Common use of Indemnification and Insurance Clause in Contracts

Indemnification and Insurance. 10.1 The Company shall indemnify the Employee against, and hold him harmless, from any and all judgments, penalties (including excise and similar taxes), fines, settlements and expenses (including attorney's fees and court costs) actually and reasonably incurred by him in connection with any action, suit or proceeding whether civil, criminal, administrative, arbitrative or investigative, any appeal in such an action, suit or proceeding whether or not by or in the right of the Company to which Employee is or may be made a party or is or shall be threatened to be made a party by reason of the fact that the Employee is an officer, employee or agent of the Company or is or was serving at the request of the Company as a director, officer, partner, venturer, proprietor, trustee, employee, agent or similar functionary of another corporation, partnership, joint venture, sole proprietorship, trust, nonprofit entity, employee benefit plan or other enterprise, to the fullest extent permitted by any applicable law, and such indemnity shall inure to the benefit of the heirs, executors and administrators of the Employee. 10.2 The right to indemnification under this section 10 shall include the Employee's right to be paid by the Company the expenses incurred in defending any such proceeding in advance of its disposition; provided, however, that, if the applicable law requires, the payment of such expenses incurred by the Employee in advance of the final disposition of a proceeding shall be made only upon delivery to the Company of an undertaking, by or on behalf of the Employee, to repay all amounts so advanced if it shall ultimately be determined that the Employee is not entitled to be indemnified under this section 9 or otherwise. 10.3 The Company shall purchase and maintin insurance coverage in an amount to be determined from time to time by the Board taking into account the nature and extent of the Company's activities and the cost of coverage, but in no event less than that maintained by the Company for any other director or executive officer of the Company, on behalf of the Employee both in his capacity as an officer, director and employee of the Company and if be so serves at the request of the Company, as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterise, against any legally insurable liability asserted against the Employee and incurred by the Employee in any such capacity, or arising out of the Employee's status as such.

Indemnification and Insurance. 10.1 9.1 The Company shall indemnify the Employee against, and hold him harmless, from any and all judgments, penalties (including excise and similar taxes), fines, settlements and expenses (including attorney's fees and court costs) actually and reasonably incurred by him in connection with any action, suit or proceeding whether civil, criminal, administrative, arbitrative or investigative, any appeal in such an action, suit or proceeding whether or not by or in the right of the Company to which Employee is or may be made a party or is or shall be threatened to be made a party by reason of the fact that the Employee is an officer, employee or agent of the Company or is or was serving at the request of the Company as a director, officer, partner, venturer, proprietor, trustee, employee, agent or similar functionary of another corporation, partnership, joint venture, sole proprietorship, trust, nonprofit entity, employee benefit plan or other enterprise, to the fullest extent permitted by any applicable law, and such indemnity shall inure to the benefit of the heirs, executors and administrators of the Employee. 10.2 9.2 The right to indemnification under this section 10 9 shall include the Employee's right to be paid by the Company the expenses incurred in defending any such proceeding in advance of its disposition; provided, however, that, if the applicable law requires, the payment of such expenses incurred by the Employee in advance of the final disposition of a proceeding shall be made only upon delivery to the Company of an undertaking, by or on behalf of the Employee, to repay all amounts so advanced if it shall ultimately be determined that the Employee is not entitled to be indemnified under this section 9 or otherwise. 10.3 9.3 The Company shall purchase and maintin maintain insurance coverage in an amount to be determined from time to time by the Board taking into account the nature and extent of the Company's activities and the cost of coverage, but in no event less than that maintained by the Company for any other director or executive officer of the Company, on behalf of the Employee Employee, both in his capacity as an officer, director and employee employer of the Company and and, if be he so serves at the request of the Company, as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enteriseenterprise, against any legally insurable liability asserted against the Employee and incurred by the Employee in any such capacity, capacity or arising out of the Employee's status as such.

Indemnification and Insurance. 10.1 The Company shall indemnify (a) Parent, Merger Sub and GP Merger Sub agree that all rights to exculpation, indemnification and advancement of expenses for acts or omissions occurring at or prior to the Employee againstEffective Time, whether asserted or claimed prior to, at or after the Effective Time, now existing in favor of any of the current or former Indemnified Parties as provided in the Organizational Documents of the Partnership, the General Partner or any Subsidiary thereof or in any agreement between the Partnership, the General Partner or any Subsidiary thereof, on the one hand, and hold him harmlessthe Indemnified Party, on the other hand, shall survive the Mergers and shall continue in full force and effect. For a period of six years from the Effective Time, Parent and the Surviving Entities shall maintain in effect any and all judgmentsexculpation, penalties indemnification and advancement of expenses provisions of the Partnership’s, the General Partner’s and any of their respective Subsidiaries’ Organizational Documents in effect immediately prior to the Effective Time (including excise the Organizational Documents of the Partnership and similar taxes)the General Partner) or in any indemnification agreements of the General Partner, fines, settlements and expenses (including attorney's fees and court costs) actually and reasonably incurred by him in connection the Partnership or their respective Subsidiaries with any actionof their respective current or former Indemnified Parties in effect immediately prior to the Effective Time, suit and shall not amend, repeal or proceeding whether civilotherwise modify any such provisions or the exculpation, criminalindemnification or advancement of expenses provisions (and Parent, administrativeMerger Sub and GP Merger Sub shall not authorize or consent to any such amendment, arbitrative repeal or investigative, any appeal in such an action, suit or proceeding whether or not by or in the right other modification) of the Company Surviving Entities’ certificate of limited partnership, certificate of formation, partnership agreement and limited liability company agreement, as applicable, in any manner that would adversely affect the rights thereunder of any individuals who immediately before the Effective Time were current or former Indemnified Parties; provided, however, that all rights to which Employee is indemnification in respect of any Action pending or may asserted or any claim made within such period shall continue until the final disposition of such Action or resolution of such claim. From and after the Effective Time, Parent shall assume, be made a party or is or jointly and severally liable for, and honor, guaranty and stand surety for, and shall be threatened cause the GP Surviving Entity, Surviving Entity and its Subsidiaries to be made a party by reason honor and perform, in accordance with their respective terms, each of the fact that covenants contained in this Section 5.10 without limit as to time. (b) Parent and the Employee is an officerSurviving Entities shall jointly and severally, employee or agent to the fullest extent permitted under Law, indemnify and hold harmless (and advance funds in respect of each of the Company foregoing) each current and former director, officer or is or was serving at the request employee of the Company Partnership, General Partner or any of their respective Subsidiaries and each Person who served as a director, officer, partner, venturer, proprietormember, trustee, employee, agent or similar functionary fiduciary of another corporation, partnership, joint venture, sole proprietorship, trust, nonprofit entity, pension or other employee benefit plan or other enterprise, to enterprise if such service was at the fullest extent permitted by any applicable law, and such indemnity shall inure to request or for the benefit of the Partnership, General Partner or any of their respective Subsidiaries (each, together with such Person’s heirs, executors or administrators, an “Indemnified Party”), in each case against any costs or expenses (including advancing attorneys’ fees and administrators of the Employee. 10.2 The right to indemnification under this section 10 shall include the Employee's right to be paid by the Company the expenses incurred in defending any such proceeding in advance of its disposition; provided, however, that, if the applicable law requires, the payment of such and other costs and expenses incurred by the Employee in advance of the final disposition of a any claim, suit, proceeding shall be made only upon delivery or investigation to each Indemnified Party to the Company of fullest extent permitted by Law; provided, however, that the Indemnified Party to whom expenses are advanced provides an undertaking, by or on behalf undertaking consistent with the Organizational Documents of the Employee, Partnership and the General Partner to repay all such amounts so advanced if it shall is ultimately be determined that the Employee such Person is not entitled to indemnification), judgments, fines, losses, claims, damages, liabilities and amounts paid in settlement in connection with any actual or threatened claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative and including any matters addressed by alternative dispute resolution mechanism(s) (an “Action”), arising out of, relating to or in connection with their status, services or duties as an Indemnified Party or any action or omission by them in their capacities as such occurring or alleged to have occurred whether before or after the Effective Time (including acts or omissions in connection with such Indemnified Party serving as an officer, director, employee, agent or other fiduciary of any entity if such service was at the request or for the benefit of the Partnership and in all cases including any matters pertaining or relating to this Agreement, the transactions contemplated hereby and any approvals, determinations or processes relating to the foregoing). In the event of any such Action, the Surviving Entities shall cooperate with the Indemnified Party in the defense of any such Action. (c) For a period of six years from the Effective Time, Parent shall cause to be indemnified maintained in effect the coverage provided by the policies of directors’ and officers’ liability insurance and fiduciary liability insurance in effect as of the date hereof by the General Partner, Partnership and their respective Subsidiaries with respect to matters existing or arising on or before the Effective Time; provided, however, that Parent shall not be required to pay annual premiums in excess of 300% of the last annual premium paid by the Partnership prior to the date hereof (the “Maximum Amount”) in respect of the coverages required to be obtained pursuant hereto and if the cost of the coverages required to be obtained pursuant hereto exceeds the Maximum Amount, Parent shall purchase as much coverage as reasonably available for the Maximum Amount. If the Partnership in its sole discretion elects, then the Partnership may, prior to the Effective Time, purchase (and prepay in full the aggregate premium for) a “tail policy,” that by its terms survives the Effective Time and the transactions contemplated hereby, with respect to acts or omissions occurring or alleged to have occurred prior to the Effective Time that were committed or alleged to have been committed by such Indemnified Parties in their capacity as such or relating to their status, service or duties as Indemnified Parties (with such policy having at least the same coverage and amounts and containing terms and conditions that are no less favorable to the covered individuals as existing policies); provided that in no event shall the Partnership be permitted to pay as the cost of such policy in excess of six times the Maximum Amount and, if such a “tail policy” is purchased, Parent shall have no further obligations under this section 9 Section 5.10(c) other than that the Surviving Entity shall, and Parent shall cause the Surviving Entity to, maintain such policies in full force and effect, and continue to honor the obligations thereunder. (d) Parent shall pay all reasonable expenses, including reasonable attorneys’ fees, that may be incurred by any Indemnified Party in enforcing the indemnity and other obligations provided in this Section 5.10. (e) The rights of each Indemnified Party shall be in addition to, and not in limitation of, any other rights such Indemnified Party may have under the certificates of limited partnership or partnership agreement or other organization documents of the Partnership or any of its Subsidiaries or the Surviving Entities, any other indemnification arrangement, the Delaware LP Act, the Delaware LLC Act or otherwise. 10.3 The Company (f) In the event Parent, the Surviving Entities or any of their respective successors or assigns (i) consolidates with or merges into any other Person and shall purchase not be the continuing or surviving corporation or entity in such consolidation or merger or (ii) transfers all or substantially all of its properties and maintin assets to any Person, then, and in either such case, proper provision shall be made so that the successors and assigns of Parent or the Surviving Entities, as the case may be, shall assume the obligations of such party set forth in this Section 5.10. Nothing in this Agreement is intended to, shall be construed to or shall release, waive or impair any rights to directors’ and officers’ insurance coverage claims under any policy that is or has been in an amount existence with respect to the General Partner, Partnership or any of their respective Subsidiaries or their respective officers, directors and employees, it being understood and agreed that the indemnification provided for in this Section 5.10 is not prior to, or in substitution for, any such claims under any such policies. (g) Following the Effective Time, the obligations of Parent and the Surviving Entities under this Section 5.10 shall not be determined from time terminated, amended or modified in any manner so as to time by adversely affect any Indemnified Party (including their successors, heirs and legal representatives) to whom this Section 5.10 applies without the Board taking into account consent of such Indemnified Party. It is expressly agreed that, notwithstanding any other provision of this Agreement that may be to the nature contrary, (i) following the Effective Time, the Indemnified Parties to whom this Section 5.10 applies shall be third-party beneficiaries of this Section 5.10, and extent (ii) this Section 5.10 shall survive consummation of the Company's activities Mergers and shall, following the Effective Time, be enforceable by such Indemnified Parties and their respective successors, heirs and legal representatives against Parent and the cost of coverage, but in no event less than that maintained by the Company for any other director or executive officer of the Company, on behalf of the Employee both in his capacity as an officer, director Surviving Entity and employee of the Company their respective successors and if be so serves at the request of the Company, as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterise, against any legally insurable liability asserted against the Employee and incurred by the Employee in any such capacity, or arising out of the Employee's status as suchassigns.

Indemnification and Insurance. 10.1 9.1 The Company shall indemnify the Employee against, and hold him harmless, from any and all judgments, penalties (including excise and similar taxes), fines, settlements and expenses (including attorney's fees and court costs) actually and reasonably incurred by him in connection with any action, suit or proceeding whether civil, criminal, administrative, arbitrative or investigative, any appeal in such an action, suit or proceeding whether or not by or in the right of the Company to which Employee is or may be made a party or is or shall be threatened to be made a party by reason of the fact that the Employee is an officer, employee or agent of the Company or is or was serving at the request of the Company as a director, officer, partner, venturer, proprietor, trustee, employee, agent or similar functionary of another corporation, partnership, joint venture, sole proprietorship, trust, nonprofit entity, employee benefit plan or other enterprise, to the fullest extent permitted by any applicable law, and such indemnity shall inure to the benefit of the heirs, executors and administrators of the Employee. 10.2 9.2 The right to indemnification under this section 10 9 shall include the Employee's right to be paid by the Company the expenses incurred in defending any such proceeding in advance of its disposition; provided, however, that, if the applicable law requires, the payment of such expenses incurred by the Employee in advance of the final disposition of a proceeding shall be made only upon delivery to the Company of an undertaking, by or on behalf of the Employee, to repay all amounts so advanced if it shall ultimately be determined that the Employee is not entitled to be indemnified under this section 9 or otherwise. 10.3 9.3 The Company shall purchase and maintin maintain insurance coverage in an amount to be determined from time to time by the Board taking into account the nature and extent of the Company's activities and the cost of coverage, but in no event less than that maintained by the Company for any other director or executive officer of the Company, on behalf of the Employee Employee, both in his capacity as an officer, director and employee of the Company and and, if be he so serves at the request of the Company, as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enteriseenterprise, against any legally insurable liability asserted against the Employee and incurred by the Employee in any such capacity, capacity or arising out of the Employee's status as such.

Indemnification and Insurance. 10.1 9.1 The Company shall indemnify the Employee against, and hold him harmless, from any and all judgments, penalties (including excise and similar taxes), fines, settlements and expenses (including attorney's fees and court costs) actually and reasonably incurred by him in connection with any action, suit or proceeding whether civil, criminal, administrative, arbitrative or investigative, any appeal in such an action, suit or proceeding whether or not by or in the right of the Company to which Employee is or may be made a party or is or shall be threatened to be made a party by reason of the fact that the Employee is an officer, employee or agent of the Company or is or was serving at the request of the Company as a director, officer, partner, venturer, proprietor, trustee, employee, agent or similar functionary of another corporation, partnership, joint venture, sole proprietorship, trust, nonprofit entity, employee benefit plan or other enterprise, to the fullest extent permitted by any applicable law, and such indemnity shall inure to the benefit of the heirs, executors and administrators of the Employee. 10.2 9.2 The right to indemnification under this section 10 9 shall include the Employee's right to be paid by the Company the expenses incurred in defending any such proceeding in advance of its disposition; provided, however, that, if the applicable law requires, the payment of such expenses incurred by the Employee in advance of the final disposition of a proceeding shall be made only upon delivery to the Company of an undertaking, by or on behalf of the Employee, to repay all amounts so advanced if it shall ultimately be determined that the Employee is not entitled to be indemnified under this section 9 or otherwise. 10.3 9.3 The Company shall purchase and maintin maintain insurance coverage in an amount to be determined from time to time by the Board taking into account the nature and extent of the Company's activities and the cost of coverage, but in no event less than that maintained by the Company for any other director or executive officer of the Company, on behalf of the Employee both in his capacity as an officer, director and employee of the Company and and, if be he so serves at the request of the Company, as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enteriseenterprise, against any legally insurable liability asserted against the Employee and incurred by the Employee in any such capacity, or arising out of the Employee's status as such.

Indemnification and Insurance. 10.1 The Company shall indemnify (a) Parent and Merger Sub agree that all rights to exculpation and indemnification, including rights to the Employee againstadvancement of expenses, and hold him harmlessfor acts or omissions occurring at or prior to the Effective Time, from any and all judgmentswhether asserted or claimed prior to, penalties at or after the Effective Time (including excise and similar taxes), fines, settlements and expenses (including attorney's fees and court costs) actually and reasonably incurred by him any matters arising in connection with any actionthe transactions contemplated by this Agreement), suit or proceeding whether civil, criminal, administrative, arbitrative or investigative, any appeal now existing in such an action, suit or proceeding whether or not by or in the right favor of the Company to which Employee is current or former directors, officers or employees, as the case may be made a party or is or shall be threatened to be made a party by reason of (the fact that the Employee is an officer“Indemnified Parties”), employee or agent of the Company or is its Subsidiaries as provided in their respective certificate of incorporation or was serving at by-laws or in any agreement shall survive the request Merger and shall continue in full force and effect for a period of six (6) years from and after the Effective Time. For a period of six (6) years from and after the Effective Time, Parent and Surviving Company shall (i) maintain in effect (A) the current provisions regarding indemnification of and the advancement of expenses to officers and directors contained in the Company Organizational Documents (or comparable organizational documents) of each of the Company and its Subsidiaries and (B) any indemnification agreements of the Company and its Subsidiaries with any of their respective directors, officers and employees existing as a directoron the date hereof, officer, partner, venturer, proprietor, trustee, employee, agent or similar functionary of another corporation, partnership, joint venture, sole proprietorship, trust, nonprofit entity, employee benefit plan or other enterprise, and (ii) jointly and severally indemnify the Indemnified Parties to the fullest extent permitted by applicable Law. For purposes of the foregoing: (i) in the event any applicable lawclaim is asserted within the six-year period during which Parent and the Surviving Company are required to maintain the indemnification arrangements of the Company and its Subsidiaries, all such rights in respect of any such claim shall continue until disposition thereof; and (ii) any determination required to be made with respect to whether an Indemnified Party’s conduct complies with the standards set forth under the DGCL, the Company Organizational Documents (or the organizational documents of the Surviving Company) or any such indemnity agreement, as the case may be, for purposes of the allowance of indemnification or advancement of expenses, shall inure be made by independent legal counsel selected by such Indemnified Party and reasonably acceptable to Parent. For a period of six (6) years from and after the Effective Time, the Surviving Company shall either cause to be maintained in effect the current policies of directors’ and officers’ liability insurance and fiduciary liability insurance maintained by the Company or its Subsidiaries or provide substitute policies or purchase a “tail policy,” in either case, of at least the same coverage and amounts containing terms and conditions which are, in the aggregate, no less advantageous to the benefit insured with respect to claims arising from facts or events that occurred on or before the Effective Time, except that in no event shall the Surviving Company be required to pay with respect to such insurance policies in respect of any one policy year more than 250% of the heirs, executors and administrators of the Employee. 10.2 The right to indemnification under this section 10 shall include the Employee's right to be annual premium paid by the Company for such insurance for the expenses incurred fiscal year ending June 30, 2008 (the “Maximum Amount”), and if the Surviving Company is unable to obtain the insurance required by this Section 5.12 it shall obtain as much comparable insurance as possible for an annual premium equal to the Maximum Amount. (b) The provisions of this Section 5.12 are intended to be for the benefit of, and shall be enforceable by, each of the Indemnified Parties and their heirs and legal representatives. (c) The rights of the Indemnified Parties and their heirs and legal representatives under this Section 5.12 shall be in defending addition to any rights such proceeding in advance Indemnified Parties may have under the certificate of incorporation or by-laws of the Company or any of its disposition; providedSubsidiaries, howeveror under any other applicable Laws. (d) In the event that either Parent or the Surviving Company or any of their respective successors or assigns (A) consolidates with or merges into any other persons, thator (B) transfers 50% or more of its properties or assets to any person, if the applicable law requiresthen and in each case, the payment of such expenses incurred by the Employee in advance of the final disposition of a proceeding proper provision shall be made only upon delivery to so the Company of an undertaking, by applicable successors and assigns or on behalf of transferees assume the Employee, to repay all amounts so advanced if it shall ultimately be determined that the Employee is not entitled to be indemnified under obligations set forth in this section 9 or otherwiseSection 5.12. 10.3 The Company shall purchase and maintin insurance coverage in an amount to be determined from time to time by the Board taking into account the nature and extent of the Company's activities and the cost of coverage, but in no event less than that maintained by the Company for any other director or executive officer of the Company, on behalf of the Employee both in his capacity as an officer, director and employee of the Company and if be so serves at the request of the Company, as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterise, against any legally insurable liability asserted against the Employee and incurred by the Employee in any such capacity, or arising out of the Employee's status as such.

Indemnification and Insurance. 10.1 9.1.1 The Company shall indemnify the Employee against, and hold him harmless, from any and all judgments, penalties (including excise and similar taxes), fines, settlements and expenses (including attorney's fees and court costs) actually and reasonably incurred by him in connection with any action, suit or proceeding whether civil, criminal, administrative, arbitrative or investigative, any appeal in such an action, suit or proceeding whether or not by or in the right of the Company to which Employee is or may be made a party or is or shall be threatened to be made a party by reason of the fact that the Employee is an officer, employee or agent of the Company or is or was serving at the request of the Company as a director, officer, partner, venturer, proprietor, trustee, employee, agent or similar functionary of another corporation, partnership, joint venture, sole proprietorship, trust, nonprofit entity, employee benefit plan or other enterprise, to the fullest extent permitted under applicable Law or its Organizational Documents, indemnify and hold harmless, each present and former director, officer or employee of the Company (collectively, the “Company Indemnified Parties”) against any costs or expenses (including attorneys’ fees), judgments, fines, losses, claims, damages, liabilities and amounts paid in settlement in connection with any Proceeding (x) arising out of or pertaining to the transactions contemplated by this Agreement or (y) otherwise with respect to any acts or omissions occurring at or prior to the Closing Date (“Company Damages”), to the same extent as provided in the Company’s Organizational Documents or any applicable lawcontract or agreement as in effect on the date hereof, and in each case for a period of two years after the Closing Date. In the event of any such indemnity shall inure to Proceeding (whether arising before or after the benefit of the heirsClosing Date), executors and administrators of the Employee. 10.2 The right to indemnification under this section 10 shall include the Employee's right to be paid (i) any counsel retained by the Company Indemnified Parties for any period after the Closing Date shall be reasonably satisfactory to the Company, (ii) after the Closing Date, the Company shall pay the reasonable fees and expenses incurred of such counsel, promptly after statements therefor are received, provided that the Company Indemnified Parties shall be required to reimburse the Company for such payments in defending the circumstances and to the extent required by the Company’s Organizational Documents, any applicable contract or agreement or applicable Law, and (iii) the Company will cooperate in the defense of any such proceeding in advance of its dispositionmatter; provided, however, that the Company shall not be liable for any settlement effected without its written consent (which consent shall not be unreasonably withheld); and provided, further, that, if in the event that any claim or claims for indemnification are asserted or made within such one (1) year period, all rights to indemnification in respect of any such claim or claims shall continue until the disposition of any and all such claims. The Company Indemnified Parties as a group may retain only one law firm to represent them in each applicable law requiresjurisdiction with respect to any single action unless there is, under applicable standards of professional conduct, a conflict on any significant issue between the payment positions of any two or more Company Indemnified Parties, in which case each Company Indemnified Person with respect to whom such a conflict exists (or group of such expenses incurred by Company Indemnified Persons who among them have no such conflict) may retain one separate law firm in each applicable jurisdiction. 9.1.2 This Section 9.1 shall survive the Employee in advance consummation of the final disposition of a proceeding transactions contemplated by this Agreement upon execution, is intended to benefit the Company Indemnified Parties, shall be made only upon delivery to the binding on all successors and assigns of he Company of an undertaking, by or on behalf of the Employee, to repay all amounts so advanced if it and shall ultimately be determined that the Employee is not entitled to be indemnified under this section 9 or otherwise. 10.3 The Company shall purchase and maintin insurance coverage in an amount to be determined from time to time by the Board taking into account the nature and extent of the Company's activities and the cost of coverage, but in no event less than that maintained enforceable by the Company for any other director or executive officer of the Company, on behalf of the Employee both in his capacity as an officer, director and employee of the Company and if be so serves at the request of the Company, as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterise, against any legally insurable liability asserted against the Employee and incurred by the Employee in any such capacity, or arising out of the Employee's status as suchIndemnified Parties.

Indemnification and Insurance. 10.1 The Company shall indemnify (a) Parent agrees that all rights to indemnification existing in favor of the Employee againstpresent or former directors, officers, and hold him harmless, from any and all judgments, penalties (including excise and similar taxes), fines, settlements and expenses (including attorney's fees and court costs) actually and reasonably incurred by him in connection with any action, suit or proceeding whether civil, criminal, administrative, arbitrative or investigative, any appeal in such an action, suit or proceeding whether or not by or in the right employees of the Company to which Employee is (as such) or may be made a party any of its subsidiaries or is present or shall be threatened to be made a party by reason of the fact that the Employee is an officer, employee or agent former directors of the Company or is or was serving at the request of the Company as a director, officer, partner, venturer, proprietor, trustee, employee, agent or similar functionary of another corporation, partnership, joint venture, sole proprietorship, trust, nonprofit entity, employee benefit plan or other enterprise, to the fullest extent permitted by any applicable law, and such indemnity shall inure to the benefit of the heirs, executors and administrators of the Employee. 10.2 The right to indemnification under this section 10 shall include the Employee's right to be paid by the Company the expenses incurred in defending any such proceeding in advance of its disposition; provided, however, that, if the applicable law requires, the payment of such expenses incurred by the Employee in advance of the final disposition of a proceeding shall be made only upon delivery to the Company of an undertaking, by subsidiaries serving or on behalf of the Employee, to repay all amounts so advanced if it shall ultimately be determined that the Employee is not entitled to be indemnified under this section 9 or otherwise. 10.3 The Company shall purchase and maintin insurance coverage in an amount to be determined from time to time by the Board taking into account the nature and extent of who served at the Company's activities and the cost or any of coverage, but in no event less than that maintained by the Company for any other director or executive officer of the Company, on behalf of the Employee both in his capacity as an officer, director and employee of the Company and if be so serves at the its subsidiaries' request of the Company, as a director, officer, employee or agent of another corporation, partnership, joint venture, trust trust, employee benefit plan or other enteriseenterprise, against as provided in the Company's certificate of incorporation or by- laws, or the articles of incorporation, by-laws or similar organizational documents of any legally insurable of the Company's subsidiaries and the indemnification agreements with such present and former directors, officers and employees as in effect as of the date hereof (true and correct copies of which have been provided to Parent) with respect to matters occurring at or prior to the Effective Time shall survive the Merger and shall continue in full force and effect and without modification (other than modifications following the Merger which would enlarge the indemnification rights) for a period of not less than six years, and the Surviving Corporation shall comply fully with its obligations hereunder and thereunder. (b) For a period of not less than six years after the Effective Time, the Surviving Corporation shall maintain officers' and directors' liability asserted against insurance and fiduciary liability insurance covering the Employee and incurred persons described in paragraph (a) of this Section 6.8 (whether or not they are entitled to indemnification thereunder) who are currently covered by the Employee Company's existing officers' and directors' or fiduciary liability insurance policies on terms no less advantageous to such indemnified parties than such existing insurance; provided, however, that in no event shall Parent be required to expend in any such capacity, or arising out -------- ------- one year an amount in excess of 150% of the Employee's status as suchannual premiums currently paid by the Company for such insurance. (c) This Section 6.8, which shall survive the consummation of the Merger at the Effective Time and shall continue for the periods specified herein, is intended to benefit the Company, the Surviving Corporation, and any person or entity referenced in this Section 6.8 or indemnified hereunder each of whom may enforce the provisions of this Section 6.8 (whether or not parties to this Agreement).

Indemnification and Insurance. 10.1 (a) The Company shall indemnify Purchaser and Parent agree that for a period of six years from the Employee against, and hold him harmless, from any and all judgments, penalties date the Shares are purchased by Parent or the Purchaser in the Offer (including excise and similar taxesthe "Acceptance Date"), fines, settlements and expenses (including attorney's fees and court costs) actually and reasonably incurred by him the Purchaser will maintain all rights to indemnification now existing in connection with any action, suit or proceeding whether civil, criminal, administrative, arbitrative or investigative, any appeal in such an action, suit or proceeding whether or not by or in the right favor of the Company to which Employee is current or may be made a party or is or shall be threatened to be made a party by reason of the fact that the Employee is an officerformer directors, employee or agent of the Company or is or was serving at the request officers, employees, fiduciaries and agents of the Company as provided in the Company's articles of incorporation and by-laws or otherwise in effect under any agreement on the date of this Agreement. In addition, the Purchaser and Parent agree that the articles of incorporation and by-laws of the Surviving Corporation shall contain the provisions with respect to indemnification set forth in the Company's articles of incorporation and by-laws on the date hereof, which provisions shall not be amended, repealed or otherwise modified for a directorperiod of six years after the Acceptance Date in any manner that would adversely affect the rights thereunder of individuals who at any time prior to the Effective Time were directors or officers of the Company in respect of actions or omissions occurring at or prior to the Effective Time (including, officerwithout limitation, partnerthe transactions contemplated by this Agreement), venturerunless such modification is required by Law. Notwithstanding the six-year period specified in the foregoing sentences, proprietorin the event any claim or claims are asserted or made within such six-year period, trusteeall rights to indemnification in respect of any such claim or claims shall continue until disposition of any and all such claims. (b) The Surviving Corporation will at all times exercise the powers granted to it by its articles of incorporation, employeeits by-laws, agent or similar functionary of another corporation, partnership, joint venture, sole proprietorship, trust, nonprofit entity, employee benefit plan or other enterprise, and by applicable Law to indemnify and hold harmless to the fullest extent permitted possible present or former directors, officers, employees, fiduciaries and agents of the (c) Parent agrees that the Company and, from and after the Acceptance Date, the Surviving Corporation shall cause to be maintained in effect for not less than six years from the Acceptance Date the current policies of the directors' and officers' liability insurance maintained by any applicable law, and such indemnity shall inure the Company with respect to matters occurring at or prior to the benefit Effective Time (including, without limitation, the transactions contemplated by this Agreement); provided that the Surviving Corporation may substitute therefor policies of at least the same coverage containing terms and conditions which are no less advantageous and provided that such substitution shall not result in any gaps or lapses in coverage with respect to matters occurring prior to the Effective Time; and provided, further, that the Surviving Corporation shall not be required to pay an annual premium in excess of 200% of the heirs, executors and administrators of the Employee. 10.2 The right to indemnification under this section 10 shall include the Employee's right to be last annual premium paid by the Company prior to the expenses incurred in defending any such proceeding in advance of its disposition; provided, however, that, date hereof and if the applicable law requires, Surviving Corporation is unable to obtain the payment of such expenses incurred insurance required by the Employee in advance of the final disposition of a proceeding shall be made only upon delivery to the Company of an undertaking, by or on behalf of the Employee, to repay all amounts so advanced if this Section 6.11(c) it shall ultimately be determined that the Employee is not entitled obtain as much comparable insurance as possible for an annual premium equal to be indemnified under this section 9 or otherwisesuch maximum amount. 10.3 The Company shall purchase (d) This Section 6.11 is intended to benefit the current and maintin insurance coverage in an amount to be determined from time to time by the Board taking into account the nature former directors, officers, employees, fiduciaries and extent of the Company's activities and the cost of coverage, but in no event less than that maintained by the Company for any other director or executive officer of the Company, on behalf of the Employee both in his capacity as an officer, director and employee agents of the Company and if shall be so serves at binding on all successors and assigns of Parent, the request of Purchaser, the Company, as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterise, against any legally insurable liability asserted against Company and the Employee and incurred by the Employee in any such capacity, or arising out of the Employee's status as suchSurviving Corporation.

Indemnification and Insurance. 10.1 The Company (a) For the six (6)-year period commencing at the Closing, the GSRP Parties shall indemnify maintain in effect directors’ and officers’ liability insurance covering acts or omissions occurring at or prior to the Employee againstClosing with respect to those Persons who are currently (and any additional Persons who prior to the Closing become) covered by the GSAM Entities’ directors’ and officers’ liability insurance policy related to the Business (“Covered Persons”) on terms and scope with respect to such coverage, and hold him harmlessin amount, from any not less favorable to such individuals than those of the policy in effect on the date hereof. In no event will the GSRP Parties be required to expend for each covered year an amount in excess of three hundred percent (300%) of the current annual premium for such insurance (the “Maximum Premium”). If such insurance coverage is terminated, cancelled, cannot be obtained at all, or can only be obtained at an annual premium in excess of the Maximum Premium, the GSRP Parties will maintain such insurance as can be obtained for the remainder of the six (6)-year period for a premium not in excess of the Maximum Premium. (b) Between signing and all judgmentsthe earliest of Closing and termination of this Agreement pursuant to its terms, penalties GSRP shall use reasonable best efforts to obtain an insurance policy providing directors’ and officers’ liability insurance that has customary terms, including amount of limits, scope of coverage, deductibles or retentions, and other terms and conditions, for a company of similar size and scope of operations (including excise “New D&O Insurance”). (c) The provisions of this Section 6.11 are (i) intended to be for the benefit of, and similar taxes)shall be enforceable by, fineseach Covered Person, settlements his or her heirs and expenses his or her representatives and (including attorney's fees ii) in addition to, and court costs) actually and reasonably incurred by him not in connection with any action, suit or proceeding whether civil, criminal, administrative, arbitrative or investigativesubstitution for, any appeal other rights to indemnification or contribution that any such Person may have by contract or otherwise. The obligations under this Section 6.11 shall not be terminated or modified in such an action, suit a manner as to adversely affect the rights of any Covered Person to whom this Section 6.11 applies unless (x) such termination or proceeding whether modification is required by Applicable Law or not by (y) the affected Covered Person shall have consented in writing to such termination or in modification (it being expressly agreed that the right Covered Persons to whom this Section 6.11 applies shall be third party beneficiaries of this Section 6.11). (d) In the event that any of the Company GSRP Parties or any of their respective 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 which Employee is or may be made a party or is or shall be threatened to be made a party by reason of the fact that the Employee is an officerany Person, employee or agent of the Company or is or was serving at the request of the Company as a director, officer, partner, venturer, proprietor, trustee, employee, agent or similar functionary of another corporation, partnership, joint venture, sole proprietorship, trust, nonprofit entity, employee benefit plan or other enterprise, to the fullest extent permitted by any applicable lawthen, and in each such indemnity shall inure to the benefit of the heirscase, executors and administrators of the Employee. 10.2 The right to indemnification under this section 10 shall include the Employee's right to be paid by the Company the expenses incurred in defending any such proceeding in advance of its disposition; provided, however, that, if the applicable law requires, the payment of such expenses incurred by the Employee in advance of the final disposition of a proceeding proper provision shall be made only upon delivery to so that the Company of an undertaking, by or on behalf successors and assigns of the Employee, to repay GSRP Parties or the transferee of such properties and assets shall expressly assume and be responsible for all amounts so advanced if it shall ultimately be determined that the Employee is not entitled to be indemnified under this section 9 or otherwise. 10.3 The Company shall purchase and maintin insurance coverage in an amount to be determined from time to time by the Board taking into account the nature and extent of the Company's activities and the cost of coverage, but obligations thereof set forth in no event less than that maintained by the Company for any other director or executive officer of the Company, on behalf of the Employee both in his capacity as an officer, director and employee of the Company and if be so serves at the request of the Company, as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterise, against any legally insurable liability asserted against the Employee and incurred by the Employee in any such capacity, or arising out of the Employee's status as suchthis Section 6.11.

Indemnification and Insurance. 10.1 (a) The Company shall indemnify Sub agrees that all rights to indemnification existing in favor of the Employee againstpresent or former directors, officers and hold him harmless, from any and all judgments, penalties (including excise and similar taxes), fines, settlements and expenses (including attorney's fees and court costs) actually and reasonably incurred by him in connection with any action, suit or proceeding whether civil, criminal, administrative, arbitrative or investigative, any appeal in such an action, suit or proceeding whether or not by or in the right employees of the Company to which Employee is (as such) or may be made a party any of its subsidiaries or is present or shall be threatened to be made a party by reason of the fact that the Employee is an officer, employee or agent former directors of the Company or is or was serving at the request of the Company as a director, officer, partner, venturer, proprietor, trustee, employee, agent or similar functionary of another corporation, partnership, joint venture, sole proprietorship, trust, nonprofit entity, employee benefit plan or other enterprise, to the fullest extent permitted by any applicable law, and such indemnity shall inure to the benefit of the heirs, executors and administrators of the Employee. 10.2 The right to indemnification under this section 10 shall include the Employee's right to be paid by the Company the expenses incurred in defending any such proceeding in advance of its disposition; provided, however, that, if the applicable law requires, the payment of such expenses incurred by the Employee in advance of the final disposition of a proceeding shall be made only upon delivery to the Company of an undertaking, by subsidiaries serving or on behalf of the Employee, to repay all amounts so advanced if it shall ultimately be determined that the Employee is not entitled to be indemnified under this section 9 or otherwise. 10.3 The Company shall purchase and maintin insurance coverage in an amount to be determined from time to time by the Board taking into account the nature and extent of who served at the Company's activities and the cost or any of coverage, but in no event less than that maintained by the Company for any other director or executive officer of the Company, on behalf of the Employee both in his capacity as an officer, director and employee of the Company and if be so serves at the its subsidiaries' request of the Company, as a director, officer, employee or agent of another corporation, partnership, joint venture, trust trust, employee benefit plan or other enteriseenterprise, as provided in the Company's Certificate of Incorporation or Bylaws, or the articles of incorporation, bylaws or similar documents of any of the Company's subsidiaries and the indemnification agreements with such present and former directors, officers and employees as in effect as of the date hereof with respect to matters occurring at or prior to the Effective Time shall survive the Merger and shall continue in full force and effect and without modification (other than modifications which would enlarge the indemnification rights) for a period of not less than the statutes of limitations applicable to such matters, and the Surviving Corporation shall comply fully with its obligations hereunder and thereunder. Without limiting the foregoing, the Company shall, and after the Effective Time, the Surviving Corporation shall periodically advance expenses as incurred with respect to the foregoing (including with respect to any action to enforce rights to indemnification or the advancement of expenses) to the fullest extent permitted under applicable law; provided, however, that the person to whom the expenses are advanced provides an undertaking (without delivering a bond or other security) to repay such advance if it is ultimately determined that such person is not entitled to indemnification. (b) For a period of six (6) years after the Effective Time, the Surviving Corporation shall maintain officers' and directors' liability insurance and fiduciary liability insurance covering the persons described in paragraph (a) of this Section 5.05 (whether or not they are entitled to indemnification thereunder) who are currently covered by the Company's existing officers' and directors' or fiduciary liability insurance policies on terms no less advantageous to such indemnified parties than such existing insurance. (c) The Surviving Corporation shall indemnify and hold harmless (and shall advance expenses to), to the fullest extent permitted under applicable law, each director, officer, employee, fiduciary and agent of the Company or any subsidiary of the Company including, without limitation, officers and directors, serving as such on the date hereof against any legally insurable liability asserted against costs and expenses (including reasonable attorneys' fees), judgments, fines, losses, claims, damages, liabilities and amounts paid in settlement in connection with any claim, action, suit, proceeding or investigation relating to any of the Employee transactions contemplated hereby, and in the event of any such claim, action, suit, proceeding or investigation (whether arising before or after the Effective Time), (i) the Surviving Corporation shall pay the reasonable fees and expenses of counsel selected by the indemnified parties, promptly as statements therefor are received and (ii) the parties hereto will cooperate in the defense of any such matter; provided, however, that the Surviving Corporation shall not be liable for any settlement effected without its prior written consent, which consent shall not unreasonably be withheld. (d) The Surviving Corporation shall pay all reasonable costs and expenses, including attorneys' fees, that may be incurred by any indemnified parties in enforcing the Employee indemnity and other obligations provided for in this Section 5.05. (e) In the event the Surviving Corporation or any of its respective successors or assigns (i) consolidates with or merges into any other person and is not the continuing or surviving corporation or entity of such capacityconsolidation or merger or (ii) transfers all or substantially all of its properties and assets to any person, or arising out proper provisions shall be made so that the successors and assigns of the Employee's status as suchSurviving Corporation assumes the obligations set forth in this Section 5.05. (f) This Section 5.05, which shall survive the consummation of the Merger at the Effective Time and shall continue for the periods specified herein, is intended to benefit the Company, the Surviving Corporation, and any person or entity referenced in this Section 5.05 or indemnified hereunder each of whom may enforce the provisions of this Section 5.05 (whether or not parties to this Agreement).

Indemnification and Insurance. 10.1 The Company (a) For a period of six (6) years after the Effective Time (and until such later date as of which any Legal Proceeding commenced during such six (6) year period shall indemnify the Employee againsthave been finally disposed of), Parent shall, and hold him harmlessshall cause the Surviving Corporation and its Subsidiaries, and from any and after the Upstream Merger, the Surviving Company and its Subsidiaries to, assume, honor and fulfill in all judgments, penalties respects the obligations (including excise both indemnification and similar taxes), fines, settlements and expenses (including attorney's fees and court costsadvancement of expenses) actually and reasonably incurred by him in connection with any action, suit or proceeding whether civil, criminal, administrative, arbitrative or investigative, any appeal in such an action, suit or proceeding whether or not by or in the right of the Company to which Employee is and its Subsidiaries under the certificate of incorporation or may be made a party or is or shall be threatened to be made a party by reason of the fact that the Employee is an officer, employee or agent any bylaws of the Company or is its Subsidiaries or was serving at indemnification agreements, in each case, in effect immediately prior to the request Effective Time for the benefit of any of its current or former directors and officers and any person who becomes a director or officer of the Company as a director, officer, partner, venturer, proprietor, trustee, employee, agent or similar functionary any of another corporation, partnership, joint venture, sole proprietorship, trust, nonprofit entity, employee benefit plan or other enterpriseits Subsidiaries prior to the Effective Time (the "Indemnified Parties"), to the fullest extent permitted by any applicable lawsuch indemnifiable losses, and such indemnity shall inure to the benefit of the heirsclaims, executors and administrators of the Employee. 10.2 The right to indemnification under this section 10 shall include the Employee's right to be paid by the Company the expenses incurred in defending any such proceeding in advance of its disposition; provideddamages, howeverliabilities, thatfees, if the applicable law requiresexpenses, the payment of such expenses judgments or fines incurred by the Employee in advance Indemnified Parties arise out of or pertain to matters pending, existing or occurring at or prior to the Effective Time, whether asserted or claimed prior to, at or after the Effective Time, including any such matter arising under any claim with respect to the transactions contemplated herein. In addition, for a period of six (6) years following the Effective Time (and until such later date as of which any Legal Proceeding commenced during such six (6) year period shall have been finally disposed of), Parent shall (and shall cause the Surviving Corporation, the Surviving Company and their respective Subsidiaries to) cause the certificate of incorporation, certificate of formation and bylaws and operating agreement, as applicable (and other similar organizational documents) of the final disposition Surviving Corporation, the Surviving Company and their respective Subsidiaries to contain provisions with respect to indemnification, advancement of a proceeding shall be made only upon delivery to expenses and exculpation that are at least as favorable, in the Company aggregate, as the indemnification, advancement of an undertaking, by expenses and exculpation provisions contained in the certificate of incorporation and bylaws (or on behalf of the Employee, to repay all amounts so advanced if it shall ultimately be determined that the Employee is not entitled to be indemnified under this section 9 or otherwise. 10.3 The Company shall purchase and maintin insurance coverage in an amount to be determined from time to time by the Board taking into account the nature and extent of the Company's activities and the cost of coverage, but in no event less than that maintained by the Company for any other director or executive officer of the Company, on behalf of the Employee both in his capacity as an officer, director and employee similar organizational documents) of the Company and if its Subsidiaries immediately prior to the Effective Time, and during such six (6) year period (and until such later date as of which any Legal Proceeding commenced during such six (6) year period shall have been finally disposed of), such provisions shall not be so serves at the request of the Companyamended, as a director, officer, employee repealed or agent of another corporation, partnership, joint venture, trust or other enterise, against any legally insurable liability asserted against the Employee and incurred by the Employee otherwise modified in any such capacityrespect, or arising out of the Employee's status except as suchrequired by Law.

Indemnification and Insurance. 10.1 The Company shall indemnify the Employee against(a) Parent and Merger Sub agree that all rights to exculpation, indemnification and hold him harmless, from any and all judgments, penalties (including excise and similar taxes), fines, settlements and advancement of expenses (including attorney's fees and court costs) actually and reasonably incurred by him now existing in connection with any action, suit or proceeding whether civil, criminal, administrative, arbitrative or investigative, any appeal in such an action, suit or proceeding whether or not by or in the right favor of the Company to which Employee is current or former directors, officers or employees, as the case may be made a party or is or shall be threatened to be made a party by reason of the fact that the Employee is an officerbe, employee or agent of the Company or is its Subsidiaries as provided in their respective certificates of incorporation or was serving at by-laws or other organization documents or in any agreement shall survive the request Merger and shall continue in full force and effect. For a period of six (6) years from the earlier of the Acceptance Date and the Effective Time, Parent and the Surviving Corporation shall maintain in effect the exculpation, indemnification and advancement of expenses provisions of the Company’s and any Company Subsidiary’s certificates of incorporation and by-laws or similar organization documents as in effect immediately prior to the earlier of the Acceptance Date and the Effective Time or in any indemnification agreements of the Company or its Subsidiaries with any of their respective directors, officers or employees as a directorin effect immediately prior to the earlier of the Acceptance Date and the Effective Time, officerand shall not amend, partnerrepeal or otherwise modify any such provisions in any manner that would adversely affect the rights thereunder of any individuals who at the earlier of the Acceptance Date and the Effective Time were current or former directors, venturerofficers or employees of the Company or any of its Subsidiaries; provided, proprietorhowever, trusteethat all rights to indemnification 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. From and after the earlier of the Acceptance Date and the Effective Time, employeeParent shall cause the Surviving Corporation and its Subsidiaries to honor, agent or similar functionary in accordance with their respective terms, each of another corporation, partnership, joint venture, sole proprietorship, trust, nonprofit entity, employee benefit plan or other enterprisethe covenants contained in this Section 5.9 without limit as to time. (b) From and after the earlier of the Acceptance Date and the Effective Time each of Parent and the Surviving Corporation shall, to the fullest extent permitted by any under applicable lawLaw, indemnify and such indemnity shall inure to the benefit hold harmless (and advance funds in respect of each of the foregoing) each current and former director, officer or employee of the Company or any of its Subsidiaries (each, together with such person’s heirs, executors or administrators, an “Indemnified Party”) against any costs or expenses (including advancing reasonable attorneys’ fees and administrators of the Employee. 10.2 The right to indemnification under this section 10 shall include the Employee's right to be paid by the Company the expenses incurred in defending any such proceeding in advance of its disposition; provided, however, that, if the applicable law requires, the payment of such expenses incurred by the Employee in advance of the final disposition of a any claim, suit, proceeding or investigation to each Indemnified Party to the fullest extent permitted by Law), judgments, fines, losses, claims, damages, liabilities and amounts paid in settlement in connection with any actual or threatened claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative (an “Action”), arising out of, relating to or in connection with any action or omission occurring or alleged to have occurred whether before or after the earlier of the Acceptance Date and the Effective Time (including acts or omissions in connection with such persons serving as an officer, director or other fiduciary in any entity if such service was at the request or for the benefit of the Company); provided, however, that neither Parent nor the Surviving Corporation shall be made only upon delivery liable for any settlement effected without either Parent’s or the Surviving Corporation’s prior written consent (which shall not be unreasonably withheld or delayed) and Parent and the Surviving Corporation shall not be obligated to pay the fees and expenses of more than one counsel (selected by a plurality of the applicable Indemnified Parties) for all Indemnified Parties in any jurisdiction with respect to any single such claim, action, suit, proceeding or investigation, unless the use of one counsel for such Indemnified Parties would present such counsel with a conflict of interest that would make such joint representation inappropriate. It shall be a condition to the Company advancement of any amounts to be paid in respect of legal and other fees and expenses that Parent or the Surviving Corporation receive an undertaking, undertaking by or on behalf of the Employee, Indemnified Party to repay all amounts so advanced such legal and other fees and expenses paid in advance if it shall is ultimately be determined that the Employee such Indemnified Party is not entitled to be indemnified under this section 9 or otherwiseapplicable Law. In the event of any such Action, Parent and the Surviving Corporation shall reasonably cooperate with the Indemnified Party in the defense of any such Action. 10.3 The Company (c) For a period of six (6) years from the earlier of the Acceptance Date and the Effective Time, Parent shall purchase and maintin insurance coverage in an amount either cause to be determined from time to time by maintained in effect the Board taking into account the nature current policies of directors’ and extent of the Company's activities officers’ liability insurance and the cost of coverage, but in no event less than that fiduciary liability insurance maintained by the Company and its Subsidiaries or provide substitute policies or purchase or cause the Surviving Corporation to purchase, a “tail policy,” in either case of at least the same coverage and amounts containing terms and conditions that are not less advantageous in the aggregate than such policy with respect to matters arising on or before the earlier of the Acceptance Date and the Effective Time; provided, however, that after the earlier of the Acceptance Date and the Effective Time, Parent shall not be required to pay with respect to such insurance policies in respect of any one policy year annual premiums in excess of 300% of the last annual premium paid by the Company prior to the date hereof in respect of the coverage required to be obtained pursuant hereto, but in such case shall purchase as much coverage as reasonably practicable for such amount; and further provided that if the Surviving Corporation purchases a “tail policy” and the same coverage costs more than 500% of such last annual premium, the Surviving Corporation shall purchase the maximum amount of coverage that can be obtained for 500% of such last annual premium. At the Company’s option, the Company may purchase prior to the earlier of the Acceptance Date and the Effective Time, a six-year prepaid “tail policy” on terms and conditions providing substantially equivalent benefits as the current policies of directors’ and officers’ liability insurance and fiduciary liability insurance maintained by the Company and its Subsidiaries with respect to matters arising on or before the earlier of the Acceptance Date and the Effective Time, covering without limitation the transactions contemplated hereby; provided that the cost of such tail policy shall not exceed 500% of the last annual premium paid in respect of the current coverage. If such tail prepaid policy has been obtained by the Company prior to the Effective Time, Parent shall cause such policy to be maintained in full force and effect, for its full term, and cause all obligations thereunder to be honored by the Surviving Corporation. (d) Parent shall pay all reasonable expenses, including reasonable attorneys’ fees, that may be incurred by any Indemnified Party in enforcing the indemnity and other obligations provided in this Section 5.9. (e) The rights of each Indemnified Party hereunder shall be in addition to, and not in limitation of, any other director rights such Indemnified Party may have under the certificates of incorporation or executive officer of the Company, on behalf of the Employee both in his capacity as an officer, director and employee by-laws or other organization documents of the Company and if be so serves at or any of its Subsidiaries or the request Surviving Corporation, any other indemnification arrangement, the DGCL or otherwise. The provisions of this Section 5.9 shall survive the consummation of the CompanyMerger and expressly are intended to benefit, and are enforceable by, each of the Indemnified Parties. (f) In the event Parent, the Surviving Corporation or any of their respective successors or assigns (i) consolidates with or merges into any other person and shall not be the continuing or surviving corporation or entity in such consolidation or merger or (ii) transfers all or substantially all of its properties and assets to any person, then, and in either such case, proper provision shall be made so that the successors and assigns of Parent or the Surviving Corporation, as a directorthe case may be, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterise, against any legally insurable liability asserted against shall assume the Employee and incurred by the Employee obligations set forth in any such capacity, or arising out of the Employee's status as suchthis Section 5.9.

Indemnification and Insurance. 10.1 The Company (a) From and after the Closing Date, Pubco agrees that it shall indemnify the Employee against, and hold him harmlessharmless each present and former director, from manager and officer of the Company and Acquiror and each of their respective Subsidiaries against any and all judgments, penalties costs or expenses (including excise reasonable and similar taxesdocumented out-of-pocket attorneys’ fees), judgments, fines, settlements and expenses (including attorney's fees and court costs) actually and reasonably losses, claims, damages or liabilities incurred by him in connection with any actionAction, suit or proceeding whether civil, criminal, administrative, arbitrative administrative or investigative, any appeal in such an actionarising out of or pertaining to matters existing or occurring on or prior to the Closing Date, suit whether asserted or proceeding whether claimed prior to, on or not by or in after the right of the Company to which Employee is or may be made a party or is or shall be threatened to be made a party by reason of the fact that the Employee is an officer, employee or agent of the Company or is or was serving at the request of the Company as a director, officer, partner, venturer, proprietor, trustee, employee, agent or similar functionary of another corporation, partnership, joint venture, sole proprietorship, trust, nonprofit entity, employee benefit plan or other enterpriseClosing Date, to the fullest extent that the Company, Acquiror or their respective Subsidiaries, as the case may be, would have been permitted under applicable Law and their respective Governing Documents in effect on the date of this Agreement to indemnify such Person (including the advancing of expenses as incurred to the fullest extent permitted under applicable Law). Without limiting the foregoing, Pubco shall cause the Surviving Entity and each of its Subsidiaries to, (i) maintain for a period of not less than six years from the Closing Date provisions in its Governing Documents concerning the indemnification and exoneration (including provisions relating to expense advancement) of officers and directors/managers that are no less favorable to those Persons than the provisions of such Governing Documents as of the date of this Agreement and (ii) not amend, repeal or otherwise modify such provisions in any respect that would adversely affect the rights of those Persons thereunder, in each case, except as required by any applicable lawLaw. (b) Each of Acquiror, on the one hand, and such indemnity the Company, on the other hand shall inure purchase, at or prior to the benefit Closing, and, in each case, Pubco shall use commercially reasonable efforts to, or shall cause one or more of its Subsidiaries to use commercially reasonable efforts to, maintain in effect for a period of six years from the heirsClosing Date, executors directors’ and administrators officers’ liability insurance covering those Persons who are currently covered by Acquiror’s, the Company’s or any of the Employee. 10.2 The right their respective Subsidiaries’ directors’ and officers’ liability insurance policies (true, correct and complete copies of which have been heretofore made available to indemnification under this section 10 shall include the Employee's right to be paid by Acquiror, the Company or their respective agents or Representatives, as applicable) on terms not materially less favorable in the expenses incurred in defending any aggregate than the terms of such proceeding in advance of its dispositioncurrent insurance coverage; provided, however, that (i) each of Acquiror and the Company to the extent unable to otherwise maintain such insurance using commercially reasonable efforts may (as applicable) cause coverage to be extended under their respective current directors’ and officers’ liability insurance by obtaining a six-year “tail” policy containing terms not materially less favorable in the aggregate than the terms of such current insurance coverage with respect to claims existing or occurring at or prior to the Closing Date (the policy purchased in respect of the Company, the “Company Tail”, the policy purchased in respect of the Acquiror, the “Acquiror Tail” and each, a “D&O Tail”) and (ii) if any claim is asserted or made within such six-year period, any insurance required to be maintained under this Section 8.01 shall be continued in respect of such claim until the final disposition thereof. Notwithstanding the foregoing, in no event shall Pubco be required to expend an annual premium for either such D&O Tail in excess of 300% of the last annual payment made (as applicable) by Acquiror or the Company or any of their respective Affiliates for such directors’ and officers’ liability insurance policies currently in effect as of the date hereof; provided that, if in such event, Pubco shall purchase the applicable law requiresmaximum coverage available for 300% of the most recent annual premium paid (as applicable) by Acquiror and the Company and/or their respective Subsidiaries prior to the date of this Agreement. (c) Acquiror and the Company hereby acknowledge (on behalf of themselves and their respective Subsidiaries) that the indemnified Persons under this Section 8.01 may have certain rights to indemnification, advancement of expenses and/or insurance provided by current stockholders, members, or other Affiliates of such stockholders or members (“Indemnitee Affiliates”) separate from the indemnification obligations of the Acquiror, the payment Company and their respective Subsidiaries hereunder. The Parties hereby agree (i) that the Acquiror, the Company and their respective Subsidiaries are the indemnitors of such first resort (i.e., its obligations to the indemnified Persons under this Section 8.01 are primary and any obligation of any Indemnitee Affiliate to advance expenses or to provide indemnification for the same expenses or liabilities incurred by the indemnified Persons under this Section 8.01 are secondary), (ii) that the Acquiror, the Company and their respective Subsidiaries shall be required to advance the full amount of expenses incurred by the Employee indemnified Persons under this Section 8.01 and shall be liable for the full amount of all expenses, judgments, penalties, fines and amounts paid in advance settlement to the extent legally permitted and required by the Acquiror’s, the Company’s and their respective Subsidiaries’ Governing Documents or any director or officer indemnification agreements, without regard to any rights the indemnified Persons under this Section 8.01 may have against any Indemnitee Affiliate, and (iii) that the Parties (on behalf of themselves and their respective Subsidiaries) irrevocably waive, relinquish and release the Indemnitee Affiliates from any and all claims against the Indemnitee Affiliates for contribution, subrogation or any other recovery of any kind in respect thereof (and the Indemnitee Affiliates shall be subrogated to the Acquiror, the Company and their respective Subsidiaries for any claim paid by such Indemnitee Affiliate pursuant to this Section 8.01 paid by first resort to the Company, Acquiror or their respective Subsidiaries). (d) Notwithstanding anything contained in this Agreement to the contrary, this Section 8.01 shall survive the consummation of the final disposition Pubco Merger and each of a proceeding the Mergers indefinitely and shall be binding, jointly and severally, on Acquiror, Pubco, the Surviving Corporation and the Surviving Entity and all successors and assigns of Acquiror, Pubco, the Surviving Corporation and the Surviving Entity. In the event that Acquiror, Pubco, the Surviving Corporation 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 properties and assets to any Person, then, and in each such case, proper provision shall be made only upon delivery so that the successors and assigns of Acquiror, Pubco the Surviving Corporation or the Surviving Entity, as the case may be, shall succeed to the Company of an undertaking, by or on behalf of the Employee, to repay all amounts so advanced if it shall ultimately be determined that the Employee is not entitled to be indemnified under obligations set forth in this section 9 or otherwiseSection 8.01. 10.3 The Company shall purchase and maintin insurance coverage in an amount to be determined from time to time by the Board taking into account the nature and extent of the Company's activities and the cost of coverage, but in no event less than that maintained by the Company for any other director or executive officer of the Company, on behalf of the Employee both in his capacity as an officer, director and employee of the Company and if be so serves at the request of the Company, as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterise, against any legally insurable liability asserted against the Employee and incurred by the Employee in any such capacity, or arising out of the Employee's status as such.

Indemnification and Insurance. 10.1 The Company shall indemnify the Employee against, and hold him harmless, from any and (a) Purchaser agrees that all judgments, penalties (including excise and similar taxes), fines, settlements and expenses (including attorney's fees and court costs) actually and reasonably incurred rights to indemnification by him in connection with any action, suit or proceeding whether civil, criminal, administrative, arbitrative or investigative, any appeal in such an action, suit or proceeding whether or not by or in the right of the Company now existing in favor of each person who is now, or has been at any time prior to which Employee is the date hereof or may be made a party who becomes prior to the Effective Time an officer or is or shall be threatened to be made a party by reason of the fact that the Employee is an officer, employee or agent director of the Company or is any Company Subsidiary or was serving at the request an employee of the Company or any Company Subsidiary or who acts as a directorfiduciary under any of the Company Employee Benefit Plans (each an “Indemnified Party”) as provided in the Company’s certificate of incorporation or bylaws, officerin each case as in effect on the date of this Agreement, partneror pursuant to any other agreements in effect on the date hereof, venturercopies of which have been made available to Purchaser upon request, proprietorincluding provisions relating to the advancement of expenses incurred in the defense of any action or suit, trustee, employee, agent or similar functionary of another corporation, partnership, joint venture, sole proprietorship, trust, nonprofit entity, employee benefit plan or other enterpriseshall survive the Transactions and shall remain in full force and effect. (b) For six years after the Effective Time, to the fullest full extent permitted by any under applicable lawLaw, the Company shall indemnify, defend and hold harmless each Indemnified Party against all losses, claims, damages, liabilities, fees, expenses, judgments and fines arising in whole or in part out of actions or omissions in their capacity as such occurring at or prior to the Effective Time (including in respect of this Agreement), and shall reimburse each Indemnified Party for any legal or other expenses reasonably incurred by such indemnity Indemnified Party in connection with investigating or defending any such losses, claims, damages, liabilities, fees, expenses, judgments and fines as such expenses are incurred; provided that nothing herein shall inure impair any rights to indemnification of any Indemnified Party referred to in clause (a) above. (c) Purchaser acknowledges and agrees that the Company shall maintain the Company’s officers’ and directors’ liability insurance policies, in effect on the date of this Agreement (the “D&O Insurance”), for a period of not less than six years after the Effective Time, but only to the benefit extent related to actions or omissions prior to the Effective Time; provided that (i) the Company may substitute therefor policies of at least the heirssame coverage and amounts containing terms no less advantageous to directors or officers and (ii) such substitution shall not result in gaps or lapses of coverage with respect to matters occurring prior to the Effective Time; provided, executors and administrators further, that in no event shall the Company expend more than an amount per year equal to 150% of the Employee. 10.2 The right to indemnification under this section 10 shall include the Employee's right to be current annual premiums paid by the Company for such insurance (the expenses incurred “Maximum Amount”) to maintain or procure insurance coverage pursuant hereto; and provided, further, that if the amount of the annual premiums necessary to maintain or procure such insurance coverage exceeds the Maximum Amount, the Company shall procure and maintain for such six-year period as much coverage as reasonably practicable for the Maximum Amount. Purchaser acknowledges and agrees that the Company shall have the right to cause coverage to be extended under the D&O Insurance by obtaining a six-year “tail” policy on terms and conditions no less advantageous than the D&O Insurance, and such “tail” policy shall satisfy the provisions of this Section 5.6(c). (d) The obligations of the Company under this Section 5.6 shall survive the consummation of the Transactions and shall not be terminated or modified in defending such a manner as to adversely affect any Indemnified Party to whom this Section 5.6 applies without the consent of such proceeding in advance affected Indemnified Party (it being expressly agreed that the Indemnified Parties to whom this Section 5.6 applies shall be third party beneficiaries of this Section 5.6, each of whom may enforce the provisions of this Section 5.6). (e) If the Company or its successors or assigns (i) consolidates with or merges into any other Person and shall not be the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers all or substantially all of its disposition; providedproperties and assets to any Person, howeverthen, thatand in each such case, if the applicable law requires, the payment of such expenses incurred by the Employee in advance of the final disposition of a proceeding proper provision shall be made only upon delivery to so that the successors and assigns of or the Company of an undertaking, by or on behalf of shall assume the Employee, to repay all amounts so advanced if it shall ultimately be determined that the Employee is not entitled to be indemnified under obligations set forth in this section 9 or otherwiseSection 5.6. 10.3 The Company shall purchase and maintin insurance coverage in an amount to be determined from time to time by the Board taking into account the nature and extent of the Company's activities and the cost of coverage, but in no event less than that maintained by the Company for any other director or executive officer of the Company, on behalf of the Employee both in his capacity as an officer, director and employee of the Company and if be so serves at the request of the Company, as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterise, against any legally insurable liability asserted against the Employee and incurred by the Employee in any such capacity, or arising out of the Employee's status as such.

Indemnification and Insurance. 10.1 The Company shall indemnify (a) For six (6) years after the Employee againstEffective Time, Parent shall, and hold him harmlessshall cause the Surviving Corporation and its Subsidiaries to, from honor and fulfill in all respects the obligations of the Company and its Subsidiaries under any and all judgments, penalties (including excise and similar taxes), fines, settlements and expenses (including attorney's fees and court costs) actually and reasonably incurred by him indemnification agreements in connection with any action, suit or proceeding whether civil, criminal, administrative, arbitrative or investigative, any appeal in such an action, suit or proceeding whether or not by or in effect immediately prior to the right of Effective Time between the Company to which Employee is or may be made any of its Subsidiaries and any of its current or former directors and officers and any person who becomes a party director or is or shall be threatened to be made a party by reason of the fact that the Employee is an officer, employee or agent officer of the Company or is any of its Subsidiaries prior to the Effective Time (the “Indemnified Parties”). In addition, for a period of six (6) years following the Effective Time, Parent shall (and shall cause the Surviving Corporation and its Subsidiaries to) cause the articles of incorporation and bylaws (and other similar organizational documents) of the Surviving Corporation and its Subsidiaries to contain provisions with respect to indemnification and exculpation that are at least as favorable as the indemnification and exculpation provisions contained in the articles of incorporation and bylaws (or was serving at the request other similar organizational documents) of the Company as a director, officer, partner, venturer, proprietor, trustee, employee, agent or similar functionary of another corporation, partnership, joint venture, sole proprietorship, trust, nonprofit entity, employee benefit plan or other enterprise, and its Subsidiaries immediately prior to the fullest extent permitted by any applicable lawEffective Time, and during such indemnity six (6) year period, such provisions shall inure not be amended, repealed or otherwise modified in any respect, except as required by Law. (b) For a period of six (6) years after the Effective Time, the Surviving Corporation shall maintain in effect the Company’s current directors’ and officers’ liability insurance (“D&O Insurance”) in respect of acts or omissions occurring at or prior to the benefit Effective Time, covering each person covered by the D&O Insurance immediately prior to the Effective Time (a complete and accurate copy of which has been heretofore delivered to Parent), on terms with respect to the coverage and amounts no less favorable than those of the heirs, executors and administrators D&O Insurance in effect on the date of the Employee. 10.2 The right to indemnification under this section 10 shall include the Employee's right to be paid by the Company the expenses incurred in defending any such proceeding in advance of its dispositionAgreement; provided, however, thatthat the Surviving Corporation may, if the applicable law requiresat its option, the payment of such expenses incurred by the Employee in advance (i) substitute therefor policies of the final disposition of a proceeding shall be made only upon delivery Surviving Corporation containing terms with respect to coverage and amount no less favorable to such persons or (ii) request that the Company of an undertaking, by or on behalf obtain such extended reporting period coverage under its existing insurance program (to be effective as of the EmployeeEffective Time), to repay all amounts so advanced if it shall ultimately be determined provided further, however, that the Employee is not entitled to be indemnified in satisfying its obligations under this section 9 or otherwise. 10.3 The Company Section 6.10(b) the Surviving Corporation shall purchase and maintin insurance coverage not be obligated to pay annual premiums in an amount to be determined from time to time by the Board taking into account the nature and extent excess of 250% of the Company's activities and the cost of coverage, but in no event less than that maintained amount paid by the Company for any other director or executive officer coverage for its last full fiscal year (such 250% amount, the “Maximum Annual Premium”) (which premiums the Company represents and warrants to be $958,000 in the aggregate), provided that that if the annual premiums of such insurance coverage exceed such amount, Parent and the CompanySurviving Corporation shall be obligated to obtain a policy with the greatest coverage available for a cost not exceeding the Maximum Annual Premium. Prior to the Effective Time, notwithstanding anything to the contrary in this Agreement, the Company may request Parent to purchase a six-year “tail” prepaid policy on behalf of the Employee both in his capacity as an officerD&O Insurance and if Parent rejects such request, director the Company may purchase such “tail” policy on the D&O Insurance on terms and employee of conditions no less advantageous than the D&O Insurance, provided that the amount paid by the Company for such “tail” policy shall not exceed six times the Maximum Annual Premium and provided further that the Company and if Parent shall coordinate with each other in good faith to optimize the terms and prices of such “tail” policy. In the event that the Company purchases such a “tail” policy prior to the Effective Time, Parent and the Surviving Corporation shall maintain such “tail” policy in full force and effect and continue to honor their respective obligations thereunder, in lieu of all other obligations of Parent and the Surviving Corporation under the first sentence of this Section 6.10(b) for so long as such “tail” policy shall be maintained in full force and effect. (c) If the Surviving Corporation or any of its successors or assigns shall (i) consolidate with or merge into any other Person and shall not be the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfer all or substantially all of its properties and assets to any Person, then, and in each such case, proper provisions shall be made so serves at that the request successors and assigns of the CompanySurviving Corporation shall assume all of the obligations of the Surviving Corporation set forth in this Section 6.10. (d) The obligations under this Section 6.10 shall not be terminated, amended or otherwise modified in such a manner as to adversely affect any Indemnified Party (or any other person who is a director, officer, employee beneficiary under the D&O Insurance or agent the “tail” policy referred to in paragraph (b) above (and their heirs and representatives)) without the prior written consent of another corporation, partnership, joint venture, trust such affected Indemnified Party or other enteriseperson who is a beneficiary under the D&O Insurance or the “tail” policy referred to in paragraph (b) above (and their heirs and representatives). Each of the Indemnified Parties or other persons who are beneficiaries under the D&O Insurance or the “tail” policy referred to in paragraph (b) above (and their heirs and representatives) are intended to be third party beneficiaries of this Section 6.10, against with full rights of enforcement as if a party thereto. The rights of the Indemnified Parties (and other persons who are beneficiaries under the D&O Insurance or the “tail” policy referred to in paragraph (b) above (and their heirs and representatives)) under this Section 6.10 shall be in addition to, and not in substitution for, any legally insurable liability asserted against other rights that such persons may have under the Employee certificate or articles of incorporation, bylaws or other equivalent organizational documents, any and incurred all indemnification agreements of or entered into by the Employee in Company or any such capacityof its Subsidiaries, or arising out applicable Law (whether at law or in equity). (e) The obligations and liability of Parent, the Employee's status as suchSurviving Corporation and its Subsidiaries under this Section 6.10 shall be joint and several.

Indemnification and Insurance. 10.1 7.1.1 The Acquiror Company shall indemnify the Employee against, and hold him harmless, from any and all judgments, penalties (including excise and similar taxes), fines, settlements and expenses (including attorney's fees and court costs) actually and reasonably incurred by him in connection with any action, suit or proceeding whether civil, criminal, administrative, arbitrative or investigative, any appeal in such an action, suit or proceeding whether or not by or in the right of the Company to which Employee is or may be made a party or is or shall be threatened to be made a party by reason of the fact that the Employee is an officer, employee or agent of the Company or is or was serving at the request of the Company as a director, officer, partner, venturer, proprietor, trustee, employee, agent or similar functionary of another corporation, partnership, joint venture, sole proprietorship, trust, nonprofit entity, employee benefit plan or other enterprise, to the fullest extent permitted under applicable Law or its Organizational Documents, indemnify and hold harmless, each present and former director, officer or employee of the Acquiror Company (collectively, the “Indemnified Parties”) against any costs or expenses (including attorneys’ fees), judgments, fines, losses, claims, damages, liabilities and amounts paid in settlement in connection with any Proceeding (x) arising out of or pertaining to the transactions contemplated by this Agreement or (y) otherwise with respect to any acts or omissions occurring at or prior to the Closing Date (“Damages”), to the same extent as provided in the Acquiror Company’s Organizational Documents or any applicable lawcontract or agreement as in effect on the date hereof, in each case for a period of five years after the Closing Date. In the event of any such Proceeding (whether arising before or after the Closing Date), (i) any counsel retained by the Indemnified Parties for any period after the Closing Date shall be reasonably satisfactory to the Acquiror Company, (ii) after the Closing Date, the Acquiror Company shall pay the reasonable fees and expenses of such counsel, promptly after statements therefor are received, provided that the Indemnified Parties shall be required to reimburse the Acquiror Company for such payments in the circumstances and to the extent required by the Acquiror Company’s Organizational Documents, any applicable contract or agreement or applicable Law, and such indemnity shall inure to (iii) the benefit Acquiror Company will cooperate in the defense of the heirs, executors and administrators of the Employee. 10.2 The right to indemnification under this section 10 shall include the Employee's right to be paid by the Company the expenses incurred in defending any such proceeding in advance of its dispositionmatter; provided, however, that the Acquiror Company shall not be liable for any settlement effected without its written consent (which consent shall not be unreasonably withheld); and provided, further, that, if in the event that any claim or claims for indemnification are asserted or made within such five-year period, all rights to indemnification in respect of any such claim or claims shall continue until the disposition of any and all such claims. The Indemnified Parties as a group may retain only one law firm to represent them in each applicable law requiresjurisdiction with respect to any single action unless there is, under applicable standards of professional conduct, a conflict on any significant issue between the payment positions of any two or more Indemnified Parties, in which case each Indemnified Person with respect to whom such a conflict exists (or group of such expenses incurred Indemnified Persons who among them have no such conflict) may retain one separate law firm in each applicable jurisdiction. 7.1.2 This Section 7.1 shall survive the consummation of the transactions contemplated by this Agreement and upon the execution hereof, is intended to benefit the Indemnified Parties, shall be binding on all successors and assigns of the Acquiror Company and shall be enforceable by the Employee in advance of the final disposition of a proceeding shall be made only upon delivery to the Company of an undertaking, by or on behalf of the Employee, to repay all amounts so advanced if it shall ultimately be determined that the Employee is not entitled to be indemnified under this section 9 or otherwiseIndemnified Parties. 10.3 The Company shall purchase and maintin insurance coverage in an amount to be determined from time to time by the Board taking into account the nature and extent of the Company's activities and the cost of coverage, but in no event less than that maintained by the Company for any other director or executive officer of the Company, on behalf of the Employee both in his capacity as an officer, director and employee of the Company and if be so serves at the request of the Company, as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterise, against any legally insurable liability asserted against the Employee and incurred by the Employee in any such capacity, or arising out of the Employee's status as such.

Indemnification and Insurance. 10.1 The Company shall indemnify the Employee against, and hold him harmless, from any and all judgments, penalties (including excise and similar taxes), fines, settlements and expenses (including attorney's fees and court costs) actually and reasonably incurred by him in connection with any action, suit or proceeding whether civil, criminal, administrative, arbitrative or investigative, any appeal in such an action, suit or proceeding whether or not by or in the right of the Company to which Employee is or Except as may be made a party or is or shall be threatened to be made a party limited by reason of the fact that the Employee is an officer, employee or agent of the Company or is or was serving at the request of the Company as a director, officer, partner, venturer, proprietor, trustee, employee, agent or similar functionary of another corporation, partnership, joint venture, sole proprietorship, trust, nonprofit entity, employee benefit plan or other enterprise, to the fullest extent permitted by any applicable law, for a period of six years after the Effective Time, FirstMerit hereby agrees to honor the terms of the indemnification provisions of Article II, Section 6 of CoBancorp's Code of Regulations, and all such indemnity shall inure provisions of the CoBancorp Subsidiaries, copies of which are attached hereto as Exhibit 5.8, which are provided to CoBancorp's and its subsidiaries' directors, officers and employees, for matters occurring prior to the benefit Effective Time. Moreover, indemnification of directors, officers and employees of CoBancorp and CoBancorp Subsidiaries following the heirsEffective Time will be provided to the same extent it is provided to other persons working in similar capacities for FirstMerit following the Closing. For a period of up to three years following the Effective Time, executors FirstMerit will maintain in effect the current insurance policies maintained by CoBancorp (or substitute policies with substantially the same coverage and administrators of terms) covering directors' and officers' liability with respect to claims which arise from factors or events which occurred before the Employee. 10.2 The right to indemnification Effective Time, except that FirstMerit's obligation under this section 10 paragraph for the second and subsequent years following the Effective Time will be based upon its ability to obtain such insurance at a commercially reasonable cost. CoBancorp shall include notify FirstMerit prior to purchasing or continuing any insurance to cover the Employee's right to be paid by the Company the expenses incurred in defending any such proceeding in advance of its disposition; matters contained herein, provided, however, that, it is the intent of FirstMerit that tail coverage will be purchased if such is available. To the applicable law requires, the payment of such expenses incurred by the Employee in advance extent insurance is available under any of the final disposition of a proceeding provisions in this Section to cover such claims and costs, such insurance shall be made only upon delivery to the Company primary source of an undertaking, by or on behalf funding these obligations. FirstMerit shall assume and honor Section 6.6 regarding indemnification rights of the EmployeeAgreement and Plan or Reorganization and Merger among CoBancorp, to repay all amounts so advanced if it shall ultimately be determined that the Employee is not entitled to be indemnified under this section 9 or otherwisePrime Savings Bank and Jefferson Savings Bank dated August 26, 1996. 10.3 The Company shall purchase and maintin insurance coverage in an amount to be determined from time to time by the Board taking into account the nature and extent of the Company's activities and the cost of coverage, but in no event less than that maintained by the Company for any other director or executive officer of the Company, on behalf of the Employee both in his capacity as an officer, director and employee of the Company and if be so serves at the request of the Company, as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterise, against any legally insurable liability asserted against the Employee and incurred by the Employee in any such capacity, or arising out of the Employee's status as such.

Indemnification and Insurance. 10.1 The Company (a) From and after the Effective Time, Parent shall indemnify cause the Employee againstSurviving Corporation to honor all rights to exculpation, indemnification and hold him harmless, from any and all judgments, penalties (including excise and similar taxes), fines, settlements and advancement of expenses (including attorney's fees and court costs) actually and reasonably incurred by him now existing in connection with any action, suit or proceeding whether civil, criminal, administrative, arbitrative or investigative, any appeal in such an action, suit or proceeding whether or not by or in the right favor of the Company to which Employee is current or former directors, officers or employees, as the case may be made a party or is or shall be threatened to be made a party by reason of the fact that the Employee is an officerbe, employee or agent of the Company or its Subsidiaries as provided in their respective articles of incorporation or codes of regulations or other organization documents or in any agreement to which the Company or any of its Subsidiaries is a party, which rights shall survive the Merger and shall continue in full force and effect to the extent permitted by Law. For a period of six (6) years from the Effective Time, Parent shall cause the Surviving Corporation to maintain in effect the exculpation, indemnification and advancement of expenses provisions of the Company’s and any of the Company’s Subsidiaries’ articles of incorporation or was serving at codes of regulations or similar organization documents in effect as of the request date hereof or in any indemnification agreements of the Company or its Subsidiaries with any of their respective directors, officers or employees in effect immediately 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 individuals who immediately before the Effective Time were current or former directors, officers or employees of the Company or any of its Subsidiaries; provided, however, that all rights to indemnification 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. At the Effective Time Parent assumes, becomes jointly and severally liable for, and will honor, guaranty and stand surety for, and shall cause the Surviving Corporation and the Subsidiaries of Parent to honor, in accordance with their respective terms, each of the covenants contained in this Section 5.9 without limit as to time. (b) Without limitation to the foregoing, from and after the Effective Time, each of Parent and the Surviving Corporation shall, to the fullest extent permitted under applicable Law, indemnify and hold harmless (and advance funds in respect of each of the foregoing) each current and former director, officer and employee of the Company and any of its Subsidiaries and each person who served as a director, officer, partnermember, venturer, proprietor, trustee, employee, agent trustee or similar functionary fiduciary of another corporation, partnership, joint venture, sole proprietorship, trust, nonprofit entity, pension or other employee benefit plan or other enterpriseenterprise if such service was at the request or for the benefit of the Company or any of its Subsidiaries (each, together with such person’s heirs, executors or administrators, an “Indemnified Party”) against any costs or expenses (including advancing attorneys’ fees and expenses in advance of the final disposition of any claim, suit, proceeding or investigation to each Indemnified Party to the fullest extent permitted by law), judgments, fines, losses, claims, damages, liabilities and amounts paid in settlement (provided that any applicable lawAction may only be settled with the prior written consent of Parent, not to be unreasonably withheld) in connection with any actual or threatened claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative (an “Action”), arising out of, relating to or in connection with any action or omission relating to their position with the Company or its Subsidiaries occurring or alleged to have occurred before or at the Effective Time (including acts or omissions in connection with such persons approving this Agreement and the transactions contemplated hereby and serving as an officer, director or other fiduciary in any entity if such indemnity shall inure to service was at the request or for the benefit of the heirsCompany). In the event of any such Action, executors (i) the Indemnified Party shall have the right to select its own counsel, which counsel shall be reasonably satisfactory to the Surviving Corporation, and administrators (ii) any determination required to be made with respect to whether an Indemnified Party’s conduct complies with the standards set forth under the business corporation law of the EmployeeSurviving Corporation’s state of incorporation and the certificate of incorporation or by-laws of the Surviving Corporation shall be made by independent counsel mutually acceptable to the Surviving Corporation and the Indemnified Party. The Indemnified Parties as a group may retain only one law firm with respect to each related matter except to the extent there is, in the opinion of counsel to an Indemnified Party, under applicable standards of professional conduct, a conflict on any significant issue between positions of such Indemnified Party and any other Indemnified Party or Indemnified Parties. Parent and the Surviving Corporation shall each cooperate with the Indemnified Party in the defense of any such Action. 10.2 The right to indemnification under this section 10 (c) For a period of six (6) years from the Effective Time, Parent shall include the Employee's right cause to be paid maintained (on terms and conditions no less advantageous to the indemnified parties) in effect the coverage provided by the policies of directors’ and officers’ liability insurance and fiduciary liability insurance in effect as of the Closing Date maintained by the Company and its Subsidiaries with respect to matters arising on or before the expenses incurred in defending any such proceeding in advance of its dispositionEffective Time either through the Company’s existing insurance provider or another provider reasonably selected by Parent; provided, however, that, if after the applicable law requiresEffective Time, Parent shall not be required to pay annual premiums in excess of 250% of the last annual premium paid by the Company prior to the date hereof in respect of the coverage required to be obtained pursuant hereto, but in such case shall purchase as much coverage as reasonably practicable for such amount; provided further, however, that in lieu of the foregoing insurance coverage, Parent may direct the Company to purchase “tail” insurance coverage (on terms and conditions no less advantageous to the indemnified parties), at a cost no greater than the aggregate amount which the Surviving Corporation would be permitted to spend during the six-year period provided for in this Section 5.9(c), that provides coverage no materially less favorable than the coverage described above. (d) Parent shall cause the Surviving Corporation to pay all reasonable expenses, including reasonable attorneys’ fees, that may be incurred by any Indemnified Party in enforcing the indemnity and other obligations provided in this Section 5.9. (e) The rights of each Indemnified Party hereunder shall be in addition to, and not in limitation of, any other rights such Indemnified Party may have under the articles of restatement or bylaws or other organization documents of the Company or any of its Subsidiaries or the Surviving Corporation, any other indemnification arrangement, the payment OGCL or otherwise. The provisions of such expenses incurred by this Section 5.9 shall survive the Employee in advance consummation of the final disposition Merger and expressly are intended to benefit, and are enforceable by, each of a proceeding the Indemnified Parties. (f) In the event that the Surviving Corporation or any of its respective successors or assigns (i) consolidates with or merges into any other person and shall not be the continuing or surviving corporation or entity in such consolidation or merger or (ii) transfers all or substantially all of its properties and assets to any person, then, and in either such case, proper provision shall be made only upon delivery to so that the Company of an undertaking, by or on behalf successors and assigns of the Employee, to repay all amounts so advanced if it Surviving Corporation shall ultimately be determined that assume the Employee is not entitled to be indemnified under obligations set forth in this section 9 or otherwiseSection 5.9. 10.3 The Company shall purchase and maintin insurance coverage in an amount to be determined from time to time by the Board taking into account the nature and extent of the Company's activities and the cost of coverage, but in no event less than that maintained by the Company for any other director or executive officer of the Company, on behalf of the Employee both in his capacity as an officer, director and employee of the Company and if be so serves at the request of the Company, as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterise, against any legally insurable liability asserted against the Employee and incurred by the Employee in any such capacity, or arising out of the Employee's status as such.

Indemnification and Insurance. 10.1 The During the Employment Period and for so long thereafter as liability exists with regard to your activities during the Employment Period on behalf of the Company, its subsidiaries or affiliates, or as a fiduciary of any benefit plan of any of them, the Company shall indemnify you to the Employee againstfullest extent permitted by applicable law (other than in connection with your gross negligence or willful misconduct), and hold him harmless, from any and all judgments, penalties (including excise and similar taxes), fines, settlements shall at the Company’s election provide you with legal representation or shall advance to you reasonable attorneys’ fees and expenses (including attorney's as such fees and court expenses are incurred (subject to an undertaking from you to repay such advances if it shall be finally determined by a judicial decision which is not subject to further appeal that you were not entitled to the reimbursement of such fees and expenses). During the Employment Period and for so long as liability exists thereafter you shall be entitled to the protection of any insurance policies the Company shall elect to maintain generally for the benefit of its active directors and officers (“Directors and Officers Insurance”) against all costs) actually , charges and reasonably expenses incurred or sustained by him you in connection with any action, suit or proceeding whether civil, criminal, administrative, arbitrative or investigative, any appeal in such an action, suit or proceeding whether or not by or in the right of the Company to which Employee is or you may be made a party or is or shall be threatened to be made a party by reason of the fact that the Employee is an officeryour being or having been a director, officer or employee or agent of the Company or is any of its subsidiaries or was affiliates or your serving or having served any other enterprise or benefit plan as a director, officer, fiduciary or employee at the request of the Company as a director(other than any dispute, officerclaim or controversy arising under or relating to this Agreement); provided that you shall, partnerin all cases, venturer, proprietor, trustee, employee, agent or similar functionary of another corporation, partnership, joint venture, sole proprietorship, trust, nonprofit entity, employee benefit plan or other enterprise, to the fullest extent permitted by any applicable law, and such indemnity shall inure to the benefit of the heirs, executors and administrators of the Employee. 10.2 The right to indemnification under this section 10 shall include the Employee's right to be paid by the Company the expenses incurred in defending any such proceeding in advance of its disposition; provided, however, that, if the applicable law requires, the payment of such expenses incurred by the Employee in advance of the final disposition of a proceeding shall be made only upon delivery to the Company of an undertaking, by or on behalf of the Employee, to repay all amounts so advanced if it shall ultimately be determined that the Employee is not entitled to be indemnified under this section 9 or otherwise. 10.3 The Company shall purchase Directors and maintin insurance Officers Insurance coverage in an amount to be determined from time to time by the Board taking into account the nature and extent of the Company's activities and the cost of coverage, but in no event less favorable than that maintained by the Company for (if any) provided to any other present director or executive officer of the Company, on behalf of the Employee both in his capacity as an officer, director and employee of the Company and if be so serves at the request of the Company, as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterise, against any legally insurable liability asserted against the Employee and incurred by the Employee in any such capacity, or arising out of the Employee's status as such.

Indemnification and Insurance. 10.1 The (a) Parent and Merger Sub agree that all rights to exculpation, indemnification and advancement of expenses for acts or omissions occurring at or prior to the Effective Time, whether asserted or claimed prior to, at or after the Effective Time, now existing in favor of the current or former directors, officers or employees, as the case may be, of the Company or its Subsidiaries as provided in their respective certificates of incorporation or by-laws or similar organizational documents shall indemnify survive the Employee againstMerger and shall continue in full force and effect. For a period of six (6) years from the Effective Time, and hold him harmless, from Parent shall cause the Surviving Corporation to maintain in effect any and all judgmentsexculpation, penalties indemnification and advancement of expenses provisions of the Company’s and any of its Subsidiaries’ certificate of incorporation and by-laws or similar organizational documents in effect immediately prior to the Effective Time or in any indemnification agreements of the Company or its Subsidiaries with any of their respective current or former directors, officers, or employees in effect as of the date hereof (as set forth in Section 6.04(a) of the Company Disclosure Schedule), and shall not amend, repeal or otherwise modify any such provisions in any manner that would adversely affect the rights thereunder of any individuals who at the Effective Time were current or former directors, officers or employees of the Company or any of its Subsidiaries; provided, however, that all rights to indemnification in respect of any Action (as hereinafter defined) pending or asserted or any claim made within such period shall continue until the disposition of such Action or resolution of such claim. (b) From and after the Effective Time, Parent shall cause the Surviving Corporation to, to the fullest extent permitted under applicable law, indemnify and hold harmless (and advance funds in respect of each of the foregoing) each current and former director or officer of the Company or any of its Subsidiaries (an “Indemnified Party”) against any costs or expenses (including excise advancing reasonable attorneys’ fees and similar taxesexpenses in advance of the final disposition of any claim, suit, proceeding or investigation to each Indemnified Party to the fullest extent permitted by law, and upon receipt from an Indemnified Party of any required undertaking), judgments, fines, settlements losses, claims, damages, liabilities and expenses (including attorney's fees and court costs) actually and reasonably incurred by him amounts paid in settlement in connection with any actual or threatened claim, action, suit suit, proceeding or proceeding investigation, whether civil, criminal, administrativeadministrative or investigative (an “Action”), arbitrative or investigativearising out of, any appeal in such an action, suit or proceeding whether or not by relating to or in connection with any action or omission occurring or alleged to have occurred at or before the right Effective Time, arising in whole or in part out of or pertaining to the fact that he or she is or was a director or officer of the Company to which Employee is or, while a director or may be made a party or is or shall be threatened to be made a party by reason officer of the fact that the Employee is an officerCompany, employee or agent of the Company or is or was serving at the request of the Company as a director, officer, partner, venturer, proprietor, trustee, employee, agent trustee or similar functionary partner of another corporation, partnership, joint venture, sole proprietorship, trust, nonprofit entity, employee benefit plan or other enterpriseentity, to the fullest extent permitted by any which such Indemnified Parties would be entitled under applicable law. (c) For a period of six years after the Effective Time, Parent shall cause the Surviving Corporation to maintain in effect the current policy of directors’ and such indemnity shall inure to the benefit officers’ liability insurance maintained as of the heirs, executors and administrators of the Employee. 10.2 The right to indemnification under this section 10 shall include the Employee's right to be paid date hereof by the Company (the expenses incurred “Current Policy”) (provided that the Surviving Corporation may substitute therefor policies with a substantially equivalent insurer of at least the same coverage and amounts containing terms, including scope of coverage, and conditions which are no less advantageous to the insured) with respect to claims arising from facts or events that existed or occurred at or before the Effective Time. Alternatively, with the prior written consent of Parent, the Company may purchase prior to the Effective Time, and, following the Effective Time, the Surviving Corporation shall maintain, a fully pre-paid six-year “tail” policy to the Current Policy, which tail policy shall cover a period from the Effective Time through and including the date six years after the Closing Date with respect to claims arising from facts or events that existed or occurred prior to or at the Effective Time, and which tail policy shall contain the same or superior coverage (including the scope and amount thereof) as, and contain terms and conditions that are equivalent or superior to, the coverage set forth in defending the Current Policy. (d) The rights of each Indemnified Party hereunder shall be in addition to, and not in limitation of, any other rights such proceeding in advance Indemnified Party may have under the certificate of incorporation or by-laws or other organizational documents of the Company or any of its disposition; providedSubsidiaries or the Surviving Corporation, however, that, if the applicable law requiresany other indemnification agreement or arrangement, the payment DGCL or otherwise. The provisions of such expenses incurred by this Section 6.04 shall survive the Employee in advance consummation of the final disposition Merger and, notwithstanding any other provision of a proceeding this Agreement that may be to the contrary, expressly are intended to benefit, and are enforceable by, each of the Indemnified Parties. (e) In the event Parent, the Surviving Corporation or any of their respective successors or assigns (i) consolidates with or merges into any other person and shall not be the continuing or surviving corporation or entity in such consolidation or merger or (ii) transfers all or substantially all of its properties and assets to any person, then, and in either such case, proper provision shall be made only upon delivery so that the successors and assigns of Parent or the Surviving Corporation, as the case may be, shall assume the obligations of the Surviving Corporation set forth in this Section 6.04. In the event that the Surviving Corporation is liquidated or dissolved in accordance with applicable laws and regulations, then proper provision shall be made so that Parent shall assume the obligations of the Surviving Corporation set forth in this Section 6.04. Nothing in this Agreement is intended to, shall be construed to or shall release, waive or impair any rights to directors’ and officers’ insurance claims under any policy that is or has been in existence with respect to the Company or any of an undertakingits Subsidiaries or their respective officers, by or on behalf of the Employeedirectors and employees, to repay all amounts so advanced if it shall ultimately be determined being understood and agreed that the Employee indemnification provided for in this Section 6.04 is not entitled to be indemnified under this section 9 prior to, or otherwise. 10.3 The Company shall purchase and maintin insurance coverage in an amount to be determined from time to time by the Board taking into account the nature and extent of the Company's activities and the cost of coveragesubstitution for, but in no event less than that maintained by the Company for any other director or executive officer of the Company, on behalf of the Employee both in his capacity as an officer, director and employee of the Company and if be so serves at the request of the Company, as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterise, against any legally insurable liability asserted against the Employee and incurred by the Employee in any such capacity, or arising out of the Employee's status as suchclaims under any such policies.

Indemnification and Insurance. 10.1 The Company shall indemnify the Employee against, (a) Parent and hold him harmless, from any and Purchaser agree that all judgments, penalties (including excise and similar taxes), fines, settlements and expenses (including attorney's fees and court costs) actually and reasonably incurred by him rights to indemnification existing in connection with any action, suit or proceeding whether civil, criminal, administrative, arbitrative or investigative, any appeal in such an action, suit or proceeding whether or not by or in the right favor of the Company to which Employee is present or may be made a party former directors, officers and employees (or is any person who served at the Company's or shall be threatened to be made a party by reason any of the fact that the Employee is its Subsidiaries' request as an officer, employee director, or agent agent) of the Company or is any of its Subsidiaries (or was serving at the request of the Company as a director, officer, partner, venturer, proprietor, trustee, employee, agent any other entity or similar functionary of another corporation, partnership, joint venture, sole proprietorship, trust, nonprofit entity, employee benefit plan or other enterprise, to the fullest extent permitted by any applicable lawsuch as, and such indemnity shall inure to the benefit of the heirs, executors and administrators of the Employee. 10.2 The right to indemnification under this section 10 shall include the Employee's right to be paid by the Company the expenses incurred in defending any such proceeding in advance of its disposition; provided, however, that, if the applicable law requires, the payment of such expenses incurred by the Employee in advance of the final disposition of a proceeding shall be made only upon delivery to the Company of an undertaking, by or on behalf of the Employee, to repay all amounts so advanced if it shall ultimately be determined that the Employee is not entitled to be indemnified under this section 9 or otherwise. 10.3 The Company shall purchase and maintin insurance coverage in an amount to be determined from time to time by the Board taking into account the nature and extent of the Company's activities and the cost of coverage, but in no event less than that maintained by the Company for any other director or executive officer of the Company, on behalf of the Employee both in his capacity as an officer, director and employee of the Company and if be so serves at the request of the Company, as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or employee benefit plan) as provided in the Company's Certificate of Incorporation or Bylaws, or the articles of organization, bylaws or similar documents of any of the Company's Subsidiaries or other enteriseentity or enterprise and the indemnification agreements, if any, with such person or persons, as in effect as of the date hereof with respect to matters occurring prior to the Effective Time shall survive the Merger and shall continue in full force and effect without modification (other than modifications that would enlarge the indemnification rights) for a period of not less than the statutes of limitations applicable to such matters, and Parent shall, and after the Effective Time shall cause the Surviving Corporation to, comply fully with its obligations hereunder and thereunder. The Certificate of Incorporation and By-Laws of the Surviving Corporation shall not be amended, repealed or otherwise modified for the period set forth in the preceding sentence in any manner that would adversely affect the rights thereunder of individuals who as of the date hereof were directors, officers or employees of the Company or otherwise entitled to indemnification under the Certificate of Incorporation, By-Laws or indemnification agreements (the "INDEMNIFIED PARTIES") and such Certificate of Incorporation of the Surviving Corporation shall include provisions providing for the indemnification of and the advancement of expenses to, such Indemnified Parties identical to those contained in the Company's Certificate of Incorporation. It is understood and agreed that the Company shall, to the fullest extent permitted under applicable law and regardless of whether the Merger becomes effective, indemnify, defend and hold harmless, and after the Effective Time, Parent and the Surviving Corporation shall, to the fullest extent permitted under applicable law, indemnify, defend and hold harmless, each Indemnified Party against any legally insurable liability asserted against costs or expenses (including reasonable attorney's fees), judgments, fines, losses, claims, damages, liabilities, and amounts paid in settlement entered into with the Employee and incurred by the Employee consent of Parent (which consent shall not be unreasonably withheld) in connection with any such capacityclaim, action, suit, proceeding or investigation, including without limitation, liabilities arising out of this Agreement and the Employeetransactions contemplated hereby, to the extent that it was based on the fact that such Indemnified Party is or was a director, officer or employee of the Company and arising out of actions or omissions or alleged actions or omissions occurring at or prior to the Effective Time, and in the event of any such claim, action, suit proceeding or investigation (whether arising before or after the Effective Time) (i) the Company or Parent, as applicable, shall pay the reasonable fees and expenses of one counsel (provided that if different Indemnified Parties are subject to different claims, actions, suits, proceedings or investigations , each Indemnified Party may select his or her own counsel) which counsel shall be reasonably satisfactory to the Company or the Surviving Corporation, promptly as statements therefor are received and (ii) the Company and the Surviving Corporation will cooperate in the defense of any such matter. (b) Parent shall or shall cause the Surviving Corporation to maintain in effect for a period of six years after the Effective Time, in respect of acts or omissions occurring prior to the Effective Time, policies of directors' and officers' liability insurance and fiduciary liability insurance and fiduciary insurance covering the persons described in Section 6.05(a) (which may include including such persons under Parent's status existing policies); and such policies provided by Parent shall provide substantially similar coverage as suchis provided for the persons who are covered by the Company's existing policies; PROVIDED, HOWEVER, that Parent will not be required in order to maintain such policies to pay an annual premium in excess of 200% of the aggregate annual amounts currently paid by the Company to maintain its existing policies; and PROVIDED FURTHER that, if equivalent coverage cannot be obtained, or can be obtained only by paying an annual premium in excess of 200% of such amount, the Surviving Corporation shall only be required to obtain as much coverage as can be obtained by paying an annual premium equal to 200% of such amount. (c) This Section 6.05 shall survive the consummation of the Merger and is intended to benefit, and shall be enforceable, by any Person or entity entitled to be indemnified hereunder (whether or not parties to this Agreement). Parent shall cause the Surviving Corporation to pay all reasonable costs and expenses, including attorney's fees, that may be incurred by any Indemnified Parties in enforcing the indemnity and other obligations provided for in this Section 6.05.

Indemnification and Insurance. 10.1 The Company (a) For a period of six (6) years after the Effective Time, Parent shall cause the Surviving Entity and its Subsidiaries to indemnify the Employee againstand hold harmless, and hold him harmlessprovide advancement of expenses to, from their respective current or former directors and officers and any and all judgments, penalties (including excise and similar taxes), fines, settlements and expenses (including attorney's fees and court costs) actually and reasonably incurred by him in connection with person who becomes a director or officer of any action, suit or proceeding whether civil, criminal, administrative, arbitrative or investigative, any appeal in such an action, suit or proceeding whether or not by or in the right of the Company Partnership or the Partnership Subsidiaries prior to which Employee is or may be made a party or is or shall be threatened to be made a party by reason of the fact that Effective Time (the Employee is an officer, employee or agent of the Company or is or was serving at the request of the Company as a director, officer, partner, venturer, proprietor, trustee, employee, agent or similar functionary of another corporation, partnership, joint venture, sole proprietorship, trust, nonprofit entity, employee benefit plan or other enterprise, “Indemnified Parties”) to the fullest extent permitted by that applicable Laws permit such Surviving Entity to indemnify its own directors and officers. In addition, for a period of six (6) years after the Effective Time, Parent shall cause to be maintained in effect (i) the provisions regarding elimination of liability, indemnification of officers, directors and employees and advancement of expenses in the Partnership Organizational Documents and the organizational documents of the Partnership Subsidiaries and (ii) any applicable lawindemnification agreement of the Partnership, the Partnership GP or a Partnership Subsidiary with any Indemnified Party in existence as of the entry into this Agreement, except to the extent that such agreement provides for an earlier termination, in each case, that are in existence as of the entry into this Agreement, and no such indemnity provision shall inure be amended, modified or repealed in any manner that would adversely affect the rights or protections thereunder of any such Indemnified Party in respect of acts or omissions occurring or alleged to have occurred at or prior to the benefit Effective Time (including acts or omissions occurring in connection with the approval of this Agreement and the consummation of the heirs, executors and administrators Merger or any of the Employeeother transactions contemplated by this Agreement). 10.2 The right to indemnification under this section 10 (b) For a period of six (6) years following the Effective Time, the Surviving Entity shall include the Employee's right cause to be maintained in effect the existing policy of the Partnership’s and/or the Partnership Managing GP’s directors’ and officers’ liability insurance (or a comparable replacement policy) (the “D&O Policy”) covering claims arising from facts or events that occurred at or prior to the Effective Time to the extent that such claims are of the type covered by the D&O Policy (including for acts or omissions occurring in connection with this Agreement and the consummation of the transactions contemplated hereby to the extent that such acts or omissions are covered by the D&O Policy) and covering each Indemnified Party who is covered as of the Effective Time by the D&O Policy, in any case on terms with respect to coverage and amounts that are no less favorable in the aggregate than those terms in effect on the date hereof; provided, that in no event shall Parent or the Surviving Entity be required to expend in any one year an amount in excess of 300% of the larger of the current annual premium paid by the Company Partnership for such insurance (the expenses incurred larger such 300% amount, the “Maximum Annual Premium”); and provided further, that if the annual premium of such insurance coverage exceeds the Maximum Annual Premium, Parent and the Surviving Entity shall be obligated to obtain a policy with the greatest comparable coverage available for a cost not exceeding the Maximum Annual Premium. Notwithstanding anything to the contrary in defending any such proceeding this Agreement, in advance lieu of its disposition; obligations under the first sentence of this Section 5.11(b), Parent or the Partnership may purchase a six (6)-year “tail” prepaid policy on the D&O Policy on terms with respect to coverage and amounts no less favorable in the aggregate than the D&O Policy, and in the event that Parent or the Partnership purchases such a “tail” policy, Parent or the Surviving Entity, as applicable, shall maintain such “tail” policy in full force and effect and continue to honor their respective obligations thereunder, in lieu of all other applicable obligations of the Surviving Entity under the first sentence of this Section 5.11(b) for so long as such “tail” policy shall be maintained in full force and effect (provided, howeverthat such obligations shall not be deemed satisfied if such “tail” policy is not in effect at least six (6) years from the Effective Time). (c) The obligations under this Section 5.11 shall not be terminated, that, if amended or otherwise modified in such a manner as to adversely affect any Indemnified Party (or any other person who is a beneficiary under the applicable law requires, D&O Policy or the payment “tail” policy referred to in Section 5.11(b) and any of such expenses incurred person’s heirs and Representatives) without the prior written consent of such affected Indemnified Party or other person who is a beneficiary under the D&O Policy or the “tail” policy referred to in Section 5.11(b) (and, after the death of any of the foregoing persons, such person’s heirs and Representatives). Each of the Indemnified Parties or other persons who are beneficiaries under the D&O Policy or the “tail” policy referred to in Section 5.11(b) (and, after the death of any of the foregoing persons, such person’s heirs and Representatives) are intended to be third party beneficiaries of this Section 5.11, with full rights of enforcement as if a party thereto. The rights of the Indemnified Parties (and other persons who are beneficiaries under the D&O Policy or the “tail” policy referred to in Section 5.11(b) (and their heirs and Representatives)) under this Section 5.11 shall be in addition to, and not in substitution for, any other rights that such persons may have under the certificate of incorporation, bylaws or other equivalent organizational documents, any and all indemnification agreements of or entered into by the Employee Partnership or any Partnership Subsidiaries, or applicable Laws (whether at law or in advance equity). (d) In the event that the Surviving Entity or any of its Subsidiaries (or any of their respective successors or assigns) shall consolidate or merge with any other person and shall not be the continuing or surviving entity in such consolidation or merger, then in each case, to the extent necessary to protect the rights of the final disposition of a proceeding Indemnified Parties and other persons who are beneficiaries under the D&O Policy or the “tail” policy referred to in Section 5.11(b) (and their respective heirs and Representatives), proper provision shall be made only upon delivery to the Company of an undertaking, by or on behalf of the Employee, to repay all amounts so advanced if it shall ultimately be determined that the Employee is not entitled to be indemnified under continuing or surviving corporation or Entity (or its successors or assigns, if applicable) shall assume the obligations set forth in this section 9 or otherwiseSection 5.11. 10.3 The Company shall purchase and maintin insurance coverage in an amount to be determined from time to time by the Board taking into account the nature and extent of the Company's activities and the cost of coverage, but in no event less than that maintained by the Company for any other director or executive officer of the Company, on behalf of the Employee both in his capacity as an officer, director and employee of the Company and if be so serves at the request of the Company, as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterise, against any legally insurable liability asserted against the Employee and incurred by the Employee in any such capacity, or arising out of the Employee's status as such.

Indemnification and Insurance. 10.1 The Company (a) From and after the Effective Time, OxxxXxx agrees that it shall indemnify the Employee against, and hold him harmlessharmless each present and former director, from manager and officer of the (x) the Company and each of its Subsidiaries (in each case, solely to the extent acting in their capacity as such and to the extent such activities are related to the business of the Company being acquired under this Agreement) (the “Company Indemnified Parties”) and (y) OmniLit and each of its Subsidiaries (the “OmniLit Indemnified Parties” together with the Company Indemnified Parties, the “D&O Indemnified Parties”) against any and all judgments, penalties costs or expenses (including excise and similar taxesreasonable attorneys’ fees), judgments, fines, settlements and expenses (including attorney's fees and court costs) actually and reasonably losses, claims, damages or liabilities incurred by him in connection with any actionLegal Proceeding, suit or proceeding whether civil, criminal, administrative, arbitrative administrative or investigative, any appeal in such an actionarising out of or pertaining to matters existing or occurring at or prior to the Effective Time, suit whether asserted or proceeding whether claimed prior to, at or not by or in after the right of the Company to which Employee is or may be made a party or is or shall be threatened to be made a party by reason of the fact that the Employee is an officer, employee or agent of the Company or is or was serving at the request of the Company as a director, officer, partner, venturer, proprietor, trustee, employee, agent or similar functionary of another corporation, partnership, joint venture, sole proprietorship, trust, nonprofit entity, employee benefit plan or other enterpriseEffective Time, to the fullest extent that the Company, OmniLit or their respective Subsidiaries, as the case may be, would have been permitted by any under applicable lawLaw and its respective certificate of incorporation, certificate of formation, bylaws, limited liability company agreement or other organizational documents in effect on the date of this Agreement to indemnify such D&O Indemnified Parties (including the advancing of expenses as incurred to the fullest extent permitted under applicable Law). Without limiting the foregoing, OmniLit shall, and such indemnity shall inure cause its Subsidiaries to (i) maintain for a period of not less than six (6) years from the benefit Effective Time provisions in its Governing Documents concerning the indemnification and exoneration (including provisions relating to expense advancement) of OmniLit’s and its Subsidiaries’ former and current officers, directors, employees, and agents that are no less favorable to those Persons than the provisions of the heirs, executors and administrators Governing Documents of the EmployeeCompany, OmniLit or their respective Subsidiaries, as applicable, in each case, as of the date of this Agreement, and (ii) not amend, repeal or otherwise modify such provisions in any respect that would adversely affect the rights of those Persons thereunder, in each case, except as required by Law. OmniLit shall assume, and be liable for, each of the covenants in this Section 7.7. 10.2 The right (b) For a period of six (6) years from the Effective Time, OmniLit shall maintain in effect directors’ and officers’ liability insurance covering those Persons who are currently covered by OmniLit’s, the Company’s or their respective Subsidiaries’ directors’ and officers’ liability insurance policies (true, correct and complete copies of which have been heretofore made available to indemnification under this section 10 shall include OmniLit or its agents or representatives) on terms not less favorable than the Employee's right to be paid by the Company the expenses incurred in defending any terms of such proceeding in advance of its dispositioncurrent insurance coverage; provided, however, that, if that (i) OmniLit may cause coverage to be extended under the applicable law requires, current directors’ and officers’ liability insurance by obtaining a six (6) year “tail” policy containing terms not materially less favorable than the payment terms of such expenses incurred by current insurance coverage with respect to claims existing or occurring at or prior to the Employee Effective Time and (ii) if any claim is asserted or made within such six (6) year period, any insurance required to be maintained under this Section 7.7 shall be continued in advance respect of such claim until the final disposition thereof. (c) Notwithstanding anything contained in this Agreement to the contrary, this Section 7.7 shall survive the consummation of a proceeding the Merger indefinitely and shall be binding, jointly and severally, on OmniLit and all successors and assigns of OmniLit. In the event that OmniLit or any of its 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, OmniLit shall ensure that proper provision shall be made only upon delivery so that the successors and assigns of OmniLit shall succeed to the Company of an undertaking, by or on behalf of the Employee, to repay all amounts so advanced if it shall ultimately be determined that the Employee is not entitled to be indemnified under obligations set forth in this section 9 or otherwiseSection 7.7. 10.3 The Company (d) On the Closing Date, OmniLit shall purchase and maintin insurance coverage in an amount enter into customary indemnification agreements reasonably satisfactory to be determined from time to time by the Board taking into account the nature and extent of the Company's activities and the cost of coverage, but in no event less than that maintained by the Company for any other director or executive officer of the Company, on behalf of the Employee both in his capacity as an officer, director and employee each of the Company and if OmniLit with the post-Closing directors and officers of OmniLit, which indemnification agreements shall continue to be so serves at effective following the request of the Company, as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterise, against any legally insurable liability asserted against the Employee and incurred by the Employee in any such capacity, or arising out of the Employee's status as suchClosing.

Indemnification and Insurance. 10.1 (a) The Company shall indemnify Parties agree that all rights to indemnification existing in favour of the Employee against, present and hold him harmless, from any former directors and all judgments, penalties (including excise and similar taxes), fines, settlements and expenses (including attorney's fees and court costs) actually and reasonably incurred by him in connection with any action, suit or proceeding whether civil, criminal, administrative, arbitrative or investigative, any appeal in such an action, suit or proceeding whether or not by or in the right officers of the Company to which Employee is (each such present or may be made a party former director or is or shall be threatened to be made a party by reason of the fact that the Employee is an officer, employee or agent officer of the Company being herein referred to as an “Indemnified Party” and such persons collectively being referred to as the “Indemnified Parties”) as provided by contracts or agreements to which the Company is or was serving at the request a party and in effect as of the Company as a directordate hereof, officer, partner, venturer, proprietor, trustee, employee, agent or similar functionary that are fully and completely disclosed in the Exeter Disclosure Letter and copies of another corporation, partnership, joint venture, sole proprietorship, trust, nonprofit entity, employee benefit plan or other enterprise, which are provided to the fullest extent permitted by any applicable lawPurchaser prior to the date hereof, and, as of the Effective Time, will survive and will continue in full force and effect and without modification, and such indemnity shall inure to the benefit of the heirs, executors and administrators of the Employee. 10.2 The right to indemnification under this section 10 shall include the Employee's right to be paid by the Company the expenses incurred in defending and any such proceeding in advance of its disposition; provided, however, that, if the applicable law requires, the payment of such expenses incurred by the Employee in advance of the final disposition of a proceeding shall be made only upon delivery successor to the Company (including any Surviving Corporation) shall continue to honour such rights of an undertakingindemnification and indemnify the Indemnified Parties pursuant thereto, by with respect to actions or on behalf omissions of the EmployeeIndemnified Parties occurring prior to the Effective Time, to repay all amounts so advanced if it shall ultimately be determined that for six years following the Employee is not entitled to be indemnified under this section 9 or otherwiseEffective Time. 10.3 The (b) Prior to the Effective Time, notwithstanding any other provision hereof, the Company shall may purchase prepaid non-cancellable run-off directors’ and maintin insurance coverage in an amount to be determined from time to time by the Board taking into account the nature and extent officers’ liability insurance, at a cost not exceeding 200% of the Company's activities ’s current annual aggregate premium for directors’ and the cost of coverage, but in no event less than that officers’ liability policies currently maintained by the Company, providing coverage for a period of six years from the Effective Time with respect to claims arising from or related to facts or events which occur on or prior to the Effective Time. (c) The provisions of this Section 4.8 are intended for the benefit of, and shall be enforceable by, each Indemnified Party, his or her heirs and his or her legal representatives and, for such purpose, the Company for any other director or executive officer hereby confirms that it is acting as trustee on their behalf, and agrees to enforce the provisions of this Section 4.8 on their behalf. Furthermore, this Section 4.8 shall survive the termination of this Agreement as a result of the Company, on behalf occurrence of the Employee both in his capacity as an officer, director and employee Effective Time for a period of the Company and if be so serves at the request of the Company, as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterise, against any legally insurable liability asserted against the Employee and incurred by the Employee in any such capacity, or arising out of the Employee's status as suchsix years.

Indemnification and Insurance. 10.1 The Company shall indemnify (a) Each of QLT, Auxilium and Auxilium's Subsidiaries agree that all rights to indemnification or exculpation now existing in favour of the Employee againstpresent and former directors and officers of QLT, Auxilium or of any of their respective Subsidiaries (each such present or former director or officer (i) of Auxilium being referred to as an "Auxilium Indemnified Party", and hold him harmless, from any (ii) of QLT being herein referred to as a "QLT Indemnified Party" and all judgments, penalties (including excise each Auxilium Indemnified Party and similar taxes), fines, settlements QLT Indemnified Party being an "Indemnified Party" and expenses (including attorney's fees and court costssuch Persons collectively being referred to as the "Indemnified Parties") actually and reasonably incurred by him in connection with any action, suit or proceeding whether civil, criminal, administrative, arbitrative or investigative, any appeal in such an action, suit or proceeding whether or not by or as provided in the right constating documents of QLT, Auxilium or any of their respective Subsidiaries or any Contract by which QLT, Auxilium or any of their respective Subsidiaries is bound and which is in effect as of the Company to which Employee is or may be made a party or is or shall be threatened to be made a party by reason date hereof, will survive the completion of the fact that the Employee is an officerTransaction and continue in full force and effect and without modification, employee with respect to actions or agent omissions of the Company or is or was serving at the request of the Company as a director, officer, partner, venturer, proprietor, trustee, employee, agent or similar functionary of another corporation, partnership, joint venture, sole proprietorship, trust, nonprofit entity, employee benefit plan or other enterprise, Indemnified Parties occurring prior to the fullest extent permitted by Closing, for the period currently contemplated therein. (b) QLT, Auxilium and their respective Subsidiaries will maintain in effect without any applicable law, reduction in scope or coverage for seven years from the Closing Date customary policies of directors' and such indemnity shall inure officers' liability insurance providing protection no less favourable to the benefit of the heirs, executors and administrators of the Employee. 10.2 The right to indemnification under this section 10 shall include the Employee's right to be paid protection provided by the Company policies maintained by QLT, Auxilium and their respective Subsidiaries, which are in effect immediately prior to the expenses incurred Closing Date and providing protection in defending any such proceeding in advance respect of its dispositionclaims arising from facts or events which occurred on or prior to the Closing Date; provided, however, thatthat each of QLT and Auxilium may, if prior to the applicable law requiresClosing Date, purchase prepaid non-cancellable run-off directors' and officers' liability insurance on terms substantially similar to the directors' and officers' liability policies currently maintained by QLT or Auxilium, as applicable, but providing coverage for a period of seven years from the Closing Date with respect to claims arising from or related to facts or events which occurred on or prior to the Closing Date; provided, further, however, that in no event shall either QLT, Auxilium or their respective Subsidiaries spend premiums for any of the insurance referenced in this Section 5.6(b) to the extent it would exceed 300% of the relevant party's current annual premium for directors' and officers' liability insurance, as applicable. (c) The covenants contained in this Section 5.6 are intended to be for the irrevocable benefit of, and shall be enforceable by, the payment Indemnified Parties and their respective heirs, executors, administrators and other legal representatives and shall not be deemed exclusive of such expenses incurred by the Employee in advance of the final disposition of a proceeding any other rights which an Indemnified Party has under Law, Contract or otherwise, and shall be made only upon delivery binding on QLT and its successors and assigns. QLT will act as agent and trustee for the QLT Indemnified Parties not a party to this Agreement for the Company covenants of an undertakingAuxilium and QLT under this Section 5.6, by or and QLT agrees to accept such appointment and to hold and enforce the obligations and covenants on behalf of each such person. Auxilium will act as agent and trustee for Auxilium Indemnified Parties not a party to this Agreement for the Employee, to repay all amounts so advanced if it shall ultimately be determined that the Employee is not entitled to be indemnified covenants of QLT under this section 9 or otherwise. 10.3 The Company shall purchase Section 5.6, and maintin insurance coverage in an amount Auxilium agrees to be determined from time accept such trust and to time by hold and enforce the Board taking into account the nature obligations and extent of the Company's activities and the cost of coverage, but in no event less than that maintained by the Company for any other director or executive officer of the Company, covenants on behalf of each such person. (d) If QLT, Auxilium, or any of their respective successors or assigns (i) consolidates with or merges into any other Person and is not the Employee both in his capacity as an officercontinuing or surviving corporation or entity of such consolidation or merger or (ii) transfers all or substantially all of its properties and assets to any Person, director and employee QLT shall ensure that any such successor or assign assumes all of the Company and if be so serves at the request of the Company, as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterise, against any legally insurable liability asserted against the Employee and incurred by the Employee obligations set forth in any such capacity, or arising out of the Employee's status as suchthis Section 5.6.

Indemnification and Insurance. 10.1 The Company (a) For a period of six (6) years after the Effective Time, Parent and the Surviving Corporation shall indemnify fulfill and honor in all respects the Employee against, and hold him harmless, from any and all judgments, penalties (including excise and similar taxes), fines, settlements and expenses (including attorney's fees and court costs) actually and reasonably incurred by him in connection with any action, suit or proceeding whether civil, criminal, administrative, arbitrative or investigative, any appeal in such an action, suit or proceeding whether or not by or in the right obligations of the Company with respect to which Employee is or may be made a party or is or shall be threatened the Company’s present and former directors and officers (the “Indemnified Parties”) pursuant to be made a party by reason the indemnification provisions under the Company’s Amended and Restated Articles of Incorporation and Amended and Restated Bylaws as in effect on the date hereof, and will indemnify the Indemnified Parties with respect to all such obligations of the fact that the Employee is an officer, employee or agent Company. The Articles of Incorporation and Bylaws of the Company or is or was serving Surviving Corporation shall contain provisions with respect to exculpation and indemnification that are at least as favorable to the request Indemnified Parties as those contained in the Amended and Restated Articles of Incorporation and Amended and Restated Bylaws of the Company as in effect on the date hereof, which provisions will not be amended, repealed or otherwise modified for a directorperiod of six years from the Effective Time in any manner that would adversely affect the rights thereunder of the Indemnified Parties. (b) For a period of six (6) years after the Effective Time, officerParent and the Surviving Corporation shall, partnerat their election, venturer, proprietor, trustee, employee, agent or similar functionary of another corporation, partnership, joint venture, sole proprietorship, trust, nonprofit entity, employee benefit plan or other enterprise, either (i) maintain in effect directors’ and officers’ liability insurance covering those persons who are currently covered by the Company’s directors’ and officers’ liability insurance policy on terms no less favorable to those currently applicable to the fullest extent permitted by any applicable law, directors and such indemnity shall inure to the benefit of the heirs, executors and administrators of the Employee. 10.2 The right to indemnification under this section 10 shall include the Employee's right to be paid by the Company the expenses incurred in defending any such proceeding in advance of its disposition; provided, however, that, if the applicable law requires, the payment of such expenses incurred by the Employee in advance of the final disposition of a proceeding shall be made only upon delivery to the Company of an undertaking, by or on behalf of the Employee, to repay all amounts so advanced if it shall ultimately be determined that the Employee is not entitled to be indemnified under this section 9 or otherwise. 10.3 The Company shall purchase and maintin insurance coverage in an amount to be determined from time to time by the Board taking into account the nature and extent of the Company's activities and the cost of coverage, but in no event less than that maintained by the Company for any other director or executive officer officers of the Company, on behalf of the Employee both in his capacity as an officeror (ii) obtain, director and employee of or permit the Company to obtain, a six (6) year “tail” insurance policy that provides coverage no less favorable than the coverage currently provided under the Company’s directors’ and if be so serves at officers’ liability insurance covering those persons who are currently covered by the request Company’s directors’ and officers’ liability insurance policy on terms no less favorable to those applicable to the directors and officers of the Company. (c) This Section 5.2.2 shall survive the consummation of the Merger, as a directoris intended to benefit the Company, officerthe Surviving Corporation, employee or agent and each Indemnified Party, shall be binding on all successors and assigns of another corporationthe Surviving Corporation and Parent, partnership, joint venture, trust or other enterise, against any legally insurable liability asserted against the Employee and incurred shall be enforceable by the Employee in any such capacity, or arising out of the Employee's status as suchIndemnified Parties.

Indemnification and Insurance. 10.1 The Company shall indemnify (a) Parent and Merger Sub agree that all rights to exculpation, indemnification and advancement of expenses for acts or omissions occurring at or prior to the Employee againstEffective Time, and hold him harmlesswhether asserted or claimed prior to, from any and all judgmentsat or after the Effective Time, penalties (including excise and similar taxes), fines, settlements and expenses (including attorney's fees and court costs) actually and reasonably incurred by him now existing in connection with any action, suit or proceeding whether civil, criminal, administrative, arbitrative or investigative, any appeal in such an action, suit or proceeding whether or not by or in the right favor of the Company to which Employee is current or former directors, officers or employees, as the case may be made a party or is or shall be threatened to be made a party by reason of the fact that the Employee is an officerbe, employee or agent of the Company or is its Subsidiaries as provided in their respective certificates of incorporation or was serving at by-laws or other organization documents or in any agreement shall survive the request Offer or the Merger and shall continue in full force and effect. Parent and the Surviving Corporation shall maintain in effect any and all exculpation, indemnification and advancement of expenses provisions of the Company’s and any of its Subsidiaries’ articles of incorporation and by-laws or similar organization documents in effect immediately prior to the Effective Time or in any indemnification agreements of the Company or its Subsidiaries with any of their respective current or former directors, officers or employees in effect as of the date hereof, and shall not for a directorperiod of six (6) years from the Closing Date amend, officerrepeal or otherwise modify any such provisions in any manner that would adversely affect the rights thereunder of any individuals who at the Effective Time were current or former directors, partnerofficers or employees of the Company or any of its Subsidiaries and all rights to indemnification 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. (b) From and after the Board Appointment Date, venturer, proprietor, trustee, employee, agent or similar functionary each of another corporation, partnership, joint venture, sole proprietorship, trust, nonprofit entity, employee benefit plan or other enterpriseParent and the Surviving Corporation shall, to the fullest extent permitted by any under applicable lawLaw, indemnify and such indemnity shall inure to the benefit hold harmless (and advance funds in respect of each of the foregoing) each current and former director or officer of the Company or any of its Subsidiaries (each, together with such person’s heirs, executors or administrators, an “Indemnified Party”) against any costs or expenses (including advancing reasonable attorneys’ fees and administrators of the Employee. 10.2 The right to indemnification under this section 10 shall include the Employee's right to be paid by the Company the expenses incurred in defending any such proceeding in advance of its disposition; provided, however, that, if the applicable law requires, the payment of such expenses incurred by the Employee in advance of the final disposition of a any claim, suit, proceeding shall be made only upon delivery or investigation to each Indemnified Party to the Company of fullest extent permitted by Law), judgments, fines, losses, claims, damages, liabilities and amounts paid in settlement in connection with any actual or threatened claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative (an undertaking“Action”), by arising out of, relating to or on behalf in connection with any Action or omission occurring or alleged to have occurred whether before or after the Board Appointment Date in connection with such Indemnified Party serving as an officer, director, employee or other fiduciary of the EmployeeCompany or any of its Subsidiaries or any entity if such service was at the request or for the benefit of the Company or any of its Subsidiaries. (c) For a period of six (6) years from the Board Appointment Date, to repay all amounts so advanced if it Parent shall ultimately be determined that the Employee is not entitled either cause to be indemnified under this section 9 or otherwise. 10.3 The Company shall purchase maintained in effect the current policies of directors’ and maintin officers’ liability insurance coverage in an amount to be determined from time to time by the Board taking into account the nature and extent of the Company's activities and the cost of coverage, but in no event less than that fiduciary liability insurance maintained by the Company and its Subsidiaries or provide substitute policies or purchase or cause the Surviving Corporation to purchase a “tail policy,” in either case of at least the same coverage and amounts containing terms and conditions that are not less advantageous in the aggregate than such policy with respect to matters arising on or before the Board Appointment Date; provided, however, that after the Board Appointment Date, Parent shall not be required to pay with respect to such insurance policies in respect of any one policy year annual premiums in excess of 250% of the last annual premium paid by the Company prior to the date hereof in respect of the coverage required to be obtained pursuant hereto, but in such case shall purchase as much coverage as reasonably practicable for such amount; provided, further, that if the Surviving Corporation is unable to obtain the insurance otherwise required by this Section 6.7(c), it shall purchase the maximum amount of coverage that can be obtained for 250% of such last annual premium, in respect of each policy year within such period. At the Company’s option, the Company may purchase prior to the Board Appointment Date, a six-year prepaid “tail policy” on terms and conditions providing substantially equivalent benefits as the current policies of directors’ and officers’ liability insurance and fiduciary liability insurance maintained by the Company and its Subsidiaries with respect to matters arising on or before the Board Appointment Date, covering without limitation the transactions contemplated hereby. If such tail prepaid policy has been obtained by the Company prior to the Board Appointment Date, Parent shall cause such policy to be maintained in full force and effect, for its full term, and cause all obligations thereunder to be honored by the Surviving Corporation. (d) The rights of each Indemnified Party hereunder shall be in addition to, and not in limitation of, any other director rights such Indemnified Party may have under the Articles of Incorporation, the By-laws or executive officer of the Company, on behalf of the Employee both in his capacity as an officer, director and employee other similar organization documents of the Company and if or any of its Subsidiaries or the Surviving Corporation, any other indemnification agreement or arrangement, the FBCA or otherwise (it being agreed that no such document may be so serves at amended after the request Board Appointment Date in any manner that adversely affects the rights of any Indemnified Person). The provisions of this Section 6.7 shall survive the consummation of the CompanyOffer or the Merger and, notwithstanding any other provision of this Agreement that may be to the contrary, expressly are intended to benefit, and are enforceable by, each of the Indemnified Parties and their heirs and legal representatives. (e) In the event Parent, the Surviving Corporation or any of their respective successors or assigns (i) consolidates with or merges into any other Person and shall not be the continuing or Surviving Corporation or entity in such consolidation or merger or (ii) transfers 50% or more of its properties and assets to any person, then, and in either such case, proper provision shall be made so that the successors and assigns of Parent or the Surviving Corporation, as a directorthe case may be, officershall assume all of the obligations set forth in this Section 6.7. The agreements and covenants contained herein shall not be deemed to be exclusive of any other rights to which any Indemnified Party is entitled, employee whether pursuant to Law, Contract or agent otherwise. Nothing in this Agreement is intended to, shall be construed to or shall release, waive or impair any rights to directors’ and officers’ insurance claims under any policy that is or has been in existence with respect to the Company or any of another corporationits Subsidiaries or their respective officers, partnershipdirectors and employees, joint ventureit being understood and agreed that the indemnification provided for in this Section 6.7 is not prior to, trust or other enterisein substitution for, against any legally insurable liability asserted against the Employee and incurred by the Employee in any such capacity, or arising out of the Employee's status as suchclaims under any such policies.

Indemnification and Insurance. 10.1 The Company (a) Ensco agrees that, to the fullest extent permitted under applicable Law, all rights to exculpation, indemnification and advancement of expenses for acts or omissions occurring at or prior to the Effective Time, whether asserted or claimed prior to, at or after the Effective Time, existing as at the date of this Agreement in favor of the current or former managers, directors, officers or employees, as the case may be, of Ensco, Rowan or their respective Subsidiaries as provided in their respective articles of association or other organizational documents or in any agreement or deed of indemnity shall indemnify survive the Employee againstTransaction and shall continue in full force and effect in accordance with their terms. For a period of six years from the Effective Time, and hold him harmlessto the fullest extent permitted under applicable Law, from Ensco shall maintain in effect any and all judgmentsexculpation, penalties (including excise indemnification and advancement of expenses provisions of the articles of association or similar taxes)organizational documents of Ensco, finesRowan and their respective Subsidiaries in effect as at the date of this Agreement or in any indemnification agreements of Ensco, settlements and expenses (including attorney's fees and court costs) actually and reasonably incurred by him in connection Rowan or their respective Subsidiaries with any actionof their respective current or former directors, suit officers or proceeding whether civilemployees in effect as at the date of this Agreement, criminaland to the fullest extent permitted under applicable Law shall not amend, administrativerepeal or otherwise modify any such provisions or the exculpation, arbitrative indemnification or investigative, any appeal in such an action, suit or proceeding whether or not by or in the right advancement of expenses provisions of the Company organizational documents of Ensco, Rowan or their respective Subsidiaries in any manner that would adversely affect the rights thereunder of any individuals who immediately before the Effective Time were current or former managers, directors, officers or employees of Rowan or any of its Subsidiaries; provided, however, that all rights to which Employee is exculpation, indemnification and advancement of expenses in respect of any Action pending or may be asserted or any claim made a party within such period shall continue until the disposition of such Action or is or shall be threatened resolution of such claim. (b) Ensco shall, to be made a party by reason the fullest extent permitted under applicable Law, indemnify and hold harmless (and advance funds in respect of each of the fact that the Employee is an officerforegoing) each current and former manager, director, officer or employee of Ensco, Rowan or agent any of the Company or is or was serving at the request of the Company their respective Subsidiaries and each person who served as a manager, director, officer, partnermember, venturer, proprietor, trustee, employee, agent trustee or similar functionary fiduciary of another corporation, partnership, joint venture, sole proprietorship, trust, nonprofit entity, pension or other employee benefit plan or other enterprise, to enterprise if such service was at the fullest extent permitted by any applicable law, and such indemnity shall inure to request or for the benefit of the Ensco, Rowan or any of their respective Subsidiaries (each, together with such person’s heirs, executors or administrators, an “Indemnified Party”), in each case against any costs or expenses (including advancing attorneys’ fees and administrators of the Employee. 10.2 The right to indemnification under this section 10 shall include the Employee's right to be paid by the Company the expenses incurred in defending any such proceeding in advance of its disposition; provided, however, that, if the applicable law requires, the payment of such expenses incurred by the Employee in advance of the final disposition of a any claim, suit, proceeding shall be made only upon delivery or investigation to each Indemnified Party to the Company of fullest extent permitted by applicable Law; provided, however, that the Indemnified Party to whom expenses are advanced provides an undertakingundertaking consistent with applicable Law and the Ensco Organizational Documents or Rowan Organizational Documents, by or on behalf of the Employeeas applicable, to repay all such amounts so advanced if it shall is ultimately be determined that the Employee such person is not entitled to indemnification), judgments, fines, losses, claims, damages, liabilities and amounts paid in settlement in connection with any actual or threatened claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative (an “Action”), arising out of, relating to or in connection with any action or omission by them in their capacities as such occurring or alleged to have occurred whether before or after the Effective Time (including acts or omissions in connection with such Indemnified Party serving as an officer, director, employee or other fiduciary of any entity if such service was at the request or for the benefit of Ensco or Rowan). In the event of any such Action, Ensco shall cooperate with the Indemnified Party in the defense of any such Action. (c) For a period of six years from the Effective Time, Ensco shall cause to be indemnified maintained in effect the coverage provided by the policies of directors’ and officers’ liability insurance and fiduciary liability insurance in effect as of the date hereof by Rowan and its Subsidiaries with respect to matters existing or arising on or before the Effective Time (provided that Ensco may substitute these for policies with a carrier with reasonably comparable credit ratings to the existing carrier of at least the same coverage and amounts and containing terms and conditions that it reasonably considers are no less favorable to the insured); provided, however, that Ensco shall not be required to pay annual premiums in excess of 300% of the last annual premium paid by Rowan prior to the date hereof in respect of the coverages (the “Maximum Amount”) required to be obtained pursuant hereto, but in such case shall purchase as much coverage as reasonably practicable for such amount. If Rowan or Ensco elects, then Rowan or Ensco, as applicable, may, prior to the Effective Time, purchase a “tail policy” with respect to acts or omissions occurring or alleged to have occurred prior to the Effective Time that were committed or alleged to have been committed by such Indemnified Parties in their capacity as such; provided that in no event shall the cost of such policy, if purchased by Rowan, exceed six times the Maximum Amount and, if such a “tail policy” is purchased, Ensco shall have no further obligations under this section 9 Section 5.12(c) so long as such “tail policy” remains in full force and effect during the six-year period following the date hereof. (d) Ensco shall, to the fullest extent permitted under applicable Law, pay all reasonable expenses, including reasonable attorneys’ fees, that may be incurred by any Indemnified Party in enforcing the indemnity and other obligations provided in this Section 5.12. (e) The rights of each Indemnified Party under this Section 5.12 shall be in addition to, and not in limitation of, any other rights such Indemnified Party may have under the articles of association or other organizational documents of Ensco, Rowan or any of their respective Subsidiaries or, any other indemnification arrangement, the Companies Act or otherwise. 10.3 (f) The Company obligations of Ensco under this Section 5.12 shall purchase not be terminated, amended or modified in any manner so as to adversely affect any Indemnified Party (including their successors, heirs and maintin insurance coverage in an amount legal representatives) to whom this Section 5.12 applies without the consent of such Indemnified Party. It is expressly agreed that, notwithstanding any other provision of this Agreement that may be determined from time to time by the Board taking into account contrary, (i) the nature Indemnified Parties to whom this Section 5.12 applies shall be third-party beneficiaries of this Section 5.12, and extent (ii) this Section 5.12 shall survive consummation of the Company's activities Transaction and the cost of coverageshall be enforceable by such Indemnified Parties and their respective successors, but in no event less than that maintained by the Company for any other director or executive officer of the Company, on behalf of the Employee both in his capacity as an officer, director heirs and employee of the Company legal representatives against Ensco and if be so serves at the request of the Company, as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterise, against any legally insurable liability asserted against the Employee its successors and incurred by the Employee in any such capacity, or arising out of the Employee's status as suchassigns.

Indemnification and Insurance. 10.1 The Company shall (a) From and after the Effective Time, solely to the extent that the Partnership or the Partnership GP or any applicable Subsidiary thereof would be permitted to indemnify an Indemnified Person immediately prior to the Employee againstEffective Time, the Surviving Entity and the Partnership GP jointly and severally agree to (i) indemnify, defend and hold him harmless, from harmless against any and all judgments, penalties (including excise and similar taxes), fines, settlements and cost or expenses (including attorney's fees attorneys’ fees), judgments, settlements, fines and court costs) actually other sanctions, losses, claims, damages or liabilities and reasonably incurred by him amounts paid in settlement in connection with any actionactual or threatened Proceeding, suit or proceeding whether civil, criminal, administrative, arbitrative or investigative, any appeal in such an action, suit or proceeding whether or not by or in the right and provide advancement of expenses with respect to each of the Company to which Employee is or may be made a party or is or shall be threatened to be made a party by reason of the fact that the Employee is an officerforegoing to, employee or agent of the Company or is or was serving at the request of the Company as a director, officer, partner, venturer, proprietor, trustee, employee, agent or similar functionary of another corporation, partnership, joint venture, sole proprietorship, trust, nonprofit entity, employee benefit plan or other enterprise, all Indemnified Persons to the fullest extent permitted by under applicable Law and (ii) honor the provisions regarding elimination of liability of officers and directors, indemnification of officers, directors and employees and advancement of expenses contained in the Organizational Documents of the Partnership and the Partnership GP immediately prior to the Effective Time and ensure that the Organizational Documents of the Surviving Entity and the Partnership GP or any applicable lawof their respective successors or assigns, if applicable, shall, for a period of six years following the Effective Time, contain provisions no less favorable with respect to indemnification, advancement of expenses and exculpation of present and former directors, officers, employees and agents of the Partnership and the Partnership GP than are presently set forth in such Organizational Documents. Any right of an Indemnified Person pursuant to this Section 6.7(a) shall not be amended, repealed, terminated or otherwise modified at any time in a manner that would adversely affect the rights of such Indemnified Person as provided herein, and shall be enforceable by such indemnity Indemnified Person and their respective heirs and representatives against the Surviving Entity and the Partnership GP and their respective successors and assigns. (b) Parent shall inure maintain in effect for six years from the Effective Time the Partnership’s current directors’ and officers’ liability insurance policies covering acts or omissions occurring at or prior to the benefit Effective Time with respect to Indemnified Persons (provided that Parent may substitute therefor policies with reputable carriers of at least the heirs, executors same coverage containing terms and administrators of conditions that are no less favorable to the Employee. 10.2 The right to indemnification under this section 10 shall include the Employee's right to be paid by the Company the expenses incurred in defending any such proceeding in advance of its dispositionIndemnified Persons); provided, however, that in no event shall Parent be required to expend pursuant to this Section 6.7(b) more than an amount per year equal to 300% of current annual premiums paid by the Partnership or the Partnership GP for such insurance (the “Maximum Amount”). In the event that, if but for the applicable law requiresproviso to the immediately preceding sentence, Parent would be required to expend more than the Maximum Amount, Parent shall obtain the maximum amount of such insurance as is available for the Maximum Amount. If the GP Board in its sole discretion elects, then, in lieu of the obligations of Parent under this Section 6.7(b), the payment Partnership may (but shall be under no obligation to), prior to the Effective Time, purchase a six-year “tail policy” with respect to acts or omissions occurring or alleged to have occurred prior to the Effective Time that were committed or alleged to have been committed by such Indemnified Persons in their capacity as such. (c) The rights of any Indemnified Person under this Section 6.7 shall be in addition to any other rights such expenses incurred by Indemnified Person may have under the Employee in advance Organizational Documents of the final Partnership and the Partnership GP or any indemnification agreements, or the DLLCA and DRULPA. The provisions of this Section 6.7 shall survive the consummation of the transactions contemplated hereby for a period of six years and are expressly intended to benefit each of the Indemnified Persons and their respective heirs and representatives; provided, however, that in the event that any claim or claims for indemnification or advancement set forth in this Section 6.7 are asserted or made within such six-year period, all rights to indemnification and advancement in respect of any such claim or claims shall continue until disposition of all such claims. If the Surviving Entity and/or the Partnership GP, or any of their respective successors or assigns (i) consolidates with or merges into any other Person, or (ii) transfers or conveys all or substantially all of their businesses or assets to any other Person, then, in each such case, to the extent necessary, a proceeding proper provision shall be made only upon delivery to so that the Company of an undertaking, by or on behalf successors and assigns of the Employee, to repay all amounts so advanced if it Surviving Entity or the Partnership GP shall ultimately be determined that assume the Employee is not entitled to be indemnified under this section 9 or otherwise. 10.3 The Company shall purchase and maintin insurance coverage in an amount to be determined from time to time by the Board taking into account the nature and extent obligations of the Company's activities Surviving Entity and the cost of coverage, but Partnership GP set forth in no event less than that maintained by the Company for any other director or executive officer of the Company, on behalf of the Employee both in his capacity as an officer, director and employee of the Company and if be so serves at the request of the Company, as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterise, against any legally insurable liability asserted against the Employee and incurred by the Employee in any such capacity, or arising out of the Employee's status as suchthis Section 6.7.

Indemnification and Insurance. 10.1 The (a) From and after the Effective Time, solely to the extent that the Partnership or the Partnership GP or any applicable Subsidiary thereof would be permitted to indemnify an Indemnified Person immediately prior to the Effective Time, the Company shall and the Surviving Entity jointly and severally agree to (i) indemnify the Employee against, and hold him harmless, from harmless against any and all judgments, penalties cost or expenses (including excise and similar taxesattorneys’ fees), judgments, fines, settlements losses, claims, damages or liabilities and expenses (including attorney's fees and court costs) actually and reasonably incurred by him amounts paid in settlement in connection with any actionactual or threatened Proceeding, suit or proceeding whether civil, criminal, administrative, arbitrative or investigative, any appeal in such an action, suit or proceeding whether or not by or in the right and provide advancement of expenses with respect to each of the Company to which Employee is or may be made a party or is or shall be threatened to be made a party by reason of the fact that the Employee is an officerforegoing to, employee or agent of the Company or is or was serving at the request of the Company as a director, officer, partner, venturer, proprietor, trustee, employee, agent or similar functionary of another corporation, partnership, joint venture, sole proprietorship, trust, nonprofit entity, employee benefit plan or other enterprise, all Indemnified Persons to the fullest extent permitted by under applicable Law and (ii) honor the provisions regarding elimination of liability of officers and directors, indemnification of officers, directors and employees and advancement of expenses contained in the Organizational Documents of the Partnership and the Partnership GP immediately prior to the Effective Time and ensure that the Organizational Documents of the Partnership and the Partnership GP or any applicable lawof their respective successors or assigns, if applicable, shall, for a period of six (6) years following the Effective Time, contain provisions no less favorable with respect to indemnification, advancement of expenses and exculpation of present and former directors, officers, employees and agents of the Partnership and the Partnership GP than are presently set forth in such Organizational Documents. Any right of an Indemnified Person pursuant to this Section 6.04(a) shall not be amended, repealed, terminated or otherwise modified at any time in a manner that would adversely affect the rights of such Indemnified Person as provided herein, and shall be enforceable by such indemnity Indemnified Person and their respective heirs and representatives against the Company and the Partnership GP and their respective successors and assigns. (b) The Company shall inure maintain in effect for six (6) years from the Effective Time directors’ and officers’ liability insurance policies covering acts or omissions occurring at or prior to the benefit of the heirs, executors and administrators of the Employee. 10.2 The right Effective Time with respect to indemnification under this section 10 shall include the Employee's right to be paid by Indemnified Persons (provided that the Company may substitute therefor policies with reputable carriers of at least the expenses incurred in defending any such proceeding in advance of its dispositionsame coverage containing terms and conditions that are no less favorable to the Indemnified Persons); provided, however, that in no event shall the Company be required to expend pursuant to this Section 6.04(b) more than an amount per year equal to 300% of current annual premiums paid by the Partnership for such insurance (the “Maximum Amount”). In the event that, if but for the applicable law requiresproviso to the immediately preceding sentence, the payment Company would be required to expend more than the Maximum Amount, the Company shall obtain the maximum amount of such expenses incurred by insurance as is available for the Employee Maximum Amount. If the Company in advance its sole discretion elects, then, in lieu of the final obligations of the Company under this Section 6.04(b), the Company may (but shall be under no obligation to), prior to the Effective Time, purchase a “tail policy” with respect to acts or omissions occurring or alleged to have occurred prior to the Effective Time that were committed or alleged to have been committed by such Indemnified Persons in their capacity as such. (c) The rights of any Indemnified Person under this Section 6.04 shall be in addition to any other rights such Indemnified Person may have under the Organizational Documents of the Partnership and the Partnership GP, any indemnification agreements, or the DLLCA and DRULPA. The provisions of this Section 6.04 shall survive the consummation of the transactions contemplated by this Agreement for a period of six (6) years and are expressly intended to benefit each of the Indemnified Persons and their respective heirs and representatives; provided, however, that in the event that any claim or claims for indemnification or advancement set forth in this Section 6.04 are asserted or made within such six (6)-year period, all rights to indemnification and advancement in respect of any such claim or claims shall continue until disposition of all such claims. If the Company and/or the Partnership GP, or any of their respective successors or assigns (i) consolidates with or merges into any other Person, or (ii) transfers or conveys all or substantially all of their businesses or assets to any other Person, then, in each such case, to the extent necessary, a proceeding proper provision shall be made only upon delivery to so that the successors and assigns of the Company of an undertaking, by or on behalf of and/or the Employee, to repay all amounts so advanced if it Partnership GP shall ultimately be determined that assume the Employee is not entitled to be indemnified under this section 9 or otherwise. 10.3 The Company shall purchase and maintin insurance coverage in an amount to be determined from time to time by the Board taking into account the nature and extent of the Company's activities and the cost of coverage, but in no event less than that maintained by the Company for any other director or executive officer of the Company, on behalf of the Employee both in his capacity as an officer, director and employee obligations of the Company and if be so serves at the request of the Company, as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterise, against any legally insurable liability asserted against the Employee and incurred by the Employee Partnership GP set forth in any such capacity, or arising out of the Employee's status as suchthis Section 6.04.

Indemnification and Insurance. 10.1 (a) The Company By-Laws of the Surviving Corporation shall indemnify contain the Employee againstprovisions with respect to indemnification set forth in the By-Laws of GSMS on the date hereof, which provisions shall not be amended, repealed or otherwise modified for a period of six (6) years from the Effective Time in any manner that would adversely affect the rights thereunder of individuals who on or prior to the Effective Time were directors, officers, employees or agents of GSMS, unless such modification is required by law. (b) After the Effective Time, PSS will, and will cause the Surviving Corporation to, indemnify and hold him harmlessharmless the present and former officers, directors, employees and agents of GSMS (the "Indemnified Parties") in respect of acts or omissions occurring on or prior to the Effective Time to the extent and subject to the terms of GSMS's Certificate of Incorporation and Bylaws or any indemnification agreement with GSMS officers and directors to which GSMS is a party, in each case in effect on the date hereof; provided that such indemnification shall be subject to any limitation imposed from time to time under applicable law. Without limitation of the foregoing, and subject to GSMS's Certificate of Incorporation or Bylaws or any and all judgmentsapplicable indemnification agreement in effect on this date, penalties (including excise and similar taxes)in the event any such Indemnified Party is or becomes involved in any capacity in any action, fines, settlements and expenses (including attorney's fees and court costs) actually and reasonably incurred by him proceeding or investigation in connection with any action, suit matter relating to this Agreement or proceeding whether civil, criminal, administrative, arbitrative the transactions contemplated hereby occurring on or investigative, any appeal in such an action, suit or proceeding whether or not by or in the right of the Company to which Employee is or may be made a party or is or shall be threatened to be made a party by reason of the fact that the Employee is an officer, employee or agent of the Company or is or was serving at the request of the Company as a director, officer, partner, venturer, proprietor, trustee, employee, agent or similar functionary of another corporation, partnership, joint venture, sole proprietorship, trust, nonprofit entity, employee benefit plan or other enterprise, prior to the fullest extent permitted by any applicable lawEffective Time, PSS shall, or cause the Surviving Corporation to, pay as incurred such Indemnified Party's reasonable legal and such indemnity shall inure to the benefit of the heirs, executors and administrators of the Employee. 10.2 The right to indemnification under this section 10 shall include the Employee's right to be paid by the Company the other expenses incurred in defending any such proceeding in advance of its disposition; provided, however, that, if the applicable law requires, the payment of such expenses incurred by the Employee in advance of the final disposition of a proceeding shall be made only upon delivery to the Company of an undertaking, by or on behalf of the Employee, to repay all amounts so advanced if it shall ultimately be determined that the Employee is not entitled to be indemnified under this section 9 or otherwise. 10.3 The Company shall purchase and maintin insurance coverage in an amount to be determined from time to time by the Board taking into account the nature and extent of the Company's activities and (including the cost of coverage, but any investigation and preparation) incurred in no event less than that maintained by the Company for any other director or executive officer of the Company, on behalf of the Employee both in his capacity as an officer, director and employee of the Company and if be so serves at the request of the Company, as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterise, against any legally insurable liability asserted against the Employee and incurred by the Employee in any such capacity, or arising out of the Employee's status as suchconnection therewith.

Indemnification and Insurance. 10.1 The Company (a) For a period of six (6) years after the Effective Time (and until such later date as of which any Action against any Indemnified Party commenced during such six (6)-year period shall indemnify have been finally disposed of) (such six (6)-year anniversary of the Employee againstEffective Time or, if applicable, such later date, the “Extended Date”), Parent shall, and hold him harmlessshall cause the Surviving Corporation and its Subsidiaries and, from any and after the Upstream Merger, the Surviving Company and its Subsidiaries to, honor and fulfill in all judgments, penalties respects the obligations (including excise both indemnification and similar taxes), fines, settlements and expenses (including attorney's fees and court costsadvancement of expenses) actually and reasonably incurred by him in connection with any action, suit or proceeding whether civil, criminal, administrative, arbitrative or investigative, any appeal in such an action, suit or proceeding whether or not by or in the right of the Company to which Employee is and its Subsidiaries under their respective certificates of incorporation or may be made a party bylaws (or is or shall be threatened to be made a party by reason any similar organizational documents) and under any indemnification agreements, in each case, in effect on the date of this Agreement, for the benefit of (x) any of the fact that Company’s or its Subsidiaries’ current or former directors and officers and any Person who becomes a director or officer of the Employee is Company or any of its Subsidiaries prior to the Effective Time or (y) any Person serving or who prior to the Effective Time has served on the board of directors or board of managers (or similar governing body) of another Person, or as an officer, employee or agent of the Company or is or was serving another Person, at the request of the Company or its Subsidiaries, in the case of each of clauses (x) and (y), in each such individual’s capacity as a directordescribed in such clause (collectively, officerthe “Indemnified Parties”); provided, partner, venturer, proprietor, trustee, employee, agent or similar functionary of another corporation, partnership, joint venture, sole proprietorship, trust, nonprofit entity, employee benefit plan or other enterprise, to the fullest extent permitted by any applicable law, and such indemnity that Parent shall inure be entitled to the benefit of the heirssame express limitations on such obligations as the Surviving Corporation and the Surviving Company under such organization documents, executors indemnification agreements and administrators applicable Law. In addition, for the period following the Effective Time and until the Extended Date, Parent shall cause the certificates of incorporation, certificates of formation and bylaws and operating agreements, as applicable (and other similar organizational documents) of the Employee. 10.2 The right to indemnification under this section 10 shall include the Employee's right to be paid by the Company the expenses incurred in defending any such proceeding in advance of its disposition; provided, however, that, if the applicable law requiresSurviving Corporation, the payment Surviving Company and their respective Subsidiaries to contain provisions with respect to indemnification, advancement of such expenses incurred by the Employee and exculpation in advance favor of the final disposition of a proceeding shall be made only upon delivery Indemnified Parties (in their capacities as such) for events and Actions to the Company extent relating to periods at or prior to the Effective Time that are no less advantageous to the Indemnified Parties (in their capacities as such) than the corresponding provisions in the certificate of an undertaking, by incorporation and bylaws (or on behalf of the Employee, to repay all amounts so advanced if it shall ultimately be determined that the Employee is not entitled to be indemnified under this section 9 or otherwise. 10.3 The Company shall purchase and maintin insurance coverage in an amount to be determined from time to time by the Board taking into account the nature and extent of the Company's activities and the cost of coverage, but in no event less than that maintained by the Company for any other director or executive officer of the Company, on behalf of the Employee both in his capacity as an officer, director and employee similar organizational documents) of the Company and if be so serves at the request of the Companyor its applicable Subsidiary, as a directorthe case may be, officereach as in effect on the date of this Agreement, employee and during such period, such provisions shall not be amended, repealed or agent of another corporation, partnership, joint venture, trust or other enterise, against any legally insurable liability asserted against the Employee and incurred by the Employee otherwise modified in any such capacityrespect, or arising out of the Employee's status except as suchrequired by Law.

Indemnification and Insurance. 10.1 (a) The Company shall indemnify Surviving Corporation, Parent and Merger Sub agree that all rights to exculpation, indemnification and advancement of expenses now existing in favor of the Employee againstcurrent or former directors or officers (collectively, and hold him harmless, from any and all judgments, penalties (including excise and similar taxesthe “Indemnified Parties”), finesas the case may be, settlements and expenses (including attorney's fees and court costs) actually and reasonably incurred by him in connection with any action, suit or proceeding whether civil, criminal, administrative, arbitrative or investigative, any appeal in such an action, suit or proceeding whether or not by or in the right of the Company to which Employee is or may be made a party or is or shall be threatened to be made a party by reason of the fact that the Employee is an officer, employee or agent of the Company or is its Subsidiaries as provided in their respective certificates of incorporation or was serving at bylaws or other organizational documents or in any agreement with the request Company or any of its Subsidiaries set forth in Section 5.10(a) of the Company as a directorDisclosure Letter shall survive the Merger and shall continue in full force and effect. The Surviving Corporation shall maintain in effect the exculpation, officer, partner, venturer, proprietor, trustee, employee, agent indemnification and advancement of expenses provisions of the Company’s and any Company Subsidiary’s certificates of incorporation and bylaws or similar functionary organizational documents as in effect immediately prior to the Effective Time or in any indemnification agreements of another corporationthe Company or its Subsidiaries with any of their respective directors or officers as in effect immediately prior to the Effective Time and set forth in Section 5.10(a) of the Company Disclosure Letter, partnershipand shall not amend, joint venturerepeal or otherwise modify any such provisions in any manner that would adversely affect the rights thereunder of any individuals who at the Effective Time were current or former directors or officers of the Company or any of its Subsidiaries. (b) Without limiting Section 5.10(a) or any rights of any Indemnified Party pursuant to any indemnification arrangement, sole proprietorshipfrom and after the acceptance for payment of, trustand payment by Merger Sub for, nonprofit entityany shares of Common Stock pursuant to the Offer, employee benefit plan in the event of any threatened or other enterpriseactual Proceeding, whether civil, criminal or administrative, based in whole or in part on, or arising in whole or in part out of, or pertaining to this Agreement or any of the Transactions, whether in any case asserted or arising before or after the Effective Time, the Surviving Corporation shall indemnify and hold harmless, as and to the fullest extent permitted by applicable Law, each such Indemnified Party against any applicable lawlosses, claims, damages, liabilities, costs, expenses (including reasonable attorney’s fees and such indemnity shall inure to the benefit of the heirs, executors and administrators of the Employee. 10.2 The right to indemnification under this section 10 shall include the Employee's right to be paid by the Company the expenses incurred in defending any such proceeding in advance of its disposition; provided, however, that, if the applicable law requires, the payment of such expenses incurred by the Employee in advance of the final disposition of a proceeding any Proceeding to each Indemnified Party to the fullest extent permitted by applicable Law upon receipt of any undertaking required by applicable Law), judgments, fines and amounts paid in settlement of or in connection with any such threatened or actual Proceeding. None of Parent or the Surviving Corporation shall settle, compromise or consent to the entry of any judgment in any threatened or actual Proceeding for which indemnification could be sought by an Indemnified Party hereunder, unless such settlement, compromise or consent includes an unconditional release of such Indemnified Party from all liability arising out of such Proceeding or such Indemnified Party otherwise consents in writing to such settlement, compromise or consent. Parent and the Surviving Corporation shall cooperate with an Indemnified Party in the defense of any matter for which such Indemnified Party could seek indemnification hereunder, in each case at its own expense; provided that, absent an actual or potential conflict of interest, in which case such Indemnified Party shall control and appoint its own lead counsel at Parent’s or the Surviving Corporation’s expense, as applicable, Parent and the Surviving Corporation shall be made only entitled to control and appoint lead counsel for such defense. Parent’s and the Surviving Corporation’s obligations under this Section 5.10(b) shall continue in full force and effect for the period beginning upon delivery the acceptance for payment of, and payment by Merger Sub for, any shares of Common Stock pursuant to the Company Offer and ending six years from the Effective Time; provided, however, that all rights to indemnification in respect of an undertaking, by any Proceeding asserted or on behalf made within such period shall continue until the final disposition of the Employee, to repay all amounts so advanced if it shall ultimately be determined that the Employee is not entitled to be indemnified under this section 9 or otherwisesuch Proceeding. 10.3 (c) The Company’s directors and officers liability insurance policies in effect at the Effective Time shall continue in force until their regular expiration dates (or such other date at mutually agreed upon by Company and Parent) with respect to acts or omissions prior to the Effective Time. Prior to the Effective Time, Company shall (and if the Company fails to, Parent shall cause the Surviving Corporation to) arrange for and purchase a six-year prepaid non-cancellable extension or runoff period (a “tail,” runoff period or extended reporting period) at Company’s expense and maintin at no cost to the beneficiaries thereof on terms and conditions providing substantially equivalent benefits as the current policies of directors’ and officers’ liability insurance coverage in an amount to be determined from time to time by the Board taking into account the nature and extent of the Company's activities and the cost of coverage, but in no event less than that fiduciary liability insurance maintained by the Company and its Subsidiaries with respect to matters arising on or before the Effective Time, covering without limitation the transactions contemplated herein; provided, however, that the Surviving Corporation shall not be required to, and, without the prior written consent of Parent, the Company may not, expend therefor in excess of 300% of the annualized premium, in the aggregate, for such policies in force at the Effective Time; provided, however, that if such prepaid tail, runoff period or extended reporting period is not available at a cost per year equal to or less than 300% or less of the annualized premium, in the aggregate, for such policies in force at the Effective Time, the Company or the Surviving Corporation, as applicable, shall purchase the best coverage as available for such amount. Parent shall cause such tail, runoff period or extended reporting period to be maintained in full force and effect, for its full term, and cause all obligations thereunder to be honored by the Surviving Corporation. (d) Parent shall or shall cause to be paid all reasonable expenses, including reasonable attorneys’ fees, that may be incurred by any Indemnified Party in enforcing the obligations set forth in this Section 5.10. (e) The rights of each Indemnified Party hereunder shall be in addition to, and not in limitation of, any other director rights such Indemnified Party may have under the certificates of incorporation or executive officer of the Company, on behalf of the Employee both in his capacity as an officer, director and employee bylaws or other organizational documents of the Company or any of its Subsidiaries or the Surviving Corporation, any other indemnification arrangement, the DGCL or otherwise. Notwithstanding anything in this Agreement to the contrary, the obligations under this Section 5.10 shall not be terminated or modified in such a manner as to adversely affect any Indemnified Party without the consent of such Indemnified Party. (f) In the event Parent, the Surviving Corporation or any of their respective successors or assigns (i) consolidates with or merges into any other Person and if shall not be the continuing or surviving corporation or entity in such consolidation or merger or (ii) transfers all or substantially all of its properties and assets to any Person, then, and in either such case, proper provision shall be made so serves at that the request successors and assigns of Parent or the Surviving Corporation, as the case may be, shall assume the obligations set forth in this Section 5.10. (g) From and after the Effective Time, the Surviving Corporation and its Subsidiaries shall (and Parent shall cause the Surviving Corporation and its Subsidiaries as of the CompanyEffective Time to) honor and perform in all respects to the maximum extent permitted by applicable Law, as a directorin accordance with their respective terms, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterise, against any legally insurable liability asserted against the Employee and incurred by the Employee in any such capacity, or arising out each of the Employee's status as suchcovenants contained in this Section 5.10.

Indemnification and Insurance. 10.1 The Company (a) From and after the Effective Time, Schlumberger and the Surviving Entity (i) shall indemnify the Employee againstindemnify, defend and hold him harmlessharmless each person who is, from or at any time prior to the Effective Time has been, a director, officer or employee of Xxxxx or any of its Subsidiaries and all judgmentseach person who is, penalties (including excise and similar taxes)or at any time prior to the Effective Time, fines, settlements and expenses (including attorney's fees and court costs) actually and reasonably incurred by him in connection with any action, suit or proceeding whether civil, criminal, administrative, arbitrative or investigative, any appeal in such an action, suit or proceeding whether or not by or in the right of the Company to which Employee is or may be made a party or is or shall be threatened to be made a party by reason of the fact that the Employee is an officer, employee or agent of the Company or is or was serving served at the request of the Company as a director, officer, partner, venturer, proprietor, trustee, employee, agent or similar functionary of another corporation, partnership, joint venture, sole proprietorship, trust, nonprofit entity, employee benefit plan or other enterprise, to the fullest extent permitted by any applicable law, and such indemnity shall inure to the benefit of the heirs, executors and administrators of the Employee. 10.2 The right to indemnification under this section 10 shall include the Employee's right to be paid by the Company the expenses incurred in defending any such proceeding in advance of its disposition; provided, however, that, if the applicable law requires, the payment of such expenses incurred by the Employee in advance of the final disposition of a proceeding shall be made only upon delivery to the Company of an undertaking, by or on behalf of the Employee, to repay all amounts so advanced if it shall ultimately be determined that the Employee is not entitled to be indemnified under this section 9 or otherwise. 10.3 The Company shall purchase and maintin insurance coverage in an amount to be determined from time to time by the Board taking into account the nature and extent of the Company's activities and the cost of coverage, but in no event less than that maintained by the Company for any other director or executive officer of the Company, on behalf of the Employee both in his capacity as an officer, director and employee of the Company and if be so serves at the request of the Company, Xxxxx as a director, officer, employee or agent of another corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans (individually, an “Indemnified Party” and, collectively, the “Indemnified Parties”) against all expense, liability and loss (including attorneys’ fees, judgments, fines, ERISA excise Taxes or penalties and amounts paid or to be paid in settlement) reasonably incurred or suffered by such person in connection with any action, suit or proceeding, whether civil, criminal, administrative or investigative (an “Action”), by reason of the fact that such Indemnified Party is or was a director, officer, employee or agent of Xxxxx, any of its Subsidiaries or any such corporation, partnership, joint venture, trust or other enteriseenterprise, against any legally insurable liability asserted against to the Employee fullest extent permitted by Applicable Law, and (ii) without limitation to clause (i), to the fullest extent permitted by Applicable Law, shall also advance expenses as incurred to the same such extent; provided that the person to whom fees and expenses are advanced shall, if required by Applicable Law, provide an undertaking to repay such advances if it is ultimately determined that such person is not entitled to indemnification; and provided, further, that the Employee Surviving Entity shall not be required to pay the fees and expenses of more than one counsel (which counsel shall be reasonably acceptable to the Surviving Entity) in addition to local counsel for all Indemnified Parties in any single Action unless, in the good faith judgment of any of the Indemnified Parties, there is or may be a conflict of interest between two or more of such capacityIndemnified Parties. (b) At or prior to the Effective Time, Xxxxx may purchase a “tail” directors’ and officers’ liability insurance policy covering the Indemnified Parties who are or at any time prior to the Effective Time covered by Xxxxx’x existing directors’ and officers’ liability insurance policies for at least six years after the Effective Time on terms no less advantageous to the Indemnified Parties than such existing insurance, provided that the premium thereof shall not exceed the amount specified in Section 7.17(a) of the Xxxxx Disclosure Letter. If Xxxxx does not purchase such a policy, then for a period of six years after the Effective Time, the Surviving Entity shall cause to be maintained officers’ and directors’ liability insurance covering the Indemnified Parties who are, or arising out at any time prior to the Effective Time were, covered by Xxxxx’x existing officers’ and directors’ liability insurance policies on terms substantially no less advantageous to the Indemnified Parties than such existing insurance, provided that the Surviving Entity shall not be required to pay annual premiums in excess of 300% of the Employee's status last annual premium paid by Xxxxx prior to the date hereof (the amount of which premium is set forth in Section 7.17(b)(2) of the Xxxxx Disclosure Letter), but in such case shall purchase as suchmuch coverage as reasonably practicable for such amount. In either case, Schlumberger and the Surviving Entity will maintain such policies in full force and effect and honor the obligations thereunder. (c) In the event Schlumberger or the Surviving Entity or any of their respective successors or assigns (i) consolidates with or merges into any other person and shall not be the continuing or surviving corporation or entity in such consolidation or merger or (ii) transfers all or substantially all of its properties and assets to any person, then and in either such case, proper provision shall be made so that the successors and assigns of the Surviving Entity shall assume the obligations set forth in this Section 7.17.

Indemnification and Insurance. 10.1 The Company shall indemnify the Employee against, (a) Parent and hold him harmless, from any and Merger Sub agree that all judgments, penalties (including excise and similar taxes), fines, settlements and expenses (including attorney's fees and court costs) actually and reasonably incurred rights to indemnification by him in connection with any action, suit or proceeding whether civil, criminal, administrative, arbitrative or investigative, any appeal in such an action, suit or proceeding whether or not by or in the right of the Company now existing in favor of each person who is now, or has been at any time prior to which Employee is the date hereof or may be made a party who becomes prior to the Effective Time an officer or is or shall be threatened to be made a party by reason of the fact that the Employee is an officer, employee or agent director of the Company or is any Company Subsidiary or was serving at the request an employee of the Company or any Company Subsidiary who acts as a directorfiduciary under any of the Company Employee Benefit Plans (each an “Indemnified Party”) as provided in the Company’s certificate of incorporation or bylaws, officerin each case as in effect on the date of this Agreement, partneror pursuant to any other agreements in effect on the date hereof, venturercopies of which have been provided to Parent, proprietorincluding provisions relating to the advancement of expenses incurred in the defense of any action or suit, trusteeshall survive the Merger and shall remain in full force and effect. From and after the Effective Time, employee, agent or similar functionary of another corporation, partnership, joint venture, sole proprietorship, trust, nonprofit entity, employee benefit plan or other enterpriseParent and the Surviving Corporation shall be jointly and severally liable to pay and perform in a timely manner such indemnification obligations. (b) For six years after the Effective Time, to the fullest full extent permitted by any under applicable law, Parent and the Surviving Corporation (the “Indemnifying Parties”) shall jointly and severally indemnify, defend and hold harmless each Indemnified Party against all losses, claims, damages, liabilities, fees, expenses, judgments and fines arising in whole or in part out of actions or omissions in their capacity as such indemnity shall inure occurring at or prior to the benefit Effective Time (including in respect of the heirsthis Agreement), executors and administrators will reimburse each Indemnified Party for any legal or other expenses reasonably incurred by such Indemnified Party in connection with investigating or defending any such losses, claims, damages, liabilities, fees, expenses, judgments and fines as such expenses are incurred; provided that nothing herein shall impair any rights to indemnification of the Employeeany Indemnified Party referred to in clause (a) above. 10.2 The right (c) Parent shall cause the Surviving Corporation to indemnification under maintain the Company’s officers’ and directors’ liability insurance policies, in effect on the date of this section 10 Agreement (the “D&O Insurance”), for a period of not less than six years after the Effective Time, but only to the extent related to actions or omissions prior to the Effective Time; provided, that (i) the Surviving Corporation may substitute therefor policies of at least the same coverage and amounts containing terms no less advantageous to such former directors or officers and (ii) such substitution shall include not result in gaps or lapses of coverage with respect to matters occurring prior to the Employee's right Effective Time; provided, further, that in no event shall Parent or the Surviving Corporation be required to be expend more than an amount per year equal to 200% of current annual premiums paid by the Company for such insurance (the expenses incurred in defending any such proceeding in advance of its disposition“Maximum Amount”) to maintain or procure insurance coverage pursuant hereto; provided, howeverfurther, that, that if the applicable law requiresamount of the annual premiums necessary to maintain or procure such insurance coverage exceeds the Maximum Amount, Parent and the payment Surviving Corporation shall procure and maintain for such six-year period as much coverage as reasonably practicable for the Maximum Amount. Parent shall have the right to cause coverage to be extended under the Company’s D&O Insurance by obtaining a six-year “tail” policy on terms and conditions no less advantageous than the Company’s existing D&O Insurance, and such “tail” policy shall satisfy the provisions of this Section 5.9(c). (d) The obligations of Parent and the Surviving Corporation under this Section 5.9 shall survive the consummation of the Merger and shall not be terminated or modified in such a manner as to adversely affect any Indemnified Party to whom this Section 5.9 applies without the consent of such expenses incurred by affected Indemnified Party (it being expressly agreed that the Employee Indemnified Parties to whom this Section 5.9 applies shall be third party beneficiaries of this Section 5.9, each of whom may enforce the provisions of this Section 5.9). (e) If Parent or the Surviving Corporation or any of their respective successors or assigns (i) consolidates with or merges into any other Person and shall not be the continuing or Surviving Corporation or entity of such consolidation or merger or (ii) transfers all or substantially all of its properties and assets to any Person, then, and in advance of the final disposition of a proceeding each such case, proper provision shall be made only upon delivery to the Company of an undertaking, by or on behalf of the Employee, to repay all amounts so advanced if it shall ultimately be determined that the Employee is not entitled to be indemnified under this section 9 successors and assigns of Parent or otherwise. 10.3 The Company shall purchase and maintin insurance coverage in an amount to be determined from time to time by the Board taking into account the nature and extent of the Company's activities and the cost of coverage, but in no event less than that maintained by the Company for any other director or executive officer of the Company, on behalf of the Employee both in his capacity as an officer, director and employee of the Company and if be so serves at the request of the CompanySurviving Corporation, as a directorthe case may, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterise, against any legally insurable liability asserted against be shall assume the Employee and incurred by the Employee obligations set forth in any such capacity, or arising out of the Employee's status as suchthis Section 5.9.

Indemnification and Insurance. 10.1 The Company (a) From and after the Effective Time, Parent agrees that it shall indemnify the Employee against, and hold him harmlessharmless each current or former director, from manager or officer, as the case may be, of the Company, Parent and their respective Subsidiaries (each, together with such person’s heirs, executors or administrators, a “D&O Indemnified Party”) against any and all judgments, penalties costs or expenses (including excise and similar taxesreasonable attorneys’ fees), judgments, fines, settlements and expenses (including attorney's fees and court costs) actually and reasonably losses, claims, damages or liabilities incurred by him in connection with any actionAction, suit or proceeding whether civil, criminal, administrative, arbitrative administrative or investigative, any appeal in such an actionarising out of or pertaining to matters existing or occurring at or prior to the Effective Time, suit whether asserted or proceeding whether claimed prior to, at or not by or in after the right of the Company to which Employee is or may be made a party or is or shall be threatened to be made a party by reason of the fact that the Employee is an officer, employee or agent of the Company or is or was serving at the request of the Company as a director, officer, partner, venturer, proprietor, trustee, employee, agent or similar functionary of another corporation, partnership, joint venture, sole proprietorship, trust, nonprofit entity, employee benefit plan or other enterpriseEffective Time, to the fullest extent that the Company, Parent or their respective Subsidiaries, as the case may be, would have been permitted by under applicable Law and their respective organizational documents in effect on the date of this Agreement to indemnify such D&O Indemnified Parties (including the advancing of expenses as incurred to the fullest extent permitted under applicable Law). Without limiting the foregoing, Parent agrees that all rights to exculpation, indemnification and advancement of expenses now existing in favor of each D&O Indemnified Party, as provided in the applicable organizational documents or in any applicable lawindemnification agreement with the Company, Parent or their respective Subsidiaries set forth on Schedule 8.01(a) shall survive the Closing and shall continue in full force and effect. For a period of six years after the Closing Date, Parent shall, and such indemnity shall inure cause the Surviving Entity and its Subsidiaries to, maintain in effect exculpation, indemnification and advancement of expenses provisions in the organizational documents of Parent, the Company and their respective Subsidiaries no less favorable to the benefit D&O Indemnified Parties than the similar provisions included in the organizational documents of the heirsParent, executors and administrators of the Employee. 10.2 The right to indemnification under this section 10 shall include the Employee's right to be paid by the Company and their respective Subsidiaries, to the expenses incurred extent applicable, as in defending effect immediately prior to the Closing Date or in any indemnification agreements of Parent, the Company and their respective Subsidiaries with any D&O Indemnified Party as in effect as of immediately prior to the Closing Date, and Parent shall not, and shall cause the Surviving Entity and its Subsidiaries not to, amend, repeal or otherwise modify any such proceeding provisions in advance any manner that would adversely affect the rights thereunder of its dispositionany D&O Indemnified Party, in each case, except as required by Law; provided, however, thatthat all rights to indemnification or advancement of expenses in respect of any Actions pending or asserted or any claim made within such period shall continue until the disposition of such Action or resolution of such claim. From and after the Closing Date, if Parent shall, and shall cause the applicable law requiresSurviving Entity and its Subsidiaries to, honor, in accordance with their respective terms, each of the covenants contained in this Section 8.01 without limit as to time. (b) Prior to the Closing, the payment Company shall purchase a “tail” or “runoff” directors’ and officers’ liability insurance policy (the “D&O Tail”) in respect of acts or omissions occurring prior to the Effective Time covering each such Person that is a director or officer of the Company or one or more of its Subsidiaries currently covered by a directors’ and officers’ liability insurance policy of the Company or one or more of its Subsidiaries on terms with respect to coverage, deductibles and amounts no less favorable than those of such expenses incurred policy in effect on the date of this Agreement for the six-year period following the Closing. Parent shall, and shall cause the Surviving Entity to, maintain the D&O Tail in full force and effect for its full term and cause all obligations thereunder to be honored by the Employee Surviving Entity and its Subsidiaries, as applicable, and no other party shall have any further obligation to purchase or pay for such insurance pursuant to this Section 8.01(b). (c) The rights of each D&O Indemnified Party hereunder shall be in advance addition to, and not in limitation of, any other rights such person may have under the organizational documents of Parent, the Company or their respective Subsidiaries, as applicable, any other indemnification agreement or arrangement, any Law or otherwise. The obligations of Parent, the Surviving Entity, the Company and their respective Subsidiaries under this Section 8.01 shall not be terminated or modified in such a manner as to adversely affect any D&O Indemnified Party without the consent of such D&O Indemnified Party. The provisions of this Section 8.01 shall survive the Closing and expressly are intended to benefit, and are enforceable by, each of the final disposition D&O Indemnified Parties, each of a proceeding whom is an intended third party beneficiary of this Section 8.01. (d) If Parent or, after the Closing, the Surviving Entity or its Subsidiaries, or any of their respective successors or assigns, (i) consolidates with or merges into any other Person and is not the continuing or surviving entity of such consolidation or merger or (ii) transfers or conveys all or substantially all of its properties and assets to any Person, then, in each such case, proper provision shall be made only upon delivery to the Company of an undertaking, by or on behalf of the Employee, to repay all amounts so advanced if it shall ultimately be determined that the Employee is not entitled to be indemnified under this section 9 successors and assigns of Parent, the Surviving Entity or otherwise. 10.3 The Company shall purchase and maintin insurance coverage in an amount to be determined from time to time by the Board taking into account the nature and extent of the Company's activities and the cost of coverage, but in no event less than that maintained by the Company for any other director or executive officer of the Company, on behalf of the Employee both in his capacity as an officer, director and employee of the Company and if be so serves at the request of the Companyits Subsidiaries, as a directorapplicable, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterise, against any legally insurable liability asserted against assume the Employee and incurred by the Employee obligations set forth in any such capacity, or arising out of the Employee's status as suchthis Section 8.01.

Indemnification and Insurance. 10.1 (a) The Company Buyer and the Surviving Corporation shall indemnify the Employee againstjointly and severally indemnify, defend and hold him harmlessharmless each person who is now, from or has been at any and all judgmentstime prior to the date hereof, penalties (including excise and similar taxes)or who becomes prior to the Effective Time, fines, settlements and expenses (including attorney's fees and court costs) actually and reasonably incurred by him in connection with any action, suit a director or proceeding whether civil, criminal, administrative, arbitrative or investigative, any appeal in such an action, suit or proceeding whether or not by or in the right of the Company to which Employee is or may be made a party or is or shall be threatened to be made a party by reason of the fact that the Employee is an officer, employee or agent officer of the Company or is or was serving at any of its Subsidiaries (the request of the Company as a director, officer, partner, venturer, proprietor, trustee, employee, agent or similar functionary of another corporation, partnership, joint venture, sole proprietorship, trust, nonprofit entity, employee benefit plan or other enterprise, “Indemnified Parties”) to the fullest extent permitted by any the DGCL from and against all liabilities, costs, expenses and claims (including without limitation reasonable legal fees and disbursements, which shall be paid, reimbursed or advanced by the Surviving Corporation in a manner consistent with applicable law, and such indemnity shall inure to the benefit provisions of the heirs, executors and administrators Company’s certificate of incorporation as in effect on the date hereof) arising out of the Employee. 10.2 The right to indemnification under this section 10 shall include the Employee's right to be paid by actions taken in performance of their duties as directors or officers of the Company the expenses incurred in defending or any such proceeding in advance of its dispositionSubsidiaries whether asserted or claimed prior to, at or after the Effective Time; provided, however, thatthe Buyer’s and Surviving Corporation’s obligations to the Indemnified Parties under this Section 6.5(a) shall not be effective until consummation of the Merger; provided, further, neither the Buyer nor the Surviving Corporation shall have any obligation hereunder to any Indemnified Party if the applicable law requires, the payment indemnification of such expenses incurred Indemnified Party in the manner contemplated hereby is determined pursuant to a final non-appealable judgment rendered by a court of competent jurisdiction to be prohibited by applicable Law. (b) The Surviving Corporation shall either: (i) maintain in effect, and the Buyer shall cause the Surviving Corporation to maintain, for six (6) years from and after the Effective Time, directors’ and officers’ liability insurance policies covering the persons who are currently covered in their capacities as such directors and officers by the Employee in advance Company’s current directors’ and officers’ policies and on terms not materially less favorable than the existing insurance coverage with respect to matters occurring prior to the Effective Time so long as the premium for such coverage does not exceed an amount equal to 300% of the final disposition of a proceeding shall be made only upon delivery last annual premium paid immediately prior to the Company of an undertaking, by or on behalf of the Employee, to repay all amounts so advanced if it shall ultimately be determined that the Employee is not entitled to be indemnified under this section 9 or otherwise. 10.3 The Company shall purchase and maintin insurance coverage in an amount to be determined from time to time by the Board taking into account the nature and extent of the Company's activities and the cost of coverage, but in no event less than that maintained date hereof by the Company for any other director such coverage (the “Maximum Premium”) or executive officer (ii) purchase a six (6)-year extended reporting period endorsement with respect to the Company’s current directors’ and officers’ liability insurance policies (a “Reporting Tail Endorsement”) and maintain such endorsement in full force and effect for its full term. If the Company’s existing insurance expires, is terminated or cancelled during such six-year period or exceeds the Maximum Premium, the Surviving Corporation shall obtain, and Buyer shall cause the Surviving Corporation to obtain, as much directors’ and officers’ liability insurance as can be obtained for the remainder of such period for an annualized premium not in excess of the CompanyMaximum Premium, on behalf terms and conditions no less advantageous to the Indemnified Parties than the Company’s existing directors’ and officers’ liability insurance. Notwithstanding anything to the contrary in this Agreement, the Company may, with the Buyer’s prior written consent, prior to the Effective Time, purchase a Reporting Tail Endorsement, provided that the Company does not pay more than six (6) times the Maximum Premium for such Reporting Tail Endorsement, in which case, the Surviving Corporation shall, and the Buyer shall cause the Surviving Corporation to maintain such Reporting Tail Endorsement in full force and effect for its full term, the Buyer shall be relieved from its obligations under the preceding two sentences of this Section 6.5(b) prior to the date hereof by the Company. (c) Except as may be limited by applicable Laws: (i) for six (6) years from and after the Effective Time, the indemnification obligations set forth in the Company’s certificate of incorporation and the Company’s By-Laws, in each case as of the Employee both date of this Agreement, shall survive the Merger and shall not be amended, repealed or otherwise modified after the Effective Time in his capacity as an officer, director and employee any manner that would adversely affect the rights thereunder of the Company individuals who on or at any time prior to the Effective Time were entitled to indemnification thereunder with respect to matters occurring prior to the Effective Time; and if be so serves at (ii) the request indemnification obligations of the Company, as set forth in other indemnification agreements to which it is a directorparty and as disclosed in Section 6.5 of the Company Disclosure Letter, officershall not be amended, employee repealed or agent otherwise modified after the Effective Time except as permitted by the terms and provisions of another corporationthose agreements. (d) The Buyer shall pay all expenses, partnershipincluding reasonable attorneys’ fees, joint venture, trust or other enterise, against any legally insurable liability asserted against the Employee and that may be incurred by the Employee persons referred to in any such capacity, or arising out this Section 6.5 in connection with the enforcement of their rights provided in this Section 6.5. (e) The provisions of this Section 6.5 are intended to be in addition to the rights otherwise available to the current officers and directors of the Employee's status as suchCompany by Law, charter, statute, bylaw or agreement, and shall operate for the benefit of, and shall be enforceable by, each of the Indemnified Parties, their heirs and their representatives.

Indemnification and Insurance. 10.1 The Company shall indemnify (a) Buyer agrees that (i) all rights to exculpation and indemnification for acts or omissions occurring at or prior to the Employee againstClosing Date, and hold him harmlesswhether asserted or claimed prior to, from any and all judgments, penalties at or after the Closing Date (including excise and similar taxes), fines, settlements and expenses (including attorney's fees and court costs) actually and reasonably incurred by him any matters arising in connection with any actionthe transactions contemplated by this Agreement), suit now existing in favor of the current or proceeding whether civilformer directors, criminalofficers or employees (in their capacity as such and not as shareholders or optionholders of the Company), administrativeas the case may be, arbitrative or investigative, any appeal in such an action, suit or proceeding whether or not by or in the right of the Company as provided in their respective Governing Documents entered into on or prior to the date hereof, copies of which Employee have been provided to Buyer, or in any agreement shall survive the transactions contemplated by this Agreement and shall continue in full force and effect, and (ii) Buyer shall maintain in effect provisions in the Governing Documents of each of the Group Companies regarding indemnification of officers and directors that are substantively identical to those contained in the Governing Documents of each of the Group Companies, in each case for a period of at least six (6) years from the date of this Agreement. Following the Closing Date, Buyer shall cause the Company to honor any indemnification agreements of the Company and its Subsidiaries with any of their respective directors, officers and employees existing as of the date hereof, copies of which have previously been provided to Buyer. For a period of six (6) years from and after the Closing Date, the Buyer shall either cause to be maintained in effect the current policies of directors’ and officers’ liability insurance and fiduciary liability insurance maintained by the Company or provide substitute policies or purchase a “tail policy,” in either case, of at least the same coverage and amounts containing terms and conditions which are, in the aggregate, no less advantageous in any material manner to the insureds with respect to claims arising from facts or events that occurred on or before the Closing Date, except that in no event shall Buyer be required to pay with respect to such insurance policies in respect of any one policy year more than 200% of the annual premium payable by the Company for such insurance for the year ending March 31, 2009 (the “Maximum Amount”), and if Buyer is or may unable to obtain the insurance required it shall obtain as much comparable insurance as possible for the years within such six-year period for an annual premium equal to the Maximum Amount, in respect of each policy year within such period. (b) The provisions of this Section 6.12 are intended to be made a party or is or for the benefit of, and shall be threatened to be made a party by reason enforceable by, each of the fact that Indemnified Managers and their heirs and legal representatives. (c) The rights of the Employee is an officer, employee or agent Indemnified Managers and their heirs and legal representatives under this section shall be in addition to any rights such Indemnified Managers may have under the Governing Documents of the Company or is or was serving at the request any of its Subsidiaries, any agreements between such persons and the Company as a directoror any of its Subsidiaries, officer, partner, venturer, proprietor, trustee, employee, agent or similar functionary of another corporation, partnership, joint venture, sole proprietorship, trust, nonprofit entity, employee benefit plan or other enterprise, to the fullest extent permitted by any applicable law, and such indemnity shall inure to the benefit of the heirs, executors and administrators of the EmployeeLaws. 10.2 The right to indemnification under this section 10 shall include the Employee's right to be paid by the Company the expenses incurred in defending any such proceeding in advance of its disposition; provided, however, that, if the applicable law requires, the payment of such expenses incurred by the Employee in advance of the final disposition of a proceeding shall be made only upon delivery to the Company of an undertaking, by or on behalf of the Employee, to repay all amounts so advanced if it shall ultimately be determined that the Employee is not entitled to be indemnified under this section 9 or otherwise. 10.3 The Company shall purchase and maintin insurance coverage in an amount to be determined from time to time by the Board taking into account the nature and extent of the Company's activities and the cost of coverage, but in no event less than that maintained by the Company for any other director or executive officer of the Company, on behalf of the Employee both in his capacity as an officer, director and employee of the Company and if be so serves at the request of the Company, as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterise, against any legally insurable liability asserted against the Employee and incurred by the Employee in any such capacity, or arising out of the Employee's status as such.

Indemnification and Insurance. 10.1 The Company shall indemnify (a) Parent and Merger Subs agree that all rights to exculpation, indemnification and advancement of expenses for acts or omissions occurring at or prior to the Employee againstEffective Time, and hold him harmlesswhether asserted or claimed prior to, from any and all judgmentsat or after the Effective Time, penalties (including excise and similar taxes), fines, settlements and expenses (including attorney's fees and court costs) actually and reasonably incurred by him now existing in connection with any action, suit or proceeding whether civil, criminal, administrative, arbitrative or investigative, any appeal in such an action, suit or proceeding whether or not by or in the right favor of the Company to which Employee is current or former, directors, officers or employees, as the case may be made a party or is or shall be threatened to be made a party by reason of the fact that the Employee is an officerbe, employee or agent of the Company or is its Subsidiaries as provided in their respective organizational documents or was serving at in any agreement (including any agreement relating to a Significant JV Entity) shall survive the request Mergers and shall continue in full force and effect. For a period of six (6) years from the Effective Time, Parent and the Surviving Company shall maintain in effect any and all exculpation, indemnification and advancement of expenses provisions of the Company’s and any of its Subsidiaries’ or Significant JV Entities’ organizational documents in effect immediately prior to the Effective Time or in any indemnification agreements of the Company or any of its Subsidiaries with any of their respective current or former directors, officers or employees in effect immediately prior to the Effective Time, and shall not amend, repeal or otherwise modify any such provisions or the exculpation, indemnification or advancement of expenses provisions of the Surviving Company’s certificate of incorporation and bylaws or in the Company’s certificate of incorporation and bylaws in any manner that would adversely affect the rights thereunder of any individuals who immediately before the Effective Time were current or former directors, officers or employees of the Company or any of its Subsidiaries; provided, however, that all rights to indemnification, exculpation and 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. From and after the Effective Time, Parent shall assume, be jointly and severally liable for, and honor, guaranty and stand surety for, and shall cause the Surviving Company and its Subsidiaries to honor and perform, in accordance with their respective terms, each of the covenants contained in this Section 5.11 without limit as to time. (b) For a period of six (6) years from the Effective Time, Parent and the Surviving Company shall jointly and severally, to the fullest extent permitted under applicable Law, indemnify and hold harmless (and advance funds in respect of each of the foregoing) each current and former director, officer or employee of the Company or any of its Subsidiaries and each person who served as a director, officer, partner, venturer, proprietor, trustee, employee, agent member, trustee or similar functionary fiduciary of another corporation, partnership, joint venture, sole proprietorship, trust, nonprofit entity, pension or other employee benefit plan or other enterprise, to enterprise if such service was at the fullest extent permitted by any applicable law, and such indemnity shall inure to request or for the benefit of the Company or any of its Subsidiaries (each, together with such person’s heirs, executors or administrators, an “Indemnified Party”), in each case against any costs or expenses (including advancing attorneys’ fees and administrators of the Employee. 10.2 The right to indemnification under this section 10 shall include the Employee's right to be paid by the Company the expenses incurred in defending any such proceeding in advance of its disposition; provided, however, that, if the applicable law requires, the payment of such expenses incurred by the Employee in advance of the final disposition of a any claim, suit, proceeding shall be made only upon delivery or investigation to each Indemnified Party to the fullest extent permitted by applicable Law; provided, however, that the Indemnified Party to whom expenses are advanced provides an undertaking to the extent required by the Company of an undertaking, by Organizational Documents or on behalf of the Employee, applicable Law to repay all such amounts so advanced if it shall is ultimately be determined that the Employee such person is not entitled to indemnification), judgments, fines, losses, claims, damages, liabilities and amounts paid in settlement in connection with any actual or threatened claim, action, litigation, suit, proceeding or investigation, whether civil, criminal, administrative or investigative and including any matters addressed by alternative dispute resolution mechanism(s) (an “Action”), arising out of, relating to or in connection with any action or omission by them in their capacities as such occurring or alleged to have occurred before or at the Effective Time (including acts or omissions in connection with such Indemnified Party serving as an director, officer, employee, member, trustee or fiduciary of any entity if such service was at the request or for the benefit of the Company or any of its Subsidiaries and in all cases including any matters pertaining or relating to this Agreement, the transactions contemplated hereby and any approvals, determinations or processes relating to the foregoing). In the event of any such Action, the Surviving Company shall cooperate with the Indemnified Party in the defense of any such Action. (c) For a period of six (6) years from the Effective Time, Parent shall cause to be indemnified maintained in effect the coverage provided by the policies of directors’ and officers’ liability insurance and fiduciary liability insurance in effect as of the date hereof by the Company, its Subsidiaries and Significant JV Entities with respect to matters existing or arising on or before the Effective Time; provided, however, that Parent shall not be required to pay annual premiums in excess of 300% of the last annual premium paid by the Company prior to the date hereof in respect of the coverages (the “Maximum Amount”) required to be obtained pursuant hereto, but in such case shall purchase as much coverage as reasonably practicable for such amount. If the Company in its sole discretion elects, then the Company may, prior to the Effective Time, purchase a “tail policy” with respect to acts or omissions occurring or alleged to have occurred prior to the Effective Time that were committed or alleged to have been committed by such Indemnified Parties in their capacity as such; provided that in no event shall the cost of such policy exceed six (6) times the Maximum Amount and, if such a “tail policy” is purchased, Parent shall have no further obligations under this section 9 Section 5.11(c). If a “tail policy” is purchased, the Surviving Company shall, and Parent shall cause the Surviving Company to, maintain such policies in full force and effect, and continue to honor the obligations thereunder. (d) Parent shall pay all reasonable expenses, including reasonable attorneys’ fees, that may be incurred by any Indemnified Party in enforcing the indemnity and other obligations provided in this Section 5.11. (e) The rights of each Indemnified Party shall be in addition to, and not in limitation of, any other rights such Indemnified Party may have under the organizational documents of the Company or any of its Subsidiaries, or the Surviving Company, any other indemnification arrangement, applicable Law or otherwise. 10.3 The (f) In the event Parent, the Surviving Company shall purchase and maintin insurance coverage in an amount to be determined from time to time by the Board taking or any of their respective successors or assigns (i) consolidates with or merges into account the nature and extent of the Company's activities and the cost of coverage, but in no event less than that maintained by the Company for any other director person and shall not be the continuing or executive officer surviving corporation or entity in such consolidation or merger or (ii) transfers all or substantially all of its properties and assets to any person, then, and in either such case, proper provision shall be made so that the Company, on behalf successors and assigns of Parent or the Employee both in his capacity as an officer, director and employee of the Company and if be so serves at the request of the Surviving Company, as a directorthe case may be, officershall assume the obligations of such party set forth in this Section 5.11. Nothing in this Agreement is intended to, employee shall be construed to or agent shall release, waive or impair any rights to directors’ and officers’ insurance claims under any policy that is or has been in existence with respect to the Company or any of another corporationits Subsidiaries or their respective current or former officers, partnershipdirectors and employees, joint ventureit being understood and agreed that the indemnification provided for in this Section 5.11 is not prior to, trust or other enterisein substitution for, against any legally insurable liability asserted against such claims under any such policies. (g) The obligations of Parent and the Employee and incurred by the Employee Surviving Company under this Section 5.11 shall not be terminated, amended or modified in any manner so as to adversely affect any Indemnified Party (including their successors, heirs and legal representatives) to whom this Section 5.11 applies without the written consent of such capacityIndemnified Party. It is expressly agreed that, or arising out notwithstanding any other provision of this Agreement that may be to the contrary, (i) the Indemnified Parties to whom this Section 5.11 applies shall be third-party beneficiaries of this Section 5.11, and (ii) this Section 5.11 shall survive consummation of the Employee's status as suchMergers and shall be enforceable by such Indemnified Parties and their respective successors, heirs and legal representatives against Parent and the Surviving Company and their respective successors and assigns.

Indemnification and Insurance. 10.1 (a) The By-laws of the Surviving Corporation shall contain the provisions with respect to indemnification set forth in the By-laws of the Company, which provisions shall not be amended, repealed or otherwise modified for a period of six years from the Effective Time in any manner that would adversely affect the rights thereunder of individuals who at the Effective Time were directors, officers, employees or agents of the Company, unless such modification is required by law. (b) The Company shall indemnify the Employee against, and hold him harmless, from any and all judgments, penalties (including excise and similar taxes), fines, settlements and expenses (including attorney's fees and court costs) actually and reasonably incurred by him in connection with any action, suit or proceeding whether civil, criminal, administrative, arbitrative or investigative, any appeal in such an action, suit or proceeding whether or not by or in the right of the Company to which Employee is or may be made a party or is or shall be threatened to be made a party by reason of the fact that the Employee is an officer, employee or agent of the Company or is or was serving at the request of the Company as a director, officer, partner, venturer, proprietor, trustee, employee, agent or similar functionary of another corporation, partnership, joint venture, sole proprietorship, trust, nonprofit entity, employee benefit plan or other enterpriseshall, to the fullest extent permitted by under applicable law or under the Company's Articles of Incorporation, By-laws or any applicable indemnification agreements and regardless of whether the Merger becomes effective, indemnify, defend and hold harmless, and, after the Effective Time, the Surviving Corporation shall, to the fullest extent permitted under applicable law, indemnify, defend and such indemnity shall inure hold harmless, each present and former director, officer or employee of the Company or any of its subsidiaries (collectively, the "Indemnified Parties") against any costs or expenses (including attorneys' fees), judgments, fines, losses, claims, damages, liabilities and amounts paid in settlement in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, with respect to any acts or omissions occurring at or prior to the benefit of Effective Time. Subject to the heirsindemnification agreements disclosed in the Company Disclosure Schedule, executors and administrators of the Employee. 10.2 The right to indemnification under this section 10 shall include the Employee's right any determination required to be paid by made with respect to whether an Indemnified Party's conduct complied with the Company the expenses incurred in defending any such proceeding in advance of its disposition; provided, however, that, if the applicable law requiresstandards set forth under Michigan law, the payment Company's Articles of such expenses incurred by Incorporation, By-laws or indemnification agreements, as the Employee in advance of the final disposition of a proceeding case may be, shall be made only upon delivery by independent counsel mutually acceptable to Parent and the Company of an undertaking, by or on behalf of the Employee, to repay all amounts so advanced if it shall ultimately be determined that the Employee is not entitled to be indemnified under this section 9 or otherwiseIndemnified Party. 10.3 (c) The Company Surviving Corporation shall purchase maintain in effect for three years from the Effective Time the current directors and maintin officers liability insurance coverage in an amount to be determined from time to time by the Board taking into account the nature and extent of the Company's activities and the cost of coverage, but in no event less than that policies maintained by the Company for any other director (or executive officer policies of at least the same coverage containing terms and conditions which are not materially less favorable to the Indemnified Parties) with respect to matters occurring prior to the Effective Time, provided that the Surviving Corporation shall not be required to pay more than 125% of the current annual cost of such insurance. (d) This Section shall survive the consummation of the Merger at the Effective Time, is intended to benefit the Company, the Surviving Corporation and the Indemnified Parties, shall be binding on behalf all successors and assigns of the Employee both in his capacity as an officer, director Surviving Corporation and employee of the Company and if shall be so serves at the request of the Company, as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterise, against any legally insurable liability asserted against the Employee and incurred enforceable by the Employee in any such capacity, or arising out of the Employee's status as suchIndemnified Parties.

Indemnification and Insurance. 10.1 The Company (a) From and after the Effective Time, New Holdings shall indemnify the Employee againstindemnify, defend and hold him harmlessharmless each Person who is, from or has been at any time prior to the date hereof or who becomes prior to the Effective Time, an officer or director of Trenwick and LaSalle Holdings (the "Indemnified Parties") against all judgmentslosses, penalties (including excise expenses, claims, damages and similar taxes), fines, settlements and expenses (including attorney's fees and court costs) actually and reasonably incurred by him in connection with any action, suit or proceeding whether civil, criminal, administrative, arbitrative or investigative, any appeal in such an action, suit or proceeding whether or not by or in the right liabilities arising out of the Company to which Employee is or may be made a party or is or shall be threatened to be made a party transactions contemplated by reason of the fact that the Employee is an officer, employee or agent of the Company or is or was serving at the request of the Company as a director, officer, partner, venturer, proprietor, trustee, employee, agent or similar functionary of another corporation, partnership, joint venture, sole proprietorship, trust, nonprofit entity, employee benefit plan or other enterprise, this Agreement to the fullest extent permitted or required under applicable law (including, without limitation, reasonable attorneys' fees). Subject to any limitations imposed by Bermuda law and public policy, to the extent applicable, New Holdings agrees that all rights to indemnification existing in favor of current and former directors and officers of Trenwick, LaSalle Holdings or any applicable lawof their respective Subsidiaries as provided in such corporation's certificate of incorporation or by-laws (or analogous documents) or existing indemnification agreements, as in effect as of the date hereof, with respect to matters occurring through the Effective Time, shall survive the Plans and shall continue in full force and effect, and such indemnity New Holdings shall inure to guarantee the benefit obligations of the heirs, executors Trenwick and administrators of the Employee. 10.2 The right to indemnification under this section 10 shall include the Employee's right to be paid by the Company the expenses incurred LaSalle Holdings in defending any such proceeding in advance of its dispositionrespect thereof; provided, however, thatthat this shall not limit the ability of New Holdings to effect any corporate restructuring of its Subsidiaries. (b) New Holdings shall cause to be maintained for a period of not less than six years from the Effective Time the directors' and officers' insurance and, fiduciary liability insurance indemnification policies currently maintained by Trenwick and LaSalle Holdings to the extent that such policies provide coverage for events occurring prior to the Effective Time (the "D&O Insurance") for any of the Indemnified Parties so long as the annual premium therefor would not be in excess of two hundred percent (200%) of the last annual premium paid prior to the date of this Agreement (two hundred percent (200%) of such premium, the "Maximum Premium"); provided, however, that New Holdings may, in lieu of maintaining such existing D&O Insurance as provided above, cause no less favorable coverage to be provided under any policy maintained for the benefit of the directors and officers of Trenwick, LaSalle Holdings or any of their respective Subsidiaries, so long as (i) the insurance company providing such coverage thereof has an A.M. Best Company rating of A or better and (ii) the material terms thereof are no less advantageous to the Indemnified Parties than the existing D&O Insurance. If the existing D&O Insurance expires, is terminated or cancelled or if the applicable law requirespremium for such D&O Insurance exceeds the Maximum Premium during such six-year period, New Holdings will cause to be obtained, to the payment extent commercially available, replacement D&O Insurance as can be obtained for the remainder of such six-year period for a premium not in excess of the Maximum Premium on terms and conditions no less advantageous to the Indemnified Parties than the existing D&O Insurance. (c) The provisions of Section 5.13 are in addition to, and not in substitution for any rights that an Indemnified Party may have under the applicable certificate of incorporation, memorandum of association, or by-laws, bye-laws or agreements with Trenwick and LaSalle Holdings or any of their respective Subsidiaries or under applicable law. New Holdings agrees to pay all costs and expenses (including fees and expenses of counsel) that may be incurred by an Indemnified Party in successfully enforcing the Employee in advance indemnity or other obligations under this Section 5.13. The provisions of this Section 5.13 shall survive the Closing and are intended for the benefit of, and shall be enforceable by, each of the final disposition of a proceeding shall be made only upon delivery to the Company of an undertakingIndemnified Parties, by or on behalf of the Employee, to repay all amounts so advanced if it shall ultimately be determined that the Employee is not entitled to be indemnified under this section 9 or otherwisetheir heirs and their representatives. 10.3 The Company shall purchase and maintin insurance coverage in an amount to be determined from time to time by the Board taking into account the nature and extent of the Company's activities and the cost of coverage, but in no event less than that maintained by the Company for any other director or executive officer of the Company, on behalf of the Employee both in his capacity as an officer, director and employee of the Company and if be so serves at the request of the Company, as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterise, against any legally insurable liability asserted against the Employee and incurred by the Employee in any such capacity, or arising out of the Employee's status as such.

Indemnification and Insurance. 10.1 The (a) Parent and Merger Sub shall cause the surviving corporation to agree that all rights to exculpation and indemnification for acts or omissions occurring at or prior to the Effective Time, whether asserted or claimed prior to, at or after the Effective Time (including any matters arising in connection with the transactions contemplated by this Agreement), now existing in favor of the current or former director or officers (the “Indemnified Parties”) or employees, as the case may be of the Company or its Subsidiaries as provided in their respective certificates of incorporation or by-laws or in any agreement shall survive the Merger and shall continue in full force and effect. For a period of six (6) years following the Effective Time (the “Post-Closing Indemnification Period”), Parent and the Surviving Corporation or its successor shall cause the Surviving Corporation’s or its successor’s certificate of incorporation and bylaws to contain provisions with respect to indemnification and exculpation of, and advancement of expenses to, the Indemnified Parties that are at least as favorable as the indemnification, exculpation and advancement of expenses provisions contained in the Certificate of Incorporation and Bylaws for the benefit of officers and directors of the Company as of the date hereof, and during the Post-Closing Indemnification Period, such provisions shall not, unless required by applicable Law, be amended, repealed or otherwise modified in any manner that would adversely affect the rights thereunder of the Indemnified Parties, and maintain any indemnification agreements of the Company and its Subsidiaries with any of their respective directors, officers and employees existing as on the date of this Agreement; provided, that in the event that due to dissolution of the Surviving Corporation or divestiture of its assets, Parent is the successor, the Indemnified Parties shall have the benefit of the provisions with respect to indemnification and exculpation of, and advancement of expenses to the Indemnified Parties in Parent’s certificate of incorporation and bylaws through the Post-Closing Indemnification Period. (b) For a period of six (6) years after the Effective Time, Parent will cause the Surviving Corporation or its successor to maintain in effect the Company’s current directors’ and officers’ liability insurance covering those persons who are currently covered by the Company’s directors’ and officers’ liability insurance policy (copies of which have been delivered by the Company to Parent and its representatives prior to the date hereof) for acts or omissions occurring prior to the Effective Time on terms comparable to those of such policy in effect on the date hereof; provided, that (i) the Company may, at its election, substitute therefor a single premium tail policy with respect to such directors’ and officers’ liability insurance with policy limits, terms and conditions at least as favorable to the directors and officers covered under such insurance policy as the limits, terms and conditions in the existing policies of the Company; or (ii) if the Company does not elect to substitute as provided in clause (i) above, then Parent may (A) substitute therefor policies of Parent, from an insurance carrier with the same or better credit rating as the Company’s current insurance carrier, containing terms with respect to coverage (including as coverage relates to deductibles and exclusions) and amounts no less favorable to such directors and officers or (B) request that the Company obtain (and, if so requested, the Company shall indemnify obtain) such extended reporting period coverage under its existing insurance programs (to be effective as of the Employee againstEffective Time); provided, and hold him harmlessfurther, from any and all judgments, penalties (including excise and similar taxesthat in connection with this Section 5.05(b), fines, settlements and expenses neither the Company nor Parent shall pay a one-time premium (including attorney's fees and court costsin connection with a single premium tail policy described above) actually and reasonably incurred by him in excess of the amount set forth in Section 5.05(b) of the Disclosure Letter or be obligated to pay annual premiums (in connection with any actionother directors and officers insurance policy described above) in excess of the annual premiums set forth in Section 5.05(b) of the Disclosure Letter. It is understood and agreed that in the event such coverage cannot be obtained for such amount or less, suit then the Company shall obtain the maximum amount of coverage as may be obtained for such amount. (c) The rights of each Indemnified Party under this Section 5.05 shall survive consummation of the Merger and are intended to benefit, and shall be enforceable by, each Indemnified Party, his or proceeding whether civilher heirs and his or her personal representatives, criminalsuccessors or assigns and in addition to, administrative, arbitrative or investigativeand not in substitution for, any appeal other rights to indemnification or contribution that any such person may have by contract or otherwise. Parent shall pay all reasonable expenses, including reasonable attorneys’ fees, that may be incurred by any Indemnified Party in such an action, suit or proceeding whether or not by or enforcing the indemnity and other obligations provided in the right this Section 5.05. (d) The rights of the Company to which Employee is or may be made a party or is or Indemnified Parties and their heirs and legal representatives under this Section 5.05 shall be threatened in addition to be made a party by reason any rights such Indemnified Parties may have under the Certificate of the fact that the Employee is an officer, employee Incorporation or agent Bylaws of the Company or is or was serving at the request any of its Subsidiaries, any agreements between such persons and the Company as a directoror any of its Subsidiaries, officeror any applicable Laws, partneror under any insurance policies. (e) In the event that the Surviving Corporation or any of its successors or assigns (A) consolidates with or merges into any other Persons, ventureror (B) transfers fifty percent (50%) or more of its properties or assets to any Person, proprietorthen and in each case, trustee, employee, agent or similar functionary of another corporation, partnership, joint venture, sole proprietorship, trust, nonprofit entity, employee benefit plan or other enterprise, subject to the fullest extent permitted by any applicable lawproviso in Section 5.05(a), and such indemnity shall inure to the benefit of the heirs, executors and administrators of the Employee. 10.2 The right to indemnification under this section 10 shall include the Employee's right to be paid by the Company the expenses incurred in defending any such proceeding in advance of its disposition; provided, however, that, if the applicable law requires, the payment of such expenses incurred by the Employee in advance of the final disposition of a proceeding proper provision shall be made only upon delivery so the applicable successors and assigns or transferees assume the obligations set forth in this Section 5.05. (f) Notwithstanding anything herein to the Company contrary, (i) the obligations of an undertaking, Parent and the Surviving Corporation or its successor shall be subject to any limitation imposed by or applicable Law (including any limitation on behalf the Company’s ability to indemnify its own directors and officers) and (ii) Parent shall have no obligation to maintain the existence of the Employee, to repay all amounts so advanced if it Surviving Corporation for any specified period following the Effective Time. The provisions of this Section 5.05 shall ultimately be determined that survive the Employee is not entitled to be indemnified under this section 9 or otherwise. 10.3 The Company shall purchase and maintin insurance coverage in an amount to be determined from time to time by the Board taking into account the nature and extent consummation of the Company's activities and the cost of coverage, but in no event less than that maintained by the Company for any other director or executive officer of the Company, on behalf of the Employee both in his capacity as an officer, director and employee of the Company and if be so serves at the request of the Company, as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterise, against any legally insurable liability asserted against the Employee and incurred by the Employee in any such capacity, or arising out of the Employee's status as suchMerger.

Indemnification and Insurance. 10.1 The Company shall indemnify (a) Parent and Merger Sub agree that all rights to exculpation, indemnification and advancement of expenses for acts or omissions occurring at or prior to the Employee against, and hold him harmless, from any and all judgments, penalties Effective Time (including excise and similar taxes), fines, settlements and expenses (including attorney's fees and court costs) actually and reasonably incurred by him any matters arising in connection with any actionthe transactions contemplated hereby), suit whether asserted or proceeding whether civilclaimed prior to, criminalat or after the Effective Time, administrative, arbitrative or investigative, any appeal now existing in such an action, suit or proceeding whether or not by or in the right favor of the Company to which Employee is current or former directors, officers or employees, as the case may be made a party or is or shall be threatened to be made a party by reason of the fact that the Employee is an officerbe, employee or agent of the Company or is any of its Subsidiaries as provided in their respective Governing Documents or was serving at in any Contract shall survive the request Merger and shall continue in full force and effect. For a period of six (6) years from the Effective Time, Parent and the Surviving Corporation shall maintain in effect (to the fullest extent permitted under applicable Law) any and all exculpation, indemnification and advancement of expenses provisions of the Company’s and any of its Subsidiaries’ Governing Documents in effect immediately prior to the Effective Time (to the extent and for so long as such entities remain in existence following the Effective Time) or in any Contracts of the Company or its Subsidiaries with any of their respective current or former directors, officers or employees in effect immediately prior to the Effective Time, and shall not amend, repeal or otherwise modify any such provisions or the exculpation, indemnification or advancement of expenses provisions of the applicable Party’s Governing Documents in any manner that would adversely affect the rights thereunder of any individuals who immediately before the Effective Time were current or former directors, officers or employees of the Company or any of its Subsidiaries; provided, however, that all rights to indemnification and exculpation in respect of any Action pending or asserted within such period shall continue until the disposition or resolution of such Action. (b) The Surviving Corporation shall, and Parent shall cause the Surviving Corporation to, to the fullest extent permitted under applicable Law, indemnify and hold harmless (and advance funds in respect of each of the foregoing) each current and former director, officer or employee of the Company or any of its Subsidiaries and each Person who served as a director, officer, partnermember, venturer, proprietor, trustee, employee, agent trustee or similar functionary fiduciary of another corporation, partnership, joint venture, sole proprietorship, trust, nonprofit entity, pension or other employee benefit plan or other enterprise, to enterprise if such service was at the fullest extent permitted by any applicable law, and such indemnity shall inure to request or for the benefit of the Company or any of its Subsidiaries (each, together with such Person’s heirs, executors or administrators, an “Indemnified Party”), in each case, against any costs or expenses (including advancing attorneys’ fees and administrators of the Employee. 10.2 The right to indemnification under this section 10 shall include the Employee's right to be paid by the Company the expenses incurred in defending any such proceeding in advance of its disposition; provided, however, that, if the applicable law requires, the payment of such expenses incurred by the Employee in advance of the final disposition of a proceeding shall be made only upon delivery any claim, suit, proceeding, arbitration or investigation to each Indemnified Party to the Company of fullest extent permitted by applicable Law; provided, however, that the Indemnified Party to whom expenses are advanced provides an undertaking, by or on behalf undertaking consistent with the Governing Documents of the Employee, Company and applicable Law to repay all such amounts so advanced if it shall is ultimately be determined that the Employee such person is not entitled to indemnification), judgments, fines, losses, claims, damages, liabilities and amounts paid in settlement in connection with any actual or threatened claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative (an “Action”), arising out of, relating to or in connection with any action or omission by them in their capacities as such occurring or alleged to have occurred whether commenced before or after the Effective Time (including any matters arising in connection with the transactions contemplated hereby and including acts or omissions in connection with such Indemnified Party serving as an officer, director, employee or other fiduciary of any entity if such service was at the request or for the benefit of the Company). In the event of any such Action, the Surviving Corporation shall cooperate with the Indemnified Party in the defense of any such Action. (c) For a period of six (6) years from the Effective Time, Parent shall cause to be indemnified maintained in effect the coverage provided by the policies of directors’ and officers’ liability insurance and fiduciary liability insurance in effect as of the date hereof by the Company and its Subsidiaries or provide substitute policies for the Company and its current and former directors and officers who are currently covered by the directors’ and officers’ liability insurance and fiduciary liability insurance coverage in effect as of the date hereof by the Company and its Subsidiaries, in either case, of not less than the existing coverage and with other terms not less favorable to the insured persons than the directors’ and officers’ liability insurance and fiduciary liability insurance coverage with respect to matters existing or arising on or before the Effective Time, including the transactions contemplated hereby; provided, however, that Parent shall not be required to pay annual premiums in excess of 300% of the last annual premium paid by the Company prior to the date hereof in respect of the coverages (the “Maximum Amount”) required to be obtained pursuant hereto, but in such case shall be obligated to obtain a policy with the greatest coverage possible that does not exceed 300% of the last annual premium paid by the Company prior to the date hereof. Prior to the Effective Time, the Company shall, or if the Company is unable to, shall cause the Surviving Corporation as of the Effective Time to, purchase a “tail policy” with respect to acts or omissions occurring or alleged to have occurred prior to the Effective Time that were committed or alleged to have been committed by such Indemnified Parties in their capacity as such; provided, that in no event shall the cost of such policy, if purchased by the Company, exceed the Maximum Amount and, if such a “tail policy” is purchased, Parent shall have no further obligations under this section 9 Section 5.8(c). (d) Parent shall pay all reasonable expenses, including reasonable attorneys’ fees, that may be incurred by any Indemnified Party in enforcing the indemnity and other obligations provided in this Section 5.8. (e) The rights of each Indemnified Party shall be in addition to, and not in limitation of, any other applicable rights such Indemnified Party may have under the Governing Documents of the Company or any of its Subsidiaries or the Surviving Corporation, any other indemnification arrangement, the DGCL, the NRS or otherwise. 10.3 (f) The Company obligations of Parent and the Surviving Corporation under this Section 5.8 shall purchase not be terminated, amended or modified in any manner so as to adversely affect any Indemnified Party (including its successors, heirs and maintin insurance coverage legal representatives) to whom this Section 5.8 applies without the consent of such Indemnified Party. It is expressly agreed that, notwithstanding any other provision of this Agreement that may be to the contrary, (i) the Indemnified Parties to whom this Section 5.8 applies shall be third-party beneficiaries of this Section 5.8 and (ii) this Section 5.8 shall survive consummation of the Merger and shall be enforceable by such Indemnified Parties and their respective successors, heirs and legal representatives against Parent and the Surviving Corporation and their respective successors and assigns. (g) In the event the Surviving Corporation or any of its successors or assigns (i) consolidates with or merges into any other Person and is not the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers or conveys all or substantially all of its properties and assets to any Person, then and in an amount each such case, the Surviving Corporation shall cause proper provision to be determined from time to time by made so that the Board taking into account the nature successors and extent assigns of the Company's activities and Surviving Corporation assume the cost of coverage, but obligations set forth in no event less than that maintained by the Company for any other director or executive officer of the Company, on behalf of the Employee both in his capacity as an officer, director and employee of the Company and if be so serves at the request of the Company, as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterise, against any legally insurable liability asserted against the Employee and incurred by the Employee in any such capacity, or arising out of the Employee's status as suchthis Section 5.8.

Indemnification and Insurance. 10.1 The Company During the Employment Term and for a period of six years thereafter, the Employer shall indemnify cause the Employee against, Executive to be covered by and hold him harmless, from named as an insured under any policy or contract of insurance obtained to insure directors and all judgments, penalties (including excise and similar taxes), fines, settlements and expenses (including attorney's fees and court costs) actually and reasonably incurred by him officers against personal liability for acts or omissions in connection with service as a director or officer of Partner Trust or the Bank or any action, suit subsidiary or proceeding whether civil, criminal, administrative, arbitrative affiliate thereof or investigative, any appeal service in such an action, suit or proceeding whether or not by or in the right of the Company to which Employee is or may be made a party or is or shall be threatened to be made a party by reason of the fact that the Employee is an officer, employee or agent of the Company or is or was serving other capacities at the request of the Company Employer. The coverage provided to the Executive pursuant to this section shall be of the same scope and on the same terms and conditions as the coverage (if any) provided to other officers or directors of the Employer. To the maximum extent permitted under applicable law, during the Employment Term and for a directorperiod of six years thereafter, officerthe Employer shall indemnify the Executive against and hold him harmless from any costs, partnerliabilities, venturer, proprietor, trustee, employee, agent or similar functionary of another corporation, partnership, joint venture, sole proprietorship, trust, nonprofit entity, employee benefit plan or other enterprise, losses and exposures to the fullest extent permitted by and on the most favorable terms and conditions that similar indemnification is offered to any applicable law, and such indemnity shall inure to the benefit trustee or officer of the heirsBank or any subsidiary or affiliate thereof. Indemnification and Insurance coverage will not be provided by the Employer in the event of Executive’s voluntary termination (Section 3(b) of this Agreement) or for termination for Cause (Section 3(e) of this Agreement), executors except if such indemnification and administrators insurance coverage under the employment agreement between the Employer and Xxxx X. Xxxxxxxx provides a longer period of indemnification and insurance coverage if such employee is voluntarily terminated or is terminated for Cause, then the Employee. 10.2 The right Executive shall be entitled to an amount of time no less than the amount of time provided to Xxxx X. Xxxxxxxx with respect to indemnification under this section 10 shall include the Employee's right to be paid by the Company the expenses incurred in defending any such proceeding in advance of its disposition; provided, however, that, if the applicable law requires, the payment of such expenses incurred by the Employee in advance of the final disposition of a proceeding shall be made only upon delivery to the Company of an undertaking, by or on behalf of the Employee, to repay all amounts so advanced if it shall ultimately be determined that the Employee is not entitled to be indemnified under this section 9 or otherwise. 10.3 The Company shall purchase and maintin insurance coverage in an amount to be determined from time to time by the Board taking into account the nature and extent event of the Company's activities Executive’s voluntary termination (Section 3(b) of this Agreement) or a termination for Cause (Section 3(e) of this Agreement). Nothing contained herein shall limit or an any way impair the obligations to indemnify and maintain directors and officers’ liability insurance as set forth in the cost of coverage, but in no event less than that maintained by the Company for any other director or executive officer of the Company, on behalf of the Employee both in his capacity as an officer, director and employee of the Company and if be so serves at the request of the Company, as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterise, against any legally insurable liability asserted against the Employee and incurred by the Employee in any such capacity, or arising out of the Employee's status as suchMerger Agreement.

Indemnification and Insurance. 10.1 The Company shall indemnify (a) For a period of six (6) years from the Employee againstEffective Time, Parent will, and hold him harmlesswill cause the Surviving Corporation to, from maintain in effect the exculpation, indemnification and advancement of expenses provisions of the Company’s and any Company Subsidiary’s certificate of incorporation and all judgments, penalties (including excise and by-laws or similar taxes), fines, settlements and expenses (including attorney's fees and court costs) actually and reasonably incurred by him organization documents in connection with any action, suit or proceeding whether civil, criminal, administrative, arbitrative or investigative, any appeal in such an action, suit or proceeding whether or not by effect immediately prior to the Effective Time or in the right of the Company to which Employee is or may be made a party or is or shall be threatened to be made a party by reason of the fact that the Employee is an officerany indemnification agreements, employee or agent arrangements and understandings of the Company or is its Subsidiaries with any of their respective current or was serving former directors, officers or employees as in effect immediately prior to the Effective Time, and will not amend, repeal or otherwise modify (or permit to be amended, repealed or modified) any such provisions or the exculpation, indemnification or advancement of expenses provisions of the Surviving Corporation’s certificate of incorporation and by-laws (or the certificate of incorporation and bylaws or similar organizational documents of any of the Company’s Subsidiaries) in any manner that would adversely affect the rights thereunder of any individuals who at the request Effective Time were current or former directors, officers or employees of the Company or any of its Subsidiaries; provided, however, that all rights to indemnification and advancement of expenses in respect of any Action pending or asserted or any claim made within such six-year period will continue until the disposition of such Action or resolution of such claim. From and after the Effective Time, Parent will assume, be jointly and severally liable for, and will cause the Surviving Corporation and its Subsidiaries to honor, guaranty and stand surety for, in accordance with their respective terms, each of the covenants contained in this Section 5.9 without limit as to time. (b) Each of Parent and the Surviving Corporation will, to the fullest extent permitted under applicable Law, indemnify and hold harmless (and advance funds in respect of each of the foregoing) each current and former director, officer or employee of the Company or any of its Subsidiaries and each Person who served as a director, officer, partnermember, venturer, proprietor, trustee, employee, agent trustee or similar functionary fiduciary of another corporation, partnership, joint venture, sole proprietorship, trust, nonprofit entity, pension or other employee benefit plan or other enterpriseenterprise (each, to the fullest extent permitted by any applicable law, and together with such indemnity shall inure to the benefit of the Person’s heirs, executors or administrators, an “Indemnified Party”) against any costs or expenses (including advancing attorneys’ fees and administrators of the Employee. 10.2 The right to indemnification under this section 10 shall include the Employee's right to be paid by the Company the expenses incurred in defending any such proceeding in advance of its disposition; provided, however, that, if the applicable law requires, the payment of such expenses incurred by the Employee in advance of the final disposition of a proceeding shall be made only upon delivery any Action, arising out of, relating to or in connection with any action or omission occurring or alleged to have occurred, whether before or after the Company of an undertaking, by Effective Time (including acts or on behalf of the Employee, to repay all amounts so advanced if it shall ultimately be determined that the Employee is not entitled to be indemnified under this section 9 or otherwise. 10.3 The Company shall purchase and maintin insurance coverage omissions in an amount to be determined from time to time by the Board taking into account the nature and extent of the Company's activities and the cost of coverage, but in no event less than that maintained by the Company for any other director or executive officer of the Company, on behalf of the Employee both in his capacity connection with such Person serving as an officer, director and employee or other fiduciary of any entity if such service was at the request or for the benefit of the Company or any of its Subsidiaries). In the event of any such Action, at and if after the Effective Time, Parent will assume the defense of such Action and Parent and the Indemnified Party will cooperate in the defense of any such Action. Parent will not settle any such Action without the prior written consent of the Indemnified Party unless Parent assumes full responsibility for such settlement, the settlement grants the Indemnified Party a complete release in respect of the potential liability relating to the claims underlying such Action and the terms of such settlement are not in any way detrimental to the Indemnified Party and such settlement does not contain any admission detrimental to the Indemnified Party. The Indemnified Party will not settle any such Action without the prior written consent of Parent (which will not be so serves unreasonably withheld, delayed or conditioned) unless such settlement does not provide for monetary damages, the terms of such settlement are not in any way detrimental to Parent and such settlement does not contain any admission detrimental to Parent. (c) For a period of six (6) years from the Effective Time, Parent will cause to be maintained in effect the current policies of directors’ and officers’ liability insurance and fiduciary liability insurance maintained by the Company and its Subsidiaries with respect to matters arising on or before the Effective Time; provided, however, that after the Effective Time, Parent will not be required to pay annual premiums in excess of 300% of the last annual premium paid by the Company prior to the date hereof in respect of the coverage required to be obtained pursuant hereto, but in such case will purchase as much coverage as reasonably practicable for such amount. At the Company’s option, the Company may purchase, prior to the Effective Time, a six-year prepaid “tail” policy on terms and conditions providing substantially equivalent benefits as the current policies of the directors’ and officers’ liability insurance and fiduciary liability insurance maintained by the Company and its Subsidiaries with respect to matters arising on or before the Effective Time covering, without limitation, the Transactions. If such “tail” prepaid policy has been obtained by the Company prior to the Effective Time, Parent will cause such policy to be maintained in full force and effect, for its full term, and cause all obligations thereunder to be honored by the Surviving Corporation, and no other Party will have any further obligation to purchase or pay for insurance hereunder. (d) Parent will pay all reasonable expenses, including reasonable attorneys’ fees, that may be incurred by any Indemnified Party in enforcing the indemnity and other obligations provided in this Section 5.9. (e) The rights of each Indemnified Party hereunder will be in addition to, and not in limitation of, any other rights such Indemnified Party may have under the certificate of incorporation or by-laws or other organization documents of the Company or any of its Subsidiaries or the Surviving Corporation, any other indemnification arrangement, the DGCL or otherwise. The provisions of this Section 5.9 will survive the consummation of the Merger and expressly are intended to benefit, and are enforceable by, each of the Indemnified Parties. Any determination required to be made with respect to whether an Indemnified Party’s conduct complies with an applicable standard under applicable Law or under any applicable organizational documents or indemnification agreements, as the case may be, will be made, at the request of such Indemnified Party, by independent legal counsel selected by such Indemnified Party and reasonably acceptable to Parent. (f) In the Companyevent Parent, the Surviving Corporation or any of their respective successors or assigns (i) consolidates with or merges into any other Person and will not be the continuing or surviving corporation or entity in such consolidation or merger or (ii) transfers all or substantially all of its properties and assets to any Person, then, and in either such case, proper provision will be made so that the successors and assigns of Parent or the Surviving Corporation, as a directorthe case may be, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterise, against any legally insurable liability asserted against will assume the Employee and incurred by the Employee obligations set forth in any such capacity, or arising out of the Employee's status as suchthis Section 5.9.

Indemnification and Insurance. 10.1 The Company shall indemnify (a) Parent and Merger Sub agree that all rights to indemnification, exculpation and advancement of expenses existing in favor of the Employee against, current or former directors and hold him harmless, from any and all judgments, penalties (including excise and similar taxes), fines, settlements and expenses (including attorney's fees and court costs) actually and reasonably incurred by him in connection with any action, suit or proceeding whether civil, criminal, administrative, arbitrative or investigative, any appeal in such an action, suit or proceeding whether or not by or in the right officers of the Company (each an “Indemnified Person”) as provided in the Company’s Certificate of Incorporation or Bylaws or under any agreement filed as an exhibit to which Employee is the Filed SEC Documents filed at least two (2) Business Days prior to the date hereof or may be made a party listed on Section 4.16 of the Disclosure Letter, in each case as in effect as of the date hereof with respect to matters occurring prior to or is or at the Effective Time shall be threatened survive the Offer Closing and the Merger and shall continue in full force and effect in accordance with their respective terms. (b) From and after the Effective Time, the Surviving Corporation will cause to be made maintained in effect for a party by reason period of six (6) years after the fact that the Employee is an officerEffective Time, employee in respect of acts or agent of the Company omissions occurring prior to or is or was serving at the request Effective Time, policies of directors’ and officers’ liability insurance (which may take the Company as a directorform of an extended reporting period, officer, partner, venturer, proprietor, trustee, employee, agent endorsement or similar functionary of another corporation, partnership, joint venture, sole proprietorship, trust, nonprofit entity, employee benefit plan or other enterprise, to policy) covering the fullest extent permitted by any applicable law, and such indemnity shall inure to the benefit of the heirs, executors and administrators of the Employee. 10.2 The right to indemnification under this section 10 shall include the Employee's right to be paid Persons currently covered by the Company Company’s existing directors’ and officers’ liability insurance policies in an amount and scope at least as favorable as the expenses incurred in defending any such proceeding in advance of its dispositionCompany’s policies existing on the date hereof; provided, however, thatthat neither Parent nor the Surviving Corporation shall be required to pay an aggregate annual premium for such insurance policies in excess of 300% of the annual premium paid by the Company for coverage for its last full fiscal year for such insurance (which amount is set forth in Section 6.05(b) of the Disclosure Letter); provided, further, that if the annual premiums of such insurance coverage exceed such amount, if and to the applicable law requiresextent available commercially, Parent or the Surviving Corporation shall be obligated to obtain a policy with the greatest coverage available for a cost not exceeding such amount. Notwithstanding anything to the contrary in this Agreement, Parent or the Surviving Corporation may purchase, in lieu of the insurance contemplated by the preceding sentence, a six-year “tail” prepaid policy on the directors’ and officers’ liability insurance policies on terms and conditions no less favorable than the directors’ and officers’ liability insurance policies in effect on the date hereof; provided, however, that the maximum aggregate annual premium for such insurance policies for any such year shall not be in excess of the maximum aggregate annual premium contemplated by the immediately preceding sentence. (c) Notwithstanding anything herein to the contrary, if any Indemnified Person notifies the Surviving Corporation on or prior to the sixth anniversary of the Effective Time that a Legal Proceeding (whether arising before, at or after the Effective Time) has been commenced against such Indemnified Person in respect of which such Person expects to seek indemnification pursuant to this Section 6.05, the payment provisions of this Section 6.05 shall continue in effect with respect to such expenses incurred by the Employee in advance of Legal Proceeding until the final disposition of a proceeding such Legal Proceeding. (d) This Section 6.05 shall survive the consummation of the Merger and is intended to benefit, and shall be enforceable by, the Indemnified Persons and their respective heirs and legal representatives. (e) In the event that the Surviving Corporation or Parent or any of their respective successors or assigns (i) consolidates with or merges into any other Person and shall not be the continuing or surviving Person of such consolidation or merger or (ii) transfers or conveys all or substantially all of its properties and assets to any Person, then, and in each such case, proper provision shall be made only upon delivery so that the successors and assigns of the Surviving Corporation or Parent, as the case may be, shall succeed to the Company of an undertaking, by or on behalf of the Employee, to repay all amounts so advanced if it shall ultimately be determined that the Employee is not entitled to be indemnified under obligations set forth in this section 9 or otherwiseSection 6.05. 10.3 The Company shall purchase and maintin insurance coverage in an amount to be determined from time to time by the Board taking into account the nature and extent of the Company's activities and the cost of coverage, but in no event less than that maintained by the Company for any other director or executive officer of the Company, on behalf of the Employee both in his capacity as an officer, director and employee of the Company and if be so serves at the request of the Company, as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterise, against any legally insurable liability asserted against the Employee and incurred by the Employee in any such capacity, or arising out of the Employee's status as such.

Indemnification and Insurance. 10.1 (a) The Company shall indemnify the Employee againstBuyer agrees that all rights to exculpation, indemnification and hold him harmless, from any and all judgments, penalties (including excise and similar taxes), fines, settlements and advancement of expenses (including attorney's fees and court costs) actually and reasonably incurred by him now existing in connection with any action, suit or proceeding whether civil, criminal, administrative, arbitrative or investigative, any appeal in such an action, suit or proceeding whether or not by or in the right favor of the Company to which Employee is current or former directors, officers or employees, as the case may be made a party or is or shall be threatened to be made a party by reason of the fact that the Employee is an officerbe, employee or agent of the Company or its Subsidiaries as provided in their respective Organizational Documents or in any agreement with the Company or any of its Subsidiaries that is disclosed to the Buyer prior to the date hereof shall survive the Closing and shall continue in full force and effect. For a period of six years from the Closing Date, the Buyer shall cause the Company and its Subsidiaries to maintain in effect the exculpation, indemnification and advancement of expenses provisions of the Company’s and its Subsidiaries’ Organizational Documents as in effect immediately prior to the Closing Date or was serving at the request in any indemnification agreements of the Company or its Subsidiaries with any of their current or former respective directors, officers or employees as in effect immediately prior to the Closing Date and disclosed to the Buyer prior to the date hereof, and the Buyer shall cause the Company and its Subsidiaries to not amend, repeal or otherwise modify any such provisions in any manner that would adversely affect the rights thereunder of any individuals who at the Closing Date were current or former directors, officers or employees of the Company or any of its Subsidiaries; provided, however, that all rights to indemnification or advancement of expenses in respect of any Legal Proceedings pending or asserted or any claim made within such period shall continue until the disposition of such Legal Proceeding or resolution of such claim. From and after the Closing Date, the Buyer shall cause the Company and its Subsidiaries to honor, in accordance with their respective terms, each of the covenants contained in this Section 6.15 without limit as to time. (b) From and after the Closing Date, each of the Buyer, the Company and its Subsidiaries shall, to the fullest extent permitted under applicable Law, indemnify and hold harmless (and advance funds in respect of each of the foregoing, following receipt of any undertakings required by applicable Law) each current and former director, officer or employee of the Company or any of its Subsidiaries and each person who served as a director, officer, partnermember, venturer, proprietor, trustee, employee, agent trustee or similar functionary fiduciary of another corporation, partnership, joint venture, sole proprietorship, trust, nonprofit entity, pension or other employee benefit plan or other enterprise, to enterprise at the fullest extent permitted by any applicable law, and such indemnity shall inure to request or for the benefit of the Company or any of its Subsidiaries (each, together with such person’s heirs, executors and administrators of the Employee. 10.2 The right or administrators, a “Director Indemnified Party”) against any loss in connection with any actual or threatened Legal Proceeding, arising out of, relating to indemnification under this section 10 shall include the Employee's right or in connection with any action or omission occurring or alleged to be paid by the Company the expenses incurred have occurred in defending any such proceeding in advance of its disposition; provided, however, that, if the applicable law requires, the payment of such expenses incurred by the Employee in advance of the final disposition of a proceeding shall be made only upon delivery to the Company of an undertaking, by or on behalf of the Employee, to repay all amounts so advanced if it shall ultimately be determined that the Employee is not entitled to be indemnified under this section 9 or otherwise. 10.3 The Company shall purchase and maintin insurance coverage in an amount to be determined from time to time by the Board taking into account the nature and extent of the Company's activities and the cost of coverage, but in no event less than that maintained by the Company for any other director or executive officer of the Company, on behalf of the Employee both in his Director Indemnified Party’s capacity as an officera director, director and officer or employee of the Company and if be so serves at the request or any of the Company, its Subsidiaries or in such Director Indemnified Party’s capacity as a director, officer, employee member, trustee or agent fiduciary of another corporation, partnership, joint venture, trust trust, pension or other enteriseemployee benefit plan or enterprise at the request or for the benefit of the Company or any of its Subsidiaries, against before the Closing Date (including acts or omissions in connection with such persons serving as an officer, director or other fiduciary in any legally insurable entity if such service was at the request or for the benefit of the Company or any of its Subsidiaries). In the event of any such Legal Proceeding, the Buyer, the Company and its Subsidiaries, as applicable shall reasonably cooperate with the Director Indemnified Party in the defense of any such Legal Proceeding. (c) The Sellers shall cause the Company and its Subsidiaries to obtain prior to the Closing Date fully-paid six-year “tail” insurance policies (the “D&O Tail”) with respect to directors’ and officers’ liability asserted against insurance of the Employee type and with the amount of coverage no less favorable than those of the directors’ and officers’ liability insurance maintained as of the date hereof by the Company and its Subsidiaries (the “Current Policies”), and with such other terms as are no less favorable in the aggregate than those in the Current Policies. The Buyer shall cause the Company and its Subsidiaries to maintain the D&O Tail in full force and effect, for its full term, and cause all obligations thereunder to be honored by the Company and its Subsidiaries, as applicable, and no other party shall have any further obligation to purchase or pay for such insurance pursuant to this Section 6.15(c). (d) The Buyer shall or shall cause the Company to pay all expenses, including reasonable attorneys’ fees, that may be incurred by any Director Indemnified Party in enforcing the Employee indemnity and other obligations provided in this Section 6.15. (e) The rights of each Director Indemnified Party hereunder shall be in addition to, and not in limitation of, any other rights such capacity, or arising out person may have under the Organizational Documents of the Employee's status as suchCompany or any of its Subsidiaries, any other indemnification arrangement, any Law or otherwise. The provisions of this Section 6.15 shall survive the Closing and expressly are intended to benefit, and are enforceable by, each of the Director Indemnified Parties, each of whom is an intended third-party beneficiary of this Section 6.15. (f) In the event the Company or any of its successors or assigns (i) consolidates with or merges into any other person and shall not be the continuing or surviving corporation or entity in such consolidation or merger or (ii) transfers all or substantially all of its properties and assets to any person, then, and in either such case, proper provision shall be made so that the successors and assigns of the Company shall assume the obligations set forth in this Section 6.15.

Indemnification and Insurance. 10.1 (a) The Certificate of Incorporation and By-Laws of the Company shall contain the provisions with respect to indemnification set forth in the Certificate of Incorporation and By-Laws of the Company on the date hereof, which provisions shall not be amended, repealed or otherwise modified in any manner that would adversely affect the rights to indemnification thereunder of any current or future directors, officers, employees or agents of the Company, unless such modification is required by law. (b) The Company shall shall, to the fullest extent permitted under applicable law or under the Company's Certificate of Incorporation or By-Laws as in effect on the Closing Date and regardless of whether the Closing occurs, indemnify the Employee against, and hold him harmlessharmless each present and former director, from officer or employee of the Company or any and all judgmentsof its Subsidiaries (collectively, penalties the "Indemnified Parties") against any out of pocket costs or expenses (including excise and similar taxesreasonable attorneys' fees), judgments, fines, settlements losses, claims, damages, liabilities and expenses (including attorney's fees and court costs) actually and reasonably incurred by him amounts paid in settlement in connection with any claim, action, suit suit, proceeding or proceeding investigation, whether civil, criminal, administrative, arbitrative administrative or investigative, any appeal in investigative incurred by such an action, suit or proceeding whether or not by or in the right of the Company to which Employee is or may be made a party or is or shall be threatened to be made a party person by reason of the fact that the Employee is an officer, employee or agent of the Company or such person is or was serving at an Indemnified Party, (x) arising out of or pertaining to the request of transactions contemplated by this Agreement and the Company as a director, officer, partner, venturer, proprietor, trustee, employee, agent other Transaction Documents or similar functionary of another corporation, partnership, joint venture, sole proprietorship, trust, nonprofit entity, employee benefit plan (y) otherwise with respect to any acts or other enterpriseomissions occurring on or prior to the Closing Date, to the fullest same extent permitted by as provided in the Company's Certificate of Incorporation or By-Laws as in effect on the Closing Date or any applicable lawcontract or agreement as in effect on the date hereof and identified in Schedule 3.18 hereto as containing an agreement concerning indemnification of any Indemnified Parties. In the event of any such claim, and such indemnity action, suit, proceeding or investigation (whether arising before or after the Closing Date), (i) any counsel retained by the Indemnified Parties for any period after the Closing Date shall inure be reasonably satisfactory to the benefit of Company, (ii) after the heirsClosing Date, executors and administrators of the Employee. 10.2 The right to indemnification under this section 10 shall include the Employee's right to be paid by the Company shall pay the reasonable fees and expenses incurred in defending any such proceeding in advance of its disposition; provided, however, that, if the applicable law requires, the payment of such expenses incurred by counsel, promptly after statements therefor are received, provided the Employee in advance of the final disposition of a proceeding shall be made only upon delivery Indemnified Parties first deliver to the Company of an undertaking, by or on behalf of the Employee, a written undertaking to repay all such amounts so advanced if it shall is ultimately be determined that the Employee such person is not entitled to be indemnified by the Company under this section 9 Section 6.12, and (iii) the Company will cooperate in the defense of any such matter; provided, however, that the Company shall not be liable for any settlement effected without its written consent (which consent shall not be unreasonably withheld). The Indemnified Parties as a group may retain (in addition to local counsel) only one law firm to represent them with respect to any single action unless there is, under applicable standards of professional conduct, a conflict on any significant issue between the positions of any two or otherwisemore Indemnified Parties. 10.3 The (c) For a period of six years after the Closing Date, the Company shall purchase maintain in effect directors' and maintin officers' liability insurance coverage in an amount to be determined from time to time covering those persons who are currently covered by the Board taking into account the nature Company's directors' and extent officers' liability insurance policy on terms comparable to those now applicable to directors and officers of the Company's activities . (d) The obligations of the Company under this Section 6.12 shall survive the Closing, are intended to benefit the Company and the cost of coverageIndemnified Parties, but in no event less than that maintained by the Company for any other director or executive officer of the Company, shall be binding on behalf of the Employee both in his capacity as an officer, director and employee all successors assigns of the Company and if shall be so serves at the request of the Company, as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterise, against any legally insurable liability asserted against the Employee and incurred enforceable by the Employee in any such capacity, or arising out of the Employee's status as suchIndemnified Parties.

Indemnification and Insurance. 10.1 The Company shall (a) Citizens agrees to indemnify the Employee against, and hold him harmless, from any and all judgments, penalties harmless (including excise the advancement of expenses as incurred) each present and similar taxesformer director and officer of Mid Am and Citizens and their subsidiaries (each, an "Indemnified Party") for a period of six years after the Effective Time, against any costs or expenses (including reasonable attorneys' fees), judgments, fines, settlements and expenses (including attorney's fees and court costs) actually and reasonably losses, claims, damages or liabilities incurred by him in connection with any claim, action, suit suit, proceeding or proceeding investigation, whether civil, criminal, administrative, arbitrative administrative or investigative, any appeal in such an actionarising out of or pertaining to matters existing or occurring at or prior to the Effective Time, suit whether asserted or proceeding whether claimed prior to, at or not by or in after the right of the Company to which Employee is or may be made a party or is or shall be threatened to be made a party by reason of the fact that the Employee is an officer, employee or agent of the Company or is or was serving at the request of the Company as a director, officer, partner, venturer, proprietor, trustee, employee, agent or similar functionary of another corporation, partnership, joint venture, sole proprietorship, trust, nonprofit entity, employee benefit plan or other enterpriseEffective Time, to the fullest extent permitted by any under applicable law. Citizens' obligations under this paragraph (a) shall continue in full force and effect for a period of six years from the Effective Time, provided, however, that all rights to indemnification in respect of any claim asserted or made within such period shall continue until the final disposition of such claim. (b) Citizens shall cause the Persons serving as officers and such indemnity shall inure directors of Mid Am and Citizens immediately prior to the benefit of the heirs, executors and administrators of the Employee. 10.2 The right to indemnification under this section 10 shall include the Employee's right Effective Time to be paid covered for a period of six years after the Effective Time by the Company directors' and officers' liability insurance policy currently maintained by Citizens (provided that Citizens may substitute policies providing comparable or better coverage than such policy) with respect to acts or omissions occurring prior to the expenses incurred Effective Time which were committed by such officers and directors in defending any such proceeding in advance of its dispositiontheir capacity as such; provided, however, that in no event shall Citizens be required to expend more than 200% of the amount currently expended by Mid Am (the "Maximum Amount") to maintain or procure insurance coverage pursuant hereto, and provided further that, if Citizens is unable to maintain or obtain the applicable law requiresinsurance called for by this Section 6.12(b), Citizens shall use its best efforts to obtain as much comparable insurance as available for the payment Maximum Amount; provided, further, that such Persons may be required to make application and provide customary representations and warranties to Citizens' insurance carrier for the purpose of obtaining such insurance. (c) Any Indemnified Party wishing to claim indemnification under Section 6.12(a), upon learning of any claim, action, suit, proceeding or investigation described above, shall promptly notify Citizens thereof; provided that the failure so to notify shall not affect the obligations of Citizens under Section 6.12(a) unless and to the extent that Citizens is actually prejudiced as a result of such expenses incurred by failure. (d) If Citizens or any of its successors or assigns shall consolidate with or merge into any other entity and shall not be the Employee continuing or surviving entity of such consolidation or merger or shall transfer all or substantially all of its assets to any entity, then and in advance of the final disposition of a proceeding each case, proper provision shall be made only upon delivery to the Company of an undertaking, by or on behalf of the Employee, to repay all amounts so advanced if it shall ultimately be determined that the Employee is not entitled successors and assigns of Citizens shall assume the obligations set forth in this Section 6.12. (e) The provisions of this Section 6.12 are intended to be indemnified under this section 9 for the benefit of, and shall be enforceable by, each Indemnified Party and his or otherwiseher heirs and representatives. 10.3 The Company shall purchase and maintin insurance coverage in an amount to be determined from time to time by the Board taking into account the nature and extent of the Company's activities and the cost of coverage, but in no event less than that maintained by the Company for any other director or executive officer of the Company, on behalf of the Employee both in his capacity as an officer, director and employee of the Company and if be so serves at the request of the Company, as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterise, against any legally insurable liability asserted against the Employee and incurred by the Employee in any such capacity, or arising out of the Employee's status as such.

Indemnification and Insurance. 10.1 The Company (a) From and after the Effective Time, the Buyer shall indemnify cause the Employee againstSurviving Corporation to and the Surviving Corporation shall indemnify, defend and hold him harmlessharmless the present and former officers, from any directors, employees and all judgments, penalties (including excise and similar taxes), fines, settlements and expenses (including attorney's fees and court costs) actually and reasonably incurred by him in connection with any action, suit or proceeding whether civil, criminal, administrative, arbitrative or investigative, any appeal in such an action, suit or proceeding whether or not by or in the right agents of the Company and each Subsidiary (each a "Covered Person") to which Employee is or may be made a party or is or shall be threatened to be made a party by reason the same extent, and under the same terms under which, such Covered Persons are indemnified as of the fact that date of this Agreement by the Employee is an officerCompany pursuant to the Company's certificate of incorporation, employee Company bylaws and indemnification agreements, if any, in existence on the date of this Agreement with any officers, directors, employees or agent agents for acts or omissions occurring prior to the Effective Time. (b) The Buyer shall cause the Surviving Corporation to keep in effect provisions in its certificate of incorporation and bylaws providing for exculpation of director liability, advancement of expenses prior to disposition of any Claim and indemnification of the Company or is or was serving at the request of the Company as a directorCovered Persons, officer, partner, venturer, proprietor, trustee, employee, agent or similar functionary of another corporation, partnership, joint venture, sole proprietorship, trust, nonprofit entity, employee benefit plan or other enterprise, in each case to the fullest extent permitted under the DGCL, which provisions shall not be amended except as required by any applicable law, and such indemnity shall inure law or except to make changes permitted by law that would enlarge the benefit right of indemnification of the heirsCovered Persons. In addition, executors from and administrators of after the EmployeeEffective Time, the Surviving Corporation shall comply with all indemnification agreements set forth on Schedule 4.15. 10.2 The right to indemnification under this section 10 shall include (c) For a period of exactly six (6) years after the Employee's right to be paid by the Company the expenses incurred in defending any such proceeding in advance of its disposition; provided, however, that, if the applicable law requiresEffective Time, the payment Buyer shall cause the Surviving Corporation to maintain in effect the current policies of such expenses incurred by the Employee in advance of the final disposition of a proceeding shall be made only upon delivery to the Company of an undertaking, by or on behalf of the Employee, to repay all amounts so advanced if it shall ultimately be determined that the Employee is not entitled to be indemnified under this section 9 or otherwise. 10.3 The Company shall purchase directors and maintin officers liability insurance coverage in an amount to be determined from time to time by the Board taking into account the nature and extent of the Company's activities and the cost of coverage, but in no event less than that maintained by the Company for any other director covering persons who are currently covered by the Company's directors and officers liability insurance policies with respect to actions or executive officer omissions occurring at or prior to the Effective Time; provided, that policies of at least the same coverage containing terms and conditions and the dollar value of coverage covering exclusively the persons who are currently covered by the Company's directors and officers liability insurance policies which are no less advantageous to the insureds may be substituted therefor; provided further, however, that the Surviving Corporation shall not be required to pay an annual insurance premium therefor in excess of 300% of the Companylast annual premium paid prior to the date of this Agreement. In any case, on behalf there shall be no gap in coverage by directors and officers liability insurance at the Effective Time. (d) The provisions of this Section 7.5 shall survive the consummation of the Employee both in his capacity as an officer, director Merger and employee expressly are intended to benefit each of the Company and if be so serves at the request of the Company, as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterise, against any legally insurable liability asserted against the Employee and incurred by the Employee in any such capacity, or arising out of the Employee's status as suchCovered Persons.

Indemnification and Insurance. 10.1 The Company (a) From and after the Effective Time, the Surviving Corporation shall (i) indemnify the Employee against, and hold him harmless, from any and all judgments, penalties (including excise and similar taxes), fines, settlements and expenses (including attorney's fees and court costs) actually and reasonably incurred by him in connection with any action, suit individuals who at or proceeding whether civil, criminal, administrative, arbitrative prior to the Effective Time were directors or investigative, any appeal in such an action, suit or proceeding whether or not by or in the right officers of the Company (collectively, the “Indemnitees”) with respect to which Employee is all acts or may be made a party or is or shall be threatened omissions by them in their capacities as such at any time prior to be made a party by reason of the fact that the Employee is an officer, employee or agent of the Company or is or was serving at the request of the Company as a director, officer, partner, venturer, proprietor, trustee, employee, agent or similar functionary of another corporation, partnership, joint venture, sole proprietorship, trust, nonprofit entity, employee benefit plan or other enterpriseEffective Time, to the fullest extent permitted by any applicable law, and such indemnity shall inure to the benefit of the heirs, executors and administrators of the Employee. 10.2 The right to indemnification under this section 10 shall include the Employee's right to be paid (A) required by the Company Charter Documents as in effect on the date of this Agreement and (B) permitted under applicable Law. An Indemnitee shall notify the Surviving Corporation in writing promptly upon learning of any claim, action, suit, proceeding, investigation or other matter in respect of which such indemnification may be sought. The Surviving Corporation shall have the right, but not the obligation, to assume and control the defense of, including the investigation of, and corrective action required to be undertaken in response to, any litigation, claim or proceeding (each, a “Claim”) relating to any acts or omissions covered under this Section 5.7 with counsel reasonably selected by it (and, if the Surviving Corporation shall have assumed such defense, it shall not be liable for the fees or expenses incurred of any separate counsel retained by the Indemnitee); provided, however, that the Indemnitee shall be permitted to participate in defending the defense of such Claim at his or her own expense. Notwithstanding anything to the contrary, in no event shall the Surviving Corporation be liable for any settlement or compromise effected without its written consent. Each of the Surviving Corporation and the Indemnitees shall cooperate in the defense of any Claim and shall furnish or cause to be furnished records, information and testimony, and attend such proceeding conferences, discovery proceedings, hearings, trials or appeals, as may be reasonably requested in advance connection therewith. (b) Prior to the Effective Time, the Company shall purchase an extended reporting period endorsement under the Company’s existing directors’ and officers’ liability insurance coverage for the Company’s directors and officers that shall provide such directors and officers with coverage for six (6) years following the Effective Time of its dispositionnot less than the existing coverage and have other terms not materially less favorable to, the insured persons than the directors’ and officers’ liability insurance coverage presently maintained by the Company (the “D&O Policy”). Parent shall, and shall cause the Surviving Corporation to, maintain the D&O Policy in full force and effect, and continue to honor the obligations thereunder; provided, however, that, if the applicable law requiresin satisfying its obligation under this Section 5.7(b), the payment Parent shall not be required to pay an annual premium for the D&O Policy in excess of such expenses incurred by the Employee in advance 300% of the final disposition last annual premium paid prior to the date of a proceeding this Agreement. (c) The Indemnitees to whom this Section 5.7 applies shall be made only upon delivery to the Company third party beneficiaries of an undertaking, by or on behalf this Section 5.7. The provisions of the Employee, to repay all amounts so advanced if it shall ultimately be determined that the Employee is not entitled this Section 5.7 are intended to be indemnified under this section 9 for the benefit of each Indemnitee and his or otherwiseher heirs. 10.3 The Company shall purchase and maintin insurance coverage in an amount to be determined from time to time by the Board taking into account the nature and extent of the Company's activities and the cost of coverage, but in no event less than that maintained by the Company for any other director or executive officer of the Company, on behalf of the Employee both in his capacity as an officer, director and employee of the Company and if be so serves at the request of the Company, as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterise, against any legally insurable liability asserted against the Employee and incurred by the Employee in any such capacity, or arising out of the Employee's status as such.

Indemnification and Insurance. 10.1 The (a) Company shall indemnify the Employee against, and hold him harmlessharmless Acquiror and its directors and officers and Acquiror shall indemnify and hold harmless Company and its directors and officers, from and against any and all judgmentsloss, penalties claim, damage, cost, liability, obligation or expense (including excise and similar taxes), fines, settlements and expenses (including reasonable attorney's fees and court costscosts of investigation) actually to which any indemnified party may become subject under the Exchange Act or otherwise, insofar as such loss, claim, damage, cost, liability, obligation or expense or actions in respect thereof arises out or is based upon any untrue statement or alleged untrue statement of a material fact relating to, and reasonably incurred by him supplied by, such indemnifying party and contained in connection the Offer Documents, the Information Statement, the Schedule 14D-9 or the Company Proxy Statement or arises out of or is based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein with any actionrespect to such indemnifying party not misleading. (i) Until six years from the Effective Time, suit Acquiror shall not permit the Certificate of Incorporation and Bylaws of the Surviving Corporation to be amended to reduce or proceeding whether civil, criminal, administrative, arbitrative or investigative, any appeal limit the rights of indemnity afforded in such an actionCertificate of Incorporation and Bylaws to the present and former directors and officers (the "Indemnified Persons") of Company or to reduce or limit the ability of the Surviving Corporation to indemnify such persons, suit or proceeding whether to hinder, delay or not by make more difficult the exercise of such rights of indemnity or the ability to indemnify. If, within six years from the Effective Time, the Surviving Corporation is merged with or into Acquiror or another subsidiary of Acquiror, the Certificate of Incorporation and Bylaws of Acquiror or such subsidiary shall, for at least the six year period following the Effective Time, provide rights to indemnification for the Indemnified Persons at least equivalent to those in the right Certificate of Incorporation and Bylaws of the Company Surviving Corporation. From and after the Effective Time, Acquiror shall cause the Surviving Corporation (or its successors) (A) to which Employee is or may be made a party or is or shall be threatened exercise the powers granted to be made a party it by reason its Certificate of Incorporation, its Bylaws and by applicable law, as in effect on the fact that the Employee is an officerdate hereof, employee or agent of the Company or is or was serving at the request of the Company as a director, officer, partner, venturer, proprietor, trustee, employee, agent or similar functionary of another corporation, partnership, joint venture, sole proprietorship, trust, nonprofit entity, employee benefit plan or other enterprise, to indemnify to the fullest extent permitted by possible present and former directors and officers of Company against claims made against them arising from their service in such capacities and (B) to fulfill and honor in all respects the obligations of -39- 44 Company pursuant to each agreement that provides for indemnification and is in effect between Company and the Indemnified Persons at the Effective Time that has been set forth on the Company Disclosure Schedules. (ii) Should any applicable lawclaim or claims be made against any present or former director or officer of Company, arising from his services as such, within six years of the Effective Time, the provisions of this Section 7.8(b) respecting the Certificate of Incorporation and Bylaws of the Surviving Corporation shall continue in effect until the final disposition of all such claims. In the event that after the Effective Time, the Surviving Corporation or any of its successors or assigns (A) consolidates with or merges into any other person and is not the continuing or surviving corporation or entity of such consolidation or merger or (B) transfers or conveys all or substantially all of its properties and assets to any person then, and in each such indemnity case, proper provision will be made so that the successors and assigns of the Surviving Corporation assume the obligations set forth in this Section 7.8, including by providing rights to indemnification in their certificates of incorporation, bylaws, or other organizational documents at least equivalent to those in the Certificate of Incorporation and Bylaws of the Surviving Corporation. Notwithstanding anything to the contrary in this Section 7.8, neither Acquiror nor the Surviving Corporation shall inure be liable for any settlement effected without its written consent, which shall not be unreasonably withheld. (iii) The provisions of this Section 7.8(b) are intended to be for the benefit of, and shall be enforceable by, each party entitled to indemnification hereunder, his heirs and his representatives and are in addition to and not in substitution for, any other rights to indemnification or contribution that such person may have by contract or otherwise. (c) Until six years from the Effective Time, the Surviving Corporation shall maintain in effect, for the benefit of the heirsIndemnified Persons with respect to acts or omissions occurring prior to the Effective Time, executors directors' and administrators officers' liability insurance which is substantially similar in coverage to that maintained by Company as of the Employee. 10.2 The right date of this Agreement in the form disclosed by Company to indemnification under Acquiror prior to the date of this section 10 shall include Agreement (the Employee's right to be paid by the Company the expenses incurred in defending any such proceeding in advance of its disposition"Existing Policy"); provided, however, that, if that the applicable law requiresSurviving Corporation shall not be required to pay or cause to be paid annual premiums for the Existing Policy (or for any substitute policies) in excess of 150% of the last annual premium paid by Company prior to the date hereof. In the event any future annual premiums for the Existing Policy (or any substitute policies) exceed 150% of the last annual premium paid by Company prior to the date hereof, the payment Surviving Corporation shall be entitled to reduce the amount of such expenses incurred by the Employee in advance coverage of the final disposition of a proceeding shall be made only upon delivery Existing Policy (or any substitute policies) to the Company amount of an undertaking, by or on behalf coverage that can be obtained for a premium equal to 150% of the Employee, last annual premium paid by Company prior to repay all amounts so advanced if it shall ultimately be determined that the Employee is not entitled to be indemnified under this section 9 or otherwisedate hereof. 10.3 The Company shall purchase and maintin insurance coverage in an amount to be determined from time to time by the Board taking into account the nature and extent of the Company's activities and the cost of coverage, but in no event less than that maintained by the Company for any other director or executive officer of the Company, on behalf of the Employee both in his capacity as an officer, director and employee of the Company and if be so serves at the request of the Company, as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterise, against any legally insurable liability asserted against the Employee and incurred by the Employee in any such capacity, or arising out of the Employee's status as such.

Indemnification and Insurance. 10.1 The Company shall indemnify (a) Parent and Merger Sub agree that all rights to exculpation, indemnification and advancement of expenses for acts or omissions occurring at or prior to the Employee againstEffective Time, and hold him harmlesswhether asserted or claimed prior to, from any and all judgmentsat or after the Effective Time, penalties (including excise and similar taxes), fines, settlements and expenses (including attorney's fees and court costs) actually and reasonably incurred by him now existing in connection with any action, suit or proceeding whether civil, criminal, administrative, arbitrative or investigative, any appeal in such an action, suit or proceeding whether or not by or in the right favor of the Company to which Employee is current or former, directors, officers or employees, as the case may be made a party or is or shall be threatened to be made a party by reason of the fact that the Employee is an officerbe, employee or agent of the Company or is its Subsidiaries as provided in their respective certificate of incorporation or was serving at bylaws or other organizational documents or in any agreement shall survive the request Merger and shall continue in full force and effect. For a period of six years from the Effective Time, Parent and the Surviving Corporation shall maintain in effect any and all exculpation, indemnification and advancement of expenses provisions of the Company’s and any of its Subsidiaries’ certificate of incorporation and bylaws or similar organizational documents in effect immediately prior to the Effective Time or in any indemnification agreements of the Company or its Subsidiaries with any of their respective current or former directors, officers or employees in effect immediately prior to the Effective Time, and shall not amend, repeal or otherwise modify any such provisions or the exculpation, indemnification or advancement of expenses provisions of the Surviving Corporation’s certificate of incorporation and bylaws in any manner that would adversely affect the rights thereunder of any individuals who immediately before the Effective Time were current or former directors, officers or employees of the Company or any of its Subsidiaries; provided, however, that all rights to indemnification 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. (b) The Surviving Corporation shall (and Parent shall cause the Surviving Corporation to), to the fullest extent permitted under applicable Law, indemnify and hold harmless (and advance funds in respect of each of the foregoing) each current and former director, officer or employee of the Company or any of its Subsidiaries and each person who served as a director, officer, partnermember, venturer, proprietor, trustee, employee, agent trustee or similar functionary fiduciary of another corporation, partnership, joint venture, sole proprietorship, trust, nonprofit entity, pension or other employee benefit plan or other enterprise, to enterprise if such service was at the fullest extent permitted by any applicable law, and such indemnity shall inure to request or for the benefit of the Company or any of its Subsidiaries (each, together with such person’s heirs, executors or administrators, an “Indemnified Party”), in each case against any costs or expenses (including advancing attorneys’ fees and administrators of the Employee. 10.2 The right to indemnification under this section 10 shall include the Employee's right to be paid by the Company the expenses incurred in defending any such proceeding in advance of its disposition; provided, however, that, if the applicable law requires, the payment of such expenses incurred by the Employee in advance of the final disposition of a any claim, suit, proceeding shall be made only upon delivery or investigation to each Indemnified Party to the fullest extent permitted by applicable Law; provided, however, that the Indemnified Party to whom expenses are advanced provides an undertaking consistent with the Company of an undertaking, by or on behalf of the Employee, Organizational Documents to repay all such amounts so advanced if it shall is ultimately be determined that the Employee such person is not entitled to indemnification), judgments, fines, losses, claims, damages, liabilities and amounts paid in settlement in connection with any actual or threatened claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative (an “Action”), arising out of, relating to or in connection with any action or omission by them in their capacities as such occurring or alleged to have occurred whether before or after the Effective Time (including acts or omissions in connection with such Indemnified Party serving as an officer, director, employee or other fiduciary of any entity if such service was at the request or for the benefit of the Company). In the event of any such Action, the Surviving Corporation shall cooperate with the Indemnified Party in the defense of any such Action. (c) For a period of six years from the Effective Time, Parent shall cause to be indemnified maintained in effect the coverage provided by the policies of directors’ and officers’ liability insurance and fiduciary liability insurance in effect as of the date hereof by the Company and its Subsidiaries or provide substitute policies for the Company and its current and former directors and officers who are currently covered by the directors’ and officers’ liability insurance and fiduciary liability insurance coverage in effect as of the date hereof by the Company and its Subsidiaries, in either case, of not less than the existing coverage and have other terms not less favorable to the insured persons than the directors’ and officers’ liability insurance and fiduciary liability insurance coverage with respect to matters existing or arising on or before the Effective Time; provided, however, that Parent shall not be required to pay annual premiums in excess of 300% of the last annual premium paid by the Company prior to the date hereof in respect of the coverages (the “Maximum Amount”) required to be obtained pursuant hereto, but in such case shall purchase as much coverage as reasonably practicable for such amount. Notwithstanding anything to the contrary herein, the Company may, prior to the Effective Time, purchase a “tail policy” with respect to acts or omissions occurring or alleged to have occurred prior to the Effective Time that were committed or alleged to have been committed by such Indemnified Parties in their capacity as such; provided that such “tail policy” shall provide coverage in an amount not less than the existing coverage and to have other terms not less favorable to the Indemnified Parties than the directors’ and officers’ liability insurance and fiduciary liability insurance coverage in effect as of the date hereof by the Company and its Subsidiaries; provided further in no event shall the cost of such policy, if purchased by the Company, exceed six (6) times the Maximum Amount and, if such a “tail policy” is purchased, Parent shall have no further obligations under this section 9 Section 5.9(c). The Surviving Corporation shall maintain such policies in full force and effect, and continue to honor the obligations thereunder. (d) Parent shall pay all reasonable expenses, including reasonable attorneys’ fees, that may be incurred by any Indemnified Party in enforcing the indemnity and other obligations provided in this Section 5.9. (e) The rights of each Indemnified Party shall be in addition to, and not in limitation of, any other rights such Indemnified Party may have under the certificate of incorporation or bylaws or other organizational documents of the Company or any of its Subsidiaries or the Surviving Corporation, any other indemnification arrangement, the DGCL or otherwise. 10.3 (f) The Company obligations of Parent and the Surviving Corporation under this Section 5.9 shall purchase not be terminated, amended or modified in any manner so as to adversely affect any Indemnified Party (including their successors, heirs and maintin insurance coverage legal representatives) to whom this Section 5.9 applies without the consent of such Indemnified Party. It is expressly agreed that, notwithstanding any other provision of this Agreement that may be to the contrary, (i) the Indemnified Parties to whom this Section 5.9 applies shall be third-party beneficiaries of this Section 5.9, and (ii) this Section 5.9 shall survive consummation of the Merger and shall be enforceable by such Indemnified Parties and their respective successors, heirs and legal representatives against Parent and the Surviving Corporation and their respective successors and assigns. (g) In the event the Surviving Corporation or any of its successors or assigns (i) consolidates with or merges into any other Person and is not the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers or conveys all or substantially all of its properties and assets to any Person, then and in an amount each such case, the Surviving Corporation shall cause proper provision to be determined from time to time by made so that the Board taking into account the nature successors and extent assigns of the Company's activities and Surviving Corporation assume the cost of coverage, but obligations set forth in no event less than that maintained by the Company for any other director or executive officer of the Company, on behalf of the Employee both in his capacity as an officer, director and employee of the Company and if be so serves at the request of the Company, as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterise, against any legally insurable liability asserted against the Employee and incurred by the Employee in any such capacity, or arising out of the Employee's status as suchthis Section 5.9.

Indemnification and Insurance. 10.1 The Company (a) For a period of six (6) years after the Effective Time (and until such later date as of which any (1) Action against any Indemnified Party commenced during such six (6)-year period and (2) Permitted Parent Access Circumstance commenced during such six (6) year period, in each case shall indemnify have been finally disposed of) (such six (6) year anniversary of the Employee againstEffective Time or, if applicable, such later date, the “Extended Date”), Parent shall, and hold him harmlessshall cause the Surviving Corporation and its Subsidiaries, and from any and after the Upstream Merger, the Surviving Company and its Subsidiaries, to honor and fulfill in all judgments, penalties respects the obligations (including excise both indemnification and similar taxes), fines, settlements and expenses (including attorney's fees and court costsadvancement of expenses) actually and reasonably incurred by him in connection with any action, suit or proceeding whether civil, criminal, administrative, arbitrative or investigative, any appeal in such an action, suit or proceeding whether or not by or in the right of the Company and its Subsidiaries under their respective certificates of incorporation or bylaws (or any similar organizational documents) and under any indemnification agreements, in each case, in effect on the date hereof (and made available to which Employee is or may be made a party or is or shall be threatened Parent prior to be made a party by reason the date hereof), for the benefit of (x) any of the fact that the Employee is an officer, employee Company’s or agent its Subsidiaries’ current or former directors and officers and any Person who becomes a director or officer of the Company or is any of its Subsidiaries prior to the Effective Time or was (y) any person serving or who prior to the Effective Time has served on the board of directors of another Person at the request of the Company or its Subsidiaries, in the case of each of clauses (x) and (y), in each such individual’s capacity as a directordescribed in such clause (collectively, officerthe “Indemnified Parties”). For the avoidance of doubt, partnerthe Indemnified Parties shall include present and former Company Directors in his or her capacity as such. In addition, venturerfor the period following the Effective Time and until the Extended Date, proprietorParent shall cause the certificates of incorporation, trusteecertificates of formation and bylaws and operating agreements, employeeas applicable (and other similar organizational documents) of the Surviving Corporation, agent the Surviving Company and their respective Subsidiaries to contain provisions with respect to indemnification, advancement of expenses and exculpation in favor of the Indemnified Parties (in their capacities as such) for events and Actions to the extent relating to periods at or similar functionary of another corporationprior to the Effective Time that are no less advantageous, partnership, joint venture, sole proprietorship, trust, nonprofit entity, employee benefit plan or other enterprisein the aggregate, to the fullest extent permitted by any applicable law, Indemnified Parties (in their capacities as such) than the corresponding provisions in the certificate of incorporation and such indemnity shall inure to the benefit of the heirs, executors and administrators of the Employee. 10.2 The right to indemnification under this section 10 shall include the Employee's right to be paid by the Company the expenses incurred in defending any such proceeding in advance of its disposition; provided, however, that, if the applicable law requires, the payment of such expenses incurred by the Employee in advance of the final disposition of a proceeding shall be made only upon delivery to the Company of an undertaking, by bylaws (or on behalf of the Employee, to repay all amounts so advanced if it shall ultimately be determined that the Employee is not entitled to be indemnified under this section 9 or otherwise. 10.3 The Company shall purchase and maintin insurance coverage in an amount to be determined from time to time by the Board taking into account the nature and extent of the Company's activities and the cost of coverage, but in no event less than that maintained by the Company for any other director or executive officer of the Company, on behalf of the Employee both in his capacity as an officer, director and employee similar organizational documents) of the Company and if be so serves at the request of the Companyor its applicable Subsidiary, as a directorthe case may be, officereach as in effect on the date hereof, employee and during period, such provisions shall not be amended, repealed or agent of another corporation, partnership, joint venture, trust or other enterise, against any legally insurable liability asserted against the Employee and incurred by the Employee otherwise modified in any such capacityrespect, or arising out of the Employee's status except as suchrequired by Law.

Indemnification and Insurance. 10.1 The Company shall indemnify A. Each member which is subject to a claim, of any nature, which arises as a consequence of the Employee againstacts or omissions of such member's personnel in responding to, or providing emergency services pursuant to a dispatch via the system (hereinafter "Claim") shall, at such member's sole expense, indemnify, defend and hold harmless any other member, and hold him harmlessits officers, employees and agents from any cost, expense, attorney fees, judgment or liability of any nature when any other member is/are subject to the same claim solely as a consequence of such other member being a member of this ECDC. Additionally, in the event ECDC and/or its directors, officers, employees and all judgmentsagents are subject to a Claim of any nature which arises as a consequence of the acts or omissions of a member's personnel in responding to or providing emergency services pursuant to a dispatch by ECDC, penalties (including excise such member shall at its sole expense, indemnify, defend and similar taxes)hold harmless from any cost, finesexpense, settlements attorney fees, judgments or liability of any nature ECDC and expenses (including attorney's fees its officers, directors, employees and court costs) actually agents unless it is determined that the officers, directors, employees and/or agents of the ECDC acted in a willful and reasonably incurred by him wanton manner in connection with dispatching the personnel of the member. B. In the event that any action, member municipality should file suit or proceeding whether civilan action against ECDC, criminal, administrative, arbitrative all representatives of that member shall be prohibited from attending any meetings or investigative, any appeal in discussions or having access to the results of such an action, meetings related to the defense of the suit or proceeding whether or not action. The member's representatives shall have no direct access to any written communication concerning the matter except by or in the right legal process; and no representative of the Company to which Employee is or may be made a party or is or member shall be threatened allowed to be made a party by reason vote on any issue related to the suit or action. C. The ECDC shall keep and maintain insurance as deemed necessary for the activities of the fact that ECDC. All losses in excess of applicable limits of insurance shall be borne by the Employee is an officer, employee or agent members of the Company or is or was serving at ECDC in accordance with the request cost sharing as determined herein. Nothing contained in these BY-LAWS shall be construed as any waiver of the Company as a director, officer, partner, venturer, proprietor, trustee, employee, agent or similar functionary of another corporation, partnership, joint venture, sole proprietorship, trust, nonprofit entity, employee benefit plan or other enterprise, sovereign immunity except to the fullest extent permitted covered by any applicable law, valid and such indemnity shall inure to the benefit of the heirs, executors and administrators of the Employeecollectable insurance. 10.2 The right to indemnification under this section 10 shall include the Employee's right to be paid by the Company the expenses incurred in defending any such proceeding in advance of its disposition; provided, however, that, if the applicable law requires, the payment of such expenses incurred by the Employee in advance of the final disposition of a proceeding shall be made only upon delivery to the Company of an undertaking, by or on behalf of the Employee, to repay all amounts so advanced if it shall ultimately be determined that the Employee is not entitled to be indemnified under this section 9 or otherwise. 10.3 The Company shall purchase and maintin insurance coverage in an amount to be determined from time to time by the Board taking into account the nature and extent of the Company's activities and the cost of coverage, but in no event less than that maintained by the Company for any other director or executive officer of the Company, on behalf of the Employee both in his capacity as an officer, director and employee of the Company and if be so serves at the request of the Company, as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterise, against any legally insurable liability asserted against the Employee and incurred by the Employee in any such capacity, or arising out of the Employee's status as such.

Indemnification and Insurance. 10.1 (a) The Company shall indemnify Surviving Corporation and the Employee againstParent Parties agree that all rights to exculpation, indemnification and hold him harmless, from any and all judgments, penalties (including excise and similar taxes), fines, settlements and advancement of expenses (including attorney's fees and court costs) actually and reasonably incurred by him now existing in connection with any action, suit or proceeding whether civil, criminal, administrative, arbitrative or investigative, any appeal in such an action, suit or proceeding whether or not by or in the right favor of the Company to which Employee is current or former directors, officers or employees, as the case may be made a party or is or shall be threatened to be made a party by reason of the fact that the Employee is an officerbe, employee or agent of the Company or is its Subsidiaries as provided in their respective certificates of incorporation or was serving bylaws or other organizational documents or in any agreement with the Company or any of its Subsidiaries shall survive the Merger and shall continue in full force and effect. For a period of six (6) years from the Effective Time, Parent and the Surviving Corporation, subject to compliance with applicable Law, shall maintain in effect the exculpation, indemnification and advancement of expenses provisions of the Company’s and any Company Subsidiary’s certificates of incorporation and bylaws or similar organizational documents as in effect immediately prior to the Effective Time or in any indemnification agreements of the Company or its Subsidiaries with any of their respective directors or officers as in effect immediately prior to the Effective Time, and, subject to compliance with applicable Law, shall not amend, repeal or otherwise modify any such provisions in any manner that would adversely affect the rights thereunder of any individuals who at the Effective Time were current or former directors or officers of the Company or any of its Subsidiaries; provided that all rights to indemnification and advancement 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. (b) From and after the Effective Time, the Surviving Corporation shall, and Parent shall cause the Surviving Corporation to, to the fullest extent permitted under applicable Law, indemnify and hold harmless (and advance funds in respect of each of the Indemnified Parties) each current and former director or officer of the Company or any of its Subsidiaries and each Person who served, at the request of the Company or any of its Subsidiaries, as a director, officer, partner, venturer, proprietor, member trustee, employee, agent or similar functionary fiduciary of another corporation, partnership, joint venture, sole proprietorship, trust, nonprofit entity, pension or other employee benefit plan or other enterpriseenterprise (each, to the fullest extent permitted by any applicable law, and together with such indemnity shall inure to the benefit of the Person’s heirs, executors or administrators, an “Indemnified Party”) against any costs or expenses (including advancing reasonable attorneys’ fees and administrators of the Employee. 10.2 The right to indemnification under this section 10 shall include the Employee's right to be paid by the Company the expenses incurred in defending any such proceeding in advance of its disposition; provided, however, that, if the applicable law requires, the payment of such expenses incurred by the Employee in advance of the final disposition of a any claim, suit, proceeding shall be made only upon delivery or investigation to each Indemnified Party to the Company of fullest extent permitted by Law), judgments, fines, losses, claims, damages, liabilities and amounts paid in settlement (collectively, “Losses”) in connection with any actual or threatened claim, action, suit, litigation, proceeding or investigation, whether civil, criminal, administrative or investigative (an undertaking“Action”), by arising out of, relating to or on behalf in connection with any action or omission occurring or alleged to have occurred whether before or after the Effective Time in connection with such Indemnified Party’s service as a director or officer of the EmployeeCompany or any of its Subsidiaries (including acts or omissions in connection with such Indemnified Party’s service as officer, director, member, trustee or other fiduciary in any other entity if such services were at the request or for the benefit of the Company); provided that any Person to whom any funds are advanced pursuant to the foregoing must, if required by Law, provide an undertaking to repay all amounts so advanced such advances if it shall is ultimately be determined that the Employee such Person is not entitled to be indemnified under this section 9 or otherwiseindemnification. In the event of any such Action, Parent, the Surviving Corporation and the Indemnified Party shall cooperate with each other in the defense of any such Action. 10.3 The Company (c) For a period of six (6) years from the Effective Time, Parent shall purchase cause the Surviving Corporation to maintain in effect the current policies of directors’ and maintin officers’ liability insurance coverage in an amount to be determined from time to time by the Board taking into account the nature and extent of the Company's activities and the cost of coverage, but in no event less than that fiduciary liability insurance maintained by the Company and its Subsidiaries with respect to matters arising on or before the Effective Time; provided that, if the aggregate annual premium for any other director or executive officer such insurance shall exceed 300% of the Company, current annual premium for such insurance (which is identified on behalf of the Employee both in his capacity as an officer, director and employee Section 5.10(c) of the Company Disclosure Letter), then Parent shall provide or cause to be provided, a policy for the applicable individuals with as much coverage as can reasonably be obtained in its good faith judgment at a cost up to but not exceeding 300% of such current annual premium. At the Company’s option, the Company may (or, if requested by Parent, the Company shall) purchase, prior to the Effective Time, a six-year prepaid “tail” policy on terms and if be so serves at conditions providing substantially equivalent benefits as the request current policies of directors’ and officers’ liability insurance and fiduciary liability insurance maintained by the Company and its Subsidiaries with respect to matters arising on or before the Effective Time, covering without limitation the transactions contemplated herein; provided that the aggregate premium for such insurance policy shall not exceed 600% of the Companycurrent annual premium for such insurance. If such “tail” prepaid policy has been obtained by the Company prior to the Effective Time, Parent shall cause such policy to be maintained in full force and effect, for its full term, and cause all obligations thereunder to be honored by the Surviving Corporation, and no other party shall have any further obligation to purchase or pay for insurance hereunder. (d) To the fullest extent permitted under applicable Law, from and after the Effective Time, Parent shall, or shall cause to be paid all reasonable expenses, including reasonable attorneys’ fees, that may be incurred by any Indemnified Party in enforcing the indemnity and other obligations provided in this Section 5.10 if and to the extent that such Indemnified Party is determined to be entitled to receive such indemnification. (e) The rights of each Indemnified Party hereunder shall be in addition to, and not in limitation of, any other rights such Indemnified Party may have under the certificates of incorporation or bylaws or other organizational documents of the Company or any of its Subsidiaries or the Surviving Corporation, any other indemnification arrangement, the DGCL or otherwise. The provisions of this Section 5.10 shall survive the consummation of the Merger and expressly are intended to benefit, and are enforceable by, each of the Indemnified Parties. (f) Nothing in this Agreement is intended to, shall be construed to or shall release, waive or impair any rights to directors’ or officers’ insurance claims under any policy that is or has been in existence with respect to the Company or any of its Subsidiaries or any of their officers or directors, it being understood and agreed that the indemnification provided for in this Section 5.10 is not prior to or in substitution for any such claims under such policies. (g) In the event Parent, the Surviving Corporation or any of their respective successors or assigns (i) consolidates with or merges into any other Person and shall not be the continuing or surviving corporation or entity in such consolidation or merger or (ii) transfers all or substantially all of its properties and assets to any Person, then, and in either such case, proper provision shall be made so that the successors and assigns of Parent or the Surviving Corporation, as a directorthe case may be, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterise, against any legally insurable liability asserted against shall assume the Employee and incurred by the Employee obligations set forth in any such capacity, or arising out of the Employee's status as suchthis Section 5.10.

Indemnification and Insurance. 10.1 The Company shall indemnify (a) Parent agrees that, to the Employee againstfullest extent permitted under applicable Law, all rights to exculpation, indemnification and hold him harmlessadvancement of expenses for acts or omissions occurring at or prior to the Effective Time, from any and all judgmentswhether asserted or claimed prior to, penalties (including excise and similar taxes)at or after the Effective Time, fines, settlements and expenses (including attorney's fees and court costs) actually and reasonably incurred by him existing as at the date of this Agreement in connection with any action, suit or proceeding whether civil, criminal, administrative, arbitrative or investigative, any appeal in such an action, suit or proceeding whether or not by or in the right favor of the Company to which Employee is current or former directors, officers or employees, as the case may be made a party or is or shall be threatened to be made a party by reason of the fact that the Employee is an officerbe, employee or agent of the Company or is its Subsidiaries as provided in their respective certificate of formation or was serving at bylaws or other organizational documents or in any agreement shall survive the request Merger and shall continue in full force and effect in accordance with their terms. For a period of six years from the Effective Time, to the fullest extent permitted under applicable Law, Parent shall, and shall cause the Surviving Company to, maintain in effect any and all exculpation, indemnification and advancement of expenses provisions of the certificate of formation, bylaws or similar organizational documents of the Company and its Subsidiaries in effect as at the date of this Agreement or in any indemnification agreements of the Company or its Subsidiaries with any of their respective current or former directors, officers or employees in effect as at the date of this Agreement, and to the fullest extent permitted under applicable Law shall not amend, repeal or otherwise modify any such provisions or the exculpation, indemnification or advancement of expenses provisions of the organizational documents of the Company or its Subsidiaries in any manner that would adversely affect the rights thereunder of any individuals who immediately before the Effective Time were current or former directors, officers or employees of the Company or any of its Subsidiaries; provided, however, that all rights to exculpation, indemnification and 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. (b) Parent shall, and shall cause the Surviving Company to, to the fullest extent permitted under applicable Law, indemnify and hold harmless (and advance funds in respect of each of the foregoing) each current and former director, officer or employee of the Company or any of its Subsidiaries and each person who served as a director, officer, partnermember, venturer, proprietor, trustee, employee, agent trustee or similar functionary fiduciary of another corporation, partnership, joint venture, sole proprietorship, trust, nonprofit entity, pension or other employee benefit plan or other enterprise, to enterprise if such service was at the fullest extent permitted by any applicable law, and such indemnity shall inure to request or for the benefit of the Company or any of its Subsidiaries (each, together with such person’s heirs, executors or administrators, an “Indemnified Party”), in each case against any costs or expenses (including advancing attorneys’ fees and administrators of the Employee. 10.2 The right to indemnification under this section 10 shall include the Employee's right to be paid by the Company the expenses incurred in defending any such proceeding in advance of its disposition; provided, however, that, if the applicable law requires, the payment of such expenses incurred by the Employee in advance of the final disposition of a any claim, suit, proceeding shall be made only upon delivery or investigation to each Indemnified Party to the fullest extent permitted by applicable Law; provided, however, that the Indemnified Party to whom expenses are advanced provides an undertaking consistent with applicable Law and the Company of an undertaking, by or on behalf of the Employee, Organizational Documents to repay all such amounts so advanced if it shall is ultimately be determined that the Employee such person is not entitled to indemnification), judgments, fines, losses, claims, damages, liabilities and amounts paid in settlement in connection with any actual or threatened claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative (an “Action”), arising out of, relating to or in connection with any action or omission by them in their capacities as such occurring or alleged to have occurred whether before or after the Effective Time (including acts or omissions in connection with such Indemnified Party serving as an officer, director, employee or other fiduciary of any entity if such service was at the request or for the benefit of the Company). In the event of any such Action, Parent and the Surviving Company shall cooperate with the Indemnified Party in the defense of any such Action. (c) For a period of six years from the Effective Time, Parent and the Surviving Company shall cause to be indemnified maintained in effect the coverage provided by the policies of directors’ and officers’ liability insurance and fiduciary liability insurance in effect as of the date hereof by the Company and its Subsidiaries with respect to matters existing or arising on or before the Effective Time (provided that Parent may substitute these for policies with a carrier with reasonably comparable credit ratings to the existing carrier of at least the same coverage and amounts and containing terms and conditions that it reasonably considers are no less favorable to the insured or, if insurance coverage that is no less favorable is unavailable, the best available coverage); provided, however, that Parent shall not be required to pay an annual premium in excess of 300% of the last annual premium paid by the Company prior to the date hereof in respect of the coverages (the “Maximum Amount”) required to be obtained pursuant hereto, but in such case shall purchase as much coverage as reasonably practicable for such amount. If the Company or Parent elects, then the Company or Parent, as applicable, may, prior to the Effective Time, purchase a “tail policy” with respect to acts or omissions occurring or alleged to have occurred prior to the Effective Time that were committed or alleged to have been committed by such Indemnified Parties in their capacity as such; provided that in no event shall the cost of such policy, if purchased by the Company, exceed six (6) times the Maximum Amount and, if such a “tail policy” is purchased, Parent shall have no further obligations under this section 9 Section 5.10(c). (d) Parent shall, to the fullest extent permitted under applicable Law, pay all reasonable expenses, including reasonable attorneys’ fees, that may be incurred by any Indemnified Party in enforcing the indemnity and other obligations provided in this Section 5.10. (e) The rights of each Indemnified Party under this Section 5.10 shall be in addition to, and not in limitation of, any other rights such Indemnified Party may have under the certificate of incorporation or bylaws or other organizational documents of the Company or any of its Subsidiaries or the Surviving Company, any other indemnification arrangement, the TBOC or otherwise. 10.3 The (f) In the event that Parent, the Surviving Company or any of its successors or assigns shall purchase (i) consolidate with or merge into any other person and maintin insurance coverage shall not be the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfer all or substantially all its properties and assets to any person, then, and in an amount each such case, Parent shall cause proper provision to be determined from time made so that the successor and assign of Parent or the Surviving Company assumes the obligations set forth in this Section 5.10. (g) The obligations of Parent under this Section 5.10 shall not be terminated, amended or modified in any manner so as to time by adversely affect any Indemnified Party (including their successors, heirs and legal representatives) to whom this Section 5.10 applies without the Board taking into account consent of such Indemnified Party. It is expressly agreed that, notwithstanding any other provision of this Agreement that may be to the nature contrary, (i) the Indemnified Parties to whom this Section 5.10 applies shall be third-party beneficiaries of this Section 5.10, and extent (ii) this Section 5.10 shall survive consummation of the Company's activities Merger and the cost of coverageshall be enforceable by such Indemnified Parties and their respective successors, but in no event less than that maintained by the Company for any other director or executive officer of the Company, on behalf of the Employee both in his capacity as an officer, director heirs and employee of the Company legal representatives against Parent and if be so serves at the request of the Company, as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterise, against any legally insurable liability asserted against the Employee its successors and incurred by the Employee in any such capacity, or arising out of the Employee's status as suchassigns.

Indemnification and Insurance. 10.1 The Company (a) From and after the Closing, Acquiror agrees that it shall cause the Companies to continue to indemnify the Employee against, and hold him harmless, from harmless each present and former director and officer of each Company (other than those directors and officers who remain employed by or serve as a director of any and all judgments, penalties Seller or any of its Controlled Affiliates immediately after the Closing) against any costs or expenses (including excise and similar taxesreasonable attorneys’ fees), judgments, fines, settlements and expenses (including attorney's fees and court costs) actually and reasonably losses, claims, damages or other Liabilities incurred by him in connection with any actionAction arising out of or pertaining to matters existing or occurring at or prior to the Closing, suit whether asserted or proceeding whether civilclaimed prior to, criminal, administrative, arbitrative at or investigative, any appeal in such an action, suit or proceeding whether or not by or in after the right of the Company to which Employee is or may be made a party or is or shall be threatened to be made a party by reason of the fact that the Employee is an officer, employee or agent of the Company or is or was serving at the request of the Company as a director, officer, partner, venturer, proprietor, trustee, employee, agent or similar functionary of another corporation, partnership, joint venture, sole proprietorship, trust, nonprofit entity, employee benefit plan or other enterpriseClosing, to the fullest extent permitted by any applicable lawprovided for in the Companies’ respective certificate of incorporation, and such indemnity shall inure bylaws or other organizational documents in effect on the date of this Agreement (including, if applicable, the advancing of expenses as incurred to the benefit of fullest extent permitted under applicable Law); provided that the heirs, executors and administrators of the Employee. 10.2 The right person to indemnification under this section 10 shall include the Employee's right to be paid by the Company the expenses incurred in defending any such proceeding in advance of its disposition; provided, however, that, if the applicable law requires, the payment of whom such expenses incurred by the Employee in advance of the final disposition of a proceeding shall be made only upon delivery are advanced provides an undertaking to the such Company of an undertaking, by or on behalf of the Employee, to repay all amounts so advanced such advances if it shall is ultimately be determined that the Employee such person is not entitled to be indemnified under this section 9 or otherwise. 10.3 The Company shall purchase indemnification; and maintin insurance coverage in an amount provided, further, that any determination required to be determined from time made with respect to time by whether an officer’s or director’s conduct complies with the Board taking into account the nature and extent of the Company's activities standards set forth under applicable Law and the cost certificate of coverageincorporation, but in no event less than that maintained by the Company for any bylaws or other director or executive officer organizational documents of the Company, on behalf of the Employee both in his capacity as an officer, director and employee of the Company and if be so serves at the request of the such Company, as a directorthe case may be, officershall be made by independent counsel mutually acceptable to Sellers and Acquiror. (b) In the event Acquiror or any Company (or any of its successors or assigns) (i) consolidates with or merges into any other Person and shall not be the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers or conveys all or substantially all of its assets to any Person, employee then, and in each such case, proper provision shall be made so that such continuing or agent surviving corporation or entity or transferee of another corporationsuch assets, partnershipas the case may be, joint venture, trust or other enterise, against any legally insurable liability asserted against shall assume the Employee and incurred by the Employee obligations set forth in any such capacity, or arising out of the Employee's status as suchthis Section 6.2.

Indemnification and Insurance. 10.1 The Company (a) Prior to the Effective Date, MPX shall indemnify the Employee against, purchase customary “tail” policies of directors’ and hold him harmless, from any and all judgments, penalties (including excise and similar taxes), fines, settlements and expenses (including attorney's fees and court costs) actually and reasonably incurred by him in connection with any action, suit or proceeding whether civil, criminal, administrative, arbitrative or investigative, any appeal in such an action, suit or proceeding whether or not by or officers’ liability insurance providing protection no less favourable in the right aggregate than the protection provided by the policies maintained by MPX which are in effect immediately prior to the Effective Date and providing protection in respect of claims arising from facts or events which occurred on or prior to the Company to which Employee is or may be made a party or is Effective Date and iAnthus shall, or shall cause MPX to maintain such tail policies in effect without any reduction in scope or coverage for six years from the Effective Date; provided that iAnthus shall not be threatened required to be made a party by reason pay any amounts in respect of the fact that the Employee is an officer, employee or agent of the Company or is or was serving at the request of the Company as a director, officer, partner, venturer, proprietor, trustee, employee, agent or similar functionary of another corporation, partnership, joint venture, sole proprietorship, trust, nonprofit entity, employee benefit plan or other enterprise, such coverage prior to the fullest extent permitted by any applicable law, Effective Time and such indemnity shall inure to the benefit of the heirs, executors and administrators of the Employee. 10.2 The right to indemnification under this section 10 shall include the Employee's right to be paid by the Company the expenses incurred in defending any such proceeding in advance of its disposition; provided, however, that, if the applicable law requires, the payment of such expenses incurred by the Employee in advance of the final disposition of a proceeding shall be made only upon delivery to the Company of an undertaking, by or on behalf of the Employee, to repay all amounts so advanced if it shall ultimately be determined provided further that the Employee is not entitled to be indemnified under this section 9 or otherwise. 10.3 The Company shall purchase and maintin insurance coverage in an amount to be determined from time to time by the Board taking into account the nature and extent of the Company's activities and the cost of coveragesuch policies shall not exceed 250% of MPX’s current annual aggregate premium for policies currently maintained by MPX. It is understood and agreed that in the event such coverage cannot be obtained for such amount or less, but then MPX shall obtain the maximum amount of coverage as may be obtained for such amount. (b) iAnthus and MPX agree that all rights to indemnification or exculpation now existing in no event favour of current and former directors or officers of iAnthus and the iAnthus Subsidiaries and of MPX and the MPX Subsidiaries as provided in the articles, notice of articles and by-laws thereof, or in any agreement, shall survive the completion of the Arrangement and shall continue in full force and effect for a period of not less than six years from the Effective Date. (c) iAnthus shall, from and after the Effective Time, honour all rights to indemnification or exculpation now existing in favour of present and former employees, officers and directors of MPX and its Subsidiaries to the extent that maintained they are contained in MPX’s or the applicable MPX Subsidiary’s current articles and/or by-laws, which provisions shall not, except to the extent required by applicable Laws, be amended, repealed or otherwise modified for a period of six years from the Effective Date in any manner that would adversely affect any rights of indemnification of individuals who, immediately prior to the Effective Date, were employees, directors or officers of MPX or any of the MPX Subsidiaries. (d) If MPX or any of its Subsidiaries or any of their respective successors or assigns (i) consolidates with or merges into any other Person and is not a continuing or surviving corporation or entity of such consolidation or merger, or (ii) transfers all or substantially all of its properties and assets to any Person, iAnthus shall ensure that any such successor or assign (including, as applicable, any acquirer of substantially all of the properties and assets of MPX of the MPX Subsidiaries) assumes all of the obligations set forth in this Section 4.4. (e) iAnthus and MPX shall act as agent and trustee of the benefits of the foregoing for such directors and officers for the purpose of this Section 4.4 shall survive the execution and delivery of this Agreement and the completion of the Arrangement and shall be enforceable against iAnthus and MPX by the Company for any other director or executive officer of the Company, on behalf of the Employee both Persons described in his capacity as an officer, director Section 4.4(a) and employee of the Company and if be so serves at the request of the Company, as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterise, against any legally insurable liability asserted against the Employee and incurred by the Employee in any such capacity, or arising out of the Employee's status as suchSection 4.4(b) hereof.

Indemnification and Insurance. 10.1 The (a) Parent and ------------------------------ Acquisition Sub hereby agree that all rights to indemnification now existing in favor of the directors or officers of the Company and its Subsidiaries (the "Indemnified Parties") as currently provided in their respective certificates or articles of incorporation or organization and By-Laws or in any agreements, contracts or arrangements with the Company or any of its Subsidiaries in effect on the date hereof and previously furnished to Parent and to the extent not in violation of applicable state law, shall indemnify survive the Employee againstMerger and shall continue in full force and effect for a period of five years from the Effective Date; provided that, and hold him harmlessin the event any claim or claims are asserted or made -------- within such five year period, from all rights to indemnification in respect of any such claim or claims shall continue until the disposition of any and all judgmentssuch claims. Without limiting the foregoing, penalties (including excise to the extent currently provided in the certificates or articles of incorporation or organization and similar taxes)By-Laws of the Company and its Subsidiaries and Massachusetts law, finesor agreements, settlements and expenses (including attorney's fees and court costs) actually and reasonably incurred by him contracts or arrangements disclosed to Parent with the Company or any of the Subsidiaries, in the event that any Indemnified Party becomes involved in any capacity in any action, proceeding or investigation in connection with any actionmatter, suit including the transaction contemplated by this Agreement, occurring prior to, and including, the Effective Date, or proceeding whether civilotherwise relating to or arising out of such matters, criminalParent or the Surviving Corporation shall periodically advance to such Indemnified Party his or her legal and other expenses (including the costs of any investigation and preparation incurred in connection therewith). Parent shall use all reasonable efforts to maintain in effect, administrativeor shall cause the Surviving Corporation to use all reasonable efforts to maintain in effect, arbitrative for two years after the Effective Date, directors' and officers' liability insurance ("D&O Insurance") covering those persons covered by the Company's directors' and officers' liability insurance on the date of this Agreement or investigativethe Effective Date and which is substantially equivalent in terms of coverage and amount as the Company has in effect on the Effective Date so long as such insurance is available and the annual premium therefor would not be in excess of $166,000 (the "Maximum Premium"). If the existing D&O Insurance expires, any appeal is terminated or cancelled during such two-year period, Parent will use all reasonable efforts to cause to be obtained as much D&O Insurance as can be obtained for the remainder of such period for an annualized premium not in such an action, suit or proceeding whether or not by or in the right excess of the Company Maximum Premium, on terms and conditions no less advantageous than the existing D&O Insurance. (b) Any Indemnified Party wishing to which Employee claim indemnification hereunder, upon learning of any such Legal Action, shall promptly notify Parent and the Surviving Corporation with respect thereto, but the failure to so notify shall not relieve Parent or the Surviving Corporation of any liability it may have to such Indemnified Party hereunder except to the extent that Parent and the Surviving Corporation are materially prejudiced thereby. (c) Parent and the Surviving Corporation shall periodically, as requested, advance to such Indemnified Party his, her or its legal and other expenses (including the cost of investigation and preparation incurred in connection therewith) to the extent such Indemnified Party is or may be made indemnified pursuant to the terms of this Section 5.15, unless it is ultimately determined by a party or court of competent jurisdiction that such Indemnified Party is or not entitled to indemnification hereunder. (d) Parent and the Surviving Corporation shall be threatened subrogated to be made a party by reason of the fact that the Employee is an officer, employee or agent of the Company or is or was serving at the request of the Company as a director, officer, partner, venturer, proprietor, trustee, employee, agent or similar functionary of another corporation, partnership, joint venture, sole proprietorship, trust, nonprofit entity, employee benefit plan or other enterprise, any rights any Indemnified Party may have with respect to the fullest extent permitted by any applicable law, and such indemnity shall inure amounts paid to the benefit of the heirs, executors and administrators of the Employee. 10.2 The right to indemnification under this section 10 shall include the Employee's right to be paid by the Company the expenses incurred in defending any such proceeding in advance of its disposition; provided, however, that, if the applicable law requires, the payment of such expenses incurred by the Employee in advance of the final disposition of a proceeding shall be made only upon delivery to the Company of an undertaking, by or on behalf of the Employee, to repay all amounts so advanced if it shall ultimately be determined that the Employee is not entitled to be indemnified under this section 9 or otherwise. 10.3 The Company shall purchase and maintin insurance coverage in an amount to be determined from time to time such Indemnified Party by the Board taking into account the nature and extent of the Company's activities Parent and the cost of coverage, but in no event less than that maintained by the Company for any other director or executive officer of the Company, on behalf of the Employee both in his capacity as an officer, director and employee of the Company and if be so serves at the request of the Company, as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterise, against any legally insurable liability asserted against the Employee and incurred by the Employee in any such capacity, or arising out of the Employee's status as suchSurviving Corporation hereunder.

Indemnification and Insurance. 10.1 The (a) From and after the Effective Time, Acquiror and the Surviving Company agree that they shall indemnify the Employee against, and hold him harmless, from harmless each present and former director and officer of the Company and Acquiror and each of their respective Subsidiaries against any and all judgments, penalties costs or expenses (including excise and similar taxesreasonable attorneys’ fees), judgments, fines, settlements and expenses (including attorney's fees and court costs) actually and reasonably losses, claims, damages or liabilities incurred by him in connection with any actionAction, suit or proceeding whether civil, criminal, administrative, arbitrative administrative or investigative, any appeal in such an actionarising out of or pertaining to matters existing or occurring at or prior to the Effective Time, suit whether asserted or proceeding whether claimed prior to, at or not by or in after the right of the Company to which Employee is or may be made a party or is or shall be threatened to be made a party by reason of the fact that the Employee is an officer, employee or agent of the Company or is or was serving at the request of the Company as a director, officer, partner, venturer, proprietor, trustee, employee, agent or similar functionary of another corporation, partnership, joint venture, sole proprietorship, trust, nonprofit entity, employee benefit plan or other enterpriseEffective Time, to the fullest extent that the Company, Acquiror or their respective Subsidiaries, as the case may be, would have been permitted by any under applicable lawLaw and required under its respective certificate of incorporation, certificate of formation, bylaws, limited liability company agreement or other organizational documents in effect on the date hereof to indemnify such Person (including the advancing of expenses as incurred to the fullest extent permitted under applicable Law). Without limiting the foregoing, Acquiror shall, and such indemnity shall inure cause the Surviving Company and its Subsidiaries to, (i) maintain for a period of not less than six (6) years from the Effective Time provisions in its certificate of incorporation, certificate of formation, bylaws, limited liability company agreement and other organizational documents concerning the indemnification and exoneration (including provisions relating to the benefit expense advancement) of the heirs, executors Surviving Company’s and administrators its Subsidiaries’ current and former officers and directors that are no less favorable to those Persons than the provisions of the Employee. 10.2 The right to indemnification under this section 10 shall include the Employee's right to be paid by the Company the expenses incurred in defending any such proceeding in advance certificate of its disposition; providedincorporation, howevercertificate of formation, thatbylaws, if the applicable law requires, the payment of such expenses incurred by the Employee in advance of the final disposition of a proceeding shall be made only upon delivery to the Company of an undertaking, by or on behalf of the Employee, to repay all amounts so advanced if it shall ultimately be determined that the Employee is not entitled to be indemnified under this section 9 or otherwise. 10.3 The Company shall purchase limited liability company agreement and maintin insurance coverage in an amount to be determined from time to time by the Board taking into account the nature and extent of the Company's activities and the cost of coverage, but in no event less than that maintained by the Company for any other director or executive officer organizational documents of the Company, on behalf Acquiror or their respective Subsidiaries, as applicable, in each case, as of the Employee both date hereof and (ii) not amend, repeal or otherwise modify such provisions in his capacity any respect that would adversely affect the rights of those Persons thereunder, in each case, except as an officerrequired by Law. Acquiror shall assume, director and employee be liable for, and shall cause the Surviving Company and its Subsidiaries to honor, each of the covenants in this Section 7.02. (b) Acquiror or the Surviving Company shall purchase on the Closing Date and maintain in effect for a period of six (6) years after the Effective Time, without lapses in coverage, a six (6)-year “tail” policy covering those Persons who are currently covered by the Company’s or its Subsidiaries’ directors’ and officers’ liability insurance policies (true, correct and complete copies of which have been heretofore made available to Acquiror or its Representatives) as of the date hereof with respect to matters occurring on or prior to the Effective time (the “D&O Tail Insurance Policy”). The D&O Tail Insurance Policy shall contain terms (with respect to coverage and amount) that are substantially the same as (and no less favorable in the aggregate to the insured than) the current insurance coverage as of the date of this Agreement. (c) Notwithstanding anything contained in this Agreement to the contrary, this Section 7.02 shall survive the consummation of the Merger indefinitely and shall be binding, jointly and severally, on Acquiror and the Surviving Company and if all successors and assigns of Acquiror and the Surviving Company. In the event that Acquiror 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 properties and assets to any Person, then, and in each such case, Acquiror and the Surviving Company shall ensure that proper provision shall be made so serves at that the request successors and assigns of Acquiror or the Surviving Company, as a directorthe case may be, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterise, against any legally insurable liability asserted against shall succeed to the Employee and incurred by the Employee obligations set forth in any such capacity, or arising out of the Employee's status as suchthis Section 7.02.

Indemnification and Insurance. 10.1 (a) The Company shall indemnify the Employee againstSurviving Corporation shall, and hold him harmlessParent shall cause the Surviving Corporation to, assume the obligations with respect to all rights to indemnification and exculpation from any and all judgmentsliabilities, penalties (including excise and similar taxes)advancement of expenses, fines, settlements and expenses (including attorney's fees and court costs) actually and reasonably incurred by him for acts or omissions occurring at or prior to the Effective Time now existing in connection with any action, suit favor of the current or proceeding whether civil, criminal, administrative, arbitrative former directors or investigative, any appeal in such an action, suit or proceeding whether or not by or in the right officers of the Company to which Employee is as provided in the Company certificate of incorporation, the Company bylaws or may be made a party any indemnification contract between such directors or is or shall be threatened to be made a party by reason officers and the Company (in each case, as in effect on the date hereof), without further action, as of the fact that Effective Time and all such obligations shall survive the Employee is an officerMerger and shall continue in full force and effect in accordance with their terms. For a period of six (6) years from the Effective Time, employee Parent and the Surviving Corporation shall maintain in effect the exculpation, indemnification and advancement of expenses provisions of the Company’s and any Company Subsidiary’s certificates of incorporation and bylaws or agent similar organizational documents as in effect immediately prior to the Effective Time or in any indemnification agreements of the Company or is its Subsidiaries with any of their respective directors, officers or was serving employees as in effect immediately 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 individuals who at the Effective Time were current or former directors, officers or employees of the Company or any of its Subsidiaries; provided, however, that all rights to indemnification 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. From and after the Effective Time, Parent shall assume, guarantee and stand surety for, and shall cause the Surviving Corporation and its Subsidiaries to honor, in accordance with their respective terms, each of the covenants contained in this Section 5.9. (b) Each of Parent and the Surviving Corporation shall, to the fullest extent permitted under applicable Law, indemnify and hold harmless (and advance funds in respect of each of the foregoing) each current and former director, officer or employee of the Company or any of its Subsidiaries and each Person who served at the request of the Company as a director, officer, partnermember, venturer, proprietor, trustee, employee, agent trustee or similar functionary fiduciary of another corporation, partnership, joint venture, sole proprietorship, trust, nonprofit entity, pension or other employee benefit plan or other enterpriseenterprise (each, to the fullest extent permitted by any applicable law, and together with such indemnity shall inure to the benefit of the Person’s heirs, executors or administrators, an “Indemnified Party”) against any costs or expenses (including advancing reasonable attorneys’ fees and administrators of the Employee. 10.2 The right to indemnification under this section 10 shall include the Employee's right to be paid by the Company the expenses incurred in defending any such proceeding in advance of its disposition; provided, however, that, if the applicable law requires, the payment of such expenses incurred by the Employee in advance of the final disposition of a any claim, suit, proceeding shall be made only upon delivery or investigation to each Indemnified Party to the Company of fullest extent permitted by Law), judgments, fines, losses, claims, damages, liabilities and amounts paid in settlement (collectively, “Losses”) in connection with any actual or threatened claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative (an undertaking“Action”), by arising out of, relating to or on behalf of in connection with any matters, whether before or after the Employee, to repay all amounts so advanced if it shall ultimately be determined that the Employee is not entitled to be indemnified under this section 9 or otherwise. 10.3 The Company shall purchase and maintin insurance coverage Effective Time in an amount to be determined from time to time by the Board taking into account the nature and extent of the Company's activities and the cost of coverage, but in no event less than that maintained by the Company for any other connection with such Indemnified Party’s service as a director or executive officer of the Company, on behalf Company or any of the Employee both its Subsidiaries (including acts or omissions in his capacity connection with such Indemnified Party’s service as an officer, director and employee of the Company and director, member, trustee or other fiduciary in any other entity if be so serves such services was at the request of the Company of the Company); provided, that any Person to whom any funds are advanced pursuant to the foregoing must provide an undertaking to repay such advances if it is ultimately determined that such Person is not entitled to indemnification. In the event of any such Action, Parent and the Surviving Corporation shall cooperate with the Indemnified Party in the defense of any such Action. (c) Prior to the Effective Time, the Company shall or, if the Company is unable to, Parent shall cause the Surviving Corporation as of the Effective Time to, purchase a six-year prepaid “tail” policy, with terms, conditions, retentions and limits of liability that are no less favorable than the coverage provided under the Company’s and its Subsidiaries’ existing policies of directors’ and officers’ liability insurance and fiduciary liability insurance, with respect to matters arising on or before the Effective Time (including in connection with this Agreement and the transactions or actions contemplated by this Agreement), and Parent shall cause such policy to be maintained in full force and effect, for its full term, and cause all obligations thereunder to be honored by the Surviving Corporation, and no other party shall have any further obligation to purchase or pay for insurance hereunder; provided, however, that the Company shall not pay in excess of 250% of the last annual premium paid by the Company prior to the date hereof in respect of such “tail” policy. If the Company or the Surviving Corporation for any reason fail to obtain such “tail” insurance policies as of the Effective Time, Parent shall, for a period of six (6) years from the Effective Time, cause the Surviving Corporation to maintain in effect the current policies of directors’ and officers’ liability insurance and fiduciary liability insurance maintained by the Company and its Subsidiaries with respect to matters arising on or before the Effective Time; provided, however, that after the Effective Time, Parent shall not be required to pay annual premiums in excess of 250% of the last annual premium paid by the Company prior to the date hereof in respect of the coverage required to be obtained pursuant hereto, but in such case shall purchase as much coverage as reasonably practicable for such amount. (d) The rights of each Indemnified Party hereunder shall be in addition to, and not in limitation of, any other rights such Indemnified Party may have under the certificates of incorporation or bylaws or other organization documents of the Company or any of its Subsidiaries or the Surviving Corporation, any other indemnification arrangement, the DGCL or otherwise. The provisions of this Section 5.9 shall survive the consummation of the Merger and expressly are intended to benefit, and are enforceable by, each of the Indemnified Parties. Parent and the Surviving Corporation shall promptly reimburse each Indemnified Party for any costs or expenses (including attorneys’ fees) incurred by any such Indemnified Party in enforcing the indemnification or other obligations of Parent or the Surviving Corporation in this Section 5.9 (including Section 5.9(b)) unless it is ultimately determined that such Person is not entitled to the benefit of such indemnification or other obligation. (e) In the event Parent, the Surviving Corporation or any of their respective successors or assigns (i) consolidates with or merges into any other Person and shall not be the continuing or surviving corporation or entity in such consolidation or merger or (ii) transfers all or substantially all of its properties and assets to any Person, then, and in either such case, proper provision shall be made so that the successors and assigns of Parent or the Surviving Corporation, as a directorthe case may be, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterise, against any legally insurable liability asserted against shall assume the Employee and incurred by the Employee obligations set forth in any such capacity, or arising out of the Employee's status as suchthis Section 5.9.

Indemnification and Insurance. 10.1 The Company shall (a) From and after the Effective Time, solely to the extent that any MLP Group Entity would be obligated to indemnify an Indemnified Person, Parent and the Employee against, Surviving Entity jointly and severally agree to (i) indemnify and hold him harmless, from harmless against any and all judgments, penalties cost or expenses (including excise and similar taxesattorneys’ fees), judgments, fines, settlements losses, claims, damages or liabilities and expenses (including attorney's fees and court costs) actually and reasonably incurred by him amounts paid in settlement in connection with any actionProceeding, suit or proceeding whether civiland provide advancement of expenses to, criminal, administrative, arbitrative or investigative, any appeal in such an action, suit or proceeding whether or not by or in the right of the Company to which Employee is or may be made a party or is or shall be threatened to be made a party by reason of the fact that the Employee is an officer, employee or agent of the Company or is or was serving at the request of the Company as a director, officer, partner, venturer, proprietor, trustee, employee, agent or similar functionary of another corporation, partnership, joint venture, sole proprietorship, trust, nonprofit entity, employee benefit plan or other enterprise, all Indemnified Persons to the fullest extent permitted by under applicable Law and (ii) honor the provisions regarding indemnification of officers, directors, managers and employees and advancement of expenses contained in the MLP Charter Documents or comparable governing documents of any applicable law, and such indemnity shall inure Subsidiary of MLP in effect immediately prior to the benefit Effective Time, irrespective of any subsequent amendment, modification or revocation thereof. (b) Prior to the Effective Time, the MLP Entities will purchase a “tail policy” with respect to acts or omissions occurring or alleged to have occurred prior to the Effective Time that were committed or alleged to have been committed by Indemnified Persons in their capacity as such and having coverage terms, benefits, levels of coverage (including limits, self-insured retentions and deductibles) and other terms and conditions which are in the aggregate not less advantageous to the Indemnified Persons as those in effect under the director and officer insurance policies of the MLP Group Entities on the date of this Agreement. (c) The rights of any Indemnified Person under this Section 6.9 will be in addition to any other rights such Indemnified Person may have under the MLP Charter Documents or the DRULPA. The provisions of this Section 6.9 will survive the Closing Date for a period of six years and are expressly intended to benefit each of the Indemnified Persons and their respective heirs, successors, assigns, executors and administrators of the Employee. 10.2 The right to indemnification under this section 10 shall include the Employee's right to be paid by the Company the expenses incurred in defending any such proceeding in advance of its dispositionadministrators; provided, however, thatthat in the event that any claim or claims for indemnification set forth in this Section 6.9 are asserted or made within such six-year period, if the applicable law requiresall rights to indemnification in respect of any such claim or claims will continue until disposition of all such claims. If Parent, the payment Surviving Entity or any of their respective successors or assigns (i) consolidates with or merges into any other Person or (ii) transfers or conveys all or substantially all of their businesses or assets to any other Person, then, in each such expenses incurred by case, to the Employee in advance of the final disposition of extent necessary, a proceeding proper provision shall be made only upon delivery to the Company of an undertaking, by or on behalf of the Employee, to repay all amounts so advanced if it shall ultimately be determined that the Employee is not entitled to be indemnified under this section 9 successors and assigns of Parent or otherwise. 10.3 The Company the Surviving Entity, as the case may be, shall purchase and maintin insurance coverage in an amount to be determined from time to time by assume the Board taking into account the nature and extent obligations of the Company's activities Parent and the cost of coverage, but Surviving Entity set forth in no event less than that maintained by the Company for any other director or executive officer of the Company, on behalf of the Employee both in his capacity as an officer, director and employee of the Company and if be so serves at the request of the Company, as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterise, against any legally insurable liability asserted against the Employee and incurred by the Employee in any such capacity, or arising out of the Employee's status as suchthis Section 6.9.

Indemnification and Insurance. 10.1 The Company (a) From and after the Effective Time, Xxxxx agrees that it shall indemnify the Employee against, and hold him harmlessharmless each present and former director, from manager and officer of the Company and Buyer and each of their respective Subsidiaries against any and all judgments, penalties costs or expenses (including excise and similar taxesreasonable attorneys’ fees), judgments, fines, settlements and expenses (including attorney's fees and court costs) actually and reasonably losses, claims, damages or liabilities incurred by him in connection with any actionAction, suit or proceeding whether civil, criminal, administrative, arbitrative administrative or investigative, any appeal in such an actionarising out of or pertaining to matters existing or occurring at or prior to the Effective Time, suit whether asserted or proceeding whether claimed prior to, at or not by or in after the right of the Company to which Employee is or may be made a party or is or shall be threatened to be made a party by reason of the fact that the Employee is an officer, employee or agent of the Company or is or was serving at the request of the Company as a director, officer, partner, venturer, proprietor, trustee, employee, agent or similar functionary of another corporation, partnership, joint venture, sole proprietorship, trust, nonprofit entity, employee benefit plan or other enterpriseEffective Time, to the fullest extent that the Company, Buyer or their respective Subsidiaries, as the case may be, would have been permitted by any under applicable law, Law and their respective Organizational Documents to indemnify such indemnity shall inure Person (including the advancing of expenses as incurred to the benefit fullest extent permitted under applicable Law). Without limiting the foregoing, Buyer shall cause the Surviving Corporation and each of its 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 exoneration (including provisions relating to expense advancement) of officers and directors that are no less favorable to those Persons than the provisions of such Organizational Documents as of the heirsdate of this Agreement and (ii) not amend, executors repeal or otherwise modify such provisions in any respect that would adversely affect the rights of those Persons thereunder, in each case, except as required by Law. (b) For a period of six years from the Effective Time, Buyer shall, or shall cause one or more of its Subsidiaries to, maintain in effect directors’ and administrators officers’ liability insurance covering those Persons who are currently covered by Buyer’s, the Company’s or any of their respective Subsidiaries’ directors’ and officers’ liability insurance policies (true, correct and complete copies of which have been heretofore made available to Buyer or its agents or representatives) on terms not less favorable than the terms of such current insurance coverage, except that in no event shall any Buyer Party be required to pay an annual premium for such insurance in excess of 300% of the Employeeaggregate annual premium payable by the Acquired Companies or Buyer, as applicable, for such insurance policy for the most recent year; provided that (i) Buyer 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 such current insurance coverage with respect to claims existing or occurring at or prior to the Effective Time and (ii) if any claim is asserted or made within such six-year period, any insurance required to be maintained under this Section 8.02 shall be continued in respect of such claim until the final disposition thereof. 10.2 The right to indemnification (c) Buyer and the Company hereby acknowledge (on behalf of themselves and their respective Subsidiaries) that the indemnified Persons under this section 10 shall include Section 8.02 may have certain rights to indemnification, advancement of expenses or insurance provided by current stockholders, members, or other Affiliates of such stockholders or members (“Indemnitee Affiliates”) separate from the Employee's right indemnification obligations of Buyer, the Company and their respective Subsidiaries hereunder. The Parties hereby agree (i) that Buyer, the Company and each of their respective Subsidiaries are the indemnitors of first resort (i.e., their obligations to be paid the indemnified Persons under this Section 8.02 are primary and any obligation of any Indemnitee Affiliate to advance expenses or to provide indemnification for the same expenses or liabilities incurred by the Company the expenses incurred in defending any such proceeding in advance of its disposition; providedindemnified Persons under this Section 8.02 are secondary), however, that, if the applicable law requires(ii) that Buyer, the payment Company and their respective Subsidiaries shall be required to advance the full amount of such expenses incurred by the Employee indemnified Persons under this Section 8.02 and shall be liable for the full amount of all expenses, judgments, penalties, fines and amounts paid in advance settlement to the extent legally permitted and required by Buyer’s, the Company’s and their respective Subsidiaries’ Organizational Documents or any director or officer indemnification agreements, without regard to any rights the indemnified Persons under this Section 8.02 may have against any Indemnitee Affiliate, and (iii) that the Parties (on behalf of themselves and their respective Subsidiaries) irrevocably waive, relinquish and release the Indemnitee Affiliates from any and all claims against the Indemnitee Affiliates for contribution, subrogation or any other recovery of any kind in respect thereof. (d) Notwithstanding anything contained in this Agreement to the contrary, this Section 8.02 shall survive the consummation of the final disposition Merger indefinitely and shall be binding, jointly and severally, on Buyer and the Surviving Corporation and all successors and assigns of a proceeding Buyer and the Surviving Corporation. In the event that Buyer or the Surviving Corporation 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 only upon delivery so that the successors and assigns of Buyer or the Surviving Corporation, as the case may be, shall succeed to the Company of an undertaking, by or on behalf of the Employee, to repay all amounts so advanced if it shall ultimately be determined that the Employee is not entitled to be indemnified under obligations set forth in this section 9 or otherwiseSection 8.02. 10.3 The Company shall purchase and maintin insurance coverage in an amount to be determined from time to time by the Board taking into account the nature and extent of the Company's activities and the cost of coverage, but in no event less than that maintained by the Company for any other director or executive officer of the Company, on behalf of the Employee both in his capacity as an officer, director and employee of the Company and if be so serves at the request of the Company, as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterise, against any legally insurable liability asserted against the Employee and incurred by the Employee in any such capacity, or arising out of the Employee's status as such.

Indemnification and Insurance. 10.1 The (a) From and after the Merger Effective Time, CayCo and the Company agree that they shall indemnify the Employee against, and hold him harmless, from harmless each present and former director and officer of the SPAC and each of its Subsidiaries (the “SPAC Indemnified Parties”) against any and all judgments, penalties costs or expenses (including excise and similar taxesreasonable attorneys’ fees), judgments, fines, settlements and expenses (including attorney's fees and court costs) actually and reasonably losses, claims, damages or liabilities incurred by him in connection with any actionLegal Proceeding, suit or proceeding whether civil, criminal, administrative, arbitrative administrative or investigative, any appeal in such an actionarising out of or pertaining to matters existing or occurring at or prior to the Merger Effective Time, suit whether asserted or proceeding whether claimed prior to, at or not by or in after the right of the Company to which Employee is or may be made a party or is or shall be threatened to be made a party by reason of the fact that the Employee is an officer, employee or agent of the Company or is or was serving at the request of the Company as a director, officer, partner, venturer, proprietor, trustee, employee, agent or similar functionary of another corporation, partnership, joint venture, sole proprietorship, trust, nonprofit entity, employee benefit plan or other enterpriseMerger Effective Time, to the fullest extent that SPAC or its Subsidiaries, as the case may be, would have been permitted by any under applicable lawLaw and their respective certificate of incorporation, certificate of formation, bylaws, limited liability company agreement or other organizational documents in effect on the date of this Agreement to indemnify such SPAC Indemnified Parties (including the advancing of expenses as incurred to the fullest extent permitted under applicable Law). Without limiting the foregoing, CayCo and the Company shall, and such indemnity shall inure cause its Subsidiaries (as applicable) to (i) maintain for a period of not less than six (6) years from the benefit Merger Effective Time provisions in its Governing Documents concerning the indemnification and exoneration (including provisions relating to expense advancement) of SPAC’s and its Subsidiaries’ former and current officers, directors, employees, and agents that are no less favorable to those Persons than the provisions of the heirs, executors and administrators Governing Documents of the EmployeeCayCo or its Subsidiaries, as applicable, in each case, as of the date of this Agreement, and (ii) not amend, repeal or otherwise modify such provisions in any respect that would adversely affect the rights of those Persons thereunder, in each case, except as required by Law. CayCo shall assume, and be liable for, each of the covenants in this Section 7.14. 10.2 The right (b) For a period of six (6) years from the Merger Effective Time, CayCo shall maintain in effect directors’ and officers’ liability insurance (the “D&O Tail”) covering those Persons who are currently covered by SPAC’s or its Subsidiaries’ directors’ and officers’ liability insurance policies (true, correct and complete copies of which have been heretofore made available to indemnification under this section 10 shall include SPAC or its agents or representatives) on terms not less favorable than the Employee's right to be paid by the Company the expenses incurred in defending any terms of such proceeding in advance of its dispositioncurrent insurance coverage; provided, however, that, if that (i) SPAC may cause coverage to be extended under the applicable law requires, current directors’ and officers’ liability insurance by obtaining a six (6) year “tail” policy containing terms not materially less favorable than the payment terms of such expenses incurred by current insurance coverage with respect to claims existing or occurring at or prior to the Employee Merger Effective Time, and (ii) if any claim is asserted or made within such six (6)-year period, any insurance required to be maintained under this Section 7.14 shall be continued in advance respect of such claim until the final disposition thereof. The cost of the D&O Tail shall be borne by the Company. (c) The rights of the SPAC Indemnified Parties hereunder shall be in addition to, and not in limitation of, any other rights such person may have under CayCo’s Governing Documents, any other indemnification arrangement, applicable Law or otherwise. The obligations of CayCo and the Company under this Section 7.14 shall not be terminated or modified in such a proceeding manner as to adversely affect any SPAC Indemnified Parties without the consent of such SPAC Indemnified Parties. The provisions of this Section 7.14 shall survive the Closing indefinitely and expressly are intended to benefit, and are enforceable by, each of the SPAC Indemnified Parties, each of whom is an intended third-party beneficiary of this Section 7.14. (d) Notwithstanding anything contained in this Agreement to the contrary, this Section 7.14 shall survive the consummation of the Merger indefinitely and shall be binding, jointly and severally, on CayCo and the Company and all successors and assigns of CayCo and the Company. In the event that CayCo or the Company or any of their 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, CayCo and the Company shall ensure that proper provision shall be made only upon delivery so that the successors and assigns of CayCo and the Company shall succeed to the Company of an undertaking, by or on behalf of the Employee, to repay all amounts so advanced if it shall ultimately be determined that the Employee is not entitled to be indemnified under obligations set forth in this section 9 or otherwiseSection 7.14. 10.3 The Company (e) On the Closing Date, CayCo shall purchase and maintin insurance coverage in an amount enter into customary indemnification agreements reasonably satisfactory to be determined from time to time by the Board taking into account the nature and extent of the Company's activities and the cost of coverage, but in no event less than that maintained by the Company for any other director or executive officer of the Company, on behalf of the Employee both in his capacity as an officer, director and employee each of the Company and if SPAC with the post-Closing directors and officers of CayCo, which indemnification agreements shall continue to be so serves at effective following the request of the Company, as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterise, against any legally insurable liability asserted against the Employee and incurred by the Employee in any such capacity, or arising out of the Employee's status as suchClosing.

Indemnification and Insurance. 10.1 The Company shall indemnify Parent and Sub agree that all rights to exculpation and indemnification for acts or omissions occurring prior to the Employee againstEffective Time now existing in favor of the current or former directors, and hold him harmlessofficers, from any and all judgments, penalties (including excise and similar taxes), fines, settlements and expenses (including attorney's fees and court costs) actually and reasonably incurred by him in connection with any action, suit employees or proceeding whether civil, criminal, administrative, arbitrative or investigative, any appeal in such an action, suit or proceeding whether or not by or in the right agents of the Company to which Employee is (the "Indemnified Parties") as provided in its certificate of incorporation or may be made a party bylaws or is or in any agreement shall be threatened to be made a party assumed by reason Parent at the Effective Time and shall survive the Merger and shall continue in full force and effect as direct obligations of both the Surviving Corporation and Parent in accordance with their terms. Without limiting the generality of the fact that foregoing, the Employee is an officer, employee or agent Certificate of Incorporation and Bylaws of the Company Surviving Corporation will contain provisions with respect to exculpation and indemnification that are at least as favorable to the Indemnified Parties as those contained in the Certificate of Incorporation and Bylaws as in effect on the date hereof, which provisions will not be amended, repealed or is otherwise modified for a period of six years from the Effective Time in any manner that would adversely affect the rights thereunder of any Indemnified Party or was serving at of individuals who, immediately prior to the request Effective Time, were employees or agents of the Company as Company, unless such modification is required by law. In addition, for a directorperiod of six years after the Effective Time, officer, partner, venturer, proprietor, trustee, employee, agent or similar functionary of another corporation, partnership, joint venture, sole proprietorship, trust, nonprofit entity, employee benefit plan or other enterpriseParent will cause the Surviving Corporation to maintain in effect, to the fullest extent permitted available, directors' and officers' liability insurance covering those persons who are currently covered by any the Company's directors' and officers' liability insurance policy on terms equivalent in all material respects to those applicable law, and such indemnity shall inure to the benefit current directors and officers of the heirsCompany; PROVIDED, executors and administrators HOWEVER, that in no event will Parent be required to expend an annual premium for such coverage in excess of 200% of the Employee. 10.2 The right to indemnification under this section 10 shall include the Employee's right to be annual premium currently paid by the Company and PROVIDED, FURTHER, that if the expenses incurred annual premium payable for such insurance coverage exceeds such amount, Parent shall be obligated to obtain a policy with the greatest coverage available for an annual premium not exceeding such amount. The provisions of this Section 7.11 are (a) intended to be for the benefit of, and will be enforceable by, each of the Indemnified Parties and (b) in defending addition to, and not in substitution for, any other rights to indemnification or contribution that any such proceeding in advance of its disposition; provided, however, that, if the applicable law requires, the payment of such expenses incurred Indemnified Party may have by the Employee in advance of the final disposition of a proceeding shall be made only upon delivery to the Company of an undertaking, by or on behalf of the Employee, to repay all amounts so advanced if it shall ultimately be determined that the Employee is not entitled to be indemnified under this section 9 contract or otherwise. 10.3 The Company shall purchase and maintin insurance coverage in an amount to be determined from time to time by the Board taking into account the nature and extent of the Company's activities and the cost of coverage, but in no event less than that maintained by the Company for any other director or executive officer of the Company, on behalf of the Employee both in his capacity as an officer, director and employee of the Company and if be so serves at the request of the Company, as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterise, against any legally insurable liability asserted against the Employee and incurred by the Employee in any such capacity, or arising out of the Employee's status as such.

Indemnification and Insurance. 10.1 (a) The Company shall indemnify indemnification obligations set forth in Target's Restated Articles of Incorporation and By-laws on the Employee against, and hold him harmless, from any and all judgments, penalties (including excise and similar taxes), fines, settlements and expenses (including attorney's fees and court costs) actually and reasonably incurred by him in connection with any action, suit or proceeding whether civil, criminal, administrative, arbitrative or investigative, any appeal in such an action, suit or proceeding whether or not by or in the right date of the Company to which Employee is or may be made a party or is or this Agreement shall be threatened to be made a party by reason of the fact that the Employee is an officer, employee or agent of the Company or is or was serving at the request of the Company as a director, officer, partner, venturer, proprietor, trustee, employee, agent or similar functionary of another corporation, partnership, joint venture, sole proprietorship, trust, nonprofit entity, employee benefit plan or other enterpriseduplicated, to the fullest extent permitted by permissible under the NRS, in the Surviving Corporation's Articles of Incorporation and By-laws and shall not be amended, repealed or otherwise modified for a period of six years after the Effective Time in any applicable law, and such indemnity shall inure manner that would adversely affect the rights thereunder of individuals who on or prior to the benefit Effective Time were directors, officers, employees or agents of Target (the "INDEMNIFIED PARTIES"). (b) For six years from the Effective Time, the Surviving Corporation shall, unless Acq Corp agrees in writing to guarantee the indemnification obligations set forth in Section 7.06(a), either (x) maintain in effect Target's current directors' and officers' liability insurance covering those Persons who are covered on the date of this Agreement by Target's directors' and officers' liability insurance policy (a copy of which has been made available to Acq Corp) or (y) procure directors' and officers' liability insurance to cover those Persons who are covered on the date of this Agreement by Target's directors' and officers' liability insurance policy with respect to those matters covered by Target's directors' and officers' liability policy; PROVIDED that in no event shall the Surviving Corporation be required to expend to maintain or procure insurance coverage pursuant to this Section 7.06(b) an amount per annum in excess of 125% of the heirscurrent annual premiums for the directors' and officers' liability insurance policy approved by Target's Board of Directors on January 22, executors and administrators of 1998 (the Employee. 10.2 The right to indemnification under this section 10 shall include the Employee's right to be paid by the Company the expenses incurred in defending any such proceeding in advance of its disposition; provided, however, that"MAXIMUM PREMIUM") and, if the applicable law requirescost of such coverage exceeds the Maximum Premium, the payment maximum amount of coverage that shall be required to be purchased or maintained shall be such expenses incurred by amount that may be purchased or maintained for the Employee in advance Maximum Premium. (c) Section 7.06 shall survive the consummation of the final disposition of a proceeding Merger at the Effective Time, is intended to benefit Target, Acq Corp, the Surviving Corporation and the Indemnified Parties, and shall be made only upon delivery to the Company binding on all successors and assigns of an undertaking, by or on behalf of the Employee, to repay all amounts so advanced if it shall ultimately be determined that the Employee is not entitled to be indemnified under this section 9 or otherwise. 10.3 The Company shall purchase and maintin insurance coverage in an amount to be determined from time to time by the Board taking into account the nature and extent of the Company's activities Acq Corp and the cost of coverage, but in no event less than that maintained by the Company for any other director or executive officer of the Company, on behalf of the Employee both in his capacity as an officer, director and employee of the Company and if be so serves at the request of the Company, as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterise, against any legally insurable liability asserted against the Employee and incurred by the Employee in any such capacity, or arising out of the Employee's status as suchSurviving Corporation.

Indemnification and Insurance. 10.1 8.5.1. The Company shall indemnify the Employee against, and hold him harmless, from any and all judgments, penalties (including excise and similar taxes), fines, settlements and expenses (including attorney's fees and court costs) actually and reasonably incurred by him in connection with any action, suit or proceeding whether civil, criminal, administrative, arbitrative or investigative, any appeal in such an action, suit or proceeding whether or not by or indemnification provisions set forth in the right Organizational Documents of the Company to which Employee is Acquiror Companies shall not be amended, modified or may be made otherwise repealed for a party or is or shall be threatened to be made a party by reason period of six years from the Closing Date in any manner that would adversely affect the rights thereunder as of the fact that Closing Date of individuals who at or prior to the Employee is an officerClosing Date were directors, employee officers, employees or agent agents of the Company or Acquiror Companies, unless such modification is or was serving at required after the request of Closing Date by Law and then only to the Company as a director, officer, partner, venturer, proprietor, trustee, employee, agent or similar functionary of another corporation, partnership, joint venture, sole proprietorship, trust, nonprofit entity, employee benefit plan or other enterpriseminimum extent required by such Law. 8.5.2. The Acquiror shall, to the fullest extent permitted under applicable Law or its Organizational Documents, indemnify and hold harmless, each present and former director, officer or employee of the Acquiror or any Acquiror Subsidiary (collectively, the "Indemnified Parties") against any costs or expenses (including attorneys' fees), judgments, fines, losses, claims, damages, liabilities and amounts paid in settlement in connection with any Proceeding (x) arising out of or pertaining to the transactions contemplated by this Agreement or (y) otherwise with respect to any acts or omissions occurring at or prior to the Closing Date, to the maximum extent permitted by Delaware law for a period of six years after the Closing Date. In the event of any such Proceeding (whether arising before or after the Closing Date), (i) any counsel retained by the Indemnified Parties for any period after the Closing Date shall be reasonably satisfactory to the Acquiror, (ii) after the Closing Date, the Acquiror shall pay the reasonable fees and expenses of such counsel, promptly after statements therefor are received, provided that the Indemnified Parties shall be required to reimburse the Acquiror for such payments in the circumstances and to the extent required by the Acquiror's Organizational Documents, any applicable lawcontract or agreement or applicable Law, and such indemnity (iii) the Acquiror shall inure to cooperate in the benefit defense of the heirs, executors and administrators of the Employee. 10.2 The right to indemnification under this section 10 shall include the Employee's right to be paid by the Company the expenses incurred in defending any such proceeding in advance of its dispositionmatter; provided, however, that the Acquiror shall not be liable for any settlement effected without its written consent (which consent shall not be unreasonably withheld); and provided, further, that, if in the event that any claim or claims for indemnification are asserted or made within such six-year period, all rights to indemnification in respect of any such claim or claims shall continue until the disposition of any and all such claims. The Indemnified Parties as a group may retain only one law firm to represent them in each applicable jurisdiction with respect to any single action unless there is, under applicable standards of professional conduct, a conflict on any significant issue between the positions of any two or more Indemnified Parties, in which case each Indemnified Party with respect to whom such a conflict exists (or group of such Indemnified Parties who among them have no such conflict) may retain one separate law requiresfirm in each applicable jurisdiction. 8.5.3. The Acquiror shall honor and fulfill in all respects its obligations pursuant to any indemnification agreements and employment agreements (the parties under such agreements being referred to as the "Covered Persons") with the Acquiror's directors and officers existing at or before the Closing Date. 8.5.4. In addition, the payment Acquiror, on a best efforts basis, shall provide, for a period of such expenses incurred not less than six years after the Closing Date, the Acquiror's current directors and officers with an insurance and indemnification policy that provides sufficient coverage, as determined in good faith by a majority of those Persons who were directors of Acquiror on the date of this Agreement, for events occurring at or prior to the Closing Date (the "D&O Insurance"). 8.5.5. This Section 8.5 shall survive the consummation of the transactions contemplated by this Agreement at the Closing Date, is intended to benefit the Indemnified Parties and the Covered Persons, shall be binding on all successors and assigns of the Acquiror and shall be enforceable by the Employee in advance of the final disposition of a proceeding shall be made only upon delivery to the Company of an undertaking, by or on behalf of the Employee, to repay all amounts so advanced if it shall ultimately be determined that the Employee is not entitled to be indemnified under this section 9 or otherwise. 10.3 The Company shall purchase and maintin insurance coverage in an amount to be determined from time to time by the Board taking into account the nature and extent of the Company's activities Indemnified Parties and the cost of coverage, but in no event less than that maintained by the Company for any other director or executive officer of the Company, on behalf of the Employee both in his capacity as an officer, director and employee of the Company and if be so serves at the request of the Company, as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterise, against any legally insurable liability asserted against the Employee and incurred by the Employee in any such capacity, or arising out of the Employee's status as suchCovered Persons.

Indemnification and Insurance. 10.1 The Company shall indemnify the Employee against, (a) Parent and hold him harmless, from any and Merger Sub agree that all judgments, penalties (including excise and similar taxes), fines, settlements and expenses (including attorney's fees and court costs) actually and reasonably incurred rights to indemnification by him in connection with any action, suit or proceeding whether civil, criminal, administrative, arbitrative or investigative, any appeal in such an action, suit or proceeding whether or not by or in the right of the Company now existing in favor of each Person who is now, or has been at any time prior to which Employee is the date hereof or may be made a party who becomes prior to the Effective Time an officer or is or shall be threatened to be made a party by reason of the fact that the Employee is an officer, employee or agent director of the Company or is the Company Subsidiary (each an “Indemnified Party”) as provided in the Company Charter Documents, in each case as in effect on the date hereof, or was serving pursuant to any other agreements in effect on the date hereof, accurate and complete copies of which have been provided to Parent, shall be assumed by the Surviving Corporation in the Merger, without further action, at the request of Effective Time and shall survive the Company as a director, officer, partner, venturer, proprietor, trustee, employee, agent or similar functionary of another corporation, partnership, joint venture, sole proprietorship, trust, nonprofit entity, employee benefit plan or other enterpriseMerger and shall remain in full force and effect in accordance with their terms. (b) For six years after the Effective Time, to the fullest full extent permitted under applicable Law (with the parties agreeing that any limitations on a corporation’s ability to indemnify a director or officer under the DGCL shall be applicable to the indemnification provided for under this Section 7.9(b) notwithstanding that such limitations may not otherwise be applicable), Parent and the Surviving Corporation (the “Indemnifying Parties”) shall indemnify, defend and hold harmless each Indemnified Party against all losses, claims, damages, liabilities, fees, expenses, Judgments and fines arising in whole or in part out of actions or omissions in their capacity as such occurring at or prior to the Effective Time (including in respect of this Agreement), and shall reimburse each Indemnified Party for any legal or other expenses reasonably incurred by such Indemnified Party in connection with investigating or defending any such losses, claims, damages, liabilities, fees, expenses, Judgments and fines as such expenses are incurred (and advance reasonable legal or other expenses incurred by any applicable lawIndemnified Party in connection with matters for which such Indemnified Party is eligible to be indemnified pursuant to this Section 7.9(b) within 15 days after receipt by Parent of a written request for such advance, and such indemnity shall inure subject to the benefit execution by such Indemnified Party of appropriate undertakings to repay such advanced costs and expenses if it is ultimately determined that such Indemnified Party is not entitled to indemnification); provided that if, at any time prior to the sixth anniversary of the heirsEffective Time, executors and administrators of the Employee. 10.2 The right any Indemnified Party delivers to Parent a written notice asserting in good faith a claim for indemnification under this section 10 Section 7.9(b), then the claim asserted in such notice shall include survive the Employee's right sixth anniversary of the Effective Time until such time as such claim is fully and finally resolved; provided further that nothing herein shall impair any rights to indemnification of any Indemnified Party referred to in Section 7.9(a). (c) Parent shall cause the Surviving Corporation to maintain the Company’s officers’ and directors’ liability insurance policies (accurate and complete copies of which have been previously provided to Parent) in effect on the date hereof (the “D&O Insurance”) for a period of not less than six years after the Effective Time, but only to the extent related to actions or omissions prior to the Effective Time; provided that the Surviving Corporation may substitute therefor policies of at least the same coverage and amounts containing terms no less advantageous to such former directors or officers so long as such substitution does not result in gaps or lapses of coverage with respect to matters occurring prior to the Effective Time; provided further that in no event shall Parent or the Surviving Corporation be required to pay annual premiums of more than an amount equal to 250 % of the current annual premiums paid by the Company the expenses incurred for such insurance, which amount is set forth in defending any such proceeding in advance of its disposition; provided, however, that, if the applicable law requires, the payment of such expenses incurred by the Employee in advance of the final disposition of a proceeding shall be made only upon delivery to the Company of an undertaking, by or on behalf of the Employee, to repay all amounts so advanced if it shall ultimately be determined that the Employee is not entitled to be indemnified under this section 9 or otherwise. 10.3 The Company shall purchase and maintin insurance coverage in an amount to be determined from time to time by the Board taking into account the nature and extent of the Company's activities and the cost of coverage, but in no event less than that maintained by the Company for any other director or executive officer of the Company, on behalf of the Employee both in his capacity as an officer, director and employee Section 7.9(c) of the Company and Disclosure Letter (the “Maximum Amount”), to maintain or procure insurance coverage pursuant hereto; provided further that if be so serves at the request amount of the annual premiums necessary to maintain or procure such insurance coverage exceeds the Maximum Amount, Parent and the Surviving Corporation shall procure and maintain for such six-year period as much coverage as reasonably practicable for the Maximum Amount. Parent shall have the option to cause coverage to be extended under the Company’s D&O Insurance by obtaining a six-year “tail” policy or policies on terms and conditions no less advantageous than the Company’s existing D&O Insurance, subject to the limitations set forth in the provisos above in this Section 7.9(c), and such “tail” policy or policies shall satisfy the provisions of this Section 7.9(c). (d) The obligations of Parent and the Surviving Corporation under this Section 7.9 shall survive the Offer Closing and the consummation of the Merger and shall not be terminated or modified in such a manner as a directorto adversely affect any Indemnified Party to whom this Section 7.9 applies without the consent of such affected Indemnified Party (it being expressly agreed that the Indemnified Parties to whom this Section 7.9 applies shall be third party beneficiaries of this Section 7.9, officer, employee each of whom may enforce the provisions of this Section 7.9). (e) In the event that the Surviving Corporation or agent any of another corporation, partnership, joint venture, trust its successors or assigns (i) consolidates with or merges into any other enterise, against 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 legally insurable liability asserted against the Employee and incurred by the Employee in any such capacityPerson, or arising out if Parent dissolves the Surviving Corporation, then, and in each such case, Parent shall cause proper provision to be made so that the successors and assigns of the Employee's status as suchSurviving Corporation assume the obligations set forth in this Section 7.9.

Indemnification and Insurance. 10.1 The Company shall indemnify the Employee against(a) Parent and Merger Sub agree that all rights to exculpation, indemnification and hold him harmless, from any and all judgments, penalties (including excise and similar taxes), fines, settlements and advancement of expenses (including attorney's fees and court costs) actually and reasonably incurred by him now existing in connection with any action, suit or proceeding whether civil, criminal, administrative, arbitrative or investigative, any appeal in such an action, suit or proceeding whether or not by or in the right favor of the Company to which Employee is current or former directors, officers or employees, as the case may be made a party or is or shall be threatened to be made a party by reason of the fact that the Employee is an officerbe, employee or agent of the Company or is its Subsidiaries as provided in their respective certificate of incorporation or was serving at the request of the Company as a director, officer, partner, venturer, proprietor, trustee, employee, agent or similar functionary of another corporation, partnership, joint venture, sole proprietorship, trust, nonprofit entity, employee benefit plan bylaws or other enterpriseorganization documents or in any agreement shall survive the Merger and shall continue in full force and effect. For a period of six (6) years after the Effective Time, Parent shall, to the fullest extent permitted by any applicable lawLaw, cause the Surviving Corporation to honor all the exculpation, indemnification and such indemnity shall inure advancement of expenses provisions of the Company’s and each of its Subsidiaries’ certificates of incorporation and bylaws or similar organization documents in effect immediately prior to the benefit Effective Time, or in any indemnification agreements of the Company or its Subsidiaries with any of their respective directors and officers in existence as of the date of this Agreement and set forth in Section 4.13 of the Company Disclosure Schedule and for acts or omissions by such directors and officers occurring prior to the Effective Time. (b) From and after the Effective Time, each of Parent and the Surviving Corporation shall, to the fullest extent permitted under applicable Law and, without limiting the foregoing, as required pursuant to any indemnity agreements of the Company or any Subsidiary of the Company set forth in Section 4.13 of the Company Disclosure Schedule, indemnify and hold harmless each current director or officer of the Company or any of its Subsidiaries (each, together with such person’s heirs, executors or administrators, an “Indemnified Party”) against any costs or expenses (including advancing reasonable attorneys’ fees and administrators of the Employee. 10.2 The right to indemnification under this section 10 shall include the Employee's right to be paid by the Company the expenses incurred in defending any such proceeding in advance of its disposition; provided, however, that, if the applicable law requires, the payment of such expenses incurred by the Employee in advance of the final disposition of a any claim, suit, proceeding shall be made only upon delivery or investigation to each Indemnified Party to the Company fullest extent permitted by Law), judgments, fines, losses, claims, settlements, damages or liabilities incurred in connection with any actual or threatened claim, arbitration, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative (an “Action”), arising out of an undertaking, by or on behalf pertaining to such Indemnified Party’s service as a director or officer of the Employee, to repay all amounts so advanced if it shall ultimately be determined that the Employee is not entitled to be indemnified under this section 9 Company or otherwise. 10.3 The Company shall purchase and maintin insurance coverage in an amount to be determined from time to time by the Board taking into account the nature and extent any of the Company's activities and the cost of coverage, but in no event less than that maintained ’s Subsidiaries or services performed by the Company for any other director or executive officer of the Company, on behalf of the Employee both in his capacity as an officer, director and employee of the Company and if be so serves such person at the request of the Company or any of the Company’s Subsidiaries, including (i) any and all matters pending, existing or occurring at or prior to the Effective Time, whether asserted or claimed prior to, at or after the Effective Time, and (ii) any claim arising from the transactions contemplated herein, and any actions taken by Parent and/or Merger Sub with respect thereto (including any disposition of assets of the Surviving Corporation or any of its Subsidiaries which is alleged to have rendered the Surviving Corporation and/or any of its Subsidiaries insolvent). Without limiting the foregoing, the Surviving Corporation shall also advance costs and expenses (including attorneys’ fees) as incurred by any Indemnified Party as soon as reasonably practicable after receipt by Parent of a written request for such advance to the fullest extent permitted under applicable Law; provided that the person to whom expenses are advanced provides an undertaking in customary form, consistent with the practices of the Company prior to the Effective Time, to repay such advances if it is ultimately determined that such person is not entitled to indemnification (it being understood and agreed that the Surviving Corporation shall not require the posting of any bond or any other security for such undertaking). In the event of any such Action, Parent and the Surviving Corporation shall cooperate with the Indemnified Party in the defense of any such Action. Notwithstanding the foregoing, Parent shall not be required to indemnify any Indemnified Party for Actions resulting from fraud or from conduct that results in criminal conviction of such Indemnified Party. Neither Parent nor the Surviving Corporation shall settle any litigation or other suit, action or proceeding to which an Indemnified Party is a party on terms obligating it to breach its obligations under this Section 4.13. (c) Prior to the Effective Time, Parent shall cause the Surviving Corporation, effective as of the Effective Time, to obtain and fully pay the premium for the extension of (i) the directors’ and officers’ liability coverage of the Company’s existing directors’ and officers’ insurance policies, and (ii) the Company’s existing fiduciary liability insurance policies, in each case for a claims reporting or discovery period commencing with the Effective Time and continuing for at least six (6) years from and after the Effective Time with respect to any claim related to any period or time at or prior to the Effective Time from an insurance carrier with the same or better credit rating as the Company’s current insurance carrier 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 no less advantageous than the coverage provided under the Company’s existing policies with respect to any actual or alleged error, misstatement, misleading statement, act, omission, neglect, breach of duty or any matter claimed against a director or officer of the Company or any of its Subsidiaries by reason of him or her serving in such capacity that existed or occurred at or prior to the Effective Time (including in connection with this Agreement or the transactions or actions contemplated hereby). If the Company and the Surviving Corporation for any reason fail to obtain such “tail” insurance policies as of the Effective Time (or, with respect to the fiduciary liability insurance portion of the D&O Insurance only, at the option of Parent in lieu of the obligations set forth in the previous sentence), the Surviving Corporation shall, and Parent shall cause the Surviving Corporation to, continue to maintain in effect for a period of at least six (6) years from and after the Effective Time the D&O Insurance in place as of the date of this Agreement with terms, conditions, retentions and limits of liability that are no less advantageous than the coverage provided under the Company’s existing policies as of the date of this Agreement, or the Surviving Corporation shall, and Parent shall cause the Surviving Corporation to, use reasonable best efforts to purchase comparable D&O Insurance for such six-year period with terms, conditions, retentions and limits of liability that are at least as favorable as provided in the Company’s existing policies as of the date of this Agreement; provided, however, that in no event shall Parent or the Surviving Corporation be required to expend for such policies pursuant to this sentence an annual premium amount in excess of 200% of the annual premiums currently paid by the Company for such insurance; and provided, further, that if the annual premiums of such insurance coverage exceed such amount, the Surviving Corporation shall obtain a policy with the greatest coverage available for a cost not exceeding such amount. (d) The obligations under this Section 4.13 shall not be terminated, amended or otherwise modified in such a manner as to adversely affect any Indemnified Party (or any other person who is a beneficiary under the policies referred to in Section 4.13 hereof (and their heirs and representatives)) (collectively, “Indemnified Persons”) without the prior written consent of such affected Indemnified Person. Each of the Indemnified Persons is intended to be a third party beneficiary of this Section 4.13, with full rights of enforcement as if a party thereto. The rights of each Indemnified Person hereunder shall be in addition to, and not in limitation of, any other rights such Indemnified Person may have under the certificate of incorporation or bylaws or other organization documents of the Company or any of its Subsidiaries or the Surviving Corporation, any other indemnification arrangement, the DGCL or otherwise. The provisions of this Section 4.13 shall survive the consummation of the Merger and expressly are intended to benefit, and are enforceable by, each of the Indemnified Persons. (e) In the event Parent, the Surviving Corporation or any of their respective successors or assigns (i) consolidates with or merges into any other person and shall not be the continuing or surviving corporation or entity in such consolidation or merger or (ii) transfers all or substantially all of its properties and assets to any person, then, and in either such case, proper provision shall be made so that the successors and assigns of Parent or the Surviving Corporation, as a directorthe case may be, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterise, against any legally insurable liability asserted against shall assume the Employee and incurred by the Employee obligations set forth in any such capacity, or arising out of the Employee's status as suchthis Section 4.13.

Indemnification and Insurance. 10.1 The Company Parent shall indemnify cause the Employee againstSurviving Corporation, and hold him harmlessthe Surviving Corporation hereby agrees, to do the following: (a) honor all rights to indemnification and exculpation from liabilities for acts or omissions occurring at or prior to the Effective Time and rights to advancement of expenses relating thereto now existing in favor of any and all judgmentsPerson who is or prior to the Effective Time becomes, penalties or has been at any time prior to the date of this Agreement, a present or former director, manager or officer (including excise and similar taxes), fines, settlements and expenses (including attorney's fees and court costsor as a fiduciary with respect to an employee benefit plan) actually and reasonably incurred by him in connection with any action, suit or proceeding whether civil, criminal, administrative, arbitrative or investigativeof the Company, any appeal in such of its Subsidiaries or any of their respective predecessors (each, an action, suit or proceeding whether or not by or “Indemnified Person”) as provided in the right Amended and Restated Certificate of Incorporation of the Company to which Employee is or may be made a party or is or shall be threatened to be made a party by reason Company, the Amended and Restated Bylaws of the fact that Company, the Employee is an officer, employee or agent organizational documents of any Subsidiary of the Company or is any indemnification agreement or was serving at the request other agreement containing any indemnification provisions set forth on Section 7.03 of the Company Disclosure Letter (so long as a director, officer, partner, venturer, proprietor, trustee, employee, agent or similar functionary the Company has provided Parent with copies of another corporation, partnership, joint venture, sole proprietorship, trust, nonprofit entity, employee benefit plan such indemnification agreement or other enterprise, agreement containing any indemnification provisions at least two (2) Business Days prior to the fullest extent permitted by date hereof). Such obligations shall survive the Merger and shall not be amended, repealed or otherwise modified in any applicable lawmanner that would adversely affect any right to indemnification, and exculpation or advancement of expenses thereunder of any such indemnity shall inure Indemnified Person. (b) Prior to the benefit Effective Time, the Company shall, or if the Company is unable to, Parent shall cause the Surviving Corporation as of the heirsEffective Time to, executors obtain and administrators fully pay the premium for the non-cancellable extension of the Employee. 10.2 The right directors’ and officers’ liability coverage of the Company’s existing directors’ and officers’ insurance policies and the Company’s existing fiduciary liability insurance policies, in each case for a claims reporting or discovery period of at least six (6) years from and after the Effective Time with respect to indemnification any claim related to any period of time at or prior to the Effective Time (including claims with respect to the adoption of this Agreement and the consummation of the Transactions) with terms, conditions, retentions and limits of liability that are no less favorable in any material respect than the coverage provided under this section 10 shall include the Employee's right to be paid by the Company the expenses incurred in defending any such proceeding in advance of its dispositionCompany’s existing policies; provided, howeverthat the Company shall give Parent a reasonable opportunity to participate in the selection of such “tail” insurance policy and the Company shall give good faith consideration to any comments made by Parent with respect thereto; and provided, thatfurther, that the premium payable for such “tail” insurance policy shall not exceed 300% of the amount per annum the Company paid in its last full fiscal year and if the applicable law requirescost for such “tail” insurance policy exceeds such maximum amount, then the payment Company or the Surviving Corporation shall obtain a policy with the greatest coverage available for a cost not exceeding such maximum amount. (c) If Parent or the Surviving Corporation (i) consolidates with or merges into any other Person and shall not be the continuing or surviving corporation or entity of such expenses incurred by the Employee consolidation or merger, or (ii) transfers or conveys all or substantially all of its property and assets to any Person, then, and in advance of the final disposition of a proceeding each such case, proper provision shall be made only upon delivery to the Company of an undertaking, by or on behalf of the Employee, to repay all amounts so advanced if it shall ultimately be determined that the Employee is not entitled to be indemnified applicable successor, assign or transferee shall assume the obligations set forth in this Section 7.03 (including this Section 7.03(c)). (d) The rights of each Indemnified Person under this section 9 or otherwise. 10.3 The Company Section 7.03 shall purchase be in addition to any rights such Person may have under the governing and maintin insurance coverage in an amount to be determined from time to time by the Board taking into account the nature and extent of the Company's activities and the cost of coverage, but in no event less than that maintained by the Company for any other director or executive officer of the Company, on behalf of the Employee both in his capacity as an officer, director and employee organizational documents of the Company and if be so serves at or any of its Subsidiaries, under Delaware Law or any other Law, under any agreement of any Indemnified Person with the request Company or any of its Subsidiaries or otherwise. These rights shall survive consummation of the CompanyMerger and are intended to benefit, and shall be enforceable by, each Indemnified Person. The obligations of Parent and the Surviving Corporation under this Section 7.03 shall not be terminated or modified in such a manner as a director, officer, employee or agent to adversely affect the rights of another corporation, partnership, joint venture, trust or other enterise, against any legally insurable liability asserted against Indemnified Person without the Employee and incurred by the Employee in any consent of such capacity, or arising out of the Employee's status as suchIndemnified Person.

Indemnification and Insurance. 10.1 The Company shall indemnify the Employee against, (a) Parent and hold him harmless, from any and Merger Sub agree that all judgments, penalties (including excise and similar taxes), fines, settlements and expenses (including attorney's fees and court costs) actually and reasonably incurred rights to indemnification by him in connection with any action, suit or proceeding whether civil, criminal, administrative, arbitrative or investigative, any appeal in such an action, suit or proceeding whether or not by or in the right of the Company now existing in favor of each person who is now, or has been at any time prior to which Employee is the date hereof or may be made a party who becomes prior to the Effective Time an officer or is or shall be threatened to be made a party by reason of the fact that the Employee is an officer, employee or agent director of the Company or is any Company Subsidiary or was serving at the request an employee of the Company or any Company Subsidiary or who acts as a directorfiduciary under any of the Company Employee Benefit Plans (each an “Indemnified Party”) as provided in the Company’s articles of incorporation or bylaws, officerin each case as in effect on the date of this Agreement, partneror pursuant to any other agreements in effect on the date hereof, venturercopies of which have been provided to Parent, proprietor, trustee, employee, agent or similar functionary of another corporation, partnership, joint venture, sole proprietorship, trust, nonprofit entity, employee benefit plan or other enterprise, including provisions relating to the fullest extent permitted by advancement of expenses incurred in the defense of any applicable lawaction or suit, shall survive the Merger and shall remain in full force and effect. From and after the Effective Time, Parent and the Surviving Corporation shall be jointly and severally liable to pay and perform in a timely manner such indemnity indemnification obligations. (b) Parent shall inure cause the Surviving Corporation to maintain the Company’s officers’ and directors’ liability insurance policies, in effect on the date of this Agreement (the “D&O Insurance”), for a period of not less than six years after the Effective Time, but only to the benefit extent related to actions or omissions prior to the Effective Time; provided, that (i) the Surviving Corporation may substitute therefor policies of at least the same coverage and amounts containing terms no less advantageous to such former directors or officers and (ii) such substitution shall not result in gaps or lapses of coverage with respect to matters occurring prior to the Effective Time; provided, further, that in no event shall Parent or the Surviving Corporation be required to expend more than an amount per year equal to 300% of the heirs, executors and administrators of the Employee. 10.2 The right to indemnification under this section 10 shall include the Employee's right annual premiums to be paid by the Company for such insurance as set forth in Section 6.11 of the expenses incurred in defending any such proceeding in advance of its dispositionCompany Disclosure Letter (the “Maximum Amount”) to maintain or procure insurance coverage pursuant hereto; provided, howeverfurther, that, that if the applicable law requiresamount of the annual premiums necessary to maintain or procure such insurance coverage exceeds the Maximum Amount, Parent and the payment Surviving Corporation shall procure and maintain for such six-year period as much coverage as reasonably practicable for the Maximum Amount. Parent shall have the right to cause coverage to be extended under the Company’s D&O Insurance by obtaining a six-year “tail” policy on terms and conditions no less advantageous than the Company’s existing D&O Insurance, and such “tail” policy shall satisfy the provisions of this Section 6.11(b). (c) The obligations of Parent and the Surviving Corporation under this Section 6.11 shall survive the consummation of the Merger and shall not be terminated or modified in such a manner as to adversely affect any Indemnified Party to whom this Section 6.11 applies without the consent of such expenses incurred by affected Indemnified Party (it being expressly agreed that the Employee Indemnified Parties to whom this Section 6.11 applies shall be third party beneficiaries of this Section 6.11, each of whom may enforce the provisions of this Section 6.11). (d) If Parent or the Surviving Corporation or any of their respective successors or assigns (i) consolidates with or merges into any other Person and shall not be the continuing or surviving entity of such consolidation or merger or (ii) transfers all or substantially all of its properties and assets to any Person, then, and in advance of the final disposition of a proceeding each such case, proper provision shall be made only upon delivery to the Company of an undertaking, by or on behalf of the Employee, to repay all amounts so advanced if it shall ultimately be determined that the Employee is not entitled to be indemnified under this section 9 successors and assigns of Parent or otherwise. 10.3 The Company shall purchase and maintin insurance coverage in an amount to be determined from time to time by the Board taking into account the nature and extent of the Company's activities and the cost of coverage, but in no event less than that maintained by the Company for any other director or executive officer of the Company, on behalf of the Employee both in his capacity as an officer, director and employee of the Company and if be so serves at the request of the CompanySurviving Corporation, as a directorthe case may, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterise, against any legally insurable liability asserted against be shall assume the Employee and incurred by the Employee obligations set forth in any such capacity, or arising out of the Employee's status as suchthis Section 6.11.

Indemnification and Insurance. 10.1 The Company shall indemnify (a) Following the Employee againstClosing, Newco agrees that all rights to exculpation, advancement of expenses, and hold him harmless, from any and all judgments, penalties indemnification with respect to acts or omissions occurring at or prior to Closing (including excise and similar taxes), fines, settlements and expenses (including attorney's fees and court costs) actually and reasonably incurred by him any matters arising in connection with the transactions contemplated hereby), whether asserted or claimed prior to, at or after the Closing, existing in favor of the current or former directors and officers of NBCU or the other NBCU Entities (collectively, the “D&O Indemnitees”) by virtue of any actionprovision of the articles of incorporation, suit by-laws or proceeding whether civilcomparable organizational documents of NBCU, criminalthe other NBCU Entities or any indemnification or other agreement shall survive the consummation of the transactions contemplated hereby and shall continue in full force and effect following the Closing. Following the Closing, administrativeNewco shall (a) maintain in effect (A) the current provisions regarding exculpation, arbitrative or investigativeadvancement of expenses, any appeal in such an action, suit or proceeding whether or not by or and indemnification of officers and directors contained in the right articles of incorporation, by-laws or other comparable organizational documents of the Company to which Employee is or may be made a party or is or shall be threatened to be made a party by reason NBCU Entities and (B) any indemnification agreements of the fact that the Employee is an officerNBCU Entities with any of their respective directors, employee or agent officers and employees existing as of the Company date hereof, and (b) indemnify the D&O Indemnitees with respect to acts or is omissions occurring at or was serving prior to Closing (including any matters arising in connection with the transactions contemplated hereby), whether asserted or charmed prior to, at or after the request of the Company as a director, officer, partner, venturer, proprietor, trustee, employee, agent or similar functionary of another corporation, partnership, joint venture, sole proprietorship, trust, nonprofit entity, employee benefit plan or other enterpriseClosing, to the fullest extent permitted by any applicable lawLaw. (b) For a period of three (3) years from and after the Closing Date, Newco shall maintain a Side A Only Directors’ and such indemnity Officers’ Liability Policy with a coverage limit of $125 million in the aggregate covering acts or omissions occurring prior to the Closing Date to the extent relating to the NBCU Businesses. (c) The D&O Indemnitees to whom this Section 6.18 applies shall inure be third party beneficiaries of this Section 6.18. The provisions of this Section 6.18 are intended to be for the benefit of each D&O Indemnitee and his or her heirs. Following the heirsClosing, executors the obligations of Comcast and administrators Newco under this Section 6.18 shall not be terminated or modified in such a manner as to adversely affect any D&O Indemnitee to whom this Section 6.18 applies without the consent of the Employeeeach such affected D&O Indemnitee. 10.2 The right to indemnification under this section 10 shall include the Employee's right to be paid by the Company the expenses incurred in defending (d) If Newco or any such proceeding in advance of its disposition; provided, however, that, if successors or assigns (i) consolidates with or merges into any other Person and shall not be the applicable law requires, the payment continuing or surviving corporation or entity of such expenses incurred by the Employee consolidation or merger or (ii) transfers or conveys all or substantially all of its properties and assets to any Person, then, and in advance of the final disposition of a proceeding each such case, proper provision shall be made only upon delivery to the Company of an undertaking, by or on behalf of the Employee, to repay all amounts so advanced if it shall ultimately be determined that the Employee is not entitled to be indemnified under this section 9 or otherwise. 10.3 The Company shall purchase successors and maintin insurance coverage in an amount to be determined from time to time by the Board taking into account the nature and extent assigns of the Company's activities and the cost of coverage, but in no event less than that maintained by the Company for any other director or executive officer of the Company, on behalf of the Employee both in his capacity as an officer, director and employee of the Company and if be so serves at the request of the CompanyNewco, as a directorthe case may be, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterise, against any legally insurable liability asserted against shall assume the Employee and incurred by the Employee obligations set forth in any such capacity, or arising out of the Employee's status as suchthis Section 6.18.

Indemnification and Insurance. 10.1 (a) The Company Surviving Corporation shall honor all of Wendy’s and its Subsidiaries’ obligations to indemnify (including any obligations to advance funds for expenses) the Employee againstcurrent and former directors and officers of Wendy’s and any of its Subsidiaries, and hold him harmlessany other employees who have executed individual indemnity agreements as set forth on Section 5.9(a) of the Wendy’s Disclosure Schedule (an “Indemnified Party”) for acts or omissions by such Indemnified Parties occurring prior to the Effective Time, to the extent that such obligations of Wendy’s and such Subsidiaries, exist on the date of this Agreement, whether pursuant to the Wendy’s Articles, the Wendy’s Regulations, individual indemnity agreements or otherwise, and such obligations shall survive the Merger, and shall continue in full force and effect in accordance with the terms of such Wendy’s Articles, Wendy’s Regulations and individual indemnity agreements from the Effective Time, until the expiration of the applicable statute of limitations with respect to any claims against such Indemnified Parties arising out of such acts or omissions. The articles of incorporation and all judgmentsregulations of the Surviving Corporation shall contain provisions no less favorable with respect to indemnification, penalties (including excise advancement of expenses and similar taxes), fines, settlements exculpation of former and expenses (including attorney's fees present officers and court costs) actually and reasonably incurred by him in connection with any action, suit or proceeding whether civil, criminal, administrative, arbitrative or investigative, any appeal in such an action, suit or proceeding whether or not by or directors than are set forth in the right Wendy’s Articles and the Wendy’s Regulations, as of the Company to date of this Agreement, which Employee is provisions shall not be amended, repealed or may be made otherwise modified for a party or is or shall be threatened to be made a party by reason period of six years from the fact Effective Time, in any manner that would adversely affect the Employee is an officer, employee or agent rights thereunder of any such individuals. (b) From and after the Company or is or was serving at the request of the Company as a director, officer, partner, venturer, proprietor, trustee, employee, agent or similar functionary of another corporation, partnership, joint venture, sole proprietorship, trust, nonprofit entity, employee benefit plan or other enterpriseEffective Time, to the fullest extent permitted by any applicable law, Triarc shall, and such indemnity shall inure cause the Surviving Corporation to indemnify, defend and hold harmless the Indemnified Parties against all losses, claims, damages, liabilities, fees and expenses (including attorneys’ fees and disbursements and fees and disbursements of experts and witnesses), judgments, fines and amounts paid in settlement (in the case of settlements, with the approval of the indemnifying party (which approval shall not be unreasonably withheld or delayed)) (collectively, “Losses”), as incurred (payable monthly upon written request which request shall include reasonable evidence of the Losses set forth therein) to the benefit extent arising from, relating to, or otherwise in respect of, any actual or threatened action, suit, proceeding or investigation (an “Action”), in respect of actions or omissions occurring at or prior to the heirsEffective Time, executors in connection with such Indemnified Party’s duties as an officer, director or employee of Wendy’s or any of its respective Subsidiaries, including with respect to this Agreement, the Merger and administrators the other transactions contemplated by this Agreement. In the event of any such Action, the EmployeeSurviving Corporation shall cooperate with the Indemnified Party in the defense of any such Action. 10.2 The right to indemnification under this section 10 shall include the Employee's right (c) Wendy’s may obtain (but only with Triarc’s prior written consent, such consent not to be paid by unreasonably withheld, conditioned or delayed), at or prior to the Company Effective Time, prepaid (so-called “tail”) directors’ and officers’ liability insurance policies in respect of acts or omissions occurring at or prior to the expenses incurred Effective Time for six years from the Effective Time covering each Indemnified Party on terms with respect to such coverage and amounts not materially less favorable, taken as a whole to any Indemnified Party, than those of such policies in defending any such proceeding in advance effect on the date of its dispositionthis Agreement; provided, however, that, if without the applicable law requiresprior written consent of the other party, such party may not expend for any twelve (12) month period therefor in excess of 250% of the amount paid by Wendy’s for coverage for the period of twelve (12) months beginning on September 30, 2007. If Wendy’s does not obtain “tail” insurance as contemplated by the immediately preceding sentence, then, for a period of six (6) years from the Effective Time the Surviving Corporation shall cause to be maintained in effect the current policies of directors’ and officers’ liability insurance and fiduciary liability insurance maintained by Wendy’s and its Subsidiaries with respect to matters arising on or before the Effective Time; provided, however, that the Surviving Corporation may substitute therefor policies of a reputable and financially sound insurance company containing terms with respect to coverage and amounts not materially less favorable, taken as a whole, than those of such policies in effect on the date of this Agreement; provided, further, that after the Effective Time the Surviving Corporation shall not be required to pay annual premiums in excess of 250% of the last annual premium paid by Wendy’s and/or Triarc prior to the date of this Agreement in respect of the coverages required to be obtained pursuant hereto, but in such case shall purchase as much coverage as is reasonably practicable for such amount. (d) Each of Triarc and Wendy’s shall pay all reasonable expenses, including reasonable attorneys’ fees and fees and disbursements of experts and witnesses, that may be incurred by any Indemnified Party in enforcing the indemnity and other obligations provided in this Section 5.9. (e) The rights of each Indemnified Party hereunder shall be in addition to, and not in limitation of, any other rights such Indemnified Party may have under the articles of incorporation or code of regulations or other organization documents of Wendy’s, Triarc or any of their Subsidiaries or the Surviving Corporation, or any other indemnification arrangement, the payment DGCL, the OGCL or otherwise. The provisions of such expenses incurred by this Section 5.9 shall survive the Employee in advance consummation of the final disposition Merger and expressly are intended to benefit, and are enforceable by, each of a proceeding the Indemnified Parties. (f) If Triarc, the Surviving Corporation or any of their respective successors or assigns (i) consolidates with or merges into any other person and shall not be the continuing or surviving corporation or entity in such consolidation or merger or (ii) transfers all or substantially all of its properties and assets to any person, then, and in either such case, proper provision shall be made only upon delivery to the Company of an undertaking, by or on behalf of the Employee, to repay all amounts so advanced if it shall ultimately be determined that the Employee is not entitled to be indemnified under this section 9 successors and assigns of Triarc or otherwise. 10.3 The Company shall purchase and maintin insurance coverage in an amount to be determined from time to time by the Board taking into account the nature and extent of the Company's activities and the cost of coverage, but in no event less than that maintained by the Company for any other director or executive officer of the Company, on behalf of the Employee both in his capacity as an officer, director and employee of the Company and if be so serves at the request of the CompanySurviving Corporation, as a directorthe case may be, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterise, against any legally insurable liability asserted against shall assume the Employee and incurred by the Employee obligations set forth in any such capacity, or arising out of the Employee's status as suchthis Section 5.9.

Indemnification and Insurance. 10.1 The Company shall indemnify (a) Parent and Merger Sub agree that all rights to exculpation, indemnification and advancement of expenses for acts or omissions occurring at or prior to the Employee against, and hold him harmless, from any and all judgments, penalties Effective Time (including excise and similar taxes), fines, settlements and expenses (including attorney's fees and court costs) actually and reasonably incurred by him any matters arising in connection with any actionthe transactions contemplated hereby), suit whether asserted or proceeding whether civilclaimed prior to, criminalat or after the Effective Time, administrative, arbitrative or investigative, any appeal now existing in such an action, suit or proceeding whether or not by or in the right favor of the Company to which Employee is current or former directors, officers or employees (or their functional equivalent), as the case may be made a party or is or shall be threatened to be made a party by reason of the fact that the Employee is an officerbe, employee or agent of the Company or is its Subsidiaries as provided in their respective certificate of incorporation or was serving at bylaws or other organizational documents or in any agreement shall survive the request Mergers and shall continue in full force and effect. For a period of six years from the Effective Time, Parent and Surviving Corporation shall maintain in effect (to the fullest extent permitted under applicable Law) any and all exculpation, indemnification and advancement of expenses provisions of the Company’s and any of its Subsidiaries’ certificate of incorporation and bylaws or similar organizational documents in effect immediately prior to the Effective Time (to the extent and for so long as such entities remain in existence following the Effective Time) or in any indemnification agreements of the Company or its Subsidiaries with any of their respective current or former directors, officers or employees (or their functional equivalent) in effect immediately prior to the Effective Time, and shall not amend, repeal or otherwise modify any such provisions or the exculpation, indemnification or advancement of expenses provisions of the Surviving Corporation’s organizational documents in any manner that would adversely affect the rights thereunder of any individuals who immediately before the Effective Time were current or former directors, officers or employees (or their functional equivalent) of the Company or any of its Subsidiaries; provided, however, that all rights to indemnification and exculpation 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. (b) The Surviving Corporation shall, and Parent shall cause Surviving Corporation to, to the fullest extent permitted under applicable Law, indemnify and hold harmless (and advance funds in respect of each of the foregoing) each current and former director, officer or employee (or their functional equivalent) of the Company or any of its Subsidiaries and each person who served as a director, officer, partnermember, venturer, proprietor, trustee, employee, agent trustee or similar functionary fiduciary of another corporation, partnership, joint venture, sole proprietorship, trust, nonprofit entity, pension or other employee benefit plan or other enterprise, to enterprise if such service was at the fullest extent permitted by any applicable law, and such indemnity shall inure to request or for the benefit of the Company or any of its Subsidiaries (each, together with such person’s heirs, executors or administrators, an “Indemnified Party”), in each case against any costs or expenses (including advancing attorneys’ fees and administrators of the Employee. 10.2 The right to indemnification under this section 10 shall include the Employee's right to be paid by the Company the expenses incurred in defending any such proceeding in advance of its disposition; provided, however, that, if the applicable law requires, the payment of such expenses incurred by the Employee in advance of the final disposition of a any claim, suit, proceeding shall be made only upon delivery or investigation to each Indemnified Party to the fullest extent permitted by applicable Law; provided, however, that the Indemnified Party to whom expenses are advanced provides an undertaking consistent with the Company of an undertaking, by or on behalf of the Employee, Organizational Documents and applicable Law to repay all such amounts so advanced if it shall is ultimately be determined that the Employee such person is not entitled to indemnification), judgments, fines, losses, claims, damages, liabilities and amounts paid in settlement in connection with any actual or threatened written claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative (an “Action”), arising out of, relating to or in connection with any action or omission by them in their capacities as such occurring or alleged to have occurred whether commenced before, at or after the Effective Time (including any matters arising in connection with the transactions contemplated hereby and including acts or omissions in connection with such Indemnified Party serving as an officer, director, employee or other fiduciary of any entity if such service was at the request or for the benefit of the Company). In the event of any such Action, the First Step Surviving Corporation and Surviving Company shall reasonably cooperate with the Indemnified Party in the defense of any such Action. (c) For a period of six years from the Effective Time, Parent shall cause the Surviving Corporation to maintain in effect, and the Surviving Corporation shall maintain in effect, the coverage provided by the directors’ and officers’ liability insurance and fiduciary liability insurance maintained by or for the benefit of the Company and its Subsidiaries as of the Effective Time (the “D&O Insurance”) or provide substitute policies for the Company, its Subsidiaries and the persons who are covered by the D&O Insurance, in either case, with terms, conditions, retentions and limits of liability that are not less favorable than the D&O Insurance with respect to acts or omissions occurring or alleged to have occurred at or prior to the Effective Time, including the transactions contemplated hereby; provided, however, that Parent shall not be indemnified required to pay annual premiums in excess of 350% of the last aggregate annual premium paid by the Company for the D&O Insurance (the “Maximum Amount”); provided, further, that if such insurance is not available or the aggregate annual premium for such insurance exceeds the Maximum Amount, Parent shall cause the Surviving Corporation to obtain, and the Surviving Corporation shall obtain, the best coverage available for a cost not exceeding the Maximum Amount. In lieu thereof, at or prior to the Effective Time, (i) the Company may, in its sole discretion, or (ii) Parent may, in each case, at Parent’s cost, purchase directors’ and officers’ liability and fiduciary liability “tail” insurance with terms, conditions, retentions and limits of liability that are not less favorable than the D&O Insurance, and that is otherwise reasonably satisfactory to the Company, with respect to acts or omissions occurring or alleged to have occurred at or prior to the Effective Time, including the transactions contemplated hereby; provided that in no event shall the cost of such “tail” insurance, if purchased by the Company, exceed the Maximum Amount and, if such “tail” insurance is purchased, Parent shall have no further obligations under this section 9 Section 5.10(c). (d) Parent shall pay all reasonable expenses, including reasonable attorneys’ fees, that may be incurred by any Indemnified Party in enforcing the indemnity and other obligations provided in this Section 5.10. (e) The rights of each Indemnified Party shall be in addition to, and not in limitation of, any other applicable rights such Indemnified Party may have under the certificate of incorporation or bylaws or other organizational documents of the Company or any of its Subsidiaries or the Surviving Corporation, any other indemnification arrangement, the DGCL or otherwise. 10.3 (f) The Company obligations of Parent and the Surviving Corporation under this Section 5.10 shall purchase not be terminated, amended or modified in any manner so as to adversely affect any Indemnified Party (including their successors, heirs and maintin insurance coverage legal representatives) to whom this Section 5.10 applies without the consent of such Indemnified Party. It is expressly agreed that, notwithstanding any other provision of this Agreement that may be to the contrary, (i) the Indemnified Parties to whom this Section 5.10 applies shall be third-party beneficiaries of this Section 5.10 and (ii) this Section 5.10 shall survive consummation of the Merger and shall be enforceable by such Indemnified Parties and their respective successors, heirs and legal representatives against Parent, the Surviving Corporation and their respective successors and assigns. (g) In the event the Surviving Corporation or any of their successors or assigns (i) consolidates with or merges into any other person and is not the continuing or Surviving Corporation or entity of such consolidation or merger or (ii) transfers or conveys all or substantially all of its properties and assets to any person, then and in an amount each such case, the Surviving Corporation shall cause proper provision to be determined from time made so that the successors and assigns of the First Step Surviving Corporation assume, succeed to time and are bound by the Board taking into account the nature and extent of the Company's activities and the cost of coverage, but obligations set forth in no event less than that maintained by the Company for any other director or executive officer of the Company, on behalf of the Employee both in his capacity as an officer, director and employee of the Company and if be so serves at the request of the Company, as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterise, against any legally insurable liability asserted against the Employee and incurred by the Employee in any such capacity, or arising out of the Employee's status as suchthis Section 5.10.

Indemnification and Insurance. 10.1 The (a) From and after the Closing, the Company shall and the Second Merger Surviving Company will indemnify the Employee against, and hold him harmlessharmless each present and former director and officer of GX, from the Company and each of their respective Subsidiaries against any and all judgments, penalties costs or expenses (including excise and similar taxesreasonable attorneys’ fees), judgments, fines, settlements and expenses (including attorney's fees and court costs) actually and reasonably losses, claims, damages or liabilities incurred by him in connection with any actionAction, suit arising out of or proceeding pertaining to matters existing or occurring at or prior to the Closing, whether civilasserted or claimed prior to, criminal, administrative, arbitrative at or investigative, any appeal in such an action, suit or proceeding whether or not by or in after the right of the Company to which Employee is or may be made a party or is or shall be threatened to be made a party by reason of the fact that the Employee is an officer, employee or agent of the Company or is or was serving at the request of the Company as a director, officer, partner, venturer, proprietor, trustee, employee, agent or similar functionary of another corporation, partnership, joint venture, sole proprietorship, trust, nonprofit entity, employee benefit plan or other enterpriseClosing, to the fullest extent that the Company or GX, as the case may be, would have been required under applicable Law and their respective certificate of incorporation, bylaws or other organizational documents in effect on the date of this Agreement to indemnify such Person (including the advancing of expenses as incurred to the fullest extent permitted by any or required under applicable lawLaw). Without limiting the foregoing, the Company will, and such indemnity shall inure will cause the Second Merger Surviving Company and its other Subsidiaries to, (i) maintain for a period of not less than six years following the Closing provisions in its certificate of incorporation (if applicable), bylaws and other organizational documents concerning the indemnification and exculpation (including provisions relating to expense advancement) of officers and directors with respect to acts or omissions occurring prior to the benefit Closing that are no less favorable to those Persons than the provisions of such certificates of incorporation (if applicable), bylaws and other organizational documents as of the heirsdate of this Agreement and (ii) not amend, executors and administrators repeal or otherwise modify such provisions in any respect that would adversely affect the rights of the Employeethose Persons thereunder, in each case, except as required by Law. 10.2 The right to indemnification under this section 10 shall include (b) For a period of six years from the Employee's right to be paid by Closing, the Company the expenses incurred in defending any such proceeding in advance will, or will cause one or more of its dispositionSubsidiaries to, maintain in effect directors’ and officers’ liability insurance covering those Persons who are currently covered by GX’s, the Company’s or its Subsidiaries’ directors’ and officers’ liability insurance policies (true, correct and complete copies of which have been heretofore made available to the Company or its Representatives) on terms not less favorable than the terms of GX’s current insurance coverage; provided, however, that, if the applicable law requiresthat (i) GX will cause coverage to be extended under its current directors’ and officers’ liability insurance (covering those Persons who are currently covered by GX’s, the payment Company’s or its Subsidiaries’ directors’ and officers’ liability insurance policies) by obtaining a six-year “tail” policy containing terms not materially less favorable than the terms of such expenses incurred by the Employee in advance of the final disposition of a proceeding shall be made only upon delivery current GX insurance coverage with respect to claims existing or occurring at or prior to the Company of an undertakingClosing, by or on behalf of the Employee, to repay all amounts so advanced if it shall ultimately be determined that the Employee is not entitled to be indemnified under this section 9 or otherwise. 10.3 The Company shall purchase and maintin insurance coverage in an amount to be determined from time to time by the Board taking into account the nature and extent of the Company's activities and the cost of coveragesuch “tail” policy shall constitute a Cash Transaction Expense, but except that in no event less than that maintained by will GX, the Company or its Subsidiaries be required to pay a premium for any other director or executive officer such insurance in excess of 250% of the Companyaggregate premium currently payable by GX for such insurance policy (unless, on behalf prior to the Closing, the Parties identify a more cost effective policy which satisfies this covenant, in which case, the Parties may cause such coverage to be effectuated under such alternative policy instead), and (ii) if any claim is asserted or made within such six-year period, any insurance required to be maintained under this Section 5.14 will be continued in respect of such claim until the Employee both in his capacity as an officerfinal disposition thereof. (c) On the Closing Date, director and employee to the extent not already entered into, the Company shall enter into customary indemnification agreements reasonably satisfactory to each of the Company and if GX with the Closing Directors and Officers, which indemnification agreements shall continue to be effective following the Closing. (d) In the event that the Company or any of its successors or assigns consolidates with or merges into any other Person and is not the continuing or surviving company 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, the Company will ensure that proper provision will be made so serves at that the request successors and assigns of the Company, as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterise, against any legally insurable liability asserted against Company will succeed to the Employee and incurred by the Employee obligations set forth in any such capacity, or arising out of the Employee's status as suchthis Section 5.14.

Indemnification and Insurance. 10.1 The Company shall indemnify (a) Foilmark, Foilmark Sub and Holopak agree that all rights (legal and contractual) to indemnification and limitations on liability for acts or omissions occurring prior to the Employee againstEffective Time now existing in favor of the current or former directors, officers, employees, representatives and hold him harmlessagents, from any including persons who become directors or officers after the date hereof and all judgmentsprior to the Effective Time (the "Indemnified Parties") of Foilmark, penalties Holopak and their respective Subsidiaries as provided in their respective Certificates of Incorporation or Bylaws (including excise and or similar taxesorganizational documents), fines, settlements or any agreement for indemnification by Holopak and expenses (including attorney's fees Foilmark or any of their respective Subsidiaries of any Indemnified Person in effect on the date hereof and court costs) actually and reasonably incurred by him in connection with any action, suit or proceeding whether civil, criminal, administrative, arbitrative or investigative, any appeal in such an action, suit or proceeding whether or not by or in the right disclosed on Section 8.11 of the Company Holopak Disclosure Memorandum or Foilmark Disclosure Memorandum, as the case may be, shall survive the Merger and shall continue in full force and effect in accordance with their respective terms. (b) For six years from the Effective Time, Foilmark shall and shall cause the Surviving Corporation to, maintain in effect the policies of directors' and officers' liability insurance currently in effect for Holopak covering those persons who are currently covered by such policies (copies of which have been heretofore delivered to which Employee is or may be made a party or is or Foilmark) or, in lieu of maintaining such insurance, Foilmark shall be threatened cause coverage to be made a party by reason of the fact that the Employee is an officer, employee or agent of the Company or is or was serving at the request of the Company as a director, officer, partner, venturer, proprietor, trustee, employee, agent or similar functionary of another corporation, partnership, joint venture, sole proprietorship, trust, nonprofit entity, employee benefit plan or other enterprise, to the fullest extent permitted by provided under any applicable law, and such indemnity shall inure to policy maintained for the benefit of such persons otherwise obtained by Foilmark, so long as the heirs, executors and administrators terms thereof are no less advantageous to such persons than those of the Employee. 10.2 The right to indemnification under this section 10 shall include the Employee's right to be paid by the Company the expenses incurred in defending any such proceeding in advance of its dispositionpersons' current policy; provided, however, that, if the applicable law requires, the payment of such expenses incurred by the Employee in advance of the final disposition of a proceeding shall be made only upon delivery to the Company of an undertaking, by or on behalf of the Employee, to repay all amounts so advanced if it shall ultimately be determined that the Employee is not entitled to be indemnified under this section 9 or otherwise. 10.3 The Company shall purchase and maintin insurance coverage in an amount to be determined from time to time by the Board taking into account the nature and extent of the Company's activities and the cost of coverage, but in no event less than that maintained by the Company for shall Foilmark be required to expend in any other director or executive officer one year an amount in excess of 250% of the Companyannual premiums currently paid by Holopak for such insurance, on behalf which Holopak represents is $33,075; and, provided further, that if the annual premiums of such insurance coverage exceed such amount, Foilmark shall be obligated to obtain a policy with the greatest coverage available for a cost as least equal to such amount. Foilmark shall, and shall cause the Surviving Corporation to, advance all expenses to any Indemnified Person incurred by enforcing the indemnity or other obligations provided for in this Section. (c) This Section 8.11 shall survive the consummation of the Employee both in his capacity as an officer, director and employee of the Company and if be so serves Merger at the request Effective Time, is intended to benefit Foilmark, Foilmark Sub, Holopak and the Indemnified Parties, and shall be binding on all of the Company, as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterise, against any legally insurable liability asserted against the Employee their respective successors and incurred by the Employee in any such capacity, or arising out of the Employee's status as suchassigns.

Indemnification and Insurance. 10.1 The Company During the Employment Term and for a period of six years thereafter, the Employers shall indemnify cause the Employee against, Executive to be covered by and hold him harmless, from named as an insured under any policy or contract of insurance obtained by either of them to insure directors and all judgments, penalties (including excise and similar taxes), fines, settlements and expenses (including attorney's fees and court costs) actually and reasonably incurred by him officers against personal liability for acts or omissions in connection with service as a director or officer of Partner Trust or the Bank or any action, suit subsidiary or proceeding whether civil, criminal, administrative, arbitrative affiliate thereof or investigative, any appeal service in such an action, suit or proceeding whether or not by or in the right of the Company to which Employee is or may be made a party or is or shall be threatened to be made a party by reason of the fact that the Employee is an officer, employee or agent of the Company or is or was serving other capacities at the request of either of the Company Employers. The coverage provided to the Executive pursuant to this section shall be of the same scope and on the same terms and conditions as the coverage (if any) provided to other officers or directors of either of the Employers. To the maximum extent permitted under applicable law, during the Employment Term and for a directorperiod of six years thereafter, officerthe Employers shall indemnify the Executive against and hold him harmless from any costs, partnerliabilities, venturer, proprietor, trustee, employee, agent or similar functionary of another corporation, partnership, joint venture, sole proprietorship, trust, nonprofit entity, employee benefit plan or other enterprise, losses and exposures to the fullest extent permitted by and on the most favorable terms and conditions that similar indemnification is offered to any applicable law, and such indemnity shall inure to the benefit trustee or officer of the heirsBank or any subsidiary or affiliate thereof. Indemnification and Insurance coverage will not be provided by the Employer in the event of Executive’s voluntary termination (Section 3(b) of this Agreement) or for termination for Cause (Section 3(e) of this Agreement), executors except if such indemnification and administrators insurance coverage under the employment agreement between the Employers and Xxxx X. Xxxxxxxx provide a longer period of indemnification and insurance coverage if such employees were voluntarily terminated or were terminated for Cause, then the Employee. 10.2 The right Executive shall be entitled to an amount of time no less than the amount of time provided to Xxxx X. Xxxxxxxx with respect to indemnification under this section 10 shall include the Employee's right to be paid by the Company the expenses incurred in defending any such proceeding in advance of its disposition; provided, however, that, if the applicable law requires, the payment of such expenses incurred by the Employee in advance of the final disposition of a proceeding shall be made only upon delivery to the Company of an undertaking, by or on behalf of the Employee, to repay all amounts so advanced if it shall ultimately be determined that the Employee is not entitled to be indemnified under this section 9 or otherwise. 10.3 The Company shall purchase and maintin insurance coverage in an amount to be determined from time to time by the Board taking into account the nature and extent event of the Company's activities Executive’s voluntary termination (Section 3(b) of this Agreement) or a termination for Cause (Section 3(e) of this Agreement). Nothing contained herein shall limit or an any way impair the obligations to indemnify and maintain directors and officers’ liability insurance as set forth in the cost of coverage, but in no event less than that maintained by the Company for any other director or executive officer of the Company, on behalf of the Employee both in his capacity as an officer, director and employee of the Company and if be so serves at the request of the Company, as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterise, against any legally insurable liability asserted against the Employee and incurred by the Employee in any such capacity, or arising out of the Employee's status as suchMerger Agreement.

Indemnification and Insurance. 10.1 The Company shall indemnify (a) For six (6) years after the Employee againstAcquisition Merger Effective Time, Nanometrics Delaware shall, and hold him harmlessshall cause the Surviving Corporation and its Subsidiaries to, from honor and fulfill in all respects the obligations of the Company and its Subsidiaries under any and all judgments, penalties (including excise and similar taxes), fines, settlements and expenses (including attorney's fees and court costs) actually and reasonably incurred by him indemnification agreements in connection with any action, suit or proceeding whether civil, criminal, administrative, arbitrative or investigative, any appeal in such an action, suit or proceeding whether or not by or in effect immediately prior to the right of Acquisition Merger Effective Time between the Company to which Employee is or may be made any of its Subsidiaries and any of its current or former directors and officers and any person who becomes a party director or is or shall be threatened to be made a party by reason of the fact that the Employee is an officer, employee or agent officer of the Company or is any of its Subsidiaries prior to the Acquisition Merger Effective Time (the "Indemnified Parties"). In addition, for a period of six (6) years following the Acquisition Merger Effective Time, Parent shall (and shall cause the Surviving Corporation and its Subsidiaries to) cause the certificate or was serving articles of incorporation and bylaws (and other similar organizational documents) of the Surviving Corporation and its Subsidiaries to contain provisions with respect to indemnification and exculpation that are at least as favorable as the request indemnification and exculpation provisions contained in the certificate or articles of incorporation and bylaws (or other similar organizational documents) of the Company and its Subsidiaries immediately prior to the Acquisition Merger Effective Time, and during such six-year period, such provisions shall not be amended, repealed or otherwise modified in any respect, except as required by Law. (b) For a directorperiod of six (6) years after the Acquisition Merger Effective Time, officer, partner, venturer, proprietor, trustee, employee, agent Nanometrics Delaware and the Surviving Corporation shall cause to be maintained in effect the existing policy of the Company's directors' and officers' and fiduciary liability insurance (the "D&O Policy") covering claims arising from facts or similar functionary events that occurred at or prior to the Acquisition Merger Effective Time (including for acts or omissions occurring in connection with this Agreement and the consummation of another corporation, partnership, joint venture, sole proprietorship, trust, nonprofit entity, employee benefit plan or other enterprisethe transactions contemplated hereby, to the fullest extent permitted that such acts or omissions are covered by any applicable law, the D&O Policy) and such indemnity shall inure to the benefit covering each Indemnified Party who is covered as of the heirs, executors and administrators of the Employee. 10.2 The right to indemnification under this section 10 shall include the Employee's right to be paid Acquisition Merger Effective Time by the Company D&O Policy on terms with respect to coverage and amounts that are no less favorable than those terms in effect on the expenses incurred in defending any such proceeding in advance of its dispositiondate hereof; provided, however, thatthat in no event shall Nanometrics Delaware or the Surviving Corporation be required to expend in any one year an amount in excess of 200% of the current annual premium paid by the Company (which annual premium is set forth on Schedule 6.11(b) of the Company Disclosure Schedule) for such insurance (such 200% amount, the "Maximum Annual Premium"); and provided, further, that if the applicable law requires, the payment annual premiums of such expenses incurred insurance coverage exceed such amount, Nanometrics Delaware and the Surviving Corporation shall be obligated to obtain a policy with the greatest coverage available for a cost not exceeding the Maximum Annual Premium. Notwithstanding anything in this Section 7.10 to the contrary, Parent may fulfill its (and Surviving Corporation's) obligations under this Section 7.10(b) by purchasing a D&O Policy or a "tail" policy under the Company's existing D&O Policy, in either case which (i) has an effective term of six (6) years from the Acquisition Merger Effective Time, (ii) covers only those persons who are currently covered by the Employee Company's directors' and officers' insurance policy in advance effect as of the final disposition date hereof and only for actions and omissions occurring on or prior to the Acquisition Merger Effective Time, (iii) contains terms with respect to coverage and amounts that are no less favorable than those terms in the Company's D&O Policy on the date hereof. (c) The obligations under this Section 7.10 shall not be terminated, amended or otherwise modified in such a manner as to adversely affect any Indemnified Party (or any other person who is a beneficiary under the D&O Policy or the "tail" policy referred to in paragraph (b) above (and their heirs and representatives)) without the prior written consent of such affected Indemnified Party or other person who is a proceeding beneficiary under the D&O Policy or the "tail" policy referred to in paragraph (b) above (and their heirs and representatives). Each of the Indemnified Parties or other persons who are beneficiaries under the D&O Policy or the "tail" policy referred to in paragraph (b) above (and their heirs and representatives) are intended to be third party beneficiaries of this Section 7.10, with full rights of enforcement as if a party thereto. The rights of the Indemnified Parties (and other persons who are beneficiaries under the D&O Policy or the "tail" policy referred to in paragraph (b) above (and their heirs and representatives)) under this Section 7.10 shall be in addition to, and not in substitution for, any other rights that such persons may have under the certificate or articles of incorporation, bylaws or other equivalent organizational documents, any and all indemnification agreements of or entered into by the Company or any of its Subsidiaries, or applicable Law (whether at Law or in equity). (d) In the event that Nanometrics Delaware, Surviving Corporation or any of their Subsidiaries (or any of their respective successors or assigns) shall consolidate or merge with any other person and shall not be the continuing or surviving corporation or entity in such consolidation or merger, or transfers at least 50% of its properties and assets to any other person, then in each case proper provision shall be made only upon delivery to the Company of an undertaking, by or on behalf of the Employee, to repay all amounts so advanced if it shall ultimately be determined that the Employee is not entitled continuing or surviving corporation or entity (or its successors or assigns, if applicable), or transferee of such assets, as the case may be, shall assume the obligations set forth in this Section 7.10. (e) Prior to or concurrently with the Acquisition Merger Effective Time, Nanometrics Delaware shall cause to be indemnified under this section 9 in effect at the Acquisition Merger Effective Time a policy of directors' and officers' liability insurance covering claims arising from facts or otherwise. 10.3 The Company shall purchase and maintin insurance coverage in an amount to be determined from time to time by events that occur after the Board taking into account the nature and extent of the Company's activities and the cost of coverage, but in no event Acquisition Merger Effective Time for not less than that maintained by the Company for any other director or executive officer of the Company, on behalf of the Employee both $15 million in his capacity as an officer, director and employee of the Company and if be so serves at the request of the Company, as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterise, against any legally insurable liability asserted against the Employee and incurred by the Employee in any such capacity, or arising out of the Employee's status as suchcoverage.

Indemnification and Insurance. 10.1 9.1 The Company shall indemnify the Employee against, and hold him harmless, from any and all judgments, penalties (including excise and similar taxes), fines, settlements and expenses (including attorney's fees and court costs) actually and reasonably incurred by him in connection with any action, suit or proceeding whether civil, criminal, administrative, arbitrative or investigative, any appeal in such an action, suit or proceeding whether or not by or in the right of the Company to which Employee is or may be made a party or is or shall be threatened to be made a party by reason of the fact that the Employee is an officer, employee or agent of the Company or is or was serving at the request of the Company as a director, officer, partner, venturer, proprietor, trustee, employee, agent or similar functionary of another corporation, partnership, joint venture, sole proprietorship, trust, nonprofit entity, employee benefit plan or other enterprise, to the fullest extent permitted by any applicable law, and such indemnity shall inure to the benefit of the heirs, executors and administrators of the Employee. 10.2 9.2 The right to indemnification under this section 10 9 shall include the Employee's right to be paid by the Company the expenses incurred in defending any such proceeding in advance of its disposition; provided, however, that, if the applicable law requires, the payment of such expenses incurred by the Employee in advance of the final disposition of a proceeding shall be made only upon delivery to the Company of an undertaking, by or on behalf of the Employee, to repay all amounts so advanced if it shall ultimately be determined that the Employee is not entitled to be indemnified under this section 9 or otherwise. 10.3 9.3 The Company shall purchase and maintin maintain insurance coverage in an amount to be determined from time to time by the Board taking into account the nature and extent of the Company's activities and the cost of coverage, but in no event less than that maintained by the Company for any other director or executive officer of the Company, on behalf of the Employee Employee, both in his capacity as an officer, director and employee employer of the Company and and, if be he so serves at the request of the Company, as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enteriseenterprise, against any legally insurable liability asserted against the Employee and incurred by the Employee in any such capacity, capacity or arising out of the Employee's status as such. 9.4 Notwithstanding the provisions of section 9, the Employee shall not be entitled to or receive indemnification pursuant to this Agreement if it is determined by a court of competent jurisdiction (not subject to appeal) that the damages in question were such as to be non-indemnifiable under the provisions of the Delaware General Corporation Law. 9.5 With respect to any third-party claims for which indemnification is being claimed by Employee, Employee shall give Company prompt notice of any third-party claim and cooperate with the Company at its expense. The Company will assume the defense (at its own expense) of any such claim through counsel of its own choosing. The Employee shall have the right to participate in the defense thereof and to employ counsel, at its own expense, separate from the counsel employed by the Company.

Indemnification and Insurance. 10.1 The Company (a) For six years after the Effective Time, the Surviving Corporation shall indemnify the Employee against, and hold him harmlessharmless and advance expenses to, from any and all judgments, penalties (including excise and similar taxes), fines, settlements and expenses (including attorney's fees and court costs) actually and reasonably incurred to the full extent permitted by him in connection with any action, suit or proceeding whether civil, criminal, administrative, arbitrative or investigative, any appeal in such an action, suit or proceeding whether or not by or in the right law as of the Company date of this Agreement, the individuals who at or prior to which Employee is or may be made a party or is or shall be threatened to be made a party by reason of the fact that the Employee is an officer, employee or agent Effective Time were present and former officers and directors of the Company or is its Subsidiaries with respect to all acts or was serving omissions by them in their capacities as such or taken at the request of the Company as a director, officer, partner, venturer, proprietor, trustee, employee, agent or similar functionary of another corporation, partnership, joint venture, sole proprietorship, trust, nonprofit entity, employee benefit plan or other enterprise, at any time prior to the fullest extent permitted by any applicable lawEffective Time. The Surviving Corporation will honor all indemnification agreements, expense advancement and such indemnity shall inure exculpation provisions with the individuals who at or prior to the benefit Effective Time were officers and directors of the heirs, executors and administrators Company or its Subsidiaries (including under the Company’s articles of incorporation or by-laws) in effect as of the Employeedate hereof in accordance with the terms thereof. All such indemnification agreements are listed on Section 7.11(a) of the Company Disclosure Schedule and the Company has provided to Parent true and accurate copies of all such indemnification agreements. 10.2 The right (b) For a period of six years after the Effective Time and with respect to indemnification under this section 10 claims arising from facts or events that occurred before the Effective Time, the Surviving Corporation shall include the Employee's right cause to be maintained officers’ and directors’ liability insurance covering all former and present officers and directors of the Company who are, or at any time prior to the Effective Time were, covered by the Company’s existing officers’ and directors’ liability insurance policies on terms substantially no less advantageous to such persons than such existing insurance, provided that the Surviving Corporation shall not be required to pay annual premiums in excess of 200% of the last annual premium paid by the Company prior to the expenses incurred date of this Agreement (the amount of which premium is set forth in defending any such proceeding in advance of its disposition; provided, however, that, if the applicable law requires, the payment of such expenses incurred by the Employee in advance Section 7.11(b) of the final disposition of a proceeding shall be made only upon delivery to the Company of an undertaking, by or on behalf of the Employee, to repay all amounts so advanced if it shall ultimately be determined that the Employee is not entitled to be indemnified under this section 9 or otherwise. 10.3 The Company shall purchase and maintin insurance coverage in an amount to be determined from time to time by the Board taking into account the nature and extent of the Company's activities and the cost of coverageDisclosure Schedule), but in no event less than that maintained by the Company such case shall purchase as much coverage as reasonably practicable for any other director or executive officer of the Company, on behalf of the Employee both in his capacity as an officer, director and employee of the Company and if be so serves at the request of the Company, as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterise, against any legally insurable liability asserted against the Employee and incurred by the Employee in any such capacity, or arising out of the Employee's status as suchamount.

Indemnification and Insurance. 10.1 The Company (a) From and after the Effective Time, PubCo agrees that it shall indemnify the Employee against, and hold him harmlessharmless (x) each present and former director and officer of the Group Companies (the “Company Indemnified Parties”) and (y) the Sponsor and each present and former director, from officer and Affiliate of Sponsor, HCM and each of their respective Subsidiaries (the “HCM Indemnified Parties” and together with the Company Indemnified Parties, the “D&O Indemnified Parties”) against any and all judgments, penalties costs or expenses (including excise and similar taxesreasonable attorneys’ fees), judgments, fines, settlements and expenses (including attorney's fees and court costs) actually and reasonably losses, claims, damages or liabilities incurred by him in connection with any actionLegal Proceeding, suit or proceeding whether civil, criminal, administrative, arbitrative administrative or investigative, any appeal arising out of or pertaining to matters existing or occurring at or prior to the Effective Time, whether asserted or claimed prior to, at or after the Effective Time, to the fullest extent that the Company, HCM or their respective Subsidiaries, as the case may be, would have been permitted under applicable Law and its respective certificate of incorporation, certificate of formation, memorandum and articles of association, bylaws, limited liability company agreement or other organizational documents in effect on the date of this Agreement to indemnify such an actionD&O Indemnified Parties (including the advancing of expenses as incurred to the fullest extent permitted under applicable Law). For the avoidance of doubt, suit or proceeding whether or not by or in the right to indemnification pursuant to the preceding sentence in favor of each of the Sponsor and each present and former director, officer and Affiliate of Sponsor, shall be subject to the same limitations as if such D&O Indemnified Party were an officer or director of HCM as of the applicable time. Without limiting the foregoing, PubCo shall, and shall cause its Subsidiaries to (i) maintain for a period of not less than six (6) years from the Effective Time provisions in its Governing Documents concerning the indemnification and exoneration (including provisions relating to expense advancement) of PubCo’s and its Subsidiaries’ (including the Group Companies’) former and current officers, directors, employees, and agents that are no less favorable to those Persons than the provisions of the Governing Documents of the Company, HCM or their respective Subsidiaries, as applicable, in each case, as of the date of this Agreement, and (ii) not amend, repeal or otherwise modify such provisions in any respect that would adversely affect the rights of those Persons thereunder, in each case, except as required by Law. PubCo shall assume, and be liable for, each of the covenants in this Section 6.8. (b) For a period of six years from the Effective Time, PubCo shall maintain in effect directors’ and officers’ liability insurance covering those Persons who are currently covered by HCM’s, the Group Companies’ directors’ and officers’ liability insurance policies (true, correct and complete copies of which have been heretofore made available to HCM or its agents or representatives) on terms not less favorable than the terms of such current insurance coverage, except that in no event shall PubCo be required to pay an annual premium for such insurance in excess of 300% of the aggregate annual premium payable by HCM or the Company, as applicable (whichever premium being higher), for such insurance policy for the year ended December 31, 2022; provided, however, that (i) PubCo 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 such current insurance coverage with respect to claims existing or occurring at or prior to the Effective Time and (ii) if any claim is asserted or made within such six year period, any insurance required to be maintained under this Section 6.8 shall be continued in respect of such claim until the final disposition thereof. (c) Notwithstanding anything contained in this Agreement to the contrary, this Section 6.8 shall survive the consummation of the Merger indefinitely and shall be binding, jointly and severally, on PubCo and all successors and assigns of PubCo. In the event that PubCo or any of its 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, PubCo shall ensure that proper provision shall be made so that the successors and assigns of PubCo shall succeed to the obligations set forth in this Section 6.8. (d) On the Closing Date, PubCo shall enter into customary indemnification agreements reasonably satisfactory to each of the Company to and HCM with the post-Closing directors and officers of PubCo, which Employee is or may be made a party or is or indemnification agreements shall be threatened continue to be made effective following the Closing. (e) PubCo hereby acknowledges that certain D&O Indemnified Parties may have rights to indemnification and advancement of expenses (directly or through insurance obtained by any such entity) provided by one or more third parties (collectively, the “Other Indemnitors”), and which may include third parties for whom such D&O Indemnified Party serves as a party by reason of the fact that the Employee is an manager, member, officer, employee or agent agent. PubCo hereby agrees and acknowledges that notwithstanding any such rights that a D&O Indemnified Party may have with respect to any Other Indemnitor(s), (i) PubCo is the indemnitor of first resort with respect to all D&O Indemnified Parties in respect of all obligations hereunder to indemnify and provide advancement of expenses to D&O Indemnified Parties, (ii) PubCo shall be required to indemnify and advance the full amount of expenses incurred by the D&O Indemnified Parties, to the fullest extent required by this Agreement, applicable Law, the terms of PubCo’s Governing Documents, any agreement to which PubCo is a party, any vote of the Company stockholders or is the Board of Directors of PubCo, or was serving at otherwise, without regard to any rights the request of D&O Indemnified Parties may have against the Company as a director, officer, partner, venturer, proprietor, trustee, employee, agent or similar functionary of another corporation, partnership, joint venture, sole proprietorship, trust, nonprofit entity, employee benefit plan or other enterprise, Other Indemnitors and (iii) to the fullest extent permitted by applicable Law, PubCo irrevocably waives, relinquishes and releases the Other Indemnitors from any applicable lawand all claims for contribution, subrogation or any other recovery of any kind in respect thereof. PubCo further agrees that no advancement or payment by the Other Indemnitors with respect to any claim for which the D&O Indemnified Parties have sought indemnification from PubCo shall affect the foregoing and such indemnity the Other Indemnitors shall inure have a right of contribution or be subrogated to the benefit extent of any such advancement or payment to all of the heirs, executors and administrators rights of recovery of the Employee. 10.2 The right D&O Indemnified Parties against PubCo. Notwithstanding anything to indemnification the contrary herein, the obligations of PubCo under this section 10 Section 6.8(e) shall include the Employee's right only apply to be paid by the Company the expenses incurred D&O Indemnified Parties in defending any such proceeding in advance of its disposition; provided, however, that, if the applicable law requires, the payment of such expenses incurred by the Employee in advance of the final disposition of a proceeding shall be made only upon delivery to the Company of an undertaking, by or on behalf of the Employee, to repay all amounts so advanced if it shall ultimately be determined that the Employee is not entitled to be indemnified under this section 9 or otherwise. 10.3 The Company shall purchase and maintin insurance coverage in an amount to be determined from time to time by the Board taking into account the nature and extent of the Company's activities and the cost of coverage, but in no event less than that maintained by the Company for any other director or executive officer of the Company, on behalf of the Employee both in his their capacity as an officer, director and employee of the Company and if be so serves at the request of the Company, as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterise, against any legally insurable liability asserted against the Employee and incurred by the Employee in any such capacity, or arising out of the Employee's status as suchD&O Indemnified Parties.

Indemnification and Insurance. 10.1 The (a) Buyer agrees that, to the fullest extent permitted under applicable Law, all rights to exculpation, indemnification and advancement of expenses existing as at the date of this Agreement in favor of the current or former managers, directors, officers or employees, as the case may be, of Company or its Subsidiaries as provided in their respective articles of association or other organizational documents or in any agreement or deed of indemnity shall indemnify survive the Employee againstTransaction, in each case, for any actions or omissions, or alleged actions or omissions, occurring at or prior to the Effective Time, whether asserted or claimed prior to, at or after the Effective Time, and hold him harmlessshall continue in full force and effect in accordance with their terms. For a period of six years from the Effective Time, from to the fullest extent permitted under applicable Law, Buyer shall maintain in effect any and all judgmentsexculpation, penalties (including excise indemnification and advancement of expenses provisions of the articles of association or similar taxes), fines, settlements organizational documents of Company and expenses (including attorney's fees and court costs) actually and reasonably incurred by him its Subsidiaries in connection effect as at the date of this Agreement or in any indemnification agreements of Company or its Subsidiaries with any actionof their respective current or former directors, suit officers or proceeding whether civilemployees in effect as at the date of this Agreement, criminaland to the fullest extent permitted under applicable Law shall not amend, administrativerepeal or otherwise modify any such provisions or the exculpation, arbitrative indemnification or investigative, any appeal in such an action, suit or proceeding whether or not by or in the right advancement of expenses provisions of the organizational documents of Company or its Subsidiaries in any manner that would adversely affect the rights thereunder of any individuals who immediately before the Effective Time were current or former managers, directors, officers or employees of Company or any of its Subsidiaries; provided, however, that all rights to which Employee is exculpation, indemnification and advancement of expenses in respect of any Action pending or may be asserted or any claim made a party within such period shall continue until the final disposition of such Action or is or shall be threatened final resolution of such claim. (b) Buyer shall, to be made a party by reason the fullest extent permitted under applicable Law, indemnify and hold harmless (and advance funds in respect of each of the fact that the Employee is an officerforegoing to) each current and former manager, director, officer or employee or agent of the Company or is or was serving at the request any of the Company its Subsidiaries and each person who served as a manager, director, officer, partnermember, venturer, proprietor, trustee, employee, agent trustee or similar functionary fiduciary of another corporation, partnership, joint venture, sole proprietorship, trust, nonprofit entity, pension or other employee benefit plan or other enterprise, to enterprise if such service was at the fullest extent permitted by any applicable law, and such indemnity shall inure to request or for the benefit of the Company or any of its Subsidiaries (each, together with such person’s heirs, executors or administrators, an “Indemnified Party”), in each case against any costs or expenses (including advancing attorneys’ fees and administrators of the Employee. 10.2 The right to indemnification under this section 10 shall include the Employee's right to be paid by the Company the expenses incurred in defending any such proceeding in advance of its disposition; provided, however, that, if the applicable law requires, the payment of such expenses incurred by the Employee in advance of the final disposition of a any claim, suit, proceeding shall be made only upon delivery or investigation to each Indemnified Party to the fullest extent permitted by applicable Law; provided, however, that the Indemnified Party to whom expenses are advanced provides an undertaking consistent with applicable Law and the Company of an undertaking, by or on behalf of the Employee, Organizational Documents to repay all such amounts so advanced if it shall is ultimately be determined determined, in a final, non-appealable Order, that the Employee such person is not entitled to indemnification), judgments, fines, losses, claims, damages, liabilities and amounts paid in settlement in connection with any actual or threatened claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative (an “Action”), arising out of, relating to or in connection with any action or omission by them in their capacities as such occurring or alleged to have occurred whether before or after the Effective Time (including acts or omissions in connection with such Indemnified Party serving as an officer, director, employee or other fiduciary of any entity if such service was at the request or for the benefit of Company). In the event of any such Action, Buyer shall cooperate with the Indemnified Party in the defense of any such Action. (c) For a period of six years from the Effective Time, Buyer shall cause to be indemnified maintained in effect the coverage provided by policies of directors’ and officers’ liability insurance and fiduciary liability insurance of Company (“D&O Insurance”) with respect to acts or omissions occurring or alleged to have occurred at or prior to the Effective Time that were committed or alleged to have been committed by such Indemnified Parties in their capacities as such, and on terms (including with respect to coverage, conditions, retentions, limits and amounts) not less favorable than those of the D&O Insurance. Company or Buyer (as Buyer elects) shall, prior to the Effective Time, purchase a prepaid six year “tail” policy with respect to the D&O Insurance providing coverage on the terms set out in the preceding sentence (“Tail Policy”); provided, that in no event shall the cost of such policy, if purchased by Company, exceed 200% of the annual premium payable by Company prior to the date hereof in respect of Company’s most recently bound policies of directors’ and officers’ liability insurance and fiduciary liability insurance (“Cap Amount”); provided further that if the cost of the Tail Policy exceeds the Cap Amount and Buyer elects not to spend (or authorize Company to spend) more than the Cap Amount, then the Party purchasing such Tail Policy shall obtain the greatest coverage reasonably available for such policy for the Cap Amount. If such a “tail policy” is purchased, Buyer shall have no further obligations under this section 9 Section 5.11(c) so long as such Tail Policy remains in full force and effect during the six-year period following the Effective Time. (d) Buyer shall, to the fullest extent permitted under applicable Law, pay all reasonable expenses, including reasonable attorneys’ fees, that may be incurred by any Indemnified Party in enforcing the indemnity and other obligations provided in this Section 5.11. (e) The rights of each Indemnified Party under this Section 5.11 shall be in addition to, and not in limitation of, any other rights such Indemnified Party may have under the articles of association or other organizational documents of Company or its Subsidiaries or any other indemnification arrangement, the Companies Law or otherwise. 10.3 (f) The Company obligations of Buyer under this Section 5.11 shall purchase not be terminated, amended or modified in any manner so as to adversely affect any Indemnified Party (including their successors, heirs and maintin insurance coverage in an amount legal representatives) to whom this Section 5.11 applies without the consent of such Indemnified Party. It is expressly agreed that, notwithstanding any other provision of this Agreement that may be determined from time to time by the Board taking into account contrary, (i) the nature Indemnified Parties to whom this Section 5.11 applies shall be third-party beneficiaries of this Section 5.11, and extent (ii) this Section 5.11 shall survive consummation of the Company's activities Transaction and shall be enforceable by such Indemnified Parties and their respective successors and legal representatives against Buyer and its successors and assigns, provided, that if Buyer or any of its successors and assigns (A) undergoes an acquisition (or is acquired) by way of a merger, business combination, tender offer, restructuring, recapitalization or otherwise, and is not the cost continuing or surviving person in such transaction, or (B) transfers or conveys all or substantially all of coverageits properties and assets to any person, but in no event less than then proper provisions will be made so that maintained by the Company for successors and assigns of Buyer or any other director of its successors or executive officer assigns shall assume all of the Company, on behalf obligations of the Employee both Buyer set forth in his capacity as an officer, director and employee of the Company and if be so serves at the request of the Company, as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterise, against any legally insurable liability asserted against the Employee and incurred by the Employee in any such capacity, or arising out of the Employee's status as suchthis Section 5.11.

Indemnification and Insurance. 10.1 The (a) Parent, each Merger Sub and the Company shall indemnify the Employee againstagree that all rights to exculpation, indemnification and hold him harmless, from any and all judgments, penalties (including excise and similar taxes), fines, settlements and advancement of expenses (including attorney's fees and court costs) actually and reasonably incurred by him now existing in connection with any action, suit or proceeding whether civil, criminal, administrative, arbitrative or investigative, any appeal in such an action, suit or proceeding whether or not by or in the right favor of the Company to which Employee is current or former directors, officers or employees, as the case may be made a party or is or shall be threatened to be made a party by reason of the fact that the Employee is an officerbe, employee or agent of the Company or is its Subsidiaries as provided in their respective certificates of incorporation or was serving bylaws or other organizational documents or in any agreement shall survive the Mergers and shall continue at and after the request First Effective Time in full force and effect. For a period of six years after the First Effective Time, Parent and the Second Surviving Corporation shall maintain in effect the exculpation, indemnification and advancement of expenses provisions of the Company’s and any Company Subsidiary’s certificates of incorporation and bylaws or similar organizational documents as in effect immediately prior to the First Effective Time or in any indemnification agreements of the Company or any of its Subsidiaries with any of their respective directors, officers or employees as in effect immediately prior to the First 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 individuals who at the First Effective Time were current or former directors, officers or employees of the Company or any of its Subsidiaries; provided, that all rights to indemnification in respect of any Proceeding (as defined below) pending or asserted or any claim made within such period shall continue until the final disposition of such Proceeding or resolution of such claim, even if beyond such six-year period. From and after the Control Date, Parent shall assume, be jointly and severally liable for, and honor, guarantee and stand surety for, and shall cause the Second Surviving Corporation and its Subsidiaries to honor, in accordance with their respective terms, each of the covenants contained in this Section 5.11. (b) Each of Parent and the Second Surviving Corporation shall, to the fullest extent permitted under applicable Law, indemnify and hold harmless (and advance funds in respect of each of the foregoing or any related expenses) each current and former director, officer or employee of the Company or any of its Subsidiaries and each Person who served as a director, officer, partnermember, venturer, proprietor, trustee, employee, agent trustee or similar functionary fiduciary of another corporation, partnership, joint venture, sole proprietorship, trust, nonprofit entity, pension or other employee benefit plan or other enterprise, to enterprise at the fullest extent permitted by any applicable law, and such indemnity shall inure to request of or for the benefit of the Company or its Subsidiaries (each, together with such Person’s heirs, executors or administrators, and administrators of the Employee. 10.2 The right to indemnification under this section 10 shall include the Employee's right to be paid by the Company the successors and assigns, an “Indemnified Party”) against any costs or expenses incurred in defending any such proceeding in advance of its disposition; provided, however, that, if the applicable law requires, the payment of such (including advancing attorneys’ fees and expenses incurred by the Employee in advance of the final disposition of a proceeding shall be made only upon delivery any Proceeding to each Indemnified Party to the Company fullest extent permitted by Law), judgments, fines, losses, claims, damages, obligations, costs, liabilities and amounts paid in settlement in connection with any actual or threatened claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative (a “Proceeding”), arising out of, relating to or in connection with any action or omission occurring or alleged to have occurred at or prior to the First Effective Time (including acts or omissions in connection with such Persons serving as an officer, director, employee or other fiduciary of an undertaking, by any entity if such service was at the request or on behalf for the benefit of the EmployeeCompany or its Subsidiaries), to repay all amounts so advanced if it whether asserted or claimed prior to, at or after the First Effective Time. In the event of any such Proceeding, Parent and the Second Surviving Corporation shall ultimately be determined that cooperate with the Employee is not entitled Indemnified Party in the defense of any such Proceeding. (c) For a period of six years from the First Effective Time, Parent and the Second Surviving Corporation shall cause to be indemnified under this section 9 or otherwise. 10.3 The Company shall purchase maintained in effect the current policies of directors’ and maintin officers’ liability insurance coverage in an amount to be determined from time to time by the Board taking into account the nature and extent of the Company's activities and the cost of coverage, but in no event less than that fiduciary liability insurance maintained by the Company and its Subsidiaries with respect to matters arising on or before the First Effective Time; provided, that after the First Effective Time, Parent and the Second Surviving Corporation shall not be required to pay annual premiums in excess of 300% of the last aggregate annual premium paid by the Company prior to the date of this Agreement in respect of the coverage required to be obtained pursuant hereto, but in such case shall purchase as much coverage as reasonably practicable for such amount. The Company shall purchase, prior to the First Effective Time, a six-year prepaid “tail” policy on terms and conditions providing substantially equivalent benefits as the current policies of directors’ and officers’ liability insurance and fiduciary liability insurance maintained by the Company and its Subsidiaries with respect to matters arising on or before the First Effective Time, covering without limitation the transactions contemplated hereby; provided, that the Company shall not commit or spend on such “tail” policy, in the aggregate, more than 300% of the last aggregate annual premium paid by the Company prior to the date of this Agreement for the Company’s current policies of directors’ and officers’ liability insurance and fiduciary liability insurance, and if the cost of such “tail” policy would otherwise exceed such limit, the Company shall be permitted to purchase as much coverage as reasonably practicable for up to such limit. Parent and the Second Surviving Corporation shall cause such policy to be maintained in full force and effect, for its full term, and cause all obligations thereunder to be honored by the Second Surviving Corporation, and no other party shall have any further obligation to purchase or pay for insurance hereunder. (d) Parent shall pay all reasonable expenses, including reasonable attorneys’ fees, that may be incurred by any Indemnified Party in enforcing the indemnity and other obligations provided in this Section 5.11. (e) The rights of each Indemnified Party hereunder shall be in addition to, and not in limitation of, any other director rights such Indemnified Party may have under the certificates of incorporation or executive officer of the Company, on behalf of the Employee both in his capacity as an officer, director and employee bylaws or other organizational documents of the Company and if be so serves at or any of its Subsidiaries or the request Second Surviving Corporation, any other indemnification arrangement, the DGCL or otherwise. The provisions of this Section 5.11 shall survive the consummation of the CompanyMergers and expressly are intended to benefit, and are enforceable by, each of the Indemnified Parties. (f) In the event that Parent, the Second Surviving Corporation or any of their respective successors or assigns (i) consolidates with or merges into any other Person and shall not be the continuing or surviving corporation or entity in such consolidation or merger or (ii) transfers all or substantially all of its properties and assets to any Person, then, and in either such case, proper provision shall be made so that the successors and assigns of Parent or the Second Surviving Corporation, as a directorthe case may be, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterise, against any legally insurable liability asserted against shall assume the Employee and incurred by the Employee obligations set forth in any such capacity, or arising out of the Employee's status as suchthis Section 5.11.

Indemnification and Insurance. 10.1 The Company shall indemnify (a) Parent and Merger Sub agree that all rights to exculpation, indemnification and advancement of expenses for acts or omissions occurring at or prior to the Employee againstEffective Time, and hold him harmlesswhether asserted or claimed prior to, from any and all judgmentsat or after the Effective Time, penalties (including excise and similar taxes), fines, settlements and expenses (including attorney's fees and court costs) actually and reasonably incurred by him now existing in connection with any action, suit or proceeding whether civil, criminal, administrative, arbitrative or investigative, any appeal in such an action, suit or proceeding whether or not by or in the right favor of the Company to which Employee is current or former, directors, officers or employees, as the case may be made a party or is or shall be threatened to be made a party by reason of the fact that the Employee is an officerbe, employee or agent of the Company or is its Subsidiaries as provided in their respective certificates of incorporation or was serving at bylaws or other organizational documents or in any agreement shall survive the request Merger and shall continue in full force and effect. For a period of six years from the Effective Time, Parent and the Surviving Corporation shall maintain in effect any and all exculpation, indemnification and advancement of expenses provisions of the Company’s and any of its Subsidiaries’ certificates of incorporation and bylaws or similar organizational documents in effect immediately prior to the Effective Time or in any indemnification agreements of the Company or its Subsidiaries with any of their respective current or former directors, officers or employees in effect immediately prior to the Effective Time, and shall not amend, repeal or otherwise modify any such provisions or the exculpation, indemnification or advancement of expenses provisions of the Surviving Corporation’s certificate of incorporation and bylaws in any manner that would adversely affect the rights thereunder of any individuals who immediately before the Effective Time were current or former directors, officers or employees of the Company or any of its Subsidiaries; provided, however, that all rights to indemnification 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. From and after the Effective Time, Parent shall assume, be jointly and severally liable for, and honor, guaranty and stand surety for, and shall cause the Surviving Corporation and its Subsidiaries to honor and perform, in accordance with their respective terms, each of the covenants contained in this Section 5.11 without limit as to time. (b) Parent and the Surviving Corporation shall jointly and severally, to the fullest extent permitted under applicable Law, indemnify and hold harmless (and advance funds in respect of each of the foregoing) each current and former director, officer or employee of the Company or any of its Subsidiaries and each person who served as a director, officer, partnermember, venturer, proprietor, trustee, employee, agent trustee or similar functionary fiduciary of another corporation, partnership, joint venture, sole proprietorship, trust, nonprofit entity, pension or other employee benefit plan or other enterprise, to enterprise if such service was at the fullest extent permitted by any applicable law, and such indemnity shall inure to request or for the benefit of the Company or any of its Subsidiaries (each, together with such person’s heirs, executors or administrators, an “Indemnified Party”), in each case against any costs or expenses (including advancing attorneys’ fees and administrators of the Employee. 10.2 The right to indemnification under this section 10 shall include the Employee's right to be paid by the Company the expenses incurred in defending any such proceeding in advance of its disposition; provided, however, that, if the applicable law requires, the payment of such expenses incurred by the Employee in advance of the final disposition of a any claim, suit, proceeding shall be made only upon delivery or investigation to each Indemnified Party to the fullest extent permitted by applicable Law; provided, however, that the Indemnified Party to whom expenses are advanced provides an undertaking to the extent required by with the Company of an undertaking, by or on behalf of Organizational Documents and the Employee, DGCL to repay all such amounts so advanced if it shall is ultimately be determined that the Employee such person is not entitled to indemnification), judgments, fines, losses, claims, damages, liabilities and amounts paid in settlement in connection with any actual or threatened claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative (an “Action”), arising out of, relating to or in connection with any action or omission by them in their capacities as such occurring or alleged to have occurred whether before or after the Effective Time (including acts or omissions in connection with such Indemnified Party serving as an officer, director, employee or other fiduciary of any entity if such service was at the request or for the benefit of the Company). In the event of any such Action, the Surviving Corporation shall cooperate with the Indemnified Party in the defense of any such Action. (c) For a period of six years from the Effective Time, Parent shall cause to be indemnified maintained in effect the coverage provided by the policies of directors’ and officers’ liability insurance and fiduciary liability insurance in effect as of the date hereof by the Company and its Subsidiaries with respect to matters existing or arising on or before the Effective Time; provided, however, that Parent shall not be required to pay annual premiums in excess of 300% of the last annual premium paid by the Company prior to the date hereof in respect of the coverages (the “Maximum Amount”) required to be obtained pursuant hereto, but in such case shall purchase as much coverage as reasonably practicable for such amount. If the Company in its sole discretion elects, then the Company may, prior to the Effective Time, purchase a “tail policy” with respect to acts or omissions occurring or alleged to have occurred prior to the Effective Time that were committed or alleged to have been committed by such Indemnified Parties in their capacity as such; provided that in no event shall the cost of such policy exceed six (6) times the Maximum Amount and, if such a “tail policy” is purchased, Parent shall have no further obligations under this section 9 Section 5.11(c). If a “tail policy” is purchased, the Surviving Corporation shall, and Parent shall cause the Surviving Corporation to, maintain such policies in full force and effect, and continue to honor the obligations thereunder. (d) Parent shall pay all reasonable expenses, including reasonable attorneys’ fees, that may be incurred by any Indemnified Party in enforcing the indemnity and other obligations provided in this Section 5.11. (e) The rights of each Indemnified Party shall be in addition to, and not in limitation of, any other rights such Indemnified Party may have under the certificates of incorporation or bylaws or other organization documents of the Company or any of its Subsidiaries or the Surviving Corporation, any other indemnification arrangement, the DGCL or otherwise. 10.3 (f) In the event Parent, the Surviving Corporation or any of their respective successors or assigns (i) consolidates with or merges into any other person and shall not be the continuing or surviving corporation or entity in such consolidation or merger or (ii) transfers all or substantially all of its properties and assets to any person, then, and in either such case, proper provision shall be made so that the successors and assigns of Parent or the Surviving Corporation, as the case may be, shall assume the obligations of such party set forth in this Section 5.11. Nothing in this Agreement is intended to, shall be construed to or shall release, waive or impair any rights to directors’ and officers’ insurance claims under any policy that is or has been in existence with respect to the Company or any of its Subsidiaries or their respective officers, directors and employees, it being understood and agreed that the indemnification provided for in this Section 5.11 is not prior to, or in substitution for, any such claims under any such policies. (g) The Company obligations of Parent and the Surviving Corporation under this Section 5.11 shall purchase not be terminated, amended or modified in any manner so as to adversely affect any Indemnified Party (including their successors, heirs and maintin insurance coverage in an amount legal representatives) to whom this Section 5.11 applies without the consent of such Indemnified Party. It is expressly agreed that, notwithstanding any other provision of this Agreement that may be determined from time to time by the Board taking into account contrary, (i) the nature Indemnified Parties to whom this Section 5.11 applies shall be third-party beneficiaries of this Section 5.11, and extent (ii) this Section 5.11 shall survive consummation of the Company's activities Merger and shall be enforceable by such Indemnified Parties and their respective successors, heirs and legal representatives against Parent and the cost of coverage, but in no event less than that maintained by the Company for any other director or executive officer of the Company, on behalf of the Employee both in his capacity as an officer, director Surviving Corporation and employee of the Company their respective successors and if be so serves at the request of the Company, as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterise, against any legally insurable liability asserted against the Employee and incurred by the Employee in any such capacity, or arising out of the Employee's status as suchassigns.

Indemnification and Insurance. 10.1 The (a) Following the Closing, Purchaser shall cause the Business Subsidiaries not to make any changes to their respective organizational documents that would adversely affect the rights of persons who are currently or who were officers or directors of, or in Table of Contents a comparable role with, any of the Business Subsidiaries (but not in the capacity of any roles of such persons with Seller) to claim indemnification from such entity under the terms of their respective organizational documents as in effect on the date hereof unless such changes are required by Law and then only to the minimum extent required by Law. Prior to the Closing, the Company shall indemnify or, if the Employee againstCompany is unable to, Purchaser shall cause the Company as of the Closing to, obtain and fully pay the premium for the non-cancellable extension of the directors’ and officers’ liability coverage of Seller’s existing directors’ and officers’ insurance policies and fiduciary liability insurance policies (collectively, the “D&O Insurance”), covering persons who are currently or who were officers or directors of, or in a comparable role with, any of the Business Subsidiaries (but not in the capacity of any roles of such persons with Seller), for a claims reporting or discovery period of six years from and after the Closing with respect to any claim related to any period of time at or prior to the Closing from an insurance carrier with the same or better credit rating as Seller’s current insurance carrier with respect to D&O Insurance with terms, conditions, retentions and limits of liability that are no less favorable than the coverage provided under Seller’s existing policies; provided, that the premium for such “tail” insurance shall not exceed 300% of the annual premium currently paid by Seller. (b) Following the Closing, Purchaser shall, and shall cause the Company to, as the primary source of indemnification, indemnify, defend and hold him harmlessharmless the current and former directors and officers of, from or persons in a comparable role with, the Business Subsidiaries (but not in the capacity of any and all judgmentsroles of such persons with Seller) for any damages, penalties (including excise and similar taxes)Taxes, finesLiabilities, settlements costs and expenses (including attorney's fees and court costsreasonable attorneys’ fees) actually and reasonably incurred by him in connection with any action, suit actual or proceeding threatened Action or investigation (whether civil, criminal, administrative, arbitrative administrative or investigative) arising from any acts or omissions by such persons, any appeal in such an actiontheir respective capacities as directors or officers of, suit or proceeding whether or not by or in a comparable role with, the right Business Subsidiaries (but not Seller) prior to the Closing Date, other than acts or omissions arising out of the Company Excluded Assets or the Retained Liabilities. (c) If Purchaser or any of its successors or assigns (i) consolidates with or merges into any other Person and shall not be the continuing or surviving corporation or entity of such consolidation or merger, or (ii) transfers all or substantially all of its properties and assets to which Employee is or may be made a party or is or any Person, then, in each case, Purchaser shall be threatened to be made a party by reason make proper provision so that the successors and assigns of Purchaser shall assume all of the fact that the Employee is an officer, employee or agent obligations of the Company or is or was serving at the request Purchaser set forth in this Section 4.08. (d) The provisions of the Company as a director, officer, partner, venturer, proprietor, trustee, employee, agent or similar functionary of another corporation, partnership, joint venture, sole proprietorship, trust, nonprofit entity, employee benefit plan or other enterprise, to the fullest extent permitted by any applicable law, and such indemnity shall inure to this Section 4.08 are intended for the benefit of the heirscurrent and former officers and directors of, executors and administrators of the Employee. 10.2 The right to indemnification under this section 10 shall include the Employee's right to be paid by the Company the expenses incurred or persons in defending any such proceeding in advance of its disposition; provided, however, that, if the applicable law requiresa comparable role with, the payment Business Subsidiaries (but not in the capacity of any roles of such expenses incurred by the Employee in advance of the final disposition of a proceeding persons with Seller), and shall be made only upon delivery to the Company of an undertaking, enforceable by or on behalf of the Employee, to repay all amounts so advanced if it shall ultimately be determined that the Employee is not entitled to be indemnified under this section 9 or otherwisesuch individuals (in such capacities) and their heirs and representatives. 10.3 The Company shall purchase and maintin insurance coverage in an amount to be determined from time to time by the Board taking into account the nature and extent of the Company's activities and the cost of coverage, but in no event less than that maintained by the Company for any other director or executive officer of the Company, on behalf of the Employee both in his capacity as an officer, director and employee of the Company and if be so serves at the request of the Company, as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterise, against any legally insurable liability asserted against the Employee and incurred by the Employee in any such capacity, or arising out of the Employee's status as such.

Indemnification and Insurance. 10.1 The (a) Following the Closing and until May 3, 2014, Buyer and the Company shall indemnify maintain in effect the Employee againstexculpation, indemnification and advancement of expenses provisions of the Company’s and any Company Subsidiary’s certificates of incorporation and bylaws or similar organizational documents as in effect immediately prior to the Closing or in any indemnification agreements of the Company or its Subsidiaries with any of their respective directors, officers or employees as in effect immediately prior to the Closing, and hold him harmlessshall not amend, from repeal or otherwise modify any such provisions in any manner that would adversely affect the rights thereunder of any individuals who at the Closing were current or former directors, officers or employees of the Company or any of its Subsidiaries; provided, however, that all rights to indemnification 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. From and all judgmentsafter the Closing, penalties (including excise Buyer shall assume, be jointly and similar taxes)severally liable for, finesand honor, settlements guaranty and expenses (including attorney's fees stand surety for, and court costs) actually shall cause the Company and reasonably incurred its Subsidiaries to honor, in accordance with their respective terms, each of the covenants contained in this Section 8.1 without limit as to time; provided, that in no event shall such action by him in connection with any action, suit Buyer have the effect of increasing or proceeding whether civil, criminal, administrative, arbitrative or investigative, any appeal in such an action, suit or proceeding whether or not by or in otherwise broadening the right scope of the indemnification obligations of the Company to which Employee is or may be made a party or is or shall be threatened such Persons as in effect immediately prior to be made a party by reason the Closing. (b) From and after the Closing, each of Buyer and the Company shall, to the fullest extent permitted under Applicable Law, indemnify and hold harmless (and advance funds in respect of each of the fact foregoing, following receipt of any undertakings deemed desirable by Buyer or the Company), to the same extent that such Persons are entitled to indemnification pursuant to the Employee is an officer, employee or agent certificate of incorporation and bylaws of the Company or is or was serving at the request any Subsidiary of the Company as in effect as of the Agreement Date, each current and former director, officer or employee of the Company or any of its Subsidiaries and each Person who served as a director, officer, partnermember, venturer, proprietor, trustee, employee, agent trustee or similar functionary fiduciary of another corporation, partnership, joint venture, sole proprietorship, trust, nonprofit entity, pension or other employee benefit plan or other enterprise, to enterprise at the fullest extent permitted by any applicable law, and such indemnity shall inure to request or for the benefit of the Company (each, together with such Person’s heirs, executors or administrators, an “Indemnified Party”) against any costs or expenses (including advancing attorneys’ fees and administrators of the Employee. 10.2 The right to indemnification under this section 10 shall include the Employee's right to be paid by the Company the expenses incurred in defending any such proceeding in advance of its disposition; provided, however, that, if the applicable law requires, the payment of such expenses incurred by the Employee in advance of the final disposition of a any claim, suit, proceeding shall be made only upon delivery or investigation to each Indemnified Party to the Company fullest extent permitted by Applicable Law and following receipt of an undertaking, any undertaking deemed desirable by Buyer or on behalf of the Employee, to repay all amounts so advanced if it shall ultimately be determined that the Employee is not entitled to be indemnified under this section 9 or otherwise. 10.3 The Company shall purchase and maintin insurance coverage in an amount to be determined from time to time by the Board taking into account the nature and extent of the Company's activities ), judgments, fines, losses, claims, damages, liabilities and the cost of coverageamounts paid in settlement in connection with any actual or threatened Action, but arising out of, relating to or in no event less than that maintained by the Company for connection with any other director action or executive officer of the Company, on behalf of the Employee both omission occurring or alleged to have occurred in his such Indemnified Party’s capacity as an officera director, director and officer or employee of the Company and if be so serves at the request or any of the Company, its Subsidiaries or in such Indemnified Party’s capacity as a director, officer, employee member, trustee or agent fiduciary of another corporation, partnership, joint venture, trust trust, pension or other enteriseemployee benefit plan or enterprise at the request or for the benefit of the Company, against before the Closing; provided, that nothing in this Agreement (or in such exculpation, indemnification and advancement provisions) shall require Buyer or its affiliates (including the Company and its Subsidiaries after the Closing) to exculpate, indemnify, or provide advancement of expenses to any legally insurable liability asserted against Person in connection with the Employee dispute arising under or related to this Agreement or any transaction or agreement entered into in connection with this Agreement. In the event of any such Action, Buyer and the Company shall reasonably cooperate with the Indemnified Party in the defense of any such Action. (c) Following the Closing, Buyer shall, or shall cause the Company to, pay all expenses, including reasonable attorneys’ fees, that may be incurred by any Indemnified Party in enforcing the Employee indemnity and other obligations provided in this Section 8.1. (d) The rights of each Indemnified Party hereunder shall be in addition to, and not in limitation of, any other rights such capacityPerson may have under the certificates of incorporation or bylaws or other organizational documents of the Company or any of its Subsidiaries, any other indemnification arrangement, Applicable Law or otherwise. The provisions of this Section 8.1 shall survive the Closing and expressly are intended to benefit, and are enforceable by, each of the Indemnified Parties. (e) In the event Buyer, the Company or any Subsidiary of the Company, or arising out any of their respective successors or assigns (i) consolidates with or merges into any other Person and shall not be the continuing or surviving corporation or entity in such consolidation or merger or (ii) transfers all or substantially all of its properties and assets to any Person, then, and in either such case, proper provision shall be made so that the successors and assigns of Buyer, the Company or any Subsidiary of the Employee's status Company, as suchthe case may be, shall assume the obligations set forth in this Section 8.1.