Common use of Indemnification and Insurance Clause in Contracts

Indemnification and Insurance. 5.11.1 The Company shall indemnify and hold harmless, and after the Effective Time the Surviving Corporation shall indemnify and hold harmless, each present and former employee, agent, director or officer of the Company and its subsidiaries (the "Indemnified Parties") from and against any and all claims arising out of or in connection with activities, including without limitation, the transactions contemplated by this Agreement, in such capacity, or on behalf of, or at the request of the Company, its subsidiaries or affiliates, to the fullest extent permitted under Delaware law (subject to applicable limitations thereunder) and in addition, to the fullest extent provided in their respective charters or Bylaws (subject to applicable limitations thereunder) or any contract or other arrangement in effect at the date hereof which obligations shall survive the Merger and shall continue in full force and effect for a period of not less than six years from the Effective Time; provided, however, that if any claim or claims (a "Claim or Claims") are asserted or made within such six year period, all rights to indemnification in respect of any such Claim or Claims shall continue until disposition of any and all such Claims. Without limiting the foregoing, the Company, and after the Effective Time the Surviving Corporation, shall advance expenses incurred with respect to the foregoing, as they are incurred, to the fullest extent permitted under applicable law, provided that the person on whose behalf the expenses are advanced provides and undertakes (which need not be secured) to repay such advances if it is ultimately determined that such person is not entitled to indemnification. 5.11.2 The Surviving Corporation shall use its best efforts to cause to be maintained in effect for not less than six years from the Effective Time the current policies of directors, and officers, liability insurance maintained by the Company and its subsidiaries (provided that the Surviving Corporation may substitute therefor policies of at least the same coverage containing terms and conditions which are no less advantageous so long as no lapse in coverage occurs as a result of such substitution) with respect to all matters, including the transactions contemplated hereby, occurring prior to and including the Effective Time; provided that, in the event that any Claim or Claims are asserted or made within such six-year period, such insurance shall be continued in respect of any such Claim or Claims until final disposition of any and all such Claims; provided further that the Surviving Corporation shall not be required to pay annual premiums in excess of 200% of the Company's total current annual premiums for such insurance and if the Surviving Corporation is unable to obtain the insurance required by this Section 5.11 it shall obtain as much comparable insurance as can be obtained for an annual premium equal to such maximum amount.

Indemnification and Insurance. 5.11.1 The Company shall indemnify and hold harmless, (a) From and after the Effective Time 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 Surviving Corporation shall indemnify Entity and the Partnership GP jointly and severally agree to (i) indemnify, defend and hold harmless, each present and former employee, agent, director or officer of the Company and its subsidiaries (the "Indemnified Parties") from and harmless against any cost or expenses (including attorneys’ fees), judgments, settlements, fines and all claims arising out of other sanctions, losses, claims, damages or liabilities and amounts paid in settlement in connection with activities, including without limitation, the transactions contemplated by this Agreement, in such capacity, any actual or on behalf of, or at the request of the Company, its subsidiaries or affiliates, to the fullest extent permitted under Delaware law (subject to applicable limitations thereunder) and in addition, to the fullest extent provided in their respective charters or Bylaws (subject to applicable limitations thereunder) or any contract or other arrangement in effect at the date hereof which obligations shall survive the Merger and shall continue in full force and effect for a period of not less than six years from the Effective Time; provided, however, that if any claim or claims (a "Claim or Claims") are asserted or made within such six year period, all rights to indemnification in respect of any such Claim or Claims shall continue until disposition of any and all such Claims. Without limiting the foregoing, the Companythreatened Proceeding, and after the Effective Time the Surviving Corporation, shall advance provide advancement of expenses incurred with respect to each of the foregoingforegoing to, as they are incurred, all Indemnified Persons to the fullest extent permitted under applicable lawLaw and (ii) honor the provisions regarding elimination of liability of officers and directors, provided 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 person on whose behalf Organizational Documents of the Surviving Entity and the Partnership GP or any of 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 advanced provides and undertakes (which need presently set forth in such Organizational Documents. Any right of an Indemnified Person pursuant to this Section 6.7(a) shall not be secured) to repay amended, repealed, terminated or otherwise modified at any time in a manner that would adversely affect the rights of such advances if it is ultimately determined that Indemnified Person as provided herein, and shall be enforceable by such person is not entitled to indemnificationIndemnified Person and their respective heirs and representatives against the Surviving Entity and the Partnership GP and their respective successors and assigns. 5.11.2 (b) The Surviving Corporation Entity shall use its best efforts to cause to be maintained maintain in effect for not less than six years from the Effective Time the Partnership’s current policies of directors, ’ and officers, ’ liability insurance maintained by policies covering acts or omissions occurring at or prior to the Company and its subsidiaries Effective Time with respect to Indemnified Persons (provided that the Surviving Corporation Entity may substitute therefor policies with reputable carriers of at least the same coverage containing terms and conditions which that are no less advantageous so long as favorable to the Indemnified Persons); provided, however, that in no lapse in coverage occurs as a result event shall the Surviving Entity 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 for such insurance (the “Maximum Amount”). In the event that, but for the proviso to the immediately preceding sentence, the Surviving Entity would be required to expend more than the Maximum Amount, the Surviving Entity shall obtain the maximum amount of such substitution) insurance as is available for the Maximum Amount. If the Partnership in its sole discretion elects, then, in lieu of the obligations of the Surviving Entity under this Section 6.7(b), the Partnership may (but shall be under no obligation to), prior to the Effective Time, purchase a “tail policy” with respect to all matters, including 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 Indemnified Person may have under the Organizational Documents of the Partnership and the Partnership GP or any indemnification agreements. The provisions of this Section 6.7 shall survive the consummation of the transactions contemplated herebyhereby for a period of six years and are expressly intended to benefit each of the Indemnified Persons and their respective heirs and representatives; provided, occurring prior to and including the Effective Time; provided thathowever, that in the event that any Claim claim or Claims claims for indemnification or advancement set forth in this Section 6.7 are asserted or made within such six-year period, such insurance shall be continued all rights to indemnification and advancement in respect of any such Claim claim or Claims claims shall continue until final disposition of any and all such Claims; provided further 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 proper provision shall be made so that the Surviving Corporation shall not be required to pay annual premiums in excess of 200% successors and assigns of the Company's total current annual premiums for such insurance and if Surviving Entity or the Partnership GP shall assume the obligations of the Surviving Corporation is unable to obtain Entity and the insurance required by Partnership GP set forth in this Section 5.11 it shall obtain as much comparable insurance as can be obtained for an annual premium equal to such maximum amount6.7.

Indemnification and Insurance. 5.11.1 (a) The Company shall indemnify partnership agreement of the Surviving Entity shall, with respect to indemnification of directors and hold harmlessofficers, and not be amended, repealed or otherwise modified after the Effective Time in any manner that would adversely affect the Surviving Corporation shall indemnify and hold harmless, each present and former employee, agent, director or officer rights thereunder of the Company and its subsidiaries Persons who at any time prior to the Effective Time were identified as prospective indemnitees under the Partnership Agreement in respect of actions or omissions occurring at or prior to the Effective Time (the "Indemnified Parties") from and against any and all claims arising out of or in connection with activities, including without limitation, the transactions contemplated by this Agreement). (b) For a period of six years after the Effective Time, in such capacityParent and Partnership GP shall, and Parent and Partnership GP shall cause the Surviving Entity (and its successors or assigns) to, maintain officers’ and directors’ liability insurance covering each person who is immediately prior to the Effective Time, or on behalf ofhas been at any time prior to the Effective Time, an officer or director of any of the Xxxxxx Group Entities and each person who immediately prior to the Effective Time is serving or prior to the Effective Time has served at the request of any of the CompanyXxxxxx Group Entities as a director, its subsidiaries officer, trustee or affiliatesfiduciary of another corporation, partnership, joint venture, trust, pension or other Employee Benefit Plan of the Xxxxxx Group Entities (collectively, the “Xxxxxx D&O Indemnified Parties”) who are or at any time prior to the fullest extent permitted under Delaware law (subject to Effective Time were covered by the existing officers’ and directors’ liability insurance applicable limitations thereunder) and in addition, to the fullest extent provided in their respective charters Xxxxxx Group Entities (“D&O Insurance”) on terms substantially no less advantageous to the Xxxxxx D&O Indemnified Parties than such existing insurance with respect to acts or Bylaws omissions, or alleged acts or omissions, prior to the Effective Time (subject to applicable limitations thereunder) or any contract whether claims, actions or other arrangement proceedings relating thereto are commenced, asserted or claimed before or after the Effective Time). (c) The Partnership shall cause (and Parent, following the Closing, shall continue 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 existing D&O Insurance, and such “tail” policy shall satisfy the provisions of this Section 5.9; provided that in effect at no event shall Parent be required to spend more than 250% (the “Cap Amount”) of the last annual premium paid by the Xxxxxx Group Entities prior to the date hereof which obligations (the amount of such premium being set forth in Section 5.9(c) of the Xxxxxx Disclosure Schedule) per policy year of coverage under such “tail” policy; provided, further, that if the cost per policy year of such insurance exceeds the Cap Amount, Parent shall purchase as much coverage per policy year as reasonably obtainable for the Cap Amount. (d) The rights of each Xxxxxx D&O Indemnified Party hereunder shall be in addition to any other rights such Xxxxxx D&O Indemnified Party may have under the governing documents of any Xxxxxx Group Entity under applicable Delaware Law or otherwise. The provisions of this Section 5.9 shall survive the consummation of the Merger and shall continue in full force and effect for a period expressly are intended to benefit each of not less than six years from the Effective Time; provided, however, that if any claim or claims (a "Claim or Claims") are asserted or made within such six year period, all rights to indemnification in respect of any such Claim or Claims shall continue until disposition of any and all such Claims. Without limiting the foregoing, the Company, and after the Effective Time the Surviving Corporation, shall advance expenses incurred with respect to the foregoing, as they are incurred, to the fullest extent permitted under applicable law, provided that the person on whose behalf the expenses are advanced provides and undertakes (which need not be secured) to repay such advances if it is ultimately determined that such person is not entitled to indemnificationXxxxxx D&O Indemnified Parties. 5.11.2 The Surviving Corporation shall use its best efforts to cause to be maintained in effect for not less than six years from the Effective Time the current policies of directors, and officers, liability insurance maintained by the Company and its subsidiaries (provided that the Surviving Corporation may substitute therefor policies of at least the same coverage containing terms and conditions which are no less advantageous so long as no lapse in coverage occurs as a result of such substitutione) with respect to all matters, including the transactions contemplated hereby, occurring prior to and including the Effective Time; provided that, in In the event that Parent, Partnership GP or any Claim of their respective successors or Claims are asserted assigns (i) consolidates with or made within such six-year period, such insurance shall be continued in respect of merges into any such Claim or Claims until final disposition of any other person and all such Claims; provided further that the Surviving Corporation shall not be required the continuing or surviving entity in such consolidation or merger or (ii) transfers all or substantially all of its properties and assets to pay annual premiums any person, then and in excess of 200% of either such case, Parent or Partnership GP, as the Company's total current annual premiums for such insurance and if case may be, shall cause proper provision to be made so that its successors or assigns shall assume the Surviving Corporation is unable to obtain the insurance required by obligations set forth in this Section 5.11 it shall obtain as much comparable insurance as can be obtained for an annual premium equal to such maximum amount5.9.

Indemnification and Insurance. 5.11.1 (a) The Company shall indemnify and hold harmlessSurviving Corporation shall, for six years from and after the Effective Time Time, maintain in effect the indemnification, expense advancement and exculpation obligations set forth in the Company's or any Subsidiary's Certificate of Incorporation and the Company's By-Laws, as amended, or other organizational documents, in each case as of the date of this Agreement as continuing obligations of the Surviving Corporation and such provisions shall indemnify not be amended, repealed or otherwise modified during such period in any manner that would adversely affect the rights thereunder of the individuals who on or at any time prior to the Effective Time were entitled to rights thereunder with respect to matters occurring prior to the Effective Time. In addition, Merger Sub and hold harmless, each present the Company agree that the indemnification and former employee, agent, director or officer advancement obligations of the Company or any Subsidiary as set forth in indemnification agreements to which it is a party shall be continuing obligations of the Surviving Corporation or such Subsidiary, as applicable, and its subsidiaries shall not be amended, repealed or otherwise modified after the Effective Time, except as permitted by the terms and provisions of those agreements. (b) The Surviving Corporation and the Company shall maintain in effect, for six years from and after the Effective Time, directors' and officers' liability insurance policies covering the persons who are currently covered in their capacities as directors and officers (the "Indemnified Covered Parties") from and against any and all claims arising out of or in connection with activities, including without limitation, the transactions contemplated by this Agreement, in such capacity, or on behalf of, or at the request of the Company, its subsidiaries 's current directors' and officers' policies and on terms not materially less favorable than the existing insurance coverage with respect to matters occurring at or affiliates, prior to the fullest extent permitted under Delaware law (subject to applicable limitations thereunder) and in addition, to the fullest extent provided in their respective charters or Bylaws (subject to applicable limitations thereunder) or any contract or other arrangement in effect at the date hereof which obligations shall survive the Merger and shall continue in full force and effect for a period of not less than six years from the Effective Time; provided, however, that if any claim or claims (a "Claim or Claims") are asserted or made within in the event the annual premium for such six year period, all rights coverage exceeds an amount equal to indemnification in respect 225% of any such Claim or Claims shall continue until disposition of any and all such Claims. Without limiting the foregoing, the Company, and after the Effective Time the Surviving Corporation, shall advance expenses incurred with respect last annual premium paid immediately prior to the foregoing, as they are incurred, to the fullest extent permitted under applicable law, provided that the person on whose behalf the expenses are advanced provides and undertakes (which need not be secured) to repay such advances if it is ultimately determined that such person is not entitled to indemnification. 5.11.2 The Surviving Corporation shall use its best efforts to cause to be maintained in effect for not less than six years from the Effective Time the current policies of directors, and officers, liability insurance maintained date hereof by the Company and its subsidiaries (provided that for such coverage, the Surviving Corporation may substitute therefor policies of at least the same coverage containing terms and conditions which are no less advantageous so long as no lapse in coverage occurs as a result of such substitution) with respect to all matters, including the transactions contemplated hereby, occurring prior to and including the Effective Time; provided that, in the event that any Claim or Claims are asserted or made within such six-year period, such insurance shall be continued in respect of any such Claim or Claims until final disposition of any and all such Claims; provided further that the Surviving Corporation shall not be required to pay annual premiums in excess of 200% of the Company's total current annual premiums for such insurance and if the Surviving Corporation is unable to obtain the insurance required by this Section 5.11 it shall obtain as much comparable insurance as can be obtained possible for an annual premium equal to 225% of the last annual premium paid immediately prior to the date hereof by the Company. The provisions of the immediately preceding sentence shall be deemed to have been satisfied if prepaid policies have been obtained by the Company prior to the Closing for purposes of this Section 6.05, which policies provide such maximum amountdirectors and officers with coverage for an aggregate period of six years with respect to claims arising from facts or events that occurred on or before the Effective Time, including, without limitation, in respect of the transactions contemplated by this Agreement; provided, that the Company shall not purchase any such policies if the cost thereof would exceed the amount specified in the preceding sentence and shall consult with Parent prior to purchasing any such policy in order to determine the most cost-effective and efficient means of obtaining such coverage. If such prepaid policies have been obtained by the Company prior to the Closing, Parent shall and shall cause the Surviving Corporation to maintain such policies in full force and effect, and continue to honor the Company's obligations thereunder. If the Surviving Corporation or any of its successors and assigns (i) consolidates with or merges with or into any other person and shall not be the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers or conveys all or substantially all of its properties and assets to any person, then, and in each such case, to the extent necessary, proper provision shall be made so that the successors and assigns of the Surviving Corporation assume the obligations set forth in this Section 6.05. (c) In addition to, and not in lieu of the foregoing, Merger Sub agrees that Surviving Corporation shall indemnify, defend (with mutually acceptable counsel) and hold harmless all current and former officers and directors of the Company and its Subsidiaries (the "Indemnified Parties") to the fullest extent permitted by the DGCL, as amended from time to time, from and against all liabilities (including amounts paid in settlement; provided the Surviving Corporation has approved such settlement), costs, expenses and claims (including without limitation reasonable legal fees and disbursements, which shall be paid, reimbursed or advanced by the Surviving Corporation in advance of the final disposition thereof arising out of actions taken prior to the Effective Time in performance of their duties as directors or officers of the Company or any Subsidiary; provided, however, that the Surviving Corporation's obligations to the Indemnified Parties under this Section 6.05(c) shall not be effective until consummation of the Merger. (d) In the event that any action, suit, proceeding or investigation relating thereto or to the transactions contemplated by this Agreement is commenced, whether before or after the Effective Time, the parties hereto agree to cooperate and use their respective reasonable efforts to vigorously defend against and respond thereto. (e) Following the Effective Time Parent shall cause Merger Sub and the Surviving Corporation to perform their obligations under this Section 6.05.

Indemnification and Insurance. 5.11.1 The Company shall indemnify and hold harmless, (a) From and after the Effective Time Time, Fxxxxx will, and will cause the Surviving Corporation to, fulfill and honor in all respects the obligations of Apogent pursuant to any indemnification agreements between Apogent and its directors, officers and employees in effect immediately prior to the Effective Time, subject to Applicable Laws. For at least six years after the Effective Time, Fxxxxx shall, and shall cause the Surviving Corporation to, indemnify and hold harmless, each harmless the present and former employeeofficers and directors of Apogent and its Subsidiaries (the “Indemnified Parties”) for any costs, agentjudgments, fines, losses, claims, damages or liabilities incurred in connection with any claim, action, suit or proceeding (whether civil, criminal, administrative or investigative) by reason of the fact that such Person was an officer, director or officer employee of Apogent or any of its Subsidiaries in respect of acts or omissions occurring at or prior to the Company Effective Time (including those related to this Agreement and its subsidiaries (the "Indemnified Parties") from and against any and all claims arising out of or in connection with activities, including without limitation, the transactions contemplated by this Agreementhereby), and shall advance expenses in respect thereof, in such capacity, or on behalf of, or at the request of the Company, its subsidiaries or affiliateseach case, to the fullest extent permitted under Delaware law by Applicable Laws. (subject to applicable limitations thereunderb) and in addition, to the fullest extent provided in their respective charters or Bylaws (subject to applicable limitations thereunder) or any contract or other arrangement in effect at the date hereof which obligations shall survive the Merger and shall continue in full force and effect for For a period of not less than six years from after the Effective Time; provided, however, that if any claim or claims (a "Claim or Claims") are asserted or made within such six year period, all rights to indemnification in respect of any such Claim or Claims shall continue until disposition of any and all such Claims. Without limiting the foregoing, the Company, and after the Effective Time the Surviving Corporation, shall advance expenses incurred with respect to the foregoing, as they are incurred, to the fullest extent permitted under applicable law, provided that the person on whose behalf the expenses are advanced provides and undertakes (which need not be secured) to repay such advances if it is ultimately determined that such person is not entitled to indemnification. 5.11.2 The Surviving Corporation shall use its best efforts to cause to be maintained in effect for not less than six years from the Effective Time the current policies of directors, ’ and officers, ’ and fiduciary liability insurance maintained by Apogent with respect to claims arising from facts or events which occurred on or before the Company Effective Time (including those related to this Agreement and its subsidiaries (provided the transactions contemplated hereby); provided, that the Surviving Corporation may substitute therefor policies of at least the same coverage and amounts containing terms and conditions which are no less advantageous so long as no lapse in coverage occurs as a result to former officers and directors of such substitutionApogent) only with respect to all matters, including the transactions contemplated hereby, occurring prior to and including claims arising from facts or events which occurred at or before the Effective Time; provided thatand provided, in further, that if the event that any Claim or Claims are asserted or made within such six-year period, such insurance shall be continued in respect of any such Claim or Claims until final disposition of any and all such Claims; provided further that the Surviving Corporation shall not be required to pay annual premiums in excess of 200% of the Company's total current aggregate annual premiums for such insurance policies at any time during such period will exceed 300% of the per annum premium rate paid by Apogent and if its Subsidiaries as of the Surviving Corporation is unable date hereof for such policies, then Fxxxxx shall only be required to obtain the insurance required by this Section 5.11 it shall obtain provide such coverage as much comparable insurance as can will then be obtained for available at an annual premium equal to 300% of such rate. (c) Notwithstanding anything herein to the contrary and to the maximum amountextent permitted by Applicable Laws, if any claim, action, suit, proceeding or investigation is made or brought against any Indemnified Party on or prior to the sixth anniversary of the Effective Time, the provisions of this Section 5.5 shall continue in effect until the final disposition of such claim, action, suit, proceeding or investigation. (d) If Fxxxxx, the Surviving Corporation or any of their respective successors or assigns (i) shall 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) shall transfer all or substantially all of its properties or assets to any Person, then, in each case, Fxxxxx shall take such action as may be necessary so that such Person shall assume all of the applicable obligations set forth in this Section 5.5. (e) The provisions of this Section 5.5 are (i) intended to be for the benefit of, and shall be enforceable by, each Indemnified Party, his or her heirs and representatives and (ii) in addition to, and not in substitution for, any other rights to indemnification or contribution that any such Person may have by contract or otherwise.

Indemnification and Insurance. 5.11.1 The (a) From and after the Effective Time, Acquiror and the Surviving Company agree that they shall indemnify and hold harmless, and after the Effective Time the Surviving Corporation shall indemnify and hold harmless, harmless each present and former employee, agent, director or and officer of the Company and each of its subsidiaries (the "Indemnified Parties") from and Subsidiaries against any and all claims costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred in connection with any Action, whether civil, criminal, administrative or investigative, arising out of or pertaining to matters existing or occurring at or prior to the Effective Time, whether asserted or claimed prior to, at or after the Effective Time, to the fullest extent that the Company or its Subsidiaries, as the case may be, would have been permitted under applicable Law and its certificate of incorporation, bylaws or other organizational documents in connection with activities, effect on the date of this Agreement to indemnify such Person (including without limitation, the transactions contemplated by this Agreement, in such capacity, or on behalf of, or at the request advancing of the Company, its subsidiaries or affiliates, expenses as incurred to the fullest extent permitted under Delaware law (subject to applicable limitations thereunder) and in additionLaw). Without limiting the foregoing, to the fullest extent provided in their respective charters or Bylaws (subject to applicable limitations thereunder) or any contract or other arrangement in effect at the date hereof which obligations shall survive the Merger Acquiror shall, and shall continue in full force cause the Surviving Company and effect its Subsidiaries to, (i) maintain for a period of not less than six years from the Effective Time provisions in its certificate of incorporation (if applicable), 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 certificates of incorporation (if applicable), bylaws and other organizational 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 Law. Acquiror shall assume, and be liable for, and shall cause the Surviving Company and their respective Subsidiaries to honor, each of the covenants in this Section 7.02. (b) For a period of six years from the Effective Time, Acquiror shall, or shall cause one or more of its Subsidiaries to, maintain in effect directors’ and officers’ liability insurance 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 agents or representatives) on terms not less favorable than the terms of such current insurance coverage, except that in no event shall Acquiror or its Subsidiaries be required to pay an annual premium for such insurance in excess of 300% of the aggregate annual premium payable by the Company and its Subsidiaries for such insurance policy for the year ended December 31, 2018; provided, however, that (i) Acquiror 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 or claims (a "Claim or Claims") are asserted or made within such six year period, all rights to indemnification in respect of any such Claim or Claims shall continue until disposition of any and all such Claims. Without limiting the foregoing, the Company, and after the Effective Time the Surviving Corporation, shall advance expenses incurred with respect to the foregoing, as they are incurred, to the fullest extent permitted under applicable law, provided that the person on whose behalf the expenses are advanced provides and undertakes (which need not be secured) to repay such advances if it is ultimately determined that such person is not entitled to indemnification. 5.11.2 The Surviving Corporation shall use its best efforts to cause to be maintained in effect for not less than six years from the Effective Time the current policies of directors, and officers, liability insurance maintained by the Company and its subsidiaries (provided that the Surviving Corporation may substitute therefor policies of at least the same coverage containing terms and conditions which are no less advantageous so long as no lapse in coverage occurs as a result of such substitution) with respect to all matters, including the transactions contemplated hereby, occurring prior to and including the Effective Time; provided that, in the event that any Claim or Claims are asserted or made within such six-year period, such any insurance required to be maintained under this Section 7.02 shall be continued in respect of any such Claim or Claims claim until the final disposition thereof. (c) Notwithstanding anything contained in this Agreement to the contrary, this Section 7.02 shall survive the consummation of any the Merger indefinitely and shall be binding, jointly and severally, on Acquiror and the Surviving Company and all such Claims; provided further that successors and assigns of Acquiror and the Surviving Corporation Company. In the event that Acquiror, the Surviving Company or any of their respective successors or assigns consolidates with or merges into any other Person and shall not be required 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 pay annual premiums any Person, then, and in excess each such case, Acquiror and the Surviving Company shall ensure that proper provision shall be made so that the successors and assigns of 200% Acquiror or the Surviving Company, as the case may be, shall succeed to the obligations set forth in this Section 7.02. The obligations of Acquiror and the Surviving Company under this Section 7.02 shall not be terminated or modified in such a manner as to materially and adversely affect any present and former director and officer of the Company's total current annual premiums for such insurance Company and if the Surviving Corporation is unable each of its Subsidiaries to obtain the insurance required by whom this Section 5.11 it shall obtain as much comparable insurance as can be obtained for an annual premium equal to such maximum amount7.02 applies without the consent of the affected Person.

Indemnification and Insurance. 5.11.1 The Company shall indemnify (a) Parent and hold harmlessMerger Sub agree that all rights to indemnification, exculpation and after advancement of expenses existing in favor of the Effective Time the Surviving Corporation shall indemnify current or former directors, officers, employees and hold harmless, each present and former employee, agent, director or officer agents of the Company or any of its Subsidiaries and its subsidiaries (the "Indemnified Parties") from and against any and all claims arising out of or in connection with activities, including without limitation, the transactions contemplated by this Agreement, in such capacity, or on behalf of, or other Persons serving at the request of the CompanyCompany in such capacity or any other capacity with another corporation, its subsidiaries partnership, joint venture, trust or affiliates, to the fullest extent permitted under Delaware law other enterprise (subject to applicable limitations thereundereach an “Indemnified Person”) and in addition, to the fullest extent as provided in their respective charters the Company’s Certificate of Incorporation or Bylaws Bylaws, or the articles of organization, bylaws or similar constituent documents of any of the Company’s Subsidiaries, or under any agreement filed as an exhibit to a Company SEC Document filed at least two (subject 2) Business Days prior to applicable limitations thereunder) or any contract or other arrangement in effect at the date hereof which obligations or listed on Section 3.17 of the Disclosure Letter, as in effect as of the date hereof with respect to matters occurring prior to or at the Effective Time shall survive the Merger and shall continue in full force and effect for a period of not less than six (6) years from following the Effective Time; provided, however, that if any claim or claims (a "Claim or Claims") are asserted or made within such six year period, all rights to indemnification in respect of any such Claim or Claims shall continue Time and until the final disposition of any and all action, suit or proceeding commenced during such Claims. Without limiting the foregoing, the Company, period. (b) From and after the Effective Time Time, Parent and the Surviving Corporation, shall advance expenses incurred with respect to the foregoing, as they are incurred, to the fullest extent permitted under applicable law, provided that the person on whose behalf the expenses are advanced provides and undertakes (which need not be secured) to repay such advances if it is ultimately determined that such person is not entitled to indemnification. 5.11.2 The Surviving Corporation shall use its best efforts to cause to be maintained in effect for not less than a period of six (6) years from after the Effective Time Time, in respect of acts or omissions occurring prior to or at the current Effective Time, policies of directors, ’ and officers, ’ liability insurance maintained (which may take the form of an extended reporting period, endorsement or policy) covering the Persons currently covered by the Company Company’s existing directors’ and its subsidiaries (provided that the Surviving Corporation may substitute therefor officers’ liability insurance policies of in an amount and scope at least as favorable as the same coverage containing terms and conditions which are no less advantageous so long as no lapse in coverage occurs as a result of such substitution) with respect to all mattersCompany’s existing policies; provided, including the transactions contemplated herebyhowever, occurring prior to and including the Effective Time; provided that, in the event that any Claim or Claims are asserted or made within such six-year period, such insurance shall be continued in respect of any such Claim or Claims until final disposition of any and all such Claims; provided further that the Surviving Corporation shall not be required to pay an annual premiums premium for such policies in excess of 200% of the Company's total current last annual premiums premium paid by the Company prior to the date of this Agreement (the “Maximum Premium”). If the Surviving Corporation’s existing directors’ and officers’ insurance policy expires or is cancelled prior to the sixth anniversary of the Effective Time or if the premium for such insurance and if policies exceeds the Maximum Premium, then the Surviving Corporation is unable shall obtain, and Parent shall cause the Surviving Corporation to obtain the insurance required by this Section 5.11 it shall obtain obtain, as much comparable directors’ and officers’ liability insurance coverage as can be obtained for the remainder of such six-year period for an annual annualized premium equal not in excess of the Maximum Premium, on terms and conditions no less favorable to the Indemnified Persons as the Company’s directors’ and officers’ liability insurance policies as of the date of this Agreement. Prior to the Effective Time, notwithstanding anything to the contrary in this Agreement, and in lieu of the foregoing coverage, the Company may purchase a six-year “tail” prepaid policy on the directors’ and officers’ liability insurance policies on terms and conditions no less advantageous than the directors’ and officers’ liability insurance policies, provided that the amount paid by the Company for such maximum amount“tail” policy shall not exceed $1,200,000. 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 5.06(b) for so long as such “tail” policy shall be maintained in full force and effect. (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 claim, action, suit, proceeding or investigation (whether arising before, at or after the Effective Time) has been made against such Indemnified Person, the provisions of this Section 5.06 shall continue in effect until the final disposition of such claim, action, suit, proceeding or investigation. (d) This Section 5.06 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 of conveys all or substantially all of its properties and assets to any Person, then, and in each such case, proper provision shall be made so that the successors and assigns of the Surviving Corporation or Parent, as the case may be, shall succeed to the obligations set forth in this Section 5.06. In addition, the Surviving Corporation shall not distribute, sell, transfer or otherwise dispose of any of its assets in a manner that would reasonably be expected to render the Surviving Corporation unable to satisfy its obligations under this Section 5.06.

Indemnification and Insurance. 5.11.1 The (a) From and after the Effective Time, Acquiror and the Surviving Company shall indemnify and hold harmless, and after the Effective Time the Surviving Corporation shall indemnify and hold harmless, harmless each present and former employee, agent, director or and officer of the Company and its subsidiaries (the "Indemnified Parties") from and against any and all claims costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred in connection with any Action arising out of or in connection with activitiespertaining to matters existing or occurring at or prior to the Effective Time, including without limitationwhether asserted or claimed prior to, at or after the Effective Time, to the fullest extent that the Company would have been permitted under applicable Law, the transactions contemplated by Existing Company LLCA and indemnification agreements in effect on the date of this Agreement, Agreement to indemnify such Person (and advance expenses as incurred in such capacity, or on behalf of, or at the request defense of the Company, its subsidiaries or affiliates, any Action to the fullest extent permitted under Delaware law (subject to applicable limitations thereunder) and in additionLaw). Without limiting the foregoing, to the fullest extent provided in their respective charters or Bylaws (subject to applicable limitations thereunder) or any contract or other arrangement in effect at the date hereof which obligations shall survive the Merger Acquiror shall, and shall continue in full force and effect cause the Surviving Company to, for a period of not less than six years from the Effective Time, (i) maintain provisions in its certificate of incorporation, bylaws, and indemnification agreements, to the extent applicable, concerning the indemnification and exculpation (and provisions relating to expense advancement) of officers and directors that are no less favorable to those Persons than the provisions of the Existing Company LLC Agreement, and such indemnification agreements, to the extent applicable, 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. Acquiror shall assume, and be liable for, and shall cause the Surviving Company and its Subsidiaries to honor, each of the covenants in this Section 7.02. (b) For a period of six years from the Effective Time, Acquiror shall, or shall cause one or more of its Subsidiaries to, maintain in effect directors’ and officers’ liability insurance covering those Persons who are currently covered by the Company’s directors’ and officers’ liability insurance policies (true, correct and complete copies of which have been heretofore made available to Acquiror or its agents or Representatives) on terms not less favorable than the terms provided to then-current directors and officers of the Acquiror; provided, however, that if any claim or claims (i) Acquiror may cause coverage to be extended under the current directors’ and officers’ liability insurance by obtaining a "Claim or Claims") are asserted or made within six-year “tail” policy containing terms not materially less favorable than the terms of such six year period, all rights to indemnification in respect of any such Claim or Claims shall continue until disposition of any and all such Claims. Without limiting the foregoing, the Company, and after the Effective Time the Surviving Corporation, shall advance expenses incurred current insurance coverage with respect to the foregoing, as they are incurred, claims existing or occurring at or prior to the fullest extent permitted under applicable lawEffective Time, provided that the person on whose behalf aggregate cost of such tail policy (together with any insurance purchased pursuant to Section 7.09) shall not exceed $450,000 without the expenses are advanced provides and undertakes (which need not be secured) to repay such advances if it is ultimately determined that such person is not entitled to indemnification. 5.11.2 The Surviving Corporation shall use its best efforts to cause to be maintained in effect for not less than six years from the Effective Time the current policies prior written consent of directors, and officers, liability insurance maintained by the Company and its subsidiaries any such cost shall be deemed to be a Transaction Expense; and (provided that the Surviving Corporation may substitute therefor policies of at least the same coverage containing terms and conditions which are no less advantageous so long as no lapse in coverage occurs as a result of such substitutionii) with respect to all matters, including the transactions contemplated hereby, occurring prior to and including the Effective Time; provided that, in the event that if any Claim or Claims are claim is asserted or made within such six-year period, such any insurance required to be maintained under this Section 7.02 shall be continued in respect of any such Claim or Claims claim until the final disposition thereof. (c) This Section 7.02 shall survive the consummation of any the Merger indefinitely and shall be binding, jointly and severally, on Acquiror and the Surviving Company and all such Claims; provided further that successors and assigns of Acquiror and the Surviving Corporation Company. In the event that Acquiror, the Surviving Company or any of their respective successors or assigns consolidates with or merges into any other Person and shall not be required 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 pay annual premiums any Person, then, and in excess each such case, Acquiror and the Surviving Company shall ensure that proper provision shall be made so that the successors and assigns of 200% Acquiror or the Surviving Company, as the case may be, shall succeed to the obligations set forth in this Section 7.02. The obligations of Acquiror and the Surviving Company under this Section 7.02 shall not be terminated or modified in such a manner as to materially and adversely affect any present and former director and officer of the Company's total current annual premiums for such insurance and if Company without the Surviving Corporation is unable to obtain consent of the insurance required by this Section 5.11 it shall obtain as much comparable insurance as can be obtained for an annual premium equal to such maximum amountaffected Person.

Indemnification and Insurance. 5.11.1 The Company (a) For a period of six (6) years after the First Merger Effective Time, New PubCo agrees that it shall indemnify and hold harmless, and after the Effective Time the Surviving Corporation shall indemnify and hold harmless, harmless each present and former employeedirector, agent, director or officer and manager of Acquiror Group and the Company and its subsidiaries (the "Indemnified Parties") from and against any and all claims costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred in connection with any Action, whether civil, criminal, administrative or investigative, arising out of or in connection with activitiespertaining to matters existing or occurring at or prior to the First Merger Effective Time, including without limitationwhether asserted or claimed prior to, at or after the transactions contemplated by this AgreementFirst Merger Effective Time, in such capacity, or on behalf of, or at to the request fullest extent that each of the Acquiror Group and the Company, as the case may be, would have been permitted under applicable Law and its subsidiaries or affiliates, respective 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 under Delaware law (subject applicable Law). Notwithstanding the foregoing, New PubCo shall not have any obligation to applicable limitations thereunder) and in additionindemnify, reimburse or otherwise “gross-up” any Person for any Tax incurred pursuant to Section 409A or 4999 of the fullest extent provided in their respective charters Code with respect to any payments made at or Bylaws (subject to applicable limitations thereunder) or any contract or other arrangement in effect at after the date hereof which obligations First Merger Effective Time. Without limiting the foregoing, New PubCo shall survive the Merger and shall continue in full force and effect for a period of not less than six (6) years from the First Merger Effective Time (i) maintain provisions in its Organizational Documents concerning the indemnification and exoneration (including provisions relating to expense advancement) of officers, directors and managers that are no less favorable to those Persons than the provisions of such Organizational Documents of each of member of the Acquiror Group and the Company 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. (b) For a period of six (6) years from the First Merger Effective Time, New PubCo shall maintain in effect directors’ and officers’ liability insurance covering those Persons who are currently covered by the directors’ and officers’ liability insurance policies of the Acquiror Group and the Company for liability prior to the date hereof, on terms not less favorable than the terms of such current insurance coverage; provided, however, that (i) in no event shall New PubCo be required to pay an annual premium for such insurance in excess of 250% of the aggregate combined annual premiums payable by Acquiror Group and the Company for such insurance coverage for their respective directors and officers for the year ended December 31, 2022 (the “Maximum Annual Premium”), (ii) New PubCo may cause coverage to be extended under the current directors’ and officers’ liability insurance by obtaining a six (6)-year “tail” policy containing terms no less favorable than the terms of such current insurance coverage with respect to claims existing or occurring at or prior to the First Merger Effective Time so long as the aggregate cost for such “tail policy” does not exceed the Maximum Annual Premium; and (iii) if any claim or claims (a "Claim or Claims") are is asserted or made within such six year (6)-year period, all rights to indemnification in respect of any such Claim or Claims shall continue until disposition of any and all such Claims. Without limiting the foregoing, the Company, and after the Effective Time the Surviving Corporation, shall advance expenses incurred with respect to the foregoing, as they are incurred, to the fullest extent permitted under applicable law, provided that the person on whose behalf the expenses are advanced provides and undertakes (which need not be secured) to repay such advances if it is ultimately determined that such person is not entitled to indemnification. 5.11.2 The Surviving Corporation shall use its best efforts to cause insurance required to be maintained in effect for not less than six years from the Effective Time the current policies of directors, and officers, liability insurance maintained by the Company and its subsidiaries (provided that the Surviving Corporation may substitute therefor policies of at least the same coverage containing terms and conditions which are no less advantageous so long as no lapse in coverage occurs as a result of such substitution) with respect to all matters, including the transactions contemplated hereby, occurring prior to and including the Effective Time; provided that, in the event that any Claim or Claims are asserted or made within such six-year period, such insurance under this Section 7.10 shall be continued in respect of any such Claim or Claims claim until the final disposition of any and all such Claims; provided further that thereof. If the Surviving Corporation shall not be required to pay annual premiums in excess of 200% of such insurance coverage exceed the Maximum Annual Premium, then New PubCo will be obligated to obtain a policy with the greatest coverage available for a cost not exceeding the Maximum Annual Premium from an insurance carrier with the same or better credit rating as the Company's total ’s current annual premiums for such directors’ and officers’ liability insurance and if the Surviving Corporation carrier. If Acquiror is unable to obtain the “tail” policy or the insurance required by described in this Section 5.11 it shall 7.10(b) for an amount less than or equal to the Maximum Annual Premium, Acquiror will instead obtain as much comparable insurance as can be obtained possible for an annual premium equal to the Maximum Annual Premium. (c) Notwithstanding anything contained in this Agreement to the contrary, this Section 7.10 shall survive the consummation of the Mergers indefinitely and shall be binding on New PubCo and all successors and assigns of New PubCo. In the event that New 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 maximum amountconsolidation or merger or transfers or conveys all or substantially all of its properties and assets to any Person, then, and in each such case, New PubCo shall ensure that proper provision shall be made so that the successors and assigns of Acquiror shall succeed to the obligations set forth in this Section 7.10.

Indemnification and Insurance. 5.11.1 The (a) Purchaser agrees that all rights to indemnification by the Company shall indemnify and hold harmlessnow existing in favor of each person who is now, and after or has been at any time prior to the date hereof or who becomes prior to the Effective Time the Surviving Corporation shall indemnify and hold harmless, each present and former employee, agent, an officer or director or officer of the Company and its subsidiaries or any Company Subsidiary or an employee of the Company or any Company Subsidiary or who acts as a fiduciary under any of the Company Employee Benefit Plans (each an “Indemnified Party”) as provided in the "Indemnified Parties") from and against any and all claims arising out Company’s certificate of incorporation or bylaws, in connection with activities, including without limitation, each case as in effect on the transactions contemplated by date of this Agreement, or pursuant to any other agreements in such capacityeffect on the date hereof, or on behalf ofcopies of which have been made available to Purchaser, or at the request of the Company, its subsidiaries or affiliates, including provisions relating to the fullest extent permitted under Delaware law (subject to applicable limitations thereunder) and advancement of expenses incurred in additionthe defense of any action or suit, to the fullest extent provided in their respective charters or Bylaws (subject to applicable limitations thereunder) or any contract or other arrangement in effect at the date hereof which obligations shall survive the Merger Transactions and shall continue remain in full force and effect. (b) For six years after the Effective Time, to the full extent permitted under applicable Law, 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 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 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 from after the Effective Time, but only to the extent related to actions or omissions prior to the Effective Time; provided, however, that if any claim or claims (a "Claim or Claims") are asserted or made within such six year period, all rights to indemnification in respect of any such Claim or Claims shall continue until disposition of any and all such Claims. Without limiting the foregoing, the Company, and after the Effective Time the Surviving Corporation, shall advance expenses incurred with respect to the foregoing, as they are incurred, to the fullest extent permitted under applicable law, provided that the person on whose behalf the expenses are advanced provides and undertakes (which need not be securedi) to repay such advances if it is ultimately determined that such person is not entitled to indemnification. 5.11.2 The Surviving Corporation shall use its best efforts to cause to be maintained in effect for not less than six years from the Effective Time the current policies of directors, and officers, liability insurance maintained by the Company and its subsidiaries (provided that the Surviving Corporation may substitute therefor policies of at least the same coverage and amounts containing terms and conditions which are no less advantageous so long as no lapse to directors or officers and (ii) such substitution shall not result in gaps or lapses of coverage occurs as a result of such substitution) with respect to all matters, including the transactions contemplated hereby, matters occurring prior to and including the Effective Time; provided thatprovided, further, that in no event shall the event Company expend more than an amount per year equal to 300% of current annual premiums paid by the Company for such insurance (the “Maximum Amount”) to maintain or procure insurance coverage pursuant hereto; and provided, further, that any Claim if the amount of the annual premiums necessary to maintain or Claims are asserted or made within procure such insurance coverage exceeds the Maximum Amount, the Company shall procure and maintain for such six-year period, such insurance shall be continued in respect of any such Claim or Claims until final disposition of any period as much coverage as reasonably practicable for the Maximum Amount. Purchaser acknowledges and all such Claims; provided further agrees that the Surviving Corporation 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 5.7(c). (d) The obligations of the Company under this Section 5.7 shall survive the consummation of the Transactions and shall not be required terminated or modified in such a manner as to pay annual premiums in excess of 200% of the Company's total current annual premiums for such insurance and if the Surviving Corporation is unable adversely affect any Indemnified Party to obtain the insurance required by whom this Section 5.11 5.7 applies without the consent of such affected Indemnified Party (it being expressly agreed that the Indemnified Parties to whom this Section 5.7 applies shall obtain as much comparable insurance as can be obtained for an annual premium equal third party beneficiaries of this Section 5.7, each of whom may enforce the provisions of this Section 5.7). (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 properties and assets to any Person, then, and in each such maximum amountcase, proper provision shall be made so that the successors and assigns of or the Company shall assume the obligations set forth in this Section 5.7.

Indemnification and Insurance. 5.11.1 The Company (a) For six years after the Effective Time, Holdco shall indemnify and hold harmlessharmless and advance expenses to, and after to the greatest extent permitted by law as of the date of this Agreement, the individuals who at or prior to the Effective Time the Surviving Corporation shall indemnify were officers and hold harmlessdirectors of Hanover, each present and former employee, agent, director Universal or officer of the Company and its subsidiaries (the "Indemnified Parties") from and against any and their respective Subsidiaries with respect to all claims arising out of acts or omissions by them in connection with activities, including without limitation, the transactions contemplated by this Agreement, in their capacities as such capacity, or on behalf of, or taken at the request of the CompanyHanover, its subsidiaries Universal or affiliates, any of their respective Subsidiaries at any time prior to the fullest extent permitted Effective Time. Holdco will honor all indemnification agreements, expense advancement and exculpation provisions with the indemnitees identified in the preceding sentence (including under Delaware law (subject to applicable limitations thereunderHanover’s or Universal’s certificate of incorporation or by-laws) and in addition, to the fullest extent provided in their respective charters or Bylaws (subject to applicable limitations thereunder) or any contract or other arrangement in effect at as of the date hereof which obligations shall survive in accordance with the Merger terms thereof. Each of Universal and shall continue in full force and effect for Hanover has disclosed to the other party all such indemnification agreements prior to the date hereof. (b) For a period of not less than six years from after the Effective Time; provided, however, that if any claim or claims (a "Claim or Claims") are asserted or made within such six year period, all rights to indemnification in respect of any such Claim or Claims Holdco shall continue until disposition of any and all such Claims. Without limiting the foregoing, the Company, and after the Effective Time the Surviving Corporation, shall advance expenses incurred with respect to the foregoing, as they are incurred, to the fullest extent permitted under applicable law, provided that the person on whose behalf the expenses are advanced provides and undertakes (which need not be secured) to repay such advances if it is ultimately determined that such person is not entitled to indemnification. 5.11.2 The Surviving Corporation shall use its best efforts to cause to be maintained in effect for not less than six years from officers’ and directors’ liability insurance covering all officers and directors of Hanover and Universal who are, or at any time prior to the Effective Time the current policies of were, covered by Hanover’s or Universal’s existing officers’ and directors, and officers, ’ liability insurance maintained by the Company and its subsidiaries (provided that the Surviving Corporation may substitute therefor policies of at least the same coverage containing on terms and conditions which are substantially no less advantageous so long as no lapse in coverage occurs as a result of to such substitution) with respect to all matterspersons than such existing insurance, including the transactions contemplated hereby, occurring prior to and including the Effective Time; provided that, in the event that any Claim or Claims are asserted or made within such six-year period, such insurance shall be continued in respect of any such Claim or Claims until final disposition of any and all such Claims; provided further that the Surviving Corporation Holdco shall not be required to pay annual premiums in excess of 200% of the Company's total current last annual premiums premium paid by Hanover or Universal, as applicable, prior to the date of this Agreement (the amount of which premium is set forth in Section 7.13 of each the Hanover Disclosure Letter and the Universal Disclosure Letter), but in such case shall purchase as much coverage as reasonably practicable for such insurance and if amount. (c) The rights of each person identified in Section 7.13(a) shall be in addition to any other rights such person may have under the Surviving Corporation is unable to obtain the insurance required by certificate of incorporation or bylaws of Hanover or any of its Subsidiaries, under Applicable Law or otherwise. The provisions of this Section 5.11 it 7.13 shall obtain as much comparable insurance as can survive the consummation of the Mergers and expressly are intended to benefit each such person. (d) In the event Holdco or any of its successors or assigns (i) consolidates with or merges into any other person and shall not be obtained for an annual premium equal 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 such maximum amountany person, then proper provision shall be made so that the successors and assigns of Holdco shall assume the obligations set forth in this Section 7.13.

Indemnification and Insurance. 5.11.1 The Company shall indemnify and hold harmless, and (a) For six (6) years after the Effective Time Time, Parent and the Surviving Corporation shall indemnify honor and hold harmless, each present fulfill in all respects the obligations of the Company and its Subsidiaries under any and all indemnification agreements in effect immediately prior to the Effective Time between the Company or any of its Subsidiaries and any of its current or former employee, agent, directors and officers and any Person who becomes a director or officer of the Company or any of its Subsidiaries prior to the Effective Time (each, an “Indemnified Party” and its subsidiaries (collectively, the "“Indemnified Parties") from and against any and all claims arising out of or in connection with activities, including without limitation, the transactions contemplated by this Agreement, in such capacity, or on behalf of, or at the request of the Company, its subsidiaries or affiliates, to the fullest extent permitted under Delaware law (subject to applicable limitations thereunder) and in ”). In addition, to the fullest extent provided in their respective charters or Bylaws (subject to applicable limitations thereunder) or any contract or other arrangement in effect at the date hereof which obligations shall survive the Merger and shall continue in full force and effect for a period of not less than six (6) years from following the Effective Time, Parent shall cause the articles or certificate of incorporation and bylaws or 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 other similar organizational documents) of the Company and its Subsidiaries immediately prior to the Effective Time, and during such six (6) year period, such provisions shall 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, Parent 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 events that occurred at or prior to the Effective Time (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 on terms with respect to coverage and amounts that are no less favorable than those terms in effect on the date hereof; provided, however, that if any claim in no event shall Parent or claims (a "Claim or Claims") are asserted or made within such six year period, all rights to indemnification in respect of any such Claim or Claims shall continue until disposition of any and all such Claims. Without limiting the foregoing, the Company, and after the Effective Time the Surviving Corporation, shall advance expenses incurred with respect to the foregoing, as they are incurred, to the fullest extent permitted under applicable law, provided that the person on whose behalf the expenses are advanced provides and undertakes (which need not be secured) to repay such advances if it is ultimately determined that such person is not entitled to indemnification. 5.11.2 The Surviving Corporation shall use its best efforts to cause to be maintained in effect for not less than six years from the Effective Time the current policies of directors, and officers, liability insurance maintained by the Company and its subsidiaries (provided that the Surviving Corporation may substitute therefor policies of at least the same coverage containing terms and conditions which are no less advantageous so long as no lapse in coverage occurs as a result of such substitution) with respect to all matters, including the transactions contemplated hereby, occurring prior to and including the Effective Time; provided that, in the event that any Claim or Claims are asserted or made within such six-year period, such insurance shall be continued in respect of any such Claim or Claims until final disposition of any and all such Claims; provided further that the Surviving Corporation shall not be required to pay an annual premiums premium in excess of 200% of the Company's total current annual premiums premium paid by the Company for such insurance (the “Maximum Annual Premium”), which annual premium is set forth on Schedule 6.10(b) of the Company Disclosure Schedule; and provided, further, that if the annual premium for such insurance coverage exceeds the Maximum Annual Premium, Parent and the Surviving Corporation is unable shall be obligated to obtain a policy with the insurance required by greatest coverage available for a cost not exceeding the Maximum Annual Premium. Notwithstanding anything in this Section 5.11 it 6.10(b) to the contrary, Parent may fulfill its (and the Surviving Corporation’s) obligations under this Section 6.10(b) by purchasing a director’s and officer’s insurance policy or a “tail” policy under the D&O Policy, in either case which (i) has an effective term of six (6) years from the Effective Time, (ii) covers only those Persons who are currently covered by the D&O Policy and only for actions and omissions occurring on or prior to the Effective Time and (iii) contains terms with respect to coverage and amounts that are no less favorable than those contained in the D&O Policy. (c) The obligations under this Section 6.10 shall obtain not be terminated, amended or otherwise modified in such a manner as much comparable insurance 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, successors and assignees) without the prior written consent of such Indemnified Party or other Person who is a beneficiary under the D&O Policy or such “tail” policy (and their heirs, successors and assignees). Each Indemnified Party or other Person who is a beneficiary under the D&O Policy or such “tail” policy (and their heirs, successors and assignees) are intended to be third party beneficiaries of this Section 6.10, with full rights of enforcement as can if a party hereto. The rights of each Indemnified Party (and other Person who is a beneficiary under the D&O Policy or such “tail” policy (and their heirs, successors and assignees)) under this Section 6.10 shall be obtained for an annual premium equal 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 indemnification agreements to which such maximum amountIndemnified Party or other Person is a party, or applicable Law (whether in a proceeding at Law or in equity). (d) In the event that Parent, the Surviving Corporation or any of their respective Subsidiaries (or any of their respective successors or assigns) consolidates or merges with any other Person and is not the continuing or surviving Person 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 so that the continuing or surviving Person (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 6.10.

Indemnification and Insurance. 5.11.1 The Company (a) From and after the First Effective Time, Acquiror agrees that it shall indemnify and hold harmless, and after the Effective Time the Surviving Corporation shall indemnify and hold harmless, harmless each present and former employeedirector, agent, director or manager and officer of the Company and its subsidiaries (the "Indemnified Parties") from Acquiror and each of their respective Subsidiaries against any and all claims costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred in connection with any Action, whether civil, criminal, administrative or investigative, arising out of or in connection with activitiespertaining to matters existing or occurring at or prior to the First Effective Time, including without limitationwhether asserted or claimed prior to, at or after the transactions contemplated by this AgreementFirst Effective Time, in such capacity, or on behalf of, or at to the request of fullest extent that the Company, its subsidiaries Acquiror or affiliatestheir 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 Delaware law applicable Law). Without limiting the foregoing, Acquiror shall cause the Surviving Entity and each of its Subsidiaries to (subject to applicable limitations thereunderi) and in addition, to the fullest extent provided in their respective charters or Bylaws (subject to applicable limitations thereunder) or any contract or other arrangement in effect at the date hereof which obligations shall survive the Merger and shall continue in full force and effect maintain for a period of not less than six years from the First Effective TimeTime provisions in its Governing Documents concerning the indemnification, exculpation 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 Law. (b) Acquiror shall use reasonable best efforts to 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 First Effective Time (a “D&O Tail”); provided, however, that (i) if any claim or claims (Acquiror is unable to obtain such D&O Tail, then for a "Claim or Claims") are asserted or made within such six year period, all rights to indemnification in respect period of any such Claim or Claims shall continue until disposition of any and all such Claims. Without limiting the foregoing, the Company, and after the Effective Time the Surviving Corporation, shall advance expenses incurred with respect to the foregoing, as they are incurred, to the fullest extent permitted under applicable law, provided that the person on whose behalf the expenses are advanced provides and undertakes (which need not be secured) to repay such advances if it is ultimately determined that such person is not entitled to indemnification. 5.11.2 The Surviving Corporation shall use its best efforts to cause to be maintained in effect for not less than six years from the First Effective Time the current policies Time, Acquiror shall, or shall cause one or more of its Subsidiaries to, maintain in effect directors, ’ and officers, ’ liability insurance maintained covering those Persons who are currently covered by Acquiror’s directors’ and officers’ liability insurance policies on terms not less favorable than the Company and its subsidiaries (provided that the Surviving Corporation may substitute therefor policies of at least the same coverage containing terms and conditions which are no less advantageous so long as no lapse in coverage occurs as a result of such substitutioncurrent insurance coverage and (ii) with respect to all matters, including the transactions contemplated hereby, occurring prior to and including the Effective Time; provided that, in the event that if any Claim or Claims are claim is asserted or made within such six-year period, such any insurance required to be maintained under this Section 8.01 shall be continued in respect of any such Claim or Claims claim until the final disposition thereof. Notwithstanding the foregoing, in no event shall Acquiror be required to expend an annual premium for such D&O Tail in excess of 500% of the last annual payment made by Acquiror for such directors’ and officers’ liability insurance policies currently in effect as of the date hereof and, in such event, Acquiror shall purchase the maximum coverage available given the foregoing limitation. (c) For a period of six years from the First Effective Time, Acquiror shall, or shall cause one or more of its Subsidiaries to, maintain in effect directors’ and officers’ liability insurance covering those Persons who are currently covered by the Company’s or any of its Subsidiaries’ directors’ and officers’ liability insurance policies (true, correct and complete copies of which have been heretofore made available to Acquiror or its agents or Representatives) on terms not less favorable than the terms of such current insurance coverage; provided, however, that (i) Acquiror may cause coverage to be extended under the current directors’ and officers’ liability insurance by obtaining a six-year D&O Tail 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 First 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 8.01 shall be continued in respect of such claim until the final disposition thereof. Notwithstanding the foregoing, in no event shall Acquiror be required to expend an annual premium for such D&O Tail in excess of 500% of the last annual payment made by the Company or any of its Affiliates for such directors’ and officers’ liability insurance policies currently in effect as of the date hereof and, in such event, Acquiror shall purchase the maximum coverage available given the foregoing limitation. (d) 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 shareholders, members, or other Affiliates of such shareholders or members (“Indemnitee Affiliates”) separate from the indemnification obligations of Acquiror, the Company and their respective Subsidiaries hereunder. The Parties hereby agree (i) that Acquiror, the Company and their respective Subsidiaries are the indemnitors of first resort (i.e., their 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 Acquiror, the Company and their respective Subsidiaries shall be required to advance the full amount of expenses incurred by the 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 settlement to the extent legally permitted and required by 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 such Claims; provided further that claims against the Indemnitee Affiliates for contribution, subrogation or any other recovery of any kind in respect thereof. (e) Notwithstanding anything contained in this Agreement to the contrary, this Section 8.01 shall survive the consummation of the Mergers indefinitely and shall be binding, jointly and severally, on Acquiror, the Surviving Corporation and the Surviving Entity and all successors and assigns of Acquiror and the Surviving Corporation and the Surviving Entity. In the event that Acquiror, the Surviving Corporation, the Surviving Entity or any of their respective successors or assigns consolidates with or merges into any other Person and shall not be required 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 pay annual premiums any Person, then, and in excess each such case, proper provision shall be made so that the successors and assigns of 200% of the Company's total current annual premiums for such insurance and if Acquiror or the Surviving Corporation is unable or the Surviving Entity, as the case may be, shall succeed to obtain the insurance required by obligations set forth in this Section 5.11 it 8.01. (f) Acquiror and the Company shall use their commercially reasonable efforts to ensure that Acquiror shall, with effectiveness as of the First Effective Time, obtain directors’ and officers’ liability insurance covering the Persons who will be directors and officers of Acquiror and its Subsidiaries as much comparable insurance as can be obtained for an annual premium equal to such maximum amountof the First Effective Time and thereafter on terms that are consistent with market standards.

Indemnification and Insurance. 5.11.1 The Company From and after the Effective Time, Parent shall, and shall indemnify cause the Surviving Corporation to, indemnify, defend and hold harmless, and after the Effective Time shall itself indemnify, defend and hold harmless as if it were the Surviving Corporation shall indemnify and hold harmless, each present and former employee, agent, director or officer of the Company and its subsidiaries (the "Indemnified Parties") from and against any and all claims arising out of or in connection with activities, including without limitation, the transactions contemplated by this AgreementCorporation, in such capacity, or on behalf of, or at the request of the Company, its subsidiaries or affiliateseach case, to the fullest extent permitted under Delaware law by applicable Law, the present and former officers, directors and agents (subject to applicable limitations thereundereach an “Indemnified Party”) of the Company against all losses, claims, damages, fines, penalties and liability in addition, respect of acts or omissions occurring at or prior to the fullest extent provided Effective Time (including acts or omissions occurring in their respective charters connection with this Agreement and the transactions contemplated hereby) including amounts paid in settlement or Bylaws compromise with the approval of Parent (subject to applicable limitations thereunder) which approval shall not be unreasonably withheld or any contract or other arrangement in effect at the date hereof which obligations shall survive the delayed). Parent and Merger and shall continue in full force and effect for a period of not less than six years from the Effective Time; provided, however, Sub agree that if any claim or claims (a "Claim or Claims") are asserted or made within such six year period, all rights to exculpation and indemnification for acts or omissions occurring prior to the Effective Time now existing in favor of the Indemnified Parties, as provided in the CCC and the certificate of incorporation and bylaws of the Surviving Corporation will contain provisions with respect to exculpation, indemnification and the advancement of expenses that are at least as favorable to the Indemnified Parties as those contained in the Company Organizational Documents as in effect on the date hereof, which provisions will not, except as required by Law, be amended or modified until expiration of the applicable statute of limitations in any such Claim or Claims shall continue until disposition manner that would adversely affect the rights thereunder of any and all such Claimsthe Indemnified Parties. Without limiting the foregoinggenerality of the preceding sentence, in the Companyevent that any Indemnified Party becomes involved in any actual or threatened action, and suit, claim, proceeding or investigation covered by this Section 6.4 after the Effective Time Time, Parent shall, or shall cause the Surviving Corporation, shall advance expenses incurred with respect to the foregoing, as they are incurredCorporation to, to the fullest extent permitted under applicable by law, provided that promptly advance to such Indemnified Party his or her legal or other expenses (including the person on whose behalf cost of any investigation and preparation incurred in connection therewith), subject to the expenses are providing by such Indemnified Party of an undertaking to reimburse all amounts so advanced provides and undertakes (which need not be secured) to repay such advances if it is ultimately determined in the event of a non-appealable determination of a court of competent jurisdiction that such person Indemnified Party is not entitled to indemnification. 5.11.2 The thereto. For at least six years after the Effective Time, Parent will cause the Surviving Corporation shall use its best efforts to, and Surviving Corporation will, without any lapse in coverage, provide officers’ and directors’ liability insurance in respect of acts or omissions occurring prior to cause to be maintained in effect for not less than six years from the Effective Time covering each such Person currently covered by the current policies of Company’s officers’ and directors, and officers, ’ liability insurance maintained by the Company and its subsidiaries (provided that the Surviving Corporation may substitute therefor policies of at least the same coverage containing policy on terms and conditions which are no less advantageous so long as no lapse in coverage occurs as a result of such substitution) with respect to all matterscoverage and amount no less favorable than those of such policy in effect on the date hereof; provided, including the transactions contemplated hereby, occurring prior to and including the Effective Time; provided that, in the event that any Claim or Claims are asserted or made within such six-year period, such insurance shall be continued in respect of any such Claim or Claims until final disposition of any and all such Claims; provided further that the Surviving Corporation shall not be required obligated to pay expend annual premiums during such period in excess of 200% of the Company's total current per annum rate of the aggregate annual premiums premium currently paid by the Company for such insurance and on the date of this Agreement, provided that if the annual premium for such insurance shall exceed such 200% in any year, the Surviving Corporation is unable shall be obligated to obtain a policy with the insurance required greatest coverage available for a cost not exceeding such amount; provided further, that in the event Parent shall, directly or indirectly, sell all or substantially all of the assets or capital stock of the Surviving Corporation, prior to such sale, Parent shall either assume such obligation or cause a subsidiary of Parent having a net worth substantially equivalent to, or in excess of the net worth of, the Surviving Corporation immediately prior to such sale, to assume such obligation. Parent shall cause the Surviving Corporation to reimburse all expenses, including reasonable attorney’s fees, incurred by any Person to enforce the obligations of Parent and Surviving Corporation under this Section 5.11 it shall obtain as much comparable insurance as can be obtained for an annual premium equal to such maximum amount6.4.

Indemnification and Insurance. 5.11.1 The Company shall indemnify and hold harmless, and (a) For six years after the Effective Time the Surviving Corporation shall indemnify and hold harmless, each present and former employee, agent, director or officer of the Company and its subsidiaries (the "Indemnified Parties") from and against any and all claims arising out of or in connection with activities, including without limitationTime, the transactions contemplated by this Agreement, in such capacity, or on behalf of, or at the request of the Company, its subsidiaries or affiliates, to the fullest extent permitted under Delaware law (subject to applicable limitations thereunder) and in addition, to the fullest extent provided in their respective charters or Bylaws (subject to applicable limitations thereunder) or any contract or other arrangement in effect at the date hereof which obligations shall survive the Merger and shall continue in full force and effect for a period of not less than six years from the Effective Time; provided, however, that if any claim or claims (a "Claim or Claims") are asserted or made within such six year period, all rights to indemnification in respect of any such Claim or Claims shall continue until disposition of any and all such Claims. Without limiting the foregoing, the Company, and after the Effective Time the Surviving Corporation, shall advance expenses incurred with respect to the foregoing, as they are incurredParent shall, to the fullest extent permitted under applicable law, indemnify and hold harmless each person who is now or has been prior to the date hereof or who becomes prior to the Effective Time an officer or director of the Company or any of its Subsidiaries against all losses, claims, damages, costs, expenses (including reasonable counsel fees and expenses), amounts paid in settlement (provided that any such settlement is effected with the person written consent of Parent) or liabilities arising out of acts or omissions occurring at or prior to the Effective Time, whether or not asserted or claimed prior to or at or after the Effective Time, that are based in whole or in part on whose behalf or arising in whole or in part out of the expenses are advanced provides and undertakes (which need not be secured) to repay such advances if it is ultimately determined fact that such person is or was an officer or director of the Company or any Subsidiary. This Section 6.12(a) shall not entitled to indemnificationlimit or otherwise adversely affect any rights any Indemnified Person may have under any agreement with the Company or under the Company's Charters or By-Laws as presently in effect. 5.11.2 The (b) From and after the Effective Time, Parent shall, to the fullest extent permitted under applicable law, cause the Surviving Corporation to assume the obligations of the Company pursuant to any indemnification agreements between the Company and its directors and officers in effect prior to the date of this Agreement (or indemnification agreements in the Company's customary form as of the date hereof for directors joining the Company's Board of Directors prior to the Effective Time) and any indemnification provisions under the Company's Charter or By-Laws as in effect immediately prior to the Effective Time. (c) For a period of six years after the Effective Time, Parent shall use its best efforts to cause to be maintained in effect for not less than six years from effect, subject to the Effective Time terms described on Schedule 6.12(c) of the Disclosure Schedule, the current policies of directors, ' and officers, ' and fiduciary liability insurance maintained by the Company and its subsidiaries (provided that the Surviving Corporation Parent may substitute therefor policies of at least the same coverage and amounts containing terms and conditions which are no less advantageous so long as no lapse in coverage occurs as a result to former officers and directors of such substitutionthe Company) only with respect to all matters, including the transactions contemplated hereby, occurring prior to and including claims arising from facts or events which occurred at or before the Effective Time; provided that, in the event that any Claim or Claims are asserted or made within such six-year period, such insurance shall be continued in respect of any such Claim or Claims until final disposition of any and all such Claims; provided further that the Surviving Corporation shall not be required to pay annual premiums in excess of 200% of the Company's total current annual premiums for such insurance and if the Surviving Corporation is unable to obtain the insurance required by this Section 5.11 it shall obtain as much comparable insurance as can be obtained for an annual premium equal to such maximum amount.

Indemnification and Insurance. 5.11.1 The Company shall indemnify and hold harmless, (a) From and after the Effective Time 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, Parent and the Surviving Corporation shall Entity jointly and severally agree to (i) indemnify and hold harmless, each present and former employee, agent, director or officer of the Company and its subsidiaries (the "Indemnified Parties") from and harmless against any cost or expenses (including attorneys’ fees), judgments, fines, losses, claims, damages or liabilities and all claims arising out of or amounts paid in settlement in connection with activities, including without limitation, the transactions contemplated by this Agreement, in such capacity, any actual or on behalf of, or at the request of the Company, its subsidiaries or affiliates, to the fullest extent permitted under Delaware law (subject to applicable limitations thereunder) and in addition, to the fullest extent provided in their respective charters or Bylaws (subject to applicable limitations thereunder) or any contract or other arrangement in effect at the date hereof which obligations shall survive the Merger and shall continue in full force and effect for a period of not less than six years from the Effective Time; provided, however, that if any claim or claims (a "Claim or Claims") are asserted or made within such six year period, all rights to indemnification in respect of any such Claim or Claims shall continue until disposition of any and all such Claims. Without limiting the foregoing, the Companythreatened Proceeding, and after the Effective Time the Surviving Corporation, shall advance provide advancement of expenses incurred with respect to each of the foregoingforegoing to, as they are incurred, all Indemnified Persons to the fullest extent permitted under applicable lawLaw and (ii) honor the provisions regarding elimination of liability of officers and directors, provided 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 person on whose behalf Organizational Documents of the Partnership and the Partnership GP or any of 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 advanced provides and undertakes (which need presently set forth in such Organizational Documents. Any right of an Indemnified Person pursuant to this Section 6.7(a) shall not be secured) to repay amended, repealed, terminated or otherwise modified at any time in a manner that would adversely affect the rights of such advances if it is ultimately determined that Indemnified Person as provided herein, and shall be enforceable by such person is not entitled to indemnificationIndemnified Person and their respective heirs and representatives against Parent and the Partnership GP and their respective successors and assigns. 5.11.2 The Surviving Corporation (b) Parent shall use its best efforts to cause to be maintained maintain in effect for not less than six (6) years from the Effective Time the Parent’s current policies of directors, ’ and officers, ’ liability insurance maintained by policies covering acts or omissions occurring at or prior to the Company and its subsidiaries Effective Time with respect to Indemnified Persons (provided that the Surviving Corporation Parent may substitute therefor policies with reputable carriers of at least the same coverage containing terms and conditions which that are no less advantageous so long as favorable to the Indemnified Persons); provided, however, that in no lapse in coverage occurs as a result 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 Parent for such insurance (the “Maximum Amount”). In the event that, but for the proviso to the immediately preceding sentence, Parent would be required to expend more than the Maximum Amount, Parent shall obtain the maximum amount of such substitution) insurance as is available for the Maximum Amount. If Parent in its sole discretion elects, then, in lieu of the obligations of Parent under this Section 6.7(b), Parent may (but shall be under no obligation to), prior to the Effective Time, purchase a “tail policy” with respect to all mattersacts 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 Indemnified Person may have under the Organizational Documents of the Partnership and the Partnership GP, including any indemnification agreements, or the DLLCA and DRULPA. The provisions of this Section 6.7 shall survive the consummation of the transactions contemplated herebyby 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, occurring prior to and including the Effective Time; provided thathowever, that in the event that any Claim claim or Claims claims for indemnification or advancement set forth in this Section 6.7 are asserted or made within such six-year six (6)-year period, such insurance shall be continued all rights to indemnification and advancement in respect of any such Claim claim or Claims claims shall continue until final disposition of any and all such Claims; provided further claims. If Parent 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 proper provision shall be made so that the Surviving Corporation successors and assigns of Parent and/or the Partnership GP shall not be required to pay annual premiums assume the obligations of Parent and the Partnership GP set forth in excess of 200% of the Company's total current annual premiums for such insurance and if the Surviving Corporation is unable to obtain the insurance required by this Section 5.11 it shall obtain as much comparable insurance as can be obtained for an annual premium equal to such maximum amount6.7.

Indemnification and Insurance. 5.11.1 The Company shall (a) PCBC agrees that for a period of six years after the Effective Time, it will indemnify and hold harmlessharmless each person entitled to indemnification from PCCI or the Bank, and after against all liabilities arising out of actions or omissions occurring at or prior to the Effective Time the Surviving Corporation shall indemnify and hold harmless(including, each present and former employee, agent, director or officer of the Company and its subsidiaries (the "Indemnified Parties") from and against any and all claims arising out of or in connection with activities, including without limitation, the transactions contemplated by this Agreement, in such capacity, or on behalf of, or at the request of the Company, its subsidiaries or affiliates, ) to the fullest same extent permitted under Delaware law (and subject to applicable limitations thereunder) the conditions set forth in the respective Certificate of Incorporation or Association of Incorporation and in addition, Bylaws of PCCI and the Bank and any indemnification agreements entered into by PCCI or the Bank prior to the fullest extent date of this Agreement. (b) After the Effective Time, directors, officers and employees of PCCI or the Bank who become directors, officers or employees of PCBC or its Subsidiaries, except for the indemnification rights provided for in their respective charters Section 6.16(a) above, shall have indemnification rights having prospective application only. The prospective indemnification rights shall consist of such rights to which directors, officers and employees of PCBC and its Subsidiaries would be entitled under the Articles of Incorporation and Bylaws of PCBC or Bylaws the particular Subsidiary of PCBC for which they are serving as officers, directors or employees and under such directors’ and officers’ liability insurance policy as PCBC may then make available to officers, directors and employees of PCBC and its Subsidiaries. At the Effective Time, any executive officer or director of PCCI or the Bank who becomes an officer or director of PCBC (subject including any Subsidiary of PCBC) shall be included in PCBC’s director and officer insurance policy. (c) PCBC shall use commercially reasonable efforts to applicable limitations thereunderpurchase extended reporting period coverage for PCCI’s and the Bank’s existing officers’ and directors’ liability insurance (“D&O Insurance”) or any contract or other arrangement in effect at the date hereof which obligations shall survive the Merger and shall continue in full force and effect for a period of not less than six years from after the Effective Time, provided, however, that the cost thereof does not exceed 3.0 times the last annual premiums paid by PCCI for D&O Insurance (the “Maximum Amount”). PCBC shall advise PCCI whether such insurance will be provided by PCBC not later than December 31, 2003. If PCBC advises PCCI that such insurance cannot be obtained or does not provide confirmation of its ability to secure such coverage on or prior to such date, PCCI may obtain and pay for similar coverage (the “Similar D&O Coverage”) for up to a period of six years following the Closing under its own D&O Insurance policies and the Bank’s D&O Insurance policies; provided, however, that if any claim the amount of premium that is necessary to maintain or claims (a "Claim or Claims") are asserted or made within such six year period, all rights to indemnification in respect of any such Claim or Claims shall continue until disposition of any and all such Claims. Without limiting the foregoing, the Company, and after the Effective Time the Surviving Corporation, shall advance expenses incurred with respect to the foregoing, as they are incurred, to the fullest extent permitted under applicable law, provided that the person on whose behalf the expenses are advanced provides and undertakes (which need not be secured) to repay such advances if it is ultimately determined that such person is not entitled to indemnification. 5.11.2 The Surviving Corporation shall use its best efforts to cause to be maintained in effect for not less than six years from the Effective Time the current policies of directors, and officers, liability insurance maintained by the Company and its subsidiaries (provided that the Surviving Corporation may substitute therefor policies of at least the same coverage containing terms and conditions which are no less advantageous so long as no lapse in coverage occurs as a result of such substitution) with respect to all matters, including the transactions contemplated hereby, occurring prior to and including the Effective Time; provided that, in the event that any Claim or Claims are asserted or made within such six-year period, procure such insurance shall be continued in respect coverage exceeds the Maximum Amount, PCCI may purchase the most advantageous policy of any such Claim or Claims until final disposition of any and all such Claims; provided further that the Surviving Corporation shall not be required to pay annual premiums in excess of 200% of the Company's total current annual premiums D&O Insurance obtainable for such insurance and if the Surviving Corporation is unable to obtain the insurance required by this Section 5.11 it shall obtain as much comparable insurance as can be obtained for an annual a premium equal to such maximum amountthe Maximum Amount.

Indemnification and Insurance. 5.11.1 The Company shall indemnify 5.6.1 Parent agrees that all rights to indemnification, advancement of expenses and hold harmless, and after the Effective Time the Surviving Corporation shall indemnify and hold harmless, each present and former employee, agent, director or officer of exculpation by the Company and its subsidiaries Subsidiaries now existing in favor of each person who is now, or has been at any time prior to the date hereof or who becomes prior to the Effective Time an officer or director of the Company or any of its Subsidiaries (each, a “D&O Indemnified Party”) under the "Indemnified Parties") from and against DGCL or any and all claims arising out other Applicable Law or as provided in the Company Charter Documents or any such Subsidiary’s organizational or governing documents, as in effect on the date hereof, or pursuant to any other agreements in effect on the date of or in connection with activities, including without limitation, the transactions contemplated by this Agreement, in such capacity, or on behalf of, or at the request of the Company, its subsidiaries or affiliates, to the fullest extent permitted under Delaware law (subject to applicable limitations thereunder) and in addition, to the fullest extent provided in their respective charters or Bylaws (subject to applicable limitations thereunder) or any contract or other arrangement in effect at the date hereof which obligations shall survive the Merger and shall continue remain in full force and effect in accordance with their terms and will not be amended, repealed or otherwise modified for a period of not less than six years from the Effective Time; provided, however, that if any claim or claims (a "Claim or Claims"6) are asserted or made within such six year period, all rights to indemnification in respect of any such Claim or Claims shall continue until disposition of any and all such Claims. Without limiting the foregoing, the Company, and after the Effective Time the Surviving Corporation, shall advance expenses incurred with respect to the foregoing, as they are incurred, to the fullest extent permitted under applicable law, provided that the person on whose behalf the expenses are advanced provides and undertakes (which need not be secured) to repay such advances if it is ultimately determined that such person is not entitled to indemnification. 5.11.2 The Surviving Corporation shall use its best efforts to cause to be maintained in effect for not less than six years from the Effective Time (the “D&O Coverage Period”) (and, in the event that any relevant proceeding is pending or asserted or any relevant claim made during such period, until the final disposition of such proceeding or claim). 5.6.2 For the six (6)-year period commencing immediately after the Effective Time, the Surviving Corporation shall maintain in effect the Company’s current directors’ and officers’ liability insurance covering acts or omissions occurring at or prior to the Effective Time (including the Transactions) with respect to those individuals who are currently (and any additional individuals who prior to the Effective Time become) covered by the Company’s directors’ and officers’ liability insurance policies on terms and scope with respect to such coverage, and in amount, no less favorable to such individuals than those of such policy in effect on the date of this Agreement (or Parent may substitute therefor policies, issued by reputable insurers, of at least the same coverage with respect to matters existing or occurring prior to the Effective Time, including a “tail” policy), so long as the Surviving Corporation is not required to pay an annual premium in excess of 125% of the last annual premium paid by the Company for such insurance before the date of this Agreement (such 125% amount, the “Maximum Premium”). The Company shall have the right prior to the Effective Time to purchase a six-year prepaid “tail policy” on terms and conditions providing at least substantially equivalent benefits as the current policies of directors, ’ and officers, ’ liability insurance maintained by the Company and its subsidiaries (provided that Subsidiaries with respect to matters existing or occurring prior to the Surviving Corporation may substitute therefor policies of at least Effective Time, covering without limitation the same coverage containing terms and conditions which are no less advantageous Transactions, so long as no lapse in coverage occurs as a result of the effective annual premium under such substitution) with respect to all matterspolicy does not exceed the Maximum Premium. If such prepaid “tail policy” has been obtained by the Company, including the transactions contemplated hereby, occurring prior to and including the Effective Time; provided that, in the event that any Claim or Claims are asserted or made within such six-year period, such insurance it shall be continued in respect of any such Claim or Claims until final disposition of any deemed to satisfy all obligations to obtain insurance pursuant to this Section 5.6.2 and all such Claims; provided further that the Surviving Corporation shall use its reasonable best efforts to cause such policy to be maintained in full force and effect, for its full term, and to honor all of its obligations thereunder. 5.6.3 The provisions of this Section 5.6 are (i) intended to be for the benefit of, and shall be enforceable by, each D&O Indemnified Party, his or her heirs and his or her representatives and (ii) in addition to, and not be required in substitution for, any other rights to pay annual premiums in excess indemnification or contribution that any such individual may have under the Company Charter Documents, by contract or otherwise. The obligations of 200% of the Company's total current annual premiums for such insurance and if the Surviving Corporation under this Section 5.6 shall not be terminated or modified in such a manner as to adversely affect the rights of any D&O Indemnified Party to whom this Section 5.6 applies unless (x) such termination or modification is unable to obtain the insurance required by applicable Law or (y) the affected D&O Indemnified Party shall have consented in writing to such termination or modification (it being expressly agreed that the D&O Indemnified Party to whom this Section 5.11 5.6 applies shall be third party beneficiaries of this Section 5.6). 5.6.4 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 for any of their respective directors, officers or other employees, it being understood and agreed that the indemnification provided for in this Section 5.6 is not prior to or in substitution for any such claims under such policies. 5.6.5 This Section 5.6 shall obtain as much comparable insurance as can be obtained for an annual premium equal to such maximum amountbinding on all successors and assigns of Merger Sub, the Company and the Surviving Corporation.

Indemnification and Insurance. 5.11.1 (a) The Company shall indemnify Certificate of Incorporation and hold harmless, and after the Effective Time Bylaws of the Surviving Corporation shall indemnify contain provisions no less favorable with respect to indemnification than those set forth in the Certificate of Incorporation and hold harmlessBylaws of the Company, which provisions shall not be amended, repealed or otherwise modified for a period of seven (7) years from the Effective Time in any manner that would adversely affect the rights thereunder of individuals who, at or prior to the Effective Time were directors, officers or employees of the Company, unless such modifications shall be required by Applicable Law. (b) For a period of seven (7) years following the Effective Time, Parent shall maintain officers’ and directors’ liability insurance in respect of acts or omissions occurring prior to the Effective Time covering those persons who are currently covered on the date of this Agreement by the Company’s directors’ and officers’ liability insurance policy or who becomes covered prior to the Effective Time on terms with respect to coverage and amount no less favorable than those in the current directors’ and officers’ liability insurance policy maintained by the Company and in effect on the date hereof; provided, that, in satisfying its obligation under this Section 6.10(b), Parent shall not be obligated to pay an aggregate premium in excess of two hundred fifty percent (250%) of the amount per annum the Company paid in its last full fiscal year with respect to its current directors’ and officers’ liability insurance policy, which amount Company has disclosed to Parent prior to the date hereof. Alternatively, in full satisfaction of its obligations under this Section 6.10(b), Parent may purchase a seven (7) year prepaid (or “tail”) policy on terms with respect to coverage and amount no less favorable than those in the current directors’ and officers’ liability insurance policy maintained by the Company and in effect on the date hereof; provided, however, that the cost of any such policy need not exceed two hundred fifty percent (250%) of the annual premium currently paid by the Company for such insurance. (c) The rights of each present and current or former employee, agent, director or officer of the Company and (each an “Indemnified Person”) under this Section 6.10 shall be in addition to any rights such Person may have under the Certificate of Incorporation or Bylaws of the Company or any of its subsidiaries (the "Indemnified Parties") from and against any and all claims arising out of or in connection with activities, including without limitation, the transactions contemplated by this Agreement, in such capacitySubsidiaries, or on behalf of, under Delaware Law or at any other Applicable Law or under any agreement of any Indemnified Person with the request Company or any of its Subsidiaries. These rights shall survive consummation of the CompanyMergers and are intended to benefit, its subsidiaries or affiliates, to the fullest extent permitted under Delaware law (subject to applicable limitations thereunder) and in addition, to the fullest extent provided in their respective charters or Bylaws (subject to applicable limitations thereunder) or any contract or other arrangement in effect at the date hereof which obligations shall survive the Merger and shall continue in full force and effect for a period of not less than six years from the Effective Time; providedbe enforceable by, however, that if any claim or claims (a "Claim or Claims") are asserted or made within such six year period, all rights to indemnification in respect of any such Claim or Claims shall continue until disposition of any and all such Claims. Without limiting the foregoing, the Company, and after the Effective Time the Surviving Corporation, shall advance expenses incurred with respect to the foregoing, as they are incurred, to the fullest extent permitted under applicable law, provided that the person on whose behalf the expenses are advanced provides and undertakes (which need not be secured) to repay such advances if it is ultimately determined that such person is not entitled to indemnificationeach Indemnified Person. 5.11.2 The Surviving Corporation shall use its best efforts to cause to be maintained in effect for not less than six years from the Effective Time the current policies of directors, and officers, liability insurance maintained by the Company and its subsidiaries (provided that the Surviving Corporation may substitute therefor policies of at least the same coverage containing terms and conditions which are no less advantageous so long as no lapse in coverage occurs as a result of such substitution) with respect to all matters, including the transactions contemplated hereby, occurring prior to and including the Effective Time; provided that, in the event that any Claim or Claims are asserted or made within such six-year period, such insurance shall be continued in respect of any such Claim or Claims until final disposition of any and all such Claims; provided further that the Surviving Corporation shall not be required to pay annual premiums in excess of 200% of the Company's total current annual premiums for such insurance and if the Surviving Corporation is unable to obtain the insurance required by this Section 5.11 it shall obtain as much comparable insurance as can be obtained for an annual premium equal to such maximum amount.

Indemnification and Insurance. 5.11.1 The Company (a) From and after the Closing, the Buyer shall cause the Companies to continue to indemnify and hold harmless, and after the Effective Time the Surviving Corporation shall indemnify and hold harmless, harmless each Company’s present and former employeedirectors, agentofficers, director or officer of the Company and its subsidiaries (the "Indemnified Parties") employees, in their capacities as such, from and against any all damages, costs and all claims arising out of expenses incurred or suffered in connection with activitiesany threatened or pending Action or Proceeding at law or in equity relating to the Transferred Business (including actions related to this Agreement, including without limitationthe Ancillary Transaction Agreements, or the transactions contemplated by this Agreementhereby or thereby) or the status of such individual as a director, in such capacityofficer, or on behalf of, employee at or at prior to the request of the Company, its subsidiaries or affiliatesClosing, to the fullest extent permitted under Delaware law by applicable Law. The Buyer shall cause each Company to retain in the certificate or articles of incorporation or by-laws (subject to applicable limitations thereunderor the comparable corporate charter documents) and of each Company any indemnification provision or provisions, including provisions respecting the advancement of expenses, in addition, effect immediately prior to the fullest date of this Agreement solely for the benefit of each Company’s officers, directors and employees that existed immediately prior to the Closing and during the time period prior to the Closing, and not thereafter amend the same with respect to such persons (except to the extent provided in their respective charters that such amendment preserves, increases or Bylaws (subject to applicable limitations thereunder) or any contract broadens the indemnification or other arrangement in effect at the date hereof which obligations shall survive the Merger rights theretofore available to such officers, directors employees and shall continue in full force and effect for a period of not less than agents). (b) For six years from the Effective TimeClosing, the Buyer shall cause to be maintained in effect an officers’ and directors’ liability insurance policy, with an insurer with a Standard & Poor’s or AM Best’s rating of at least A- — VIII that provides coverage for acts or omissions occurring prior to the Closing covering each Person currently covered by such insurance policies held by or for the benefit of each Company and its respective directors, officers, and employees on terms with respect to coverage and in amounts no less favorable in the aggregate than those of such policies in effect on the date of this Agreement (the “Existing Insurance”). The Buyer shall satisfy its obligations under this Section 4.14(b) by causing each Company to purchase a “tail” policy from an insurer with a Standard & Poor’s or AM Best’s rating of at least A- — VIII, which (i) has an effective term of six years from the Closing, (ii) covers each Person currently covered by the Existing Insurance for actions and omissions occurring on or prior to the Closing and (iii) contains terms that are no less favorable in the aggregate than those of the Existing Insurance ; provided, however, that if any claim or claims the Buyer shall not be obligated to make annual premium payments for such insurance to the extent such premiums exceed 150% of the premiums paid as of the date hereof by the Buyer for such insurance (a "Claim or Claims") are asserted or made within such six year period, all rights to indemnification in respect of any such Claim or Claims shall continue until disposition of any and all such Claims. Without limiting the foregoing, the Company“Current Premium”), and after if such premiums for such insurance would at any time exceed 150% of the Effective Time Current Premium, then the Surviving Corporation, Buyer shall advance expenses incurred with respect to the foregoing, as they are incurred, to the fullest extent permitted under applicable law, provided that the person on whose behalf the expenses are advanced provides and undertakes (which need not be secured) to repay such advances if it is ultimately determined that such person is not entitled to indemnification. 5.11.2 The Surviving Corporation shall use its best efforts to cause to be maintained in effect for not less than six years from the Effective Time the current policies of directors, and officers, liability insurance maintained by the Company and its subsidiaries (provided that the Surviving Corporation may substitute therefor policies of at least the same coverage containing terms and conditions which are no less advantageous so long as no lapse in coverage occurs as a result of such substitution) with respect to all matters, including the transactions contemplated hereby, occurring prior to and including the Effective Time; provided thatwhich, in the event that any Claim or Claims are asserted or made within such six-year periodBuyer’s reasonable determination, such insurance shall be continued in respect of any such Claim or Claims until final disposition of any and all such Claims; provided further that provide the Surviving Corporation shall not be required to pay annual premiums in excess of 200% of the Company's total current annual premiums for such insurance and if the Surviving Corporation is unable to obtain the insurance required by this Section 5.11 it shall obtain as much comparable insurance as can be obtained for maximum coverage available at an annual premium equal to 150% of the Current Premium. In lieu of such maximum amountcoverage, the Buyer may substitute a prepaid “tail” policy for such coverage, which the Buyer may obtain prior to the Closing for a cost not in excess of the amount set forth in Section 4.14(b) of the Buyer Disclosure Letter or by causing each such Person to become a “covered person” under any D&O policy maintained by the Buyer or any Affiliate of the Buyer which provides coverage in amounts and on terms no less favorable in the aggregate then those provided to such Persons under the Existing Insurance.

Indemnification and Insurance. 5.11.1 The Company Institution shall indemnify indemnify, defend and hold harmlessharmless Advarra and its and its affiliates’ directors, officers, employees, and after the Effective Time the Surviving Corporation shall indemnify and hold harmlessagents (each, each present and former employeeincluding Advarra, agent, director or officer of the Company and its subsidiaries (the "Indemnified Parties"an “Indemnitee”) from and against any and all claims costs, damages, liabilities, or expenses (including reasonable attorneys’ fees and court costs) or other losses incurred by the Indemnitee, or brought by a third party against an Indemnitee, arising out from Institution’s negligence, intentional misconduct, breach of or in connection with activities, including without limitation, the transactions contemplated by this Agreement, or failure to comply with applicable laws, rules, and regulations. Advarra shall give Institution prompt notice of any claim for which indemnification is sought hereunder. Institution shall have the opportunity to undertake the defense of and to settle by compromise or otherwise any claim for which indemnification is available under this Section with legal counsel approved by Advarra (which approval shall not be unreasonably withheld or delayed). If Institution so assumes the defense of any claim, Advarra may participate in such capacitydefense with legal counsel of the Advarra’s selection and at the expense of Advarra. If Institution, or prior to the expiration of twenty (20) days after receipt of notice of a claim for indemnification under this Section, has not assumed the defense thereof, Advarra may thereupon undertake the defense thereof on behalf of, or and at the request risk and expense of, Institution, with all reasonable costs and expenses of the Company, its subsidiaries such defense to be paid by Institution. No compromise or affiliates, to the fullest extent permitted under Delaware law (subject to applicable limitations thereunder) and in addition, to the fullest extent provided in their respective charters or Bylaws (subject to applicable limitations thereunder) or any contract or other arrangement in effect at the date hereof which obligations shall survive the Merger and shall continue in full force and effect for a period of not less than six years from the Effective Time; provided, however, that if any claim or claims (a "Claim or Claims") are asserted or made within such six year period, all rights to indemnification in respect settlement of any such Claim claims shall be made without the prior consent in writing of Advarra (which consent shall not be unreasonably withheld or Claims shall continue until disposition delayed). Advarra will not be liable for any indirect, consequential, special, incidental or punitive damages of any and all such Claimskind or nature which arise out of the provision of Services or Institution’s use of or reliance on them. Without limiting the foregoing, Advarra’s liability to Institution and the Companysum of all of Institution’s remedies against Advarra will not exceed, and after in the Effective Time aggregate, the Surviving CorporationFees that have been paid by Institution to Advarra under this Agreement. The Institution agrees that it shall maintain at its expense, shall advance expenses incurred with respect to the foregoing, as they are incurred, to the fullest extent permitted under applicable law, provided that the person on whose behalf the expenses are advanced provides and undertakes (which need not be secured) to repay such advances if it is ultimately determined that such person is not entitled to indemnification. 5.11.2 The Surviving Corporation shall use its best efforts to or cause to be maintained in effect maintained, during the performance of this Agreement, insurance covering the Institution, Principal Investigators and all other research personnel for not less than six years from the Effective Time the current policies bodily injury, death and professional liability. The Institution will provide evidence of directorsits insurance or self-insurance to Advarra, upon request. Advarra will provide at its expense, and officersmaintain throughout the term of this Agreement, general liability insurance maintained by coverage and officer and director liability coverage. Upon request, Advarra agrees to provide the Company and its subsidiaries (provided that the Surviving Corporation may substitute therefor policies Institution with Certificates of at least the same coverage containing terms and conditions which are no less advantageous so long as no lapse in coverage occurs as a result Insurance demonstrating this coverage. This section shall survive any termination of such substitution) with respect to all matters, including the transactions contemplated hereby, occurring prior to and including the Effective Time; provided that, in the event that any Claim or Claims are asserted or made within such six-year period, such insurance shall be continued in respect of any such Claim or Claims until final disposition of any and all such Claims; provided further that the Surviving Corporation shall not be required to pay annual premiums in excess of 200% of the Company's total current annual premiums for such insurance and if the Surviving Corporation is unable to obtain the insurance required by this Section 5.11 it shall obtain as much comparable insurance as can be obtained for an annual premium equal to such maximum amountAgreement.

Indemnification and Insurance. 5.11.1 The Company shall indemnify (a) Parent Parties agree that all rights to indemnification, exculpation and hold harmlessadvancement of expenses, elimination of liability and after exculpation from liabilities existing in favor of (x) any natural Person (together with such Person’s heirs, executors and administrators) who is or was, or at any time prior to the Effective Time the Surviving Corporation shall indemnify and hold harmlessClosing Date becomes, each present and former employee, agentan officer, director or officer manager of the Company any Partnership Entity or (y) any natural Person (together with such Person’s heirs, executors and its subsidiaries (the "Indemnified Parties"administrators) from and against any and all claims arising out of who is or in connection with activities, including without limitation, the transactions contemplated by this Agreement, in such capacitywas serving, or on behalf ofat any time prior to the Closing Date serves, or at the request of the Companyany Partnership Entity as an officer, its subsidiaries director, member, general partner, fiduciary or affiliatestrustee of another Person (other than Persons solely providing, to the fullest extent permitted under Delaware law on a fee-for-services basis, trustee, fiduciary or custodial services) (subject to applicable limitations thereunder) and in additioneach, to the fullest extent a “Covered Person”), as provided in their the respective charters or Bylaws (subject to applicable limitations thereunder) or any contract or other arrangement Organizational Documents of such Partnership Entities in effect at as of the date of this Agreement, or pursuant to any other agreements in effect on the date hereof which obligations and disclosed in Section 6.7(a) of the Partnership Disclosure Schedule, shall survive the Merger Closing and shall continue in full force and effect for a period of not less than six years following the Closing Date, and the Parent Parties shall cause each Partnership Entity to honor and maintain in effect all such rights to indemnification, exculpation and advancement of expenses, elimination of Liability and exculpation from liabilities during such period. For a period of not less than six years, the Effective TimeParent Parties shall not, and shall not cause or permit any Partnership Entity to, amend, restate, waive or terminate any Organizational Document of the Partnership Entities in any manner that would adversely affect the indemnification or exculpation rights of any such Covered Person. (b) The Parent Parties covenant and agree that, during the period that commences on the Closing Date and ends on the sixth anniversary of the Closing Date, the Parent Parties shall indemnify and hold harmless each Covered Person, including, for the avoidance of doubt, any such director, manager or officer that resigned or was removed effective as of the Closing pursuant to this Agreement, against any reasonable costs or expenses (including reasonable attorneys’ fees and all other reasonable costs, expenses and obligations (including experts’ fees, travel expenses, court costs, retainers, transcript fees, duplicating, printing and binding costs, as well as telecommunications, postage and courier charges) paid or incurred in connection with investigating, defending, being a witness in or participating in (including on appeal), or preparing to investigate, defend, be a witness in or participate in, any Proceeding, including any Proceeding relating to a claim for indemnification or advancement brought by a Covered Person), judgments, fines, losses, claims, damages or liabilities, penalties and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of any thereof) in connection with any actual or threatened Proceeding, and, upon receipt by Parent of an undertaking by or on behalf of the Covered Person to repay such amount if it shall be determined in a final and non-appealable judgment entered by a court of competent jurisdiction that the Covered Person is not entitled to be indemnified, provide advancement of expenses with respect to each of the foregoing to, all Covered Persons. Any right of a Covered Person pursuant to this Section 6.7(b) shall be enforceable by such Covered Person and their respective heirs and Representatives against Parent Parties and their respective successors and assigns. (c) The Parent Parties covenant and agree that, during the period that commences on the Closing Date and ends on the sixth anniversary of the Closing Date, with respect to each Covered Person, including, for the avoidance of doubt, any such director, manager or officer that resigned or was removed effective as of the Closing pursuant to this Agreement, the Parent Parties shall maintain in effect the current directors and officers liability and fiduciary liability insurance policy or policies that such Partnership Entity has as of the date of this Agreement, or upon the termination or cancellation of any such policy or policies, (A) to provide fiduciary liability or similar insurance in substitution for, or in replacement of, such cancelled or terminated policy or policies, or (B) to provide a “tail” or runoff policy (covering all claims, whether xxxxxx or inchoate, made during such six year period), in each case, providing coverage thereunder for acts, events, occurrences or omissions occurring or arising at or prior to the Closing that is no less advantageous to each such Covered Person (including policy limits, exclusions and scope) as such Covered Person as in existence as of the date of this Agreement covering such acts, events, occurrences or omissions under the directors and officers liability and fiduciary liability insurance or similar policy maintained by the Partnership Entities as of the date of this Agreement; provided that Parent Parties and the Partnership Entities shall not be required to pay premiums for such insurance policy in excess of 300% of the current premium for such coverage, but shall purchase as much of such coverage as possible for such applicable amount. Notwithstanding anything to the contrary herein, the Parent Parties shall maintain all “tail” or runoff directors and officers liability insurance policies obtained in connection with the transactions contemplated by that certain Purchase Agreement dated April 20, 2021 by and among Xxxxxxx Resources Holdings LLC, as Seller, Xxxxxxx HP Holdings, LLC, as Acquiror, and Solely for Purposes of Section 11.14 thereof, Hartree Partners, LP, as Guarantor (the “Xxxx Xxxxxxx Purchase Agreement”) in accordance with the requirements of Section 6.8(b) of the Xxxx Xxxxxxx Purchase Agreement, and, for the avoidance of doubt, it is agreed that the Parent Parties shall have no obligations with respect to such “tail” or runoff policies other than the obligations set forth in Section 6.8(b) of the Xxxx Xxxxxxx Purchase Agreement. (d) In the event that either Parent Party or any Partnership Entity 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 in one or more series of transactions, directly or indirectly, transfers all or substantially all of its properties and assets to any Person (whether by consolidation, merger or otherwise), then, and in each such case, proper provision shall be made so that such continuing or surviving corporation or entity or transferee of such assets, as the case may be, assumes the obligations set forth in this Section 6.7. (e) The provisions of this Section 6.7 shall survive the consummation of the transactions contemplated hereby for a period of six years; provided, however, that if any claim or claims (a "Claim or Claims") are asserted or made within such six year period, all rights to indemnification in respect of any such Claim or Claims shall continue until disposition of any and all such Claims. Without limiting the foregoing, the Company, and after the Effective Time the Surviving Corporation, shall advance expenses incurred with respect to the foregoing, as they are incurred, to the fullest extent permitted under applicable law, provided that the person on whose behalf the expenses are advanced provides and undertakes (which need not be secured) to repay such advances if it is ultimately determined that such person is not entitled to indemnification. 5.11.2 The Surviving Corporation shall use its best efforts to cause to be maintained in effect for not less than six years from the Effective Time the current policies of directors, and officers, liability insurance maintained by the Company and its subsidiaries (provided that the Surviving Corporation may substitute therefor policies of at least the same coverage containing terms and conditions which are no less advantageous so long as no lapse in coverage occurs as a result of such substitution) with respect to all matters, including the transactions contemplated hereby, occurring prior to and including the Effective Time; provided that, in the event that any Claim claim or Claims claims for indemnification or advancement of expenses set forth in this Section 6.7 are asserted or made within such six-year period, such insurance shall be continued all rights to indemnification and advancement of expenses in respect of any such Claim claim or Claims claims shall continue until final the disposition of such claims. The provisions of this Section 6.7 (i) are expressly intended to benefit each Covered Person, (ii) shall be enforceable by any Covered Person and all its heirs and representatives against the Partnership Entities and the Parent Parties, and (iii) shall be in addition to any other rights such Claims; provided further that Covered Person or its heirs and representatives have under the Surviving Corporation Organizational Documents of any Partnership Entity, any indemnification agreements or applicable Law. (f) This Section 6.7 shall not be required to pay annual premiums amended, repealed, terminated or otherwise modified at any time in excess a manner that would adversely affect the rights of 200% a Covered Person as provided herein except with the prior written consent of the Company's total current annual premiums for such insurance and if the Surviving Corporation is unable to obtain the insurance required by this Section 5.11 it shall obtain as much comparable insurance as can be obtained for an annual premium equal to such maximum amountCovered Person.

Indemnification and Insurance. 5.11.1 (a) The Company By-Laws and Certificate of Incorporation of Surviving Corporation 1 shall indemnify contain the provisions with respect to indemnification set forth in the By-Laws and hold harmlessCertificate of Incorporation of THCG on the date hereof, and which provisions shall not be amended, repealed or otherwise modified for a period of six years from the First Effective Time in any manner that would adversely affect the rights thereunder as of the First Effective Time of individuals who at the First Effective Time were directors, officers, employees or agents of Walnut or its Subsidiaries, unless such modification is required after the First Effective Time the by Law. (b) Surviving Corporation shall indemnify and hold harmless, each present and former employee, agent, director or officer of the Company and its subsidiaries (the "Indemnified Parties") from and against any and all claims arising out of or in connection with activities, including without limitation, the transactions contemplated by this Agreement, in such capacity, or on behalf of, or at the request of the Company, its subsidiaries or affiliates1 shall, to the fullest extent permitted under Delaware applicable law or under the Certificate of Incorporation or By-Laws of Surviving Corporation 1, indemnify and hold harmless each present and former director, officer, employee or agent of Walnut or any of its Subsidiaries (subject to applicable limitations thereundercollectively, the "INDEMNIFIED PARTIES") against any costs or expenses (including reasonable attorneys' fees), judgments, fines, losses, claims, damages, liabilities and amounts paid in additionsettlement in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative (collectively, "Actions"), (x) arising out of or pertaining to the fullest transactions contemplated by this Agreement and the Transaction Documents and the Related Agreements or (y) otherwise with respect to any acts or omissions occurring at or prior to the First Effective Time, in each case to the same extent (including any provision for the advancement of expenses) as provided in their respective charters or Bylaws (subject to applicable limitations thereunder) or any contract or other arrangement the Walnut Charter Documents as in effect at on the date hereof which obligations shall survive the Merger and shall continue hereof, in full force and effect each case for a period of not less than six years from after the First Effective Time; provided, however, that, in the event that if any claim or claims (a "Claim or Claims") for indemnification are asserted or made within such six six-year period, all rights to indemnification in respect of any such Claim claim or Claims claims shall continue until the disposition of any and all such Claimsclaims. Without limiting In the foregoingevent of any such Action (whether arising before or after the First Effective Time), the CompanyIndemnified Parties shall promptly notify Surviving Corporation 1 in writing, but the failure to so notify shall not relieve Surviving Corporation 1 of its obligations under this Section 5.16(b) except to the extent it is materially prejudiced by such failure, and Surviving Corporation 1 shall have the right to assume the defense thereof, including the employment of counsel reasonably satisfactory to such Indemnified Parties. The Indemnified Parties shall have the right to employ separate counsel in any such Action and to participate in (but not control) the defense thereof, but the fees and expenses of such counsel shall be at the expense of such Indemnified Parties unless (a) Surviving Corporation 1 has agreed to pay such fees and expenses, (b) Surviving Corporation 1 shall have failed to assume the defense of such Action, or (c) the named parties to such Action include both Surviving Corporation 1 and the Indemnified Parties, the Indemnified Parties shall have been reasonably advised in writing by counsel that there may be one or more legal defenses available to the Indemnified Parties which are in conflict with those available to Surviving Corporation 1. In the event such Indemnified Parties employ separate counsel at the expense of Surviving Corporation 1 pursuant to clauses (b) or (c) of the previous sentence, (i) any counsel retained by the Indemnified Parties for any period after the First Effective Time shall be reasonably satisfactory to Surviving Corporation 1; (ii) the Surviving Corporation, shall advance expenses incurred Indemnified Parties as a group may retain only one law firm to represent them in each applicable jurisdiction with respect to the foregoingany single Action unless there is, as they are incurred, to the fullest extent permitted under applicable lawstandards of professional conduct, provided that a conflict on any significant issue between the person on whose behalf the expenses are advanced provides and undertakes (positions of any two or more Indemnified Parties, in which need not be secured) to repay such advances if it is ultimately determined that such person is not entitled to indemnification. 5.11.2 The Surviving Corporation shall use its best efforts to cause to be maintained in effect for not less than six years from the Effective Time the current policies of directors, and officers, liability insurance maintained by the Company and its subsidiaries (provided that the Surviving Corporation may substitute therefor policies of at least the same coverage containing terms and conditions which are no less advantageous so long as no lapse in coverage occurs as a result of such substitution) case each Indemnified Person with respect to all matters, including whom such a conflict exists (or group of such Indemnified Persons who among them have no such conflict) may retain one separate law firm in each applicable jurisdiction; (iii) after the transactions contemplated hereby, occurring prior to and including the First Effective Time, Surviving Corporation 1 shall pay the reasonable fees and expenses of such counsel, promptly after statements therefor are received; provided that, and (iv) Surviving Corporation 1 will cooperate in the event that any Claim or Claims are asserted or made within such six-year period, such insurance shall be continued in respect defense of any such Claim or Claims until final disposition of any and all such Claims; provided further that the Action. Surviving Corporation 1 shall not be liable for any settlement of any such Action effected without its written consent. (c) For a period of three years after the First Effective Time, Surviving Corporation 1 shall maintain in effect, if available, directors' and officers' liability insurance covering those Persons who are currently covered by Walnut's directors' and officers' liability insurance policy (a correct and complete copy of which has been made available to the Company) on terms comparable to those now applicable to directors and officers of Walnut; provided, however, that in no event shall Surviving Corporation 1 be required to pay annual premiums expend in excess of 200150% of the Company's total current annual premiums premium currently paid by Walnut for such insurance coverage; and provided further, that if the premium for such coverage exceeds such amount, Surviving Corporation is unable to obtain 1 shall purchase a policy with the insurance required by greatest coverage available for such 150% of such annual premium. (d) The provisions of this Section 5.11 it 5.16 shall obtain as much comparable insurance as can survive the consummation of the Mergers, is intended to benefit Surviving Corporation 1 and the Indemnified Parties, shall be obtained for an annual premium equal to such maximum amountbinding on all successors and assigns of Surviving Corporation 1 and shall be enforceable by the Indemnified Parties.

Indemnification and Insurance. 5.11.1 The Company shall indemnify (a) Parent and hold harmless, and after Acquisition Sub hereby agree that all rights to indemnification now existing in favor of the Effective Time the Surviving Corporation shall indemnify and hold harmless, each present and former employee, agent, director directors or officer officers of the Company and its subsidiaries Subsidiaries (the "Indemnified Parties") from and against any and all claims arising out of or in connection with activities, including without limitation, the transactions contemplated by this Agreement, in such capacity, or on behalf of, or at the request of the Company, its subsidiaries or affiliates, to the fullest extent permitted under Delaware law (subject to applicable limitations thereunder) and in addition, to the fullest extent as currently provided in their respective charters certificates or Bylaws (subject to applicable limitations thereunder) articles of incorporation or organization and By-Laws or in any agreements, contracts or arrangements with the Company or any contract or other arrangement of its Subsidiaries in effect at on the date hereof which obligations and previously furnished to Parent and to the extent not in violation of applicable state law, shall survive the Merger and shall continue in full force and effect for a period of not less than six five (5) years from the Effective TimeDate; providedprovided that, however, that if in the event any claim or claims (a "Claim or Claims") are asserted or made within such six five (5) year period, all rights to indemnification in respect of any such Claim claim or Claims claims shall continue until the disposition of any and all such Claimsclaims. Without limiting the foregoing, the Company, and after the Effective Time the Surviving Corporation, shall advance expenses incurred with respect to the foregoing, as they are incurred, to extent currently provided in the fullest extent permitted under applicable law, provided that the person on whose behalf the expenses are advanced provides certificates or articles of incorporation or organization and undertakes (which need not be secured) to repay such advances if it is ultimately determined that such person is not entitled to indemnification. 5.11.2 The Surviving Corporation shall use its best efforts to cause to be maintained in effect for not less than six years from the Effective Time the current policies By-Laws of directors, and officers, liability insurance maintained by the Company and its subsidiaries (provided that Subsidiaries and Massachusetts law, or agreements, contracts or arrangements disclosed to Parent with the Surviving Corporation may substitute therefor policies Company or any of at least the same coverage containing terms and conditions which are no less advantageous so long as no lapse in coverage occurs as a result of such substitution) with respect to all matters, including the transactions contemplated hereby, occurring prior to and including the Effective Time; provided thatSubsidiaries, in the event that any Claim Indemnified Party becomes involved in any capacity in any action, proceeding or Claims are asserted investigation in connection with any matter, including the transaction contemplated by this Agreement, occurring prior to, and including, the Effective Date, or made within otherwise relating to or arising out of such six-year periodmatters, such insurance shall be continued in respect of any such Claim Parent or Claims until final disposition of any and all such Claims; provided further that 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, or shall cause the Surviving Corporation to use all reasonable efforts to maintain in effect, for two (2) 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 the 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 required to pay annual premiums in excess of 200% of the Company's total current last annual premiums for premium paid prior to the date of this Agreement (the "Maximum Premium"). If the existing D&O Insurance expires, is terminated or cancelled during such insurance and if the Surviving Corporation is unable two-year period, Parent will use all reasonable efforts to obtain the insurance required by this Section 5.11 it shall obtain cause to be obtained as much comparable insurance D&O Insurance as can be obtained for the remainder of such period for an annual annualized premium equal not in excess of the Maximum Premium, on terms and conditions no less advantageous than the existing D&O Insurance. The Company represents to such maximum amountParent that the Maximum Premium is $179,000.

Indemnification and Insurance. 5.11.1 The (a) Parent and Merger Sub agree that all rights to indemnification by the Company shall indemnify and hold harmlessnow existing in favor of each person who is now, and after or has been at any time prior to the date hereof or who becomes prior to the Effective Time the Surviving Corporation shall indemnify and hold harmless, each present and former employee, agent, an officer or director or officer of the Company and its subsidiaries or any Company Subsidiary or an employee of the Company or any Company Subsidiary or who acts as a fiduciary under any of the Company Employee Benefit Plans (each an “Indemnified Party”) as provided in the "Indemnified Parties") from and against any and all claims arising out Company’s certificate of incorporation or bylaws, in connection with activities, including without limitation, each case as in effect on the transactions contemplated by date of this Agreement, or pursuant to any other agreements in such capacityeffect on the date hereof, or on behalf of, or at the request of the Company, its subsidiaries or affiliates, including provisions relating to the fullest extent permitted under Delaware law (subject to applicable limitations thereunder) and advancement of expenses incurred in additionthe defense of any action or suit, to the fullest extent provided in their respective charters or Bylaws (subject to applicable limitations thereunder) or any contract or other arrangement in effect at the date hereof which obligations shall survive the Merger and shall continue 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 indemnification obligations. (b) Parent shall 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 from after the Effective Time, but only to the extent related to actions or omissions prior to the Effective Time; provided, however, that if any claim or claims (a "Claim or Claims"i) are asserted or made within such six year period, all rights to indemnification in respect of any such Claim or Claims shall continue until disposition of any and all such Claims. Without limiting the foregoing, the Company, and after the Effective Time the Surviving Corporation, shall advance expenses incurred with respect to the foregoing, as they are incurred, to the fullest extent permitted under applicable law, provided that the person on whose behalf the expenses are advanced provides and undertakes (which need not be secured) to repay such advances if it is ultimately determined that such person is not entitled to indemnification. 5.11.2 The Surviving Corporation shall use its best efforts to cause to be maintained in effect for not less than six years from the Effective Time the current policies of directors, and officers, liability insurance maintained by the Company and its subsidiaries (provided that the Surviving Corporation may substitute therefor policies of at least the same coverage and amounts containing terms and conditions which are no less advantageous so long as no lapse to such former directors or officers and (ii) such substitution shall not result in gaps or lapses of coverage occurs as a result of such substitution) with respect to all matters, including the transactions contemplated hereby, matters occurring prior to and including the Effective Time; provided thatprovided, further, that in no event shall Parent or the event Surviving Corporation be required to expend more than an amount per year equal to 200% of current annual premiums paid by the Company for such insurance (the “Maximum Amount”) to maintain or procure insurance coverage pursuant hereto; and provided, further, that any Claim if the amount of the annual premiums necessary to maintain or Claims are asserted or made within procure such insurance coverage exceeds the Maximum Amount, Parent and the Surviving Corporation shall procure and maintain for such six-year periodperiod as much coverage as reasonably practicable for the Maximum Amount. Parent 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 insurance “tail” policy shall be continued in respect satisfy the provisions of any such Claim or Claims until final disposition this Section 6.9(b). (c) The obligations of any Parent and all such Claims; provided further that the Surviving Corporation under this Section 6.9 shall survive the consummation of the Merger and shall not be required terminated or modified in such a manner as to pay annual premiums in excess adversely affect any Indemnified Party to whom this Section 6.9 applies without the consent of 200% such affected Indemnified Party (it being expressly agreed that the Indemnified Parties to whom this Section 6.9 applies shall be third party beneficiaries of this Section 6.9, each of whom may enforce the Company's total current annual premiums for such insurance and if provisions of this Section 6.9). (d) If Parent or the Surviving Corporation is unable 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 obtain any Person, then, and in each such case, proper provision shall be made so that the insurance required by successors and assigns of Parent or the Surviving Corporation, as the case may be, shall assume the obligations set forth in this Section 5.11 it shall obtain as much comparable insurance as can be obtained for an annual premium equal to such maximum amount6.9.

Indemnification and Insurance. 5.11.1 The Company (a) For six years after the Effective Time, Quest shall indemnify and hold harmlessharmless and advance expenses to, and after to the greatest extent permitted by law as of the date of this Agreement, the individuals who at or prior to the Effective Time the Surviving Corporation shall indemnify were officers and hold harmless, each present and former employee, agent, director or officer directors of the Company Pinnacle and its subsidiaries (the "Indemnified Parties") from and against any and Subsidiaries with respect to all claims arising out of acts or omissions by them in connection with activities, including without limitation, the transactions contemplated by this Agreement, in their capacities as such capacity, or on behalf of, or taken at the request of the Company, its subsidiaries or affiliates, Pinnacle at any time prior to the fullest extent permitted under Delaware law (subject to applicable limitations thereunder) Effective Time. Quest will honor all indemnification agreements, expense advancement and in addition, exculpation provisions with the individuals who at or prior to the fullest extent provided in their respective charters Effective Time were officers and directors of Pinnacle or Bylaws its Subsidiaries (subject to applicable limitations thereunderincluding under Pinnacle’s certificate of incorporation or by-laws) or any contract or other arrangement in effect at as of the date hereof which obligations shall survive in accordance with the Merger and shall continue in full force and effect for terms thereof. Pinnacle has disclosed to Quest all such indemnification agreements prior to the date hereof. (b) For a period of not less than six years from after the Effective Time; provided, however, that if any claim or claims (a "Claim or Claims") are asserted or made within such six year period, all rights to indemnification in respect of any such Claim or Claims Quest shall continue until disposition of any and all such Claims. Without limiting the foregoing, the Company, and after the Effective Time the Surviving Corporation, shall advance expenses incurred with respect to the foregoing, as they are incurred, to the fullest extent permitted under applicable law, provided that the person on whose behalf the expenses are advanced provides and undertakes (which need not be secured) to repay such advances if it is ultimately determined that such person is not entitled to indemnification. 5.11.2 The Surviving Corporation shall use its best efforts to cause to be maintained in effect for not less than six years from officers’ and directors’ liability insurance covering all officers and directors of Pinnacle who are, or at any time prior to the Effective Time the current policies of were, covered by Pinnacle’s existing officers’ and directors, and officers, ’ liability insurance maintained by the Company and its subsidiaries (provided that the Surviving Corporation may substitute therefor policies of at least the same coverage containing on terms and conditions which are substantially no less advantageous so long as no lapse in coverage occurs as a result of to such substitution) with respect to all matterspersons than such existing insurance, including the transactions contemplated hereby, occurring prior to and including the Effective Time; provided that, in the event that any Claim or Claims are asserted or made within such six-year period, such insurance shall be continued in respect of any such Claim or Claims until final disposition of any and all such Claims; provided further that the Surviving Corporation Quest shall not be required to pay annual premiums in excess of 200% of the Company's total current last annual premiums premium paid by Pinnacle prior to the date of this Agreement (the amount of which premium is set forth in Section 7.13 of the Pinnacle Disclosure Letter), but in such case shall purchase as much coverage as reasonably practicable for such insurance and if amount. (c) The rights of each person identified in Section 7.13(a) shall be in addition to any other rights such person may have under the Surviving Corporation is unable to obtain the insurance required by certificate of incorporation or bylaws of Pinnacle or any of its Subsidiaries, under Applicable Law or otherwise. The provisions of this Section 5.11 it 7.13 shall obtain as much comparable insurance as can survive the consummation of the Merger and expressly are intended to benefit each such person. (d) In the event Quest or any of its successors or assigns (i) consolidates with or merges into any other person and shall not be obtained for an annual premium equal 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 such maximum amountany person, then proper provision shall be made so that the successors and assigns of Quest shall assume the obligations set forth in this Section 7.13.

Indemnification and Insurance. 5.11.1 (a) The Company shall indemnify and hold harmlessSurviving Corporation shall, for six years from and after the Effective Time Time, maintain in effect the indemnification, expense advancement and exculpation obligations set forth in the Company's or any Subsidiary's Certificate of Incorporation and the Company's By-Laws, as amended, or other organizational documents, in each case as of the date of this Agreement as continuing obligations of the Surviving Corporation and such provisions shall indemnify not be amended, repealed or otherwise modified during such period in any manner that would adversely affect the rights thereunder of the individuals who on or at any time prior to the Effective Time were entitled to rights thereunder with respect to matters occurring prior to the Effective Time. In addition, Merger Sub and hold harmless, each present the Company agree that the indemnification and former employee, agent, director or officer advancement obligations of the Company or any Subsidiary as set forth in indemnification agreements to which it is a party shall be continuing obligations of the Surviving Corporation or such Subsidiary, as applicable, and its subsidiaries shall not be amended, repealed or otherwise modified after the Effective Time, except as permitted by the terms and provisions of those agreements. (b) The Surviving Corporation and the Company shall maintain in effect, for six years from and after the Effective Time, directors' and officers' liability insurance policies covering the persons who are currently covered in their capacities as directors and officers (the "Indemnified Covered Parties") from and against any and all claims arising out of or in connection with activities, including without limitation, the transactions contemplated by this Agreement, in such capacity, or on behalf of, or at the request of the Company, its subsidiaries 's current directors' and officers' policies and on terms not materially less favorable than the existing insurance coverage with respect to matters occurring at or affiliates, prior to the fullest extent permitted under Delaware law (subject to applicable limitations thereunder) and in addition, to the fullest extent provided in their respective charters or Bylaws (subject to applicable limitations thereunder) or any contract or other arrangement in effect at the date hereof which obligations shall survive the Merger and shall continue in full force and effect for a period of not less than six years from the Effective Time; provided, however, that if any claim or claims (a "Claim or Claims") are asserted or made within in the event the annual premium for such six year period, all rights coverage exceeds an amount equal to indemnification in respect 225% of any such Claim or Claims shall continue until disposition of any and all such Claims. Without limiting the foregoing, the Company, and after the Effective Time the Surviving Corporation, shall advance expenses incurred with respect last annual premium paid immediately prior to the foregoing, as they are incurred, to the fullest extent permitted under applicable law, provided that the person on whose behalf the expenses are advanced provides and undertakes (which need not be secured) to repay such advances if it is ultimately determined that such person is not entitled to indemnification. 5.11.2 The Surviving Corporation shall use its best efforts to cause to be maintained in effect for not less than six years from the Effective Time the current policies of directors, and officers, liability insurance maintained date hereof by the Company and its subsidiaries (provided that for such coverage, the Surviving Corporation may substitute therefor policies of at least the same coverage containing terms and conditions which are no less advantageous so long as no lapse in coverage occurs as a result of such substitution) with respect to all matters, including the transactions contemplated hereby, occurring prior to and including the Effective Time; provided that, in the event that any Claim or Claims are asserted or made within such six-year period, such insurance shall be continued in respect of any such Claim or Claims until final disposition of any and all such Claims; provided further that the Surviving Corporation shall not be required to pay annual premiums in excess of 200% of the Company's total current annual premiums for such insurance and if the Surviving Corporation is unable to obtain the insurance required by this Section 5.11 it shall obtain as much comparable insurance as can be obtained possible for an annual premium equal to 225% of the last annual premium paid immediately prior to 28 34 the date hereof by the Company. The provisions of the immediately preceding sentence shall be deemed to have been satisfied if prepaid policies have been obtained by the Company prior to the Closing for purposes of this Section 6.05, which policies provide such maximum amountdirectors and officers with coverage for an aggregate period of six years with respect to claims arising from facts or events that occurred on or before the Effective Time, including, without limitation, in respect of the transactions contemplated by this Agreement; provided, that the Company shall not purchase any such policies if the cost thereof would exceed the amount specified in the preceding sentence and shall consult with Parent prior to purchasing any such policy in order to determine the most cost-effective and efficient means of obtaining such coverage. If such prepaid policies have been obtained by the Company prior to the Closing, Parent shall and shall cause the Surviving Corporation to maintain such policies in full force and effect, and continue to honor the Company's obligations thereunder. If the Surviving Corporation or any of its successors and assigns (i) consolidates with or merges with or into any other person and shall not be the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers or conveys all or substantially all of its properties and assets to any person, then, and in each such case, to the extent necessary, proper provision shall be made so that the successors and assigns of the Surviving Corporation assume the obligations set forth in this Section 6.05. (c) In addition to, and not in lieu of the foregoing, Merger Sub agrees that Surviving Corporation shall indemnify, defend (with mutually acceptable counsel) and hold harmless all current and former officers and directors of the Company and its Subsidiaries (the "Indemnified Parties") to the fullest extent permitted by the DGCL, as amended from time to time, from and against all liabilities (including amounts paid in settlement; provided the Surviving Corporation has approved such settlement), costs, expenses and claims (including without limitation reasonable legal fees and disbursements, which shall be paid, reimbursed or advanced by the Surviving Corporation in advance of the final disposition thereof arising out of actions taken prior to the Effective Time in performance of their duties as directors or officers of the Company or any Subsidiary; provided, however, that the Surviving Corporation's obligations to the Indemnified Parties under this Section 6.05(c) shall not be effective until consummation of the Merger. (d) In the event that any action, suit, proceeding or investigation relating thereto or to the transactions contemplated by this Agreement is commenced, whether before or after the Effective Time, the parties hereto agree to cooperate and use their respective reasonable efforts to vigorously defend against and respond thereto. (e) Following the Effective Time Parent shall cause Merger Sub and the Surviving Corporation to perform their obligations under this Section 6.05.

Indemnification and Insurance. 5.11.1 The (a) From and after the Effective Time, Acquiror and the Surviving Company agree that they shall indemnify and hold harmless, and after the Effective Time the Surviving Corporation shall indemnify and hold harmless, harmless each present and former employee, agent, director or and officer of the Company and its subsidiaries (the "Indemnified Parties") from and against any and all claims costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred in connection with any Action 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 would have been permitted under applicable Law and its certificate of incorporation, bylaws and indemnification agreements in connection with activities, effect on the date of this Agreement to indemnify such Person (including without limitation, the transactions contemplated by this Agreement, in such capacity, or on behalf of, or at the request advancing of the Company, its subsidiaries or affiliates, expenses as incurred to the fullest extent permitted under Delaware law (subject to applicable limitations thereunder) and in additionLaw). Without limiting the foregoing, to the fullest extent provided in their respective charters or Bylaws (subject to applicable limitations thereunder) or any contract or other arrangement in effect at the date hereof which obligations shall survive the Merger Acquiror shall, and shall continue in full force and effect cause the Surviving Company to, (i) maintain for a period of not less than six years from the Effective Time provisions in its certificate of incorporation, bylaws, and indemnification agreements, to the extent applicable, 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 its certificate of incorporation, bylaws, and indemnification agreements, to the extent applicable, 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. Acquiror shall assume, and be liable for, and shall cause the Surviving Company and its Subsidiaries to honor, each of the covenants in this Section 7.02. (b) For a period of six years from the Effective Time, Acquiror shall, or shall cause one or more of its Subsidiaries to, maintain in effect directors’ and officers’ liability insurance covering those Persons who are currently covered by the Company’s directors’ and officers’ liability insurance policies (true, correct and complete copies of which have been heretofore made available to Acquiror or its agents or representatives) on terms not less favorable than the terms of such current insurance coverage, except that in no event shall Acquiror or its Subsidiaries be required to pay an annual premium for such insurance in excess of 300% of the aggregate annual premium payable by the Company for such insurance policy for the year ended December 31, 2021; provided, however, that (i) Acquiror 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 or claims (a "Claim or Claims") are asserted or made within such six year period, all rights to indemnification in respect of any such Claim or Claims shall continue until disposition of any and all such Claims. Without limiting the foregoing, the Company, and after the Effective Time the Surviving Corporation, shall advance expenses incurred with respect to the foregoing, as they are incurred, to the fullest extent permitted under applicable law, provided that the person on whose behalf the expenses are advanced provides and undertakes (which need not be secured) to repay such advances if it is ultimately determined that such person is not entitled to indemnification. 5.11.2 The Surviving Corporation shall use its best efforts to cause to be maintained in effect for not less than six years from the Effective Time the current policies of directors, and officers, liability insurance maintained by the Company and its subsidiaries (provided that the Surviving Corporation may substitute therefor policies of at least the same coverage containing terms and conditions which are no less advantageous so long as no lapse in coverage occurs as a result of such substitution) with respect to all matters, including the transactions contemplated hereby, occurring prior to and including the Effective Time; provided that, in the event that any Claim or Claims are asserted or made within such six-year period, such any insurance required to be maintained under this Section 7.02 shall be continued in respect of any such Claim or Claims claim until the final disposition thereof. (c) This Section 7.02 shall survive the consummation of any the Merger indefinitely and shall be binding, jointly and severally, on Acquiror and the Surviving Company and all such Claims; provided further that successors and assigns of Acquiror and the Surviving Corporation Company. In the event that Acquiror, the Surviving Company or any of their respective successors or assigns consolidates with or merges into any other Person and shall not be required 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 pay annual premiums any Person, then, and in excess each such case, Acquiror and the Surviving Company shall ensure that proper provision shall be made so that the successors and assigns of 200% Acquiror or the Surviving Company, as the case may be, shall succeed to the obligations set forth in this Section 7.02. The obligations of Acquiror and the Surviving Company under this Section 7.02 shall not be terminated or modified in such a manner as to materially and adversely affect any present and former director and officer of the Company's total current annual premiums for such insurance and if Company without the Surviving Corporation is unable to obtain consent of the insurance required by this Section 5.11 it shall obtain as much comparable insurance as can be obtained for an annual premium equal to such maximum amountaffected Person.

Indemnification and Insurance. 5.11.1 The Company shall indemnify and hold harmless, (a) For not less than six (6) years from and after the Effective Time Time, Parent agrees to, and to cause the Surviving Corporation shall to, indemnify and hold harmless, each harmless all past and present and former employee, agent, director directors or officer officers of the Company (“Covered Persons”) to the same extent such persons are indemnified as of the date of this Agreement by the Company pursuant to the Company’s Certificate of Incorporation, Amended and its subsidiaries (Restated Bylaws and indemnification agreements set forth on Section 6.8(a) of the "Indemnified Parties") from and against any and all claims arising out of or in connection with activitiesCompany Disclosure Schedule, including without limitation, the transactions contemplated by this Agreementif any, in such capacity, or existence on behalf of, or at the request of the Company, its subsidiaries or affiliates, to the fullest extent permitted under Delaware law (subject to applicable limitations thereunder) and in addition, to the fullest extent provided in their respective charters or Bylaws (subject to applicable limitations thereunder) or any contract or other arrangement in effect at the date hereof which obligations shall survive the Merger and shall continue in full force and effect of this Agreement with any Covered Persons for a period of not less than six years from acts or omissions occurring at or prior to the Effective Time; provided, however, that if any claim or claims (a "Claim or Claims") are asserted or made within such six year period, all rights to indemnification in respect of any such Claim or Claims shall continue until disposition of any and all such Claims. Without limiting the foregoing, the CompanyParent agrees to, and after the Effective Time to cause the Surviving CorporationCorporation to, shall advance expenses incurred with respect to the foregoing, as they are incurred, indemnify and hold harmless such persons to the fullest extent permitted under applicable lawby Law for acts or omissions occurring in connection with the approval of this Agreement and the consummation of the transactions contemplated hereby. Each Covered Person shall be entitled to advancement of all reasonable and documented expenses incurred in the defense of any Claim, Action, suit, proceeding or investigation with respect to any matters subject to indemnification hereunder, provided that the any person on whose behalf the to whom expenses are advanced provides and undertakes (which need not be secured) to repay such advances advanced expenses if it is ultimately determined that such person is not entitled to indemnification. Notwithstanding anything herein to the contrary, if any Claim, Action, suit, proceeding or investigation (whether arising before, at or after the Effective Time) is made against any Covered Person with respect to matters subject to indemnification hereunder on or prior to the sixth (6th) anniversary of the Effective Time, the provisions of this Section 6.8 shall continue in effect until the final disposition of such Claim, Action, suit, proceeding or investigation. 5.11.2 The Surviving Corporation shall use its best efforts to cause to be maintained in effect for (b) For not less than six (6) years from and after the Effective Time, the certificate of incorporation and bylaws of the Surviving Corporation shall contain provisions no less favorable with respect to indemnification, advancement of expenses and exculpation of Covered Persons than are currently set forth in the Company’s Certificate of Incorporation and Amended and Restated Bylaws. Any indemnification agreements with any Covered Person in existence on the date of this Agreement set forth on Section 6.8(a) of the Company Disclosure Schedule shall be assumed by the Surviving Corporation in the Merger, without any further action, and shall survive the Merger and continue in full force and effect in accordance with their terms. (c) For six (6) years from and after the Effective Time, the Surviving Corporation shall provide to the Company’s current directors and officers an insurance and indemnification policy that provides coverage with respect to any matter claimed against such person by reason of him or her serving in such capacity on terms for events occurring before the Effective Time the current policies of directors, and officers, liability insurance maintained by the Company and its subsidiaries (provided that the Surviving Corporation may substitute therefor policies of at least the same coverage containing terms and conditions which are is no less advantageous so long favorable than the Company’s existing policies in effect as no lapse in coverage occurs as a result of such substitution) with respect to all mattersthe date hereof (the “Existing Policies”); provided, including the transactions contemplated herebyhowever, occurring prior to and including the Effective Time; provided that, in the event that any Claim or Claims are asserted or made within such six-year period, such insurance shall be continued in respect of any such Claim or Claims until final disposition of any and all such Claims; provided further that the Surviving Corporation shall not be required to pay an annual premiums premium for such insurance policies in excess of 200300% of the Company's total current last annual premiums premium paid prior to the date of this Agreement, but in such case shall purchase as much coverage as is available for such amount. The provisions of the immediately preceding sentences shall be deemed to have been satisfied if prepaid policies have been obtained by Parent or the Company (with the consent of Parent) at or prior to the Effective Time for purposes of this Section 6.8(c), which policies provide such directors and officers with coverage no less favorable than the Existing Policies for an aggregate period of six (6) years with respect to Claims arising from facts or events that occurred on or before the Effective Time, including, without limitation, in connection with the approval of this Agreement and the transactions contemplated hereby; provided, however, that the annual premium for such insurance policies shall not exceed 300% of the last annual premium paid prior to the date of this Agreement. If such prepaid policies have been obtained prior to the Effective Time, Parent shall, and if shall cause the Surviving Corporation is unable to, maintain such policies in full force and effect, and continue to obtain honor the insurance required obligations thereunder. (d) Parent shall pay all reasonable expenses, including reasonable attorneys’ fees, that may be incurred by any Covered Person in successfully enforcing the indemnity and other obligations provided in this Section 5.11 it 6.8. (e) In the event Parent or the Surviving Corporation or any of their respective successors or assigns (i) consolidates with or merges into any other person and shall obtain not be the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers all or substantially all of its properties and assets to any person, then, and in each such case, proper provision shall be made so that such continuing or surviving corporation or entity or transferee of such assets, as much comparable insurance the case may be, shall assume the obligations set forth in this Section 6.8. (f) From and after the Acceptance Time, the obligations under this Section 6.8 shall not be terminated or modified in such a manner as can to affect adversely any Covered Person without the consent of such affected Covered Person. The provisions of this Section 6.8 shall survive the consummation of the Merger and are intended to be obtained for an annual premium equal to such maximum amountthe benefit of, and shall be enforceable by, each of the Covered Persons and their respective successors, heirs and personal representatives.

Indemnification and Insurance. 5.11.1 The Company shall indemnify and hold harmless, (a) From and after the Effective Time Time, the Surviving Corporation shall, and Parent shall cause the Surviving Corporation to, indemnify and hold harmless, each present and former employee, agent, director the individuals who at or officer prior to the Effective Time were directors or officers of the Company and its subsidiaries or of a Subsidiary of the Company (the "Indemnified Parties") from and against any and all claims arising out of or in connection with activities, including without limitationcollectively, the transactions contemplated “Indemnitees”) with respect to all acts or omissions by them in their capacities as such at any time prior to the Effective Time, to the fullest extent (A) required by the Company Charter Documents, the Subsidiary Documents, and each other Contract with the Company or any of its Subsidiaries providing for indemnification of such Indemnitee, in each case as in effect on the date of this Agreement, in such capacity, or on behalf of, (B) permitted under applicable Law. (b) The Company may (or at the request of the CompanyParent, its subsidiaries shall use commercially reasonable efforts to) obtain, at or affiliates, prior to the fullest extent permitted under Delaware law Effective Time, prepaid (subject or “tail”) directors’ and officers’ liability insurance policies with respect to applicable limitations thereunder) and in addition, acts or omissions occurring prior to the fullest extent provided Effective Time that were committed by such officers and directors in their respective charters or Bylaws capacity as such for six (subject to applicable limitations thereunder6) or any contract or other arrangement in effect at the date hereof which obligations shall survive the Merger and shall continue in full force and effect for a period of not less than six years from the Effective Time, covering each such person on terms with respect to coverage and amounts and containing terms and conditions that are not less advantageous than the policies currently in effect on the date of this Agreement; provided, however, that if any claim or claims (a "Claim or Claims") are asserted or made within such six year periodthat, all rights to indemnification in respect without the prior written consent of any such Claim or Claims shall continue until disposition of any and all such Claims. Without limiting the foregoingParent, the CompanyCompany may not expend per year of coverage more than 250% of the amount currently expended by the Company per year of coverage as of the date of this Agreement (the “Maximum D&O Amount”) to maintain or procure such “tail” insurance policies. In the event the Company does not obtain such “tail” insurance policies, then, Parent shall cause the individuals serving as officers and after directors of the Company immediately prior to the Effective Time who are then covered by the Surviving Corporation, shall advance expenses incurred with respect directors’ and officers’ liability insurance policy currently maintained by the Company (a correct and complete copy of which has heretofore been delivered to the foregoing, as they are incurred, to the fullest extent permitted under applicable law, provided that the person on whose behalf the expenses are advanced provides and undertakes (which need not be securedParent) to repay such advances if it is ultimately determined that such person is not entitled to indemnification. 5.11.2 The Surviving Corporation shall use its best efforts to cause to be maintained in effect covered for not less than a period of six (6) years from the Effective Time the current policies of directors, and officers, liability insurance maintained by the Company and its subsidiaries such policy (provided that the Surviving Corporation Parent may substitute therefor policies of at least the same coverage and amounts containing terms and conditions which that are no not less advantageous so long as no lapse in coverage occurs as a result of than such substitutionpolicy) with respect to all matters, including the transactions contemplated hereby, acts or omissions occurring prior to and including the Effective TimeTime that were committed by such officers and directors in their capacity as such; provided thatprovided, that in the no event that any Claim or Claims are asserted or made within such six-year period, such insurance shall be continued in respect of any such Claim or Claims until final disposition of any and all such Claims; provided further that the Surviving Corporation shall not Parent be required to pay annual premiums in excess expend per year of 200% coverage more than the Maximum D&O Amount. If notwithstanding the use of reasonable best efforts to do so, Parent or the Company's total current annual premiums for such insurance and if the Surviving Corporation , as applicable, is unable to maintain or obtain the insurance required called for by this Section 5.11 it paragraph, Parent or the Company, as applicable, shall obtain as much comparable insurance as can available for the Maximum D&O Amount. The Indemnitees may be obtained required to make reasonable application and provide reasonable and customary representations and warranties to applicable insurance carriers for an annual premium equal the purpose of obtaining such insurance. (c) The Indemnitees to whom this Section 5.9 applies shall be third party beneficiaries of this Section 5.9. The provisions of this Section 5.9 are intended to be for the benefit of each Indemnitee and his or her heirs and are in addition to, and not in substitution for, any other rights to indemnification or contribution that any such individual may have under the Company Charter Documents or under those Contracts disclosed on Section 5.9 of the Company Disclosure Schedules. The obligations of Parent and the Surviving Corporation under this Section 5.9 shall not be terminated or modified in such a manner as to adversely affect the rights of any Indemnitee to whom this Section 5.9 applies unless (i) such termination or modification is required by applicable Law or (ii) the affected Indemnitee has consented in writing to such maximum amounttermination or modification. (d) The Company shall use reasonable best efforts to obtain, no later than April 30, 2014, supplemental insurance policies to its existing employment practices liability insurance policies, in form and substance (including as to coverage amounts and coverage periods) reasonably acceptable to Parent (the “Tail Policies”), in order to insure against events occurring on or prior to the Closing; provided, that in no event shall the Company be required to expend per year of coverage more than $1,000,000 (the “Maximum EPL Amount”) to maintain or procure insurance coverage pursuant hereto. If, notwithstanding the use of reasonable best efforts to do so, the Company is unable to maintain or obtain the insurance called for by this paragraph, the Company shall obtain as much comparable insurance as available for the Maximum EPL Amount. (e) In the event that the Surviving Corporation or any of its successors or assigns (i) consolidates with or merges into any other Person and is not the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers or conveys all or substantially all of its properties and assets to any Person, then, and in each such case, proper provision shall be made so that the successors and assigns of the Surviving Corporation shall assume all of the obligations thereof set forth in this Section 5.9.

Indemnification and Insurance. 5.11.1 The Company (a) Licensee shall indemnify indemnify, defend and hold harmlessharmless the Foundation and its current and former directors, board members, trustees, officers, employees, and after agents and their respective successors, heirs and assigns (collectively, the Effective Time the Surviving Corporation shall indemnify and hold harmless“Indemnitees”), each present and former employee, agent, director or officer of the Company and its subsidiaries (the "Indemnified Parties") from and against any and all claims claims, liabilities, costs, expenses, damages, deficiencies, losses or obligations of any kind or nature (including reasonable attorneys’ fees and other costs and expenses of litigation) (collectively “Claims”) based upon, arising out of of, or in connection with activitiesotherwise relating to this Agreement, including without limitationlimitation any cause of action relating to product liability concerning any product, the transactions contemplated by process, or service made, used, or sold pursuant to any right or license granted under this Agreement. (b) Licensee shall, in such capacityat its own expense, or on behalf of, or at the request of the Company, its subsidiaries or affiliates, provide attorneys reasonably acceptable to the fullest extent permitted under Delaware law (subject Foundation to applicable limitations thereunder) and in addition, to the fullest extent provided in their respective charters defend against any actions brought or Bylaws (subject to applicable limitations thereunder) or filed against any contract or other arrangement in effect at the date hereof which obligations shall survive the Merger and shall continue in full force and effect for a period of not less than six years from the Effective Time; provided, however, that if any claim or claims (a "Claim or Claims") are asserted or made within such six year period, all rights to indemnification in respect of any such Claim or Claims shall continue until disposition of any and all such Claims. Without limiting the foregoing, the Company, and after the Effective Time the Surviving Corporation, shall advance expenses incurred Indemnitee hereunder with respect to the foregoingsubject of indemnity contained herein, as they whether or not such actions are incurredrightfully brought. (c) Licensee shall, to the fullest extent permitted under applicable lawat its sole cost and expense, provided that the person on whose behalf the expenses are advanced provides procure and undertakes (which need maintain commercial general liability insurance with reasonable coverage for Licensee’s line of business. The amount of insurance coverage shall not be secured) construed to repay such advances if it is ultimately determined that such person is not entitled to indemnification. 5.11.2 The Surviving Corporation shall use its best efforts to cause to be maintained in effect for not less than six years from the Effective Time the current policies create a limitation of directors, and officers, Licensee’s liability insurance maintained by the Company and its subsidiaries (provided that the Surviving Corporation may substitute therefor policies of at least the same coverage containing terms and conditions which are no less advantageous so long as no lapse in coverage occurs as a result of such substitution) with respect to all matters, including its indemnification obligations under this Agreement. (d) Licensee shall provide the transactions contemplated hereby, occurring Foundation with written evidence of such insurance upon request of the Foundation. Licensee shall provide the Foundation with written notice at least thirty (30) days prior to and including the Effective Timecancellation, non-renewal, or material change in such insurance; provided that, in the event that any Claim or Claims are asserted or made if Licensee does not obtain replacement insurance providing comparable coverage within such six-year thirty (30) day period, the Foundation shall have the right to terminate this Agreement effective at the end of such thirty (30) day period without notice or any additional waiting periods. (e) Licensee shall maintain such commercial general liability insurance for a reasonable period, which period in no event shall be continued in respect less than five (5) years after the expiration or termination of any such Claim or Claims until final disposition of any and all such Claims; provided further that the Surviving Corporation shall not be required to pay annual premiums in excess of 200% of the Company's total current annual premiums for such insurance and if the Surviving Corporation is unable to obtain the insurance required by this Section 5.11 it shall obtain as much comparable insurance as can be obtained for an annual premium equal to such maximum amount.Agreement

Indemnification and Insurance. 5.11.1 The Company shall indemnify (a) All rights to exculpation, indemnification and hold harmless, and after advancement of expenses for acts or omissions occurring at or prior to the Effective Time now existing in favor of the Surviving Corporation shall indemnify and hold harmlesscurrent or former directors, each present and former employee, agent, director officers or officer employees of the Company and its subsidiaries (or any Company Subsidiary, as provided in the "Indemnified Parties") from and against any and all claims arising out of or in connection with activities, including without limitation, the transactions contemplated by this Agreement, in such capacity, or on behalf of, or at the request Constituent Documents of the Company, its subsidiaries or affiliates, to the fullest extent permitted under Delaware law (subject to applicable limitations thereunder) and in addition, to the fullest extent provided in their respective charters or Bylaws (subject to applicable limitations thereunder) any Post-Restructuring Company Subsidiary or any contract Purchased Entity or other arrangement in effect at any agreement with the date hereof which obligations Company, any Post-Restructuring Company Subsidiary or any Purchased Entity, shall survive the Merger and shall continue in full force and effect for a period of not less than six years from in accordance with their terms. From and after the Effective Time, the Surviving Corporation shall pay, perform and discharge, in accordance with their respective terms, the Company’s, a Post-Restructuring Company Subsidiary’s or a Purchased Entity’s obligations with respect to such rights to exculpation, indemnification and advancement of expenses. (b) Prior to the Effective Time, the Company shall and, if the Company is unable to, Parent shall cause the Surviving Corporation to obtain and fully pay for “tail” prepaid insurance policies with a claim period of six (6) years from and after the Effective Time from an insurance carrier believed to be sound and reputable with respect to directors’ and officers’ liability insurance and fiduciary insurance (collectively, “D&O Insurance”), for the Company’s and the Company Subsidiaries’ current and former directors and officers (other than any current or former director and officer of APL or its Subsidiaries), but only as to such Persons’ status as a director or officer with the Company or a Company Subsidiary (other than APL or its Subsidiaries) and only for facts or events that occurred at or prior to the Effective Time, which D&O Insurance (i) shall not have an annual premium in excess of 250% of the last annual premium paid by the Company (which annual premium is set forth on Section 6.7(b) of the Company Disclosure Letter, the “Maximum Premium”) prior to the date hereof for its existing D&O Insurance, (ii) has terms, conditions, retentions and limits of coverage at least as favorable as the Company’s existing D&O Insurance with respect to matters existing or occurring prior to the Effective Time (including with respect to acts or omissions occurring in connection with this Agreement and the Restructuring Agreements and consummation of the transaction contemplated hereby and thereby); provided, however, that if any claim or claims (a "Claim or Claims") are asserted or made within such six year periodterms, all rights to indemnification in respect conditions, retentions and limits of any such Claim or Claims shall continue until disposition of any and all such Claims. Without limiting the foregoing, coverage at least as favorable as the Company, and after the Effective Time the Surviving Corporation, shall advance expenses incurred with respect to the foregoing, as they are incurred, to the fullest extent permitted under applicable law, provided that the person on whose behalf the expenses are advanced provides and undertakes (which need ’s existing D&O Insurance cannot be secured) to repay such advances if it is ultimately determined that such person is not entitled to indemnification. 5.11.2 The Surviving Corporation obtained or can be obtained only by paying an annual premium in excess of the Maximum Premium, Parent shall use its best efforts to cause to be maintained in effect for not less than six years from the Effective Time the current policies of directors, and officers, liability insurance maintained by the Company and its subsidiaries (provided that the Surviving Corporation may substitute therefor policies of at least the same coverage containing terms and conditions which are no less advantageous so long as no lapse in coverage occurs as a result of such substitution) with respect to all matters, including the transactions contemplated hereby, occurring prior to and including the Effective Time; provided that, in the event that any Claim or Claims are asserted or made within such six-year period, such insurance shall be continued in respect of any such Claim or Claims until final disposition of any and all such Claims; provided further that the Surviving Corporation shall not only be required to pay annual premiums in excess of 200% of the Company's total current annual premiums for such insurance and if the Surviving Corporation is unable to obtain the insurance required by this Section 5.11 it shall obtain as much comparable similar insurance as can be obtained is reasonably practicable for an annual premium equal to the Maximum Premium and (iii) Parent shall, and shall cause the Surviving Corporation after the Effective Time, to maintain such maximum amountpolicies in full force and effect, for its full six (6) year term, and to continue to honor its respective obligations thereunder. If the Company and the Surviving Corporation for any reason fail to obtain such “tail” prepaid insurance as of the Effective Time, the Surviving Corporation shall, and Parent shall cause the Surviving Corporation to, continue to maintain in effect, for a period of six (6) years from and after the Effective Time for the Company’s and the Company Subsidiaries’ current and former directors and officers (other than any current or former director and officer of APL or its Subsidiaries), but only as to such Persons’ status as a director or officer with the Company or a Company Subsidiary (other than APL or its Subsidiaries) and only for facts or events that occurred at or prior to the Effective Time, the D&O Insurance, which D&O Insurance (i) shall not have an annual premium in excess of the Maximum Premium, (ii) has terms, conditions, retentions and limits of coverage at least as favorable as the Company’s existing D&O Insurance with respect to matters existing or occurring prior to the Effective Time (including with respect to acts or omissions occurring in connection with this Agreement and the Restructuring Agreements and consummation of the transaction contemplated hereby and thereby); provided, however, that if terms, conditions, retentions and limits of coverage at least as favorable as the Company’s existing D&O Insurance cannot be obtained or can be obtained only by paying an annual premium in excess of the Maximum Premium, Parent shall only be required to obtain as much similar insurance as is reasonably practicable for an annual premium equal to the Maximum Premium and (iii) Parent shall, and shall cause the Surviving Corporation after the Effective Time, to maintain such policies in full force and effect, for its full six (6) year term, and to continue to honor its respective obligations thereunder. (c) The obligations of Parent and Surviving Corporation under this Section 6.7 shall not be terminated, amended or modified in any manner so as to materially and adversely affect any Person (including such Person’s successors, heirs and legal representatives) entitled to indemnification or insurance coverage as provided in Section 6.7(a) and Section 6.7(b) without the consent of such affected Person (it being expressly agreed that the Persons to whom this Section 6.7 applies shall be third-party beneficiaries of this Section 6.7, and this Section 6.7 shall be enforceable by such Persons and their respective successors, heirs and legal representatives and shall be binding on all successors and permitted assigns of Parent and the Surviving Corporation). (d) If Parent or any of its successors or permitted assigns (i) shall consolidate with or merge into any other corporation or entity and shall not be the continuing or surviving corporation or entity of such consolidation or merger or (ii) shall 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 that the successors and permitted assigns of Parent shall assume all of the obligations set forth in this Section 6.7. Parent shall ensure that for the term of any indemnification obligation set forth in Section 6.7(a) that the net worth of the Company on a consolidated basis shall not be less than the net worth of the Company on a consolidated basis (excluding the Pipeline Subsidiaries) immediately prior to the Effective Time. (e) The rights of the Person entitled to indemnification or insurance coverage as provided in Section 6.7(a) and Section 6.7(b) shall be in addition to any rights such Persons may have under the certificate of incorporation or bylaws of the Surviving Corporation or any of its Subsidiaries, or under any applicable Contracts or Laws.

Indemnification and Insurance. 5.11.1 (a) The Bylaws of the Company Surviving Corporation shall contain the provisions with respect to indemnification set forth in Article VI of the Third Amended and Restated Bylaws 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 date of this Agreement were 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 Bylaws or under the Indemnification Agreements set forth in SECTION 2.10 of the Company Disclosure Letter and regardless of whether the Company Merger becomes effective, indemnify and hold harmless, and after the Effective Time Time, Parent and the Company Surviving Corporation shall indemnify jointly and hold harmless, each present and former employee, agent, director or officer of the Company and its subsidiaries (the "Indemnified Parties") from and against any and all claims arising out of or in connection with activities, including without limitation, the transactions contemplated by this Agreement, in such capacity, or on behalf of, or at the request of the Company, its subsidiaries or affiliates, to the fullest extent permitted under Delaware law (subject to applicable limitations thereunder) and in addition, to the fullest extent provided in their respective charters or Bylaws (subject to applicable limitations thereunder) or any contract or other arrangement in effect at the date hereof which obligations shall survive the Merger and shall continue in full force and effect for a period of not less than six years from the Effective Time; provided, however, that if any claim or claims (a "Claim or Claims") are asserted or made within such six year period, all rights to indemnification in respect of any such Claim or Claims shall continue until disposition of any and all such Claims. Without limiting the foregoing, the Company, and after the Effective Time the Surviving Corporation, shall advance expenses incurred with respect to the foregoing, as they are incurredseverally, to the fullest extent permitted under applicable law, indemnify and hold harmless, each present and former director, officer, employee, fiduciary and agent 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, arising out of or pertaining to any action or omission occurring prior to the Effective Time arising out of or pertaining to the transactions contemplated by this Agreement for a period of four years after the date hereof. In the event of any such claim, action, suit, proceeding or investigation (whether arising before or after the Effective Time), (i) the Company or the Company Surviving Corporation, as the case by be, shall pay the reasonable fees and expenses of counsel selected by the Indemnified Parties, which counsel shall be reasonably satisfactory to the Company or the Company Surviving Corporation, promptly after statements therefor are received provided that the any person on whose behalf the to whom expenses are advanced provides and undertakes (which need not be secured) a customary undertaking complying with applicable law to repay such advances if it is ultimately determined that such person is not entitled to indemnification. 5.11.2 The , (ii) the Company and the Company Surviving Corporation will cooperate in the defense of any such matter, and (iii) any determination required to be made in connection with a claim for indemnification, with respect to whether an Indemnified party's conduct complies with the standards set forth under Delaware Law and the Company's or the Company Surviving Corporation's certificate of incorporation or bylaws, shall be made by independent counsel mutually acceptable to the Company Surviving Corporation and the Indemnified Party; PROVIDED, HOWEVER, that neither the Company nor the Company Surviving Corporation shall use be liable for any settlement effected without its best efforts to cause to written consent (which consent shall not be maintained in effect for not less than six years from the Effective Time the current policies of directorsunreasonably withheld); and PROVIDED FURTHER, and officers, liability insurance maintained by that neither the Company and its subsidiaries (provided that nor the Company Surviving Corporation may substitute therefor policies shall be obligated pursuant to this SECTION 5.10 to pay the fees and disbursements of at least more than one counsel for all Indemnified Parties in any single action except to the same coverage containing terms and conditions which are no less advantageous so long as no lapse extent that, in coverage occurs as a result the opinion of counsel for the Indemnified Parties, two or more of such substitution) with respect to all matters, including Indemnified Parties have conflicting interests in the transactions contemplated hereby, occurring prior to outcome of such action; and including the Effective Time; provided PROVIDED FURTHER that, in the event that any Claim claim or Claims claims for indemnification are asserted or made within such sixfour-year period, such insurance shall be continued all rights to indemnification in respect of any such Claim claim or Claims claims shall continue until final the disposition of any and all such Claimsclaims. (c) For six years after the Effective Time, the Company Surviving Corporation shall provide directors' and officers' liability insurance in respect of acts or omissions occurring prior to the Effective Time covering each such Indemnified Party covered as of the date hereof or hereafter by the Company's directors' and officers' liability insurance policy on terms with respect to coverage and amounts no less favorable than those of such policy in effect on the date hereof; provided further PROVIDED, HOWEVER, that in no event shall the Company Surviving Corporation be required to expend in any one year an amount in excess of 300% 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 Company Surviving Corporation shall be obligated to obtain a policy with the greatest coverage available for a cost not exceeding such amount. (d) In the event the Company Surviving Corporation or any of its successors or assigns (i) consolidates with or merges into any other person and shall not be the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers all or substantially all of its properties and assets to any person, then and in each such case, proper provisions shall be made so that the successors and assigns of the Company Surviving Corporation, or at Parent's or Holdco's option, Parent or Holdco, shall assume the obligations set forth in this SECTION 5.10. (e) This SECTION 5.10 shall survive any termination of this Agreement and the consummation of the Company Merger at the Effective Time, is intended to benefit the Company, the Surviving Corporation and the Indemnified Parties, and shall not be required to pay annual premiums in excess of 200% binding on all successors and assigns of the Company's total current annual premiums for such insurance Surviving Corporation. Parent and if Holdco shall cause the Surviving Corporation is unable Company to obtain the insurance required by honor its obligations pursuant to this Section 5.11 it shall obtain as much comparable insurance as can be obtained for an annual premium equal to such maximum amountSECTION 6.10.

Indemnification and Insurance. 5.11.1 The Company (a) From and after the Effective Time, Acquiror and the Surviving Entity agree that they shall indemnify and hold harmless, and after the Effective Time the Surviving Corporation shall indemnify and hold harmless, harmless each present and former employee, agent, director or and officer of the Company and each of its subsidiaries (the "Indemnified Parties") from and Subsidiaries against any and all claims costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred in connection with any Action, whether civil, criminal, administrative or investigative, arising out of or pertaining to matters existing or occurring at or prior to the Effective Time, whether asserted or claimed prior to, at or after the Effective Time, to the fullest extent that the Company or its Subsidiaries, as the case may be, would have been permitted under applicable Law and its certificate of incorporation, bylaws and indemnification agreements in connection with activities, effect on the date of this Agreement to indemnify such Person (including without limitation, the transactions contemplated by this Agreement, in such capacity, or on behalf of, or at the request advancing of the Company, its subsidiaries or affiliates, expenses as incurred to the fullest extent permitted under Delaware law (subject to applicable limitations thereunder) and in additionLaw). Without limiting the foregoing, to the fullest extent provided in their respective charters or Bylaws (subject to applicable limitations thereunder) or any contract or other arrangement in effect at the date hereof which obligations shall survive the Merger Acquiror shall, and shall continue in full force cause the Surviving Entity and effect 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, bylaws, and indemnification agreements, to the extent applicable, 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 its certificate of incorporation, bylaws, and indemnification agreements, to the extent applicable, 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. Acquiror shall assume, and be liable for, and shall cause the Surviving Entity and their respective Subsidiaries to honor, each of the covenants in this Section 7.02. (b) Prior to the Effective Time; provided, howeverAcquiror shall be permitted to obtain a “tail” insurance policy covering those Persons who are currently covered by the Acquiror’s directors’ and officers’ liability insurance policies, that if any claim or claims (provides coverage for up to a "Claim or Claims") are asserted or made within such six six-year period, all rights to indemnification in respect of any such Claim or Claims shall continue until disposition of any and all such Claims. Without limiting the foregoing, the Company, period from and after the Effective Time for events occurring prior to the Effective Time (the “Tail Insurance”) that is substantially equivalent to and in any event not less favorable in the aggregate than Acquiror’s existing policy or, if substantially equivalent insurance coverage is unavailable, the best available coverage. If obtained, the Surviving CorporationEntity shall, for a period of six years after the Effective Time, maintain the Tail Insurance in full force and effect, and continue to honor the obligations thereunder, and the Surviving Entity shall advance expenses incurred timely pay or cause to be paid all premiums with respect to the foregoing, as they are incurred, Tail Insurance. (c) Notwithstanding anything contained in this Agreement to the fullest extent permitted under applicable lawcontrary, provided that this Section 7.02 shall survive the person consummation of the Merger indefinitely and shall be binding, jointly and severally, on whose behalf the expenses are advanced provides Acquiror and undertakes (which need not be secured) to repay such advances if it is ultimately determined that such person is not entitled to indemnification. 5.11.2 The Surviving Corporation shall use its best efforts to cause to be maintained in effect for not less than six years from the Effective Time the current policies of directors, and officers, liability insurance maintained by the Company and its subsidiaries (provided that the Surviving Corporation may substitute therefor policies Entity and all successors and assigns of at least Acquiror and the same coverage containing terms and conditions which are no less advantageous so long as no lapse in coverage occurs as a result of such substitution) with respect to all matters, including the transactions contemplated hereby, occurring prior to and including the Effective Time; provided that, in Surviving Entity. In the event that any Claim or Claims are asserted or made within such six-year periodAcquiror, such insurance shall be continued in respect of any such Claim or Claims until final disposition of any and all such Claims; provided further that the Surviving Corporation Entity or any of their respective successors or assigns consolidates with or merges into any other Person and shall not be required 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 pay annual premiums any Person, then, and in excess each such case, Acquiror and the Surviving Entity shall ensure that proper provision shall be made so that the successors and assigns of 200% Acquiror or the Surviving Entity, as the case may be, shall succeed to the obligations set forth in this Section 7.02. The obligations of Acquiror and the Surviving Entity under this Section 7.02 shall not be terminated or modified in such a manner as to materially and adversely affect any present and former director and officer of the Company's total current annual premiums for such insurance and if Company without the Surviving Corporation is unable to obtain consent of the insurance required by this Section 5.11 it shall obtain as much comparable insurance as can be obtained for an annual premium equal to such maximum amountaffected Person.

Indemnification and Insurance. 5.11.1 The (a) Parent and Merger Sub agree that all rights to indemnification by the Company shall indemnify and hold harmlessnow existing in favor of each individual who is now, and after or has been at any time prior to the date hereof or who becomes prior to the Effective Time the Surviving Corporation shall indemnify and hold harmless, each present and former employee, agent, an officer or director or officer of the Company and its subsidiaries or any Company Subsidiary or an employee of the Company or any Company Subsidiary or who acts as a fiduciary under any of the Company Employee Benefit Plans (each an “Indemnified Party”) as provided in the "Indemnified Parties") from and against any and all claims arising out Company’s certificate of incorporation or bylaws, in connection with activities, including without limitation, each case as in effect on the transactions contemplated by date of this Agreement, or pursuant to any other agreements in such capacityeffect on the date hereof, or on behalf of, or at the request of the Company, its subsidiaries or affiliates, including provisions relating to the fullest extent permitted under Delaware law (subject to applicable limitations thereunder) and advancement of expenses incurred in additionthe defense of any action or suit, to the fullest extent provided in their respective charters or Bylaws (subject to applicable limitations thereunder) or any contract or other arrangement in effect at the date hereof which obligations shall survive the Merger and shall continue remain in full force and effect and the Surviving Corporation shall honor and fulfill in all material respects such rights to indemnification. In addition, during the period commencing at the Effective Time and ending on the sixth (6th) anniversary of the Effective Time, the certificate of incorporation and bylaws of the Surviving Corporation shall contain provisions with respect to indemnification, exculpation and the advancement of expenses that are at least as favorable to the Indemnified Parties as the indemnification, exculpation and advancement of expenses provisions set forth in the certificate of incorporation and bylaws of the Company as of the date hereof, and during such six-year period, such provisions shall not be repealed, materially amended or otherwise modified in any material respect except as required by applicable Law. (b) The Surviving Corporation 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 from after the Effective Time, but only to the extent related to actions or omissions prior to the Effective Time; provided, however, that if any claim or claims (a "Claim or Claims") are asserted or made within such six year period, all rights to indemnification in respect of any such Claim or Claims shall continue until disposition of any and all such Claims. Without limiting the foregoing, the Company, and after the Effective Time the Surviving Corporation, shall advance expenses incurred with respect to the foregoing, as they are incurred, to the fullest extent permitted under applicable law, provided that the person on whose behalf the expenses are advanced provides and undertakes (which need not be securedi) to repay such advances if it is ultimately determined that such person is not entitled to indemnification. 5.11.2 The Surviving Corporation shall use its best efforts to cause to be maintained in effect for not less than six years from the Effective Time the current policies of directors, and officers, liability insurance maintained by the Company and its subsidiaries (provided that the Surviving Corporation may substitute therefor policies of at least the same coverage and amounts, in the aggregate, and containing terms and conditions which are no less advantageous so long as no lapse to such former directors or officers and (ii) such substitution shall not result in gaps or lapses of coverage occurs as a result of such substitution) with respect to all matters, including the transactions contemplated hereby, matters occurring prior to and including the Effective Time; provided thatprovided, further, that in no event shall the event Surviving Corporation be required to expend more than an amount per year equal to 300% of current annual premiums paid by the Company for such insurance (the “Maximum Amount”) to maintain or procure insurance coverage pursuant to this Section 6.9; and provided, further, that any Claim if the amount of the annual premiums necessary to maintain or Claims are asserted or made within procure such insurance coverage exceeds the Maximum Amount, the Surviving Corporation shall procure and maintain for such six-year periodperiod as much coverage as reasonably practicable for the Maximum Amount. Prior to the Effective Time, notwithstanding anything to the contrary set forth in this Agreement, the Company may, without Parent’s prior consent, purchase a six-year “tail” prepaid policy on the D&O Insurance at a cost per year covered for such insurance tail policy not to exceed the Maximum Amount, and such “tail” policy shall be continued in respect satisfy the provisions of any such Claim or Claims until final disposition this Section 6.9(b). (c) Without limiting the generality of any the provisions of Section 6.9(a), during the period commencing at the Effective Time and all such Claims; provided further that ending on the sixth (6th) anniversary of the Effective Time, the Surviving Corporation shall not be required indemnify and hold harmless each Indemnified Party from and against, and advance expenses to pay annual premiums each Indemnified Party in excess respect of, any costs, fees and expenses (including reasonable attorneys’ fees and investigation expenses), judgments, fines, losses, claims, damages, liabilities and amounts paid in settlement in connection with any claim, proceeding, investigation or inquiry, whether civil, criminal, administrative or investigative, to the extent such claim, proceeding, investigation or inquiry arises out of 200% (i) any action or omission or alleged action or omission in such Indemnified Party’s capacity as a director, officer, employee or agent of the Company's total current annual premiums for Company or any of the Company Subsidiaries (regardless of whether such insurance and if action or omission, or alleged action or omission, occurred prior to, at or after the Effective Time), or (ii) any of the Transactions; provided, however, that if, at any time prior to the sixth (6th) anniversary of the Effective Time, any Indemnified Party delivers to Parent or the Surviving Corporation is unable to obtain the insurance required by a written notice asserting a claim for indemnification under this Section 5.11 6.9(c), then the claim asserted in such notice shall survive the sixth (6th) anniversary of the Effective Time until such time as such claim is fully and finally resolved; and provided further, however, that no Indemnified Party shall enter into any such settlement without the prior written consent of the Surviving Corporation (which consent shall not be unreasonably withheld, delayed or conditioned). In the event of any such claim, proceeding, investigation or inquiry, (A) the Surviving Corporation shall have the right to control the defense thereof after the Effective Time (it being understood that, by electing to control the defense thereof, subject to the terms and conditions of this Section 6.9(c), the Surviving Corporation will be deemed to have waived any right to object to the Indemnified Party’s entitlement to indemnification hereunder with respect thereto); (B) in the event the Indemnified Party reasonably concludes, after consultation with his or her own counsel, that there is an actual or potential material conflict of interest arising in connection with Parent’s controlling such defense, such Indemnified Party shall obtain be entitled to retain his or her own counsel, whether or not the Surviving Corporation shall elect to control the defense of any such claim, proceeding, investigation or inquiry; (C) the Surviving Corporation shall pay the reasonable fees and expenses of such counsel promptly after statements therefor are received, whether or not the Surviving Corporation elects to control the defense of any such claim, proceeding, investigation or inquiry; and (D) no Indemnified Party shall be liable for any settlement effected without his or her prior express written consent (which shall not be unreasonably withheld, conditioned or delayed) if such settlement provides for any remedy other than the payment of money damages that are paid by the Surviving Corporation pursuant to its indemnification obligations set forth herein. (d) The obligations of Parent and the Surviving Corporation under this Section 6.9 shall survive the consummation of the Merger and shall not be terminated or modified in such a manner as much comparable insurance to adversely affect any Indemnified Party to whom this Section 6.9 applies without the consent of such affected Indemnified Party (it being expressly agreed that the Indemnified Parties to whom this Section 6.9 applies shall be third party beneficiaries of this Section 6.9, each of whom may enforce the provisions of this Section 6.9). The rights of the Indemnified Persons under this Section 6.9 shall be in addition to, and not in substitution for, any other rights that such individuals may have under the certificates of incorporation, bylaws or other equivalent organizational documents, any and all indemnification agreements of or entered into by the Company or any Company Subsidiary, or applicable Law (whether at law or in equity). (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 each such case, proper provision shall be made so that the successors and assigns of Parent or the Surviving Corporation, as can the case may be, shall assume all of the obligations set forth in this Section 6.9. (f) Nothing in this Agreement is intended to, shall be obtained construed to, or shall release, waive or impair any rights to D&O Insurance claims under any policy that is or has been in existence with respect to the Company or any of the Company Subsidiaries for an annual premium equal any of their respective directors, officers or other employees, it being understood and agreed that the indemnification provided for in this Section 6.9 is not prior to or in substitution for any such maximum amountclaims under such policies.

Indemnification and Insurance. 5.11.1 The Company shall indemnify and hold harmless, (a) From and after the Effective Time Time, eMerge shall, and shall cause the Surviving Corporation shall Entity to, indemnify and hold harmless, harmless each present and former employee, agent, director or and officer of eMerge determined as of the Company and its subsidiaries Effective Time (the "“Indemnified Parties"”) from and against any and all claims costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities (collectively, “Costs”) incurred in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of or pertaining to matters existing or occurring at or prior to the Effective Time (including, without limitation, in connection with activities, including without limitation, the transactions contemplated by this Agreement), in such capacitywhether asserted or claimed prior to, at or on behalf of, or at after the request of the Company, its subsidiaries or affiliatesEffective Time, to the fullest extent permitted under Delaware law the DGCL (subject to applicable limitations thereunder) and in addition, to the fullest extent provided in their respective charters or Bylaws (subject to applicable limitations thereunder) or any contract or other arrangement in effect at the date hereof which obligations shall survive the Merger eMerge and shall continue in full force and effect for a period of not less than six years from the Effective Time; provided, however, that if any claim or claims (a "Claim or Claims") are asserted or made within such six year period, all rights to indemnification in respect of any such Claim or Claims shall continue until disposition of any and all such Claims. Without limiting the foregoing, the Company, and after the Effective Time the Surviving Corporation, Entity shall also advance expenses as incurred with respect to the foregoing, as they are incurred, to the fullest extent permitted under applicable law, provided that the person on whose behalf the Person to whom expenses are advanced provides and undertakes (which need not be secured) an undertaking to repay such advances if it is ultimately determined that such person Person is not entitled to indemnification). 5.11.2 (b) Any Indemnified Party wishing to claim indemnification under paragraph (a) of this Section 10.02, upon learning of any such claim, action, suit, proceeding or investigation, shall promptly notify eMerge thereof, but the failure to so notify shall not relieve eMerge or the Surviving Entity of any liability it may have to such Indemnified Party if such failure does not materially prejudice eMerge or the Surviving Entity. In the event of any such claim, action, suit, proceeding or investigation (whether arising before or after the Effective Time), eMerge shall have the right to assume the defense thereof, and neither eMerge nor the Surviving Entity shall be liable to such Indemnified Parties for any legal expenses of other counsel or any other expenses subsequently incurred by such Indemnified Parties in connection with the defense thereof, except that if eMerge elects not to assume such defense or counsel for the Indemnified Parties advises that there are issues which raise conflicts of interest between eMerge and the Indemnified Parties, the Indemnified Parties may retain counsel satisfactory to them, and eMerge shall pay all reasonable fees and expenses of such counsel for the Indemnified Parties promptly as statements therefor are received; provided, however, that neither eMerge or the Surviving Entity shall be responsible for the payment of fees and expenses of more than one law firm to represent the Indemnified Parties in connection with a single action in a particular jurisdiction, except that if such law firm concludes that it cannot represent multiple Indemnified Parties, then eMerge and the Surviving Entity shall be responsible for the payment of fees and expenses of up to one law firm per Indemnified Party. (c) If eMerge or any of its successors or assigns (i) shall consolidate with or merge into any other corporation or entity and shall not be the continuing or surviving corporation or entity of such consolidation or merger or (ii) shall transfer all or substantially all of its properties and assets to any individual, corporation or other entity, then and in each such case proper provisions shall be made so that the successors and assigns of eMerge shall assume all of the obligations set forth in this Section. (d) The Surviving Corporation shall use its best efforts to cause provisions of this Section are intended to be maintained for the benefit of, and shall be enforceable by, each of the Indemnified Parties, their heirs and their representatives. (e) eMerge shall purchase a six-year extended reporting period endorsement (“reporting tail coverage”) under eMerge’s existing directors’ and officers’ liability insurance coverage, provided that such reporting tail coverage shall extend the director and officer liability coverage in effect for not less than six years force as of the date hereof from the Effective Time the current policies of directors, and officers, liability insurance maintained by the Company and its subsidiaries (provided on terms that the Surviving Corporation may substitute therefor policies of at least the same coverage containing terms and conditions which in all material respects are no less advantageous so long as no lapse in coverage occurs as a result of such substitution) with respect to all matters, including the transactions contemplated hereby, occurring prior to intended beneficiaries thereof than the existing directors’ and including the Effective Time; provided that, in the event that any Claim or Claims are asserted or made within such six-year period, such insurance shall be continued in respect of any such Claim or Claims until final disposition of any and all such Claims; provided further that the Surviving Corporation shall not be required to pay annual premiums in excess of 200% of the Company's total current annual premiums for such insurance and if the Surviving Corporation is unable to obtain the insurance required by this Section 5.11 it shall obtain as much comparable insurance as can be obtained for an annual premium equal to such maximum amountofficers’ liability insurance.

Indemnification and Insurance. 5.11.1 (a) The Company shall indemnify partnership agreement of the Surviving Entity shall, with respect to indemnification of directors and hold harmlessofficers, and not be amended, repealed or otherwise modified after the Effective Time in any manner that would adversely affect the Surviving Corporation shall indemnify and hold harmless, each present and former employee, agent, director or officer rights thereunder of the Company and its subsidiaries Persons who at any time prior to the Effective Time were identified as prospective indemnitees under the Partnership Agreement in respect of actions or omissions occurring at or prior to the Effective Time (the "Indemnified Parties") from and against any and all claims arising out of or in connection with activities, including without limitation, the transactions contemplated by this Agreement). (b) All rights to indemnification, advancement of expenses and exculpation from liabilities for acts or omissions occurring at or prior to the Effective Time (including the transactions contemplated by this Agreement) now existing in such capacityfavor of the Indemnified Parties as provided in the Partnership Agreement, under applicable Delaware law, or on behalf ofotherwise, or at the request of the Company, its subsidiaries or affiliates, to the fullest extent permitted under Delaware law (subject to applicable limitations thereunder) and in addition, to the fullest extent provided in their respective charters or Bylaws (subject to applicable limitations thereunder) or any contract or other arrangement in effect at the date hereof which obligations shall survive the Merger and shall continue in full force and effect for in accordance with their terms after the Effective Time. (c) For a period of not less than six years from after the Effective Time; provided, howeverParent and Partnership Managing GP shall, that if and Parent and Partnership Managing GP shall cause the Surviving Entity (and its successors or assigns) to, maintain officers’ and directors’ liability insurance covering each person who is immediately prior to the Effective Time, or has been at any claim time prior to the Effective Time, an officer or claims director of any of the Partnership Group Entities and each person who immediately prior to the Effective Time is serving or prior to the Effective Time has served at the request of any of the Partnership Group Entities as a director, officer, trustee or fiduciary of another Person (a "Claim collectively, the “Indemnified Parties”) who are or Claims"at any time prior to the Effective Time were covered by the existing officers’ and directors’ liability insurance applicable to the Partnership Group Entities (“D&O Insurance”) on terms substantially no less advantageous to the Indemnified Parties than such existing insurance with respect to acts or omissions, or alleged acts or omissions, prior to the Effective Time (whether claims, actions or other proceedings relating thereto are commenced, asserted or made within such six year period, all rights to indemnification in respect of any such Claim claimed before or Claims shall continue until disposition of any and all such Claims. Without limiting the foregoing, the Company, and after the Effective Time Time). Parent and the Surviving Corporation, Partnership Managing GP shall advance expenses incurred with respect to have the foregoing, as they are incurred, to the fullest extent permitted under applicable law, provided that the person on whose behalf the expenses are advanced provides and undertakes (which need not be secured) to repay such advances if it is ultimately determined that such person is not entitled to indemnification. 5.11.2 The Surviving Corporation shall use its best efforts right to cause coverage to be maintained in effect for not less than six years from extended under the Effective Time the current policies of directors, and officers, liability insurance maintained D&O Insurance by the Company and its subsidiaries (provided that the Surviving Corporation may substitute therefor policies of at least the same coverage containing obtaining a six-year “tail” policy on terms and conditions which are no less advantageous so long as no lapse than the existing D&O Insurance, and such “tail” policy shall satisfy the provisions of this Section 5.7(c). (d) The rights of each Indemnified Party hereunder shall be in coverage occurs as a result addition to any other rights such Indemnified Party may have under the governing documents of such substitutionany Partnership Group Entity, under applicable Delaware Law, under any applicable agreements, by contract or otherwise. The provisions of this Section 5.7 shall survive the consummation of the Merger and expressly are intended to benefit, and shall be enforceable by, each of the Indemnified Parties. (e) with respect to all matters, including the transactions contemplated hereby, occurring prior to and including the Effective Time; provided that, in In the event that Parent, Partnership Managing GP or any Claim of their respective successors or Claims are asserted assigns (i) consolidates with or made within such six-year period, such insurance shall be continued in respect of merges into any such Claim or Claims until final disposition of any other person and all such Claims; provided further that the Surviving Corporation shall not be required the continuing or surviving entity in such consolidation or merger or (ii) transfers all or substantially all of its properties and assets to pay annual premiums any person, then and in excess of 200% of either such case, Parent or Partnership Managing GP, as the Company's total current annual premiums for such insurance and if case may be, shall cause proper provision to be made so that its successors or assigns shall assume the Surviving Corporation is unable to obtain the insurance required by obligations set forth in this Section 5.11 it shall obtain as much comparable insurance as can be obtained for an annual premium equal to such maximum amount5.7.

Indemnification and Insurance. 5.11.1 The Company shall (a) From and after the Closing Date, PubCo agrees that it shall, to the fullest extent that PubCo is permitted under applicable Law and the New PubCo Articles, indemnify and hold harmless, and after the Effective Time the Surviving Corporation shall indemnify and hold harmless, harmless each present and former employee, agent, director or and officer of the Company JV GmbH, PP Holding, Merger Sub, PubCo and its subsidiaries (the "Indemnified Parties") from SEDA and each of their respective Subsidiaries against any and all claims costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred in connection with any Action, whether civil, criminal, administrative or investigative, arising out of or in connection with activitiespertaining to matters existing or occurring at or prior to the Closing, whether asserted or claimed prior to, at or after the Closing Date (including without limitation, the transactions contemplated by this Agreement, in such capacity, or on behalf of, or at the request advancing of the Company, its subsidiaries or affiliates, expenses as incurred to the fullest extent permitted under Delaware law (subject to applicable limitations thereunder) and in additionLaw). Without limiting the foregoing, PubCo shall, to the fullest extent provided in their respective charters or Bylaws permitted by applicable Law and the New PubCo Articles (subject to applicable limitations thereunderi) or any contract or other arrangement in effect at the date hereof which obligations shall survive the Merger and shall continue in full force and effect maintain for a period of not less than six (6) years from the Effective TimeClosing Date provisions in the New PubCo Articles 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 the certificate of incorporation, certificate of formation, bylaws, limited liability company agreement and other organizational documents of JV GmbH, PP Holding, PubCo, Merger Sub, SEDA or their respective Subsidiaries, as applicable, in each case, as of the date hereof 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 applicable Law, including the CA 2006. (b) For a period of three (3) years from the Closing Date, PubCo shall, or shall cause one or more of its Subsidiaries to, maintain in effect directors’ and officers’ liability insurance covering those Persons who are currently covered by SEDA’s or JV GmbH’s, PP Holding’s or their Subsidiaries’ directors’ and officers’ liability insurance policies, and shall use commercially reasonable efforts to ensure that the terms of such policies are not less favorable than the terms of such current directors’ and officers’ liability insurance policies; provided, however, that (i) SEDA or JV GmbH and PP Holding, as applicable, shall cause coverage to be extended under the current directors’ and officers’ liability insurance by obtaining a customary “tail” policy on terms not less favorable than the terms of such current directors’ and officers’ liability insurance policies with respect to claims existing or occurring at or prior to the Closing and (ii) if any claim or claims (a "Claim or Claims") are is asserted or made within such six year period, all rights to indemnification in respect of any such Claim or Claims shall continue until disposition of any and all such Claims. Without limiting the foregoing, the Company, and after the Effective Time the Surviving Corporation, shall advance expenses incurred with respect to the foregoing, as they are incurred, to the fullest extent permitted under applicable law, provided that the person on whose behalf the expenses are advanced provides and undertakes (which need not be secured) to repay such advances if it is ultimately determined that such person is not entitled to indemnification. 5.11.2 The Surviving Corporation shall use its best efforts to cause to be maintained in effect for not less than six years from the Effective Time the current policies of directors, and officers, liability insurance maintained by the Company and its subsidiaries (provided that the Surviving Corporation may substitute therefor policies of at least the same policy coverage containing terms and conditions which are no less advantageous so long as no lapse in coverage occurs as a result of such substitution) with respect to all matters, including the transactions contemplated hereby, occurring prior to and including the Effective Time; provided that, in the event that any Claim or Claims are asserted or made within such six-year period, such insurance shall be continued in respect of any such Claim or Claims claim until the final disposition of any thereof. All costs associated with such “tail policies” shall be borne by SEDA or JV GmbH and PP Holding, as applicable. (c) Notwithstanding anything contained in this Agreement to the contrary, this Section 11.07 shall survive the Closing indefinitely and shall be binding, jointly and severally, on PubCo and all such Claims; provided further successors and assigns of PubCo. In the event that the Surviving Corporation PubCo or any of its successors or assigns consolidates with or merges into any other Person and shall not be required 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 pay annual premiums any Person, then, and in excess each such case, PubCo shall ensure that proper provision shall be made so that the successors and assigns of 200% of PubCo shall succeed to the Company's total current annual premiums for such insurance and if the Surviving Corporation is unable to obtain the insurance required by obligations set forth in this Section 5.11 it shall obtain as much comparable insurance as can be obtained for an annual premium equal to such maximum amount11.07.

Indemnification and Insurance. 5.11.1 The Company (a) Parent and Merger Sub agree that the Merger shall indemnify not affect or diminish any of Bank’s duties and hold harmless, and after obligations of indemnification existing immediately prior to the Effective Time the Surviving Corporation shall indemnify and hold harmless, each present and former employee, agent, director or officer in favor of the Company current or former directors and its subsidiaries officers of Bank arising: (the "Indemnified Parties"i) from and against any and all claims arising out of or in connection with activities, including without limitation, the transactions contemplated by this Agreement, in such capacity, or on behalf of, or at the request virtue of the Company, its subsidiaries or affiliates, to the fullest extent permitted under Delaware law (subject to applicable limitations thereunder) and in addition, to the fullest extent provided in their respective charters Articles of Incorporation or Bylaws of Bank; (subject to applicable limitations thereunderii) by operation of Applicable Law; or (iii) by virtue of any contract or other arrangement agreements in the form in effect at on the date hereof which of this Agreement as set forth on Bank Schedule 8.10, and such duties and obligations shall survive the Merger and shall continue in full force and effect for so long as they would (but for the Merger) otherwise survive and continue in full force and effect. All such provisions for indemnification and limitation of liability now existing in favor of the directors and officers of Bank shall survive the Merger and, unless otherwise provided in any agreement referenced in clause (iii), shall continue in full force and effect with respect to acts or omissions occurring prior to the Effective Time for a period of six years thereafter or, in the case of matters occurring prior to the Effective Time which have not been resolved prior to the sixth anniversary of the Effective Time, until such matters are finally resolved. For a period of six years from the Effective Time, the Surviving Corporation shall maintain in effect the exculpation and indemnification provisions of the Articles of Incorporation and Bylaws or similar organization documents in effect immediately prior to the Effective Time or in any indemnification agreements of Bank with any of their respective directors or officers set forth on Bank Schedule 8.10, 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 or officers of Bank. (b) Parent shall cause the Surviving Corporation to maintain the existing officers’ and directors’ liability insurance including, but not limited to, coverage for acts and omissions of the directors and officers of Bank prior to the Effective Time (“D&O Insurance”) for a period of not less than six years from after the Effective Time; provided, however, that if any claim or claims (a "Claim or Claims") are asserted or made within such six year period, all rights to indemnification in respect of any such Claim or Claims shall continue until disposition of any and all such Claims. Without limiting the foregoing, the Company, and after the Effective Time the Surviving Corporation, shall advance expenses incurred with respect to the foregoing, as they are incurred, to the fullest extent permitted under applicable law, provided that the person on whose behalf the expenses are advanced provides and undertakes (which need not be secured) to repay such advances if it is ultimately determined that such person is not entitled to indemnification. 5.11.2 The Surviving Corporation shall use its best efforts to cause to be maintained in effect for not less than six years from the Effective Time the current policies of directors, and officers, liability insurance maintained by the Company and its subsidiaries (provided that the Surviving Corporation Parent may substitute therefor policies of at least the same substantially equivalent coverage and amounts containing terms and conditions which are no less advantageous so long as no lapse in coverage occurs as a result of favorable to such substitution) with respect to all matters, including the transactions contemplated hereby, occurring prior to and including the Effective Timeformer directors or officers; provided thatfurther, in that if the event that any Claim existing D&O Insurance expires or Claims are asserted is terminated or made within cancelled during such six-year period, such insurance then Parent shall be continued in respect of any such Claim or Claims until final disposition of any and use all such Claims; provided further that the Surviving Corporation shall not be required to pay annual premiums in excess of 200% of the Company's total current annual premiums for such insurance and if the Surviving Corporation is unable commercially reasonable efforts to obtain the insurance required by this Section 5.11 it shall obtain as much comparable insurance as can be obtained for an annual premium equal to such maximum amountsubstantially similar D&O Insurance.

Indemnification and Insurance. 5.11.1 The Company (a) From and after the First Effective Time, Acquiror agrees that it shall indemnify and hold harmless, and after the Effective Time the Surviving Corporation shall indemnify and hold harmless, harmless each present and former employeedirector, agent, director or manager and officer of the Company and its subsidiaries (the "Indemnified Parties") from Acquiror and each of their respective Subsidiaries against any and all claims costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred in connection with any Action, whether civil, criminal, administrative or investigative, arising out of or in connection with activitiespertaining to matters existing or occurring at or prior to the First Effective Time, including without limitationwhether asserted or claimed prior to, at or after the transactions contemplated by this AgreementFirst Effective Time, in such capacity, or on behalf of, or at to the request of fullest extent that the Company, its subsidiaries Acquiror or affiliatestheir 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 Delaware law applicable Law). Without limiting the foregoing, Acquiror shall cause the Surviving Entity and each of its Subsidiaries to (subject to applicable limitations thereunderi) and in addition, to the fullest extent provided in their respective charters or Bylaws (subject to applicable limitations thereunder) or any contract or other arrangement in effect at the date hereof which obligations shall survive the Merger and shall continue in full force and effect maintain for a period of not less than six years from the First Effective TimeTime provisions in its Governing Documents concerning the indemnification, exculpation 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 Law. (b) Acquiror shall use reasonable best efforts to 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 First Effective Time (a “D&O Tail”); provided, however, that (i) if any claim or claims (Acquiror is unable to obtain such D&O Tail, then for a "Claim or Claims") are asserted or made within such six year period, all rights to indemnification in respect period of any such Claim or Claims shall continue until disposition of any and all such Claims. Without limiting the foregoing, the Company, and after the Effective Time the Surviving Corporation, shall advance expenses incurred with respect to the foregoing, as they are incurred, to the fullest extent permitted under applicable law, provided that the person on whose behalf the expenses are advanced provides and undertakes (which need not be secured) to repay such advances if it is ultimately determined that such person is not entitled to indemnification. 5.11.2 The Surviving Corporation shall use its best efforts to cause to be maintained in effect for not less than six years from the First Effective Time the current policies Time, Acquiror shall, or shall cause one or more of its Subsidiaries to, maintain in effect directors, ’ and officers, ’ liability insurance maintained covering those Persons who are currently covered by Acquiror’s directors’ and officers’ liability insurance policies on terms not less favorable than the Company and its subsidiaries (provided that the Surviving Corporation may substitute therefor policies of at least the same coverage containing terms and conditions which are no less advantageous so long as no lapse in coverage occurs as a result of such substitutioncurrent insurance coverage and (ii) with respect to all matters, including the transactions contemplated hereby, occurring prior to and including the Effective Time; provided that, in the event that if any Claim or Claims are claim is asserted or made within such six-year period, such any insurance required to be maintained under this Section 8.02 shall be continued in respect of any such Claim or Claims claim until the final disposition thereof. Notwithstanding the foregoing, in no event shall Acquiror be required to expend an annual premium for such D&O Tail in excess of 500% of the last annual payment made by Acquiror for such directors’ and officers’ liability insurance policies currently in effect as of the date hereof and, in such event, Acquiror shall purchase the maximum coverage available given the foregoing limitation. (c) For a period of six years from the First Effective Time, Acquiror shall, or shall cause one or more of its Subsidiaries to, maintain in effect directors’ and officers’ liability insurance covering those Persons who are currently covered by the Company’s or any of its Subsidiaries’ directors’ and officers’ liability insurance policies (true, correct and complete copies of which have been heretofore made available to Acquiror or its agents or Representatives) on terms not less favorable than the terms of such current insurance coverage; provided, however, that (i) Acquiror may cause coverage to be extended under the current directors’ and officers’ liability insurance by obtaining a six-year D&O Tail 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 First 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. Notwithstanding the foregoing, in no event shall Acquiror be required to expend an annual premium for such D&O Tail in excess of 500% of the last annual payment made by the Company or any of its Affiliates for such directors’ and officers’ liability insurance policies currently in effect as of the date hereof and, in such event, Acquiror shall purchase the maximum coverage available given the foregoing limitation. (d) Acquiror and the Company hereby acknowledge (on behalf of themselves and their respective Subsidiaries) that the indemnified Persons under this Section 8.02 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 Company and their respective Subsidiaries hereunder. The Parties hereby agree (i) that the Acquiror, the Company and their respective Subsidiaries are the indemnitors of first resort (i.e., their obligations to 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 indemnified Persons under this Section 8.02 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 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 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 8.02 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 such Claims; provided further that claims against the Indemnitee Affiliates for contribution, subrogation or any other recovery of any kind in respect thereof. (e) Notwithstanding anything contained in this Agreement to the contrary, this Section 8.02 shall survive the consummation of the Mergers indefinitely and shall be binding, jointly and severally, on Acquiror, the Surviving Corporation and the Surviving Entity and all successors and assigns of Acquiror and the Surviving Corporation and the Surviving Entity. In the event that Acquiror, 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 required 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 pay annual premiums any Person, then, and in excess each such case, proper provision shall be made so that the successors and assigns of 200% of the Company's total current annual premiums for such insurance and if Acquiror or the Surviving Corporation is unable or the Surviving Entity, as the case may be, shall succeed to obtain the insurance required by obligations set forth in this Section 5.11 it 8.02. (f) Acquiror and the Company shall use their commercially reasonable efforts to ensure that the Acquiror shall, with effectiveness as of the First Effective Time, obtain directors’ and officers’ liability insurance covering the Persons who will be directors and officers of the Acquiror and its Subsidiaries as much comparable insurance as can be obtained for an annual premium equal to such maximum amountof the First Effective Time and thereafter on terms that are consistent with market standards.

Indemnification and Insurance. 5.11.1 The Company (a) From and after the Effective Time, Parent and the Surviving Corporation shall indemnify indemnify, defend and hold harmless, and after the Effective Time Parent shall cause the Surviving Corporation shall indemnify (including, if necessary, providing the Surviving Corporation with sufficient funds) to indemnify, defend and hold harmless, each present and former employeeperson who is now, agentor has been at any time prior to the date hereof or who becomes prior to the Effective Time, director an officer, director, employee or officer agent of the Company and or any of its subsidiaries (the "“Indemnified Parties"”) from against all losses, claims, damages, expenses (including reasonable legal fees and against any and all claims expenses), liabilities or judgments or amounts that are paid in settlement with the approval of the indemnifying party (which approval shall not be unreasonably withheld or delayed) incurred based in whole or in part on or arising in whole or in part out of actions or omissions or alleged actions or omissions occurring at or prior to the Effective Time to the same extent and on the same terms and conditions (including with respect to advancement of expenses) provided for in connection with activities, including without limitation, the transactions contemplated by this Agreement, in such capacity, or on behalf of, or at the request of the Company, its subsidiaries or affiliates, to the fullest extent permitted under Delaware law (subject to applicable limitations thereunder) ’s articles of incorporation and in addition, to the fullest extent provided in their respective charters or Bylaws (subject to applicable limitations thereunder) or any contract or other arrangement bylaws and agreements in effect at the date hereof which obligations shall survive (to the Merger and shall continue in full force and effect for extent consistent with applicable Law). (b) For a period of not less than six years from after the Effective Time; provided, however, that if any claim or claims (a "Claim or Claims") are asserted or made within such six year period, all rights to indemnification Parent shall maintain in respect of any such Claim or Claims shall continue until disposition of any and all such Claims. Without limiting the foregoing, the Companyeffect, and after the Effective Time shall cause the Surviving CorporationCorporation to maintain in effect, shall advance expenses incurred with respect to the foregoingwithout any lapses of coverage, as they are incurred, to the fullest extent permitted under applicable law, provided that the person on whose behalf the expenses are advanced provides and undertakes (which need not be secured) to repay such advances if it is ultimately determined that such person is not entitled to indemnification. 5.11.2 The Surviving Corporation shall use its best efforts to cause to be maintained in effect for not less than six years from the Effective Time the current policies of directors, ’ and officers, ’ liability insurance maintained by the Company and its subsidiaries (provided that the Surviving Corporation Parent may substitute therefor therefore policies of at least the same coverage and amounts containing terms and conditions which are no less advantageous) with respect to claims arising in whole or in part from facts or events which occurred before the Effective Time (the “Continuation Coverage”). Alternatively, Parent may obtain and fully pay for a “tail” insurance policy (providing only for coverage for indemnified directors and officers where the existing policies also include coverage for the Company) with a claims period of at least six years after the Effective Time with the same coverage and amounts, and containing terms and conditions which are no less advantageous so long as no lapse in coverage occurs as a result of such substitution) then the Company’s current policies with respect to all matters, including the transactions contemplated hereby, occurring prior to and including claims arising in whole or in part from facts or events which occurred before the Effective Time; provided that, in Time (the event that any Claim or Claims are asserted or made within such six-year period, such insurance shall be continued in respect of any such Claim or Claims until final disposition of any and all such Claims; provided further that the Surviving Corporation “Tail Coverage”). Parent shall not be required obligated to pay make annual premium payments for any Continuation Coverage to the extent such premiums in excess of exceed 200% of the Company's total current annual premiums paid as of the date hereof by the Company for its current policies of directors’ and officers’ liability insurance or, if Parent elects to obtain Tail Coverage, it shall not be obligated to pay an aggregate premium payment for such Tail Coverage in excess of 300% of the annual premiums paid as of the date hereof by the Company for its current policies of directors’ and officers’ liability insurance (the “Maximum Amount”). If the amount of the premiums necessary to maintain or procure such insurance coverage exceeds the Maximum Amount, Parent and if the Surviving Corporation is unable to obtain shall, and Parent shall cause the Surviving Corporation to, maintain the most advantageous policies of directors’ and officers’ insurance required by this Section 5.11 it shall obtain as much comparable insurance as can be obtained obtainable for an annual premium equal to the Maximum Amount. Notwithstanding the foregoing, Parent may not elect to obtain Tail Coverage in lieu of Continuation Coverage if Parent applies the limitation in the immediately preceding sentence and the Tail Coverage would be less advantageous to the Company’s directors and officers than the Continuation Coverage. (c) The provisions of this Section 6.9 shall survive the consummation of the Merger and are intended to be for the benefit of, and shall be enforceable by, each Indemnified Party, and their respective heirs, legal representatives, successors and assigns. The rights of each Indemnified Party under this Section 6.9 shall be in addition to any rights such maximum amountIndemnified Party may have under the articles or incorporation and bylaws of the Company or any of its subsidiaries or applicable Law. (d) The obligations of Parent and the Surviving Corporation under this Section 6.9 shall be joint and several. If Parent, the Surviving Corporation or any of their respective successors or assigns (i) consolidates with or merges into any other Person and is not the surviving entity of such consolidation or merger, or (ii) transfers all or substantially all of its assets to any Person, then in each such case, proper provision shall be made so that the surviving entity or such Person assumes in full the obligations set forth in this Section 6.9.

Indemnification and Insurance. 5.11.1 The It is understood and agreed that the Company shall defend, indemnify and hold harmless, and after the Effective Time Time, the Surviving Corporation shall and the Buyer shall, jointly and severally, defend, indemnify and hold harmless, each present and former employee, agent, director or and officer of the Company and its subsidiaries Subsidiaries (the "Indemnified Parties"each, an AIndemnified Party@) from and against any and all claims arising out of or in connection with activities, including without limitation, the transactions contemplated by this Agreement, in such capacity, or on behalf of, or at the request of the Company, its subsidiaries or affiliates, to the fullest full extent required or permitted (a) under Delaware law law, (subject to applicable limitations thereunderb) and in addition, to the fullest extent as provided in their respective charters and by-laws, and (c) under such agreements or Bylaws arrangements as are listed on Section 5.04 of the Disclosure Schedule (subject true and complete copies of which have been delivered to applicable limitations thereunder) or any contract or other arrangement in effect at the date hereof Buyer=s counsel), which obligations rights to be defended, indemnified and held harmless shall survive the Merger and shall continue in full force and effect for a period of not less than six years without time limitation from and after the Effective Time; provided, however, that if Time and notwithstanding any claim amendment or claims (a "Claim or Claims") are asserted or made within such six year period, all rights to indemnification in respect modification of the terms of any of the charters, bylaws and agreements referred to in clause (b) above or listed in Section 5.04 of the Disclosure Schedule except as may be otherwise expressly provided for under such Claim or Claims shall continue until disposition of any and all such Claimsagreement. Without limiting the foregoing, the Company, and after the Effective Time the Surviving CorporationCorporation and the Buyer, shall will periodically advance expenses (including, but not limited to, attorney=s fees) as incurred with respect to the foregoing, as they are incurred, to the fullest extent permitted under by applicable law, ; provided that the person on whose behalf to whom the expenses are advanced provides and undertakes (which need not be secured) an undertaking to repay such advances if it is ultimately determined that such person is not entitled to indemnification. 5.11.2 . The Surviving Corporation Company shall use its best efforts purchase (in consultation with Buyer concerning the lowest cost policy), as promptly as practicable and in any event within thirty days after the date hereof and without any lapse in coverage, policies of directors= and officers= Arun-off@ liability insurance previously notified to cause Buyer prior to be maintained the date hereof, which insurance shall remain in effect for a period of not less than six years from the Effective Time the current policies of directors, and officers, liability insurance maintained by the Company and its subsidiaries (provided that the Surviving Corporation may substitute therefor policies of at least the same coverage containing terms and conditions which are no less advantageous so long as no lapse in coverage occurs as a result of such substitution) with respect to all matters, including the transactions contemplated hereby, occurring prior to and including after the Effective Time; provided that, in the event that any Claim claim or Claims claims (a AClaim@ or AClaims@) are asserted or made within such six-year period, the Buyer and the Surviving Corporation shall cause such insurance shall to be continued in respect of any such Claim or Claims until final disposition of any and all such Claims; provided further that the Surviving Corporation shall not be required to pay annual premiums in excess of 200% of the Company's total current annual premiums for such insurance and if the Surviving Corporation is unable to obtain the insurance required by this Section 5.11 it shall obtain as much comparable insurance as can be obtained for an annual premium equal to such maximum amount.. This

Indemnification and Insurance. 5.11.1 The (a) For a period of six (6) years following the Closing Date, in the event of any threatened or actual Action, whether civil, criminal or administrative, including any such Action by or in the right of the Company shall indemnify and hold harmlessor the Company Subsidiaries, and after in which any of the Effective Time the Surviving Corporation shall indemnify and hold harmless, each present and or former employee, agent, director officers or officer directors of the Company and its subsidiaries the Company Subsidiaries (the "Indemnified Parties") from and against any and all claims arising out of or in connection with activities, including without limitationcollectively, the transactions contemplated by this Agreement, in such capacity“Company Indemnified Persons”) is, or on behalf ofis threatened to be, made a party by reason of the fact that he or she is or was, prior to the Closing Date, a director, officer, employee or agent of the Company, any Company Subsidiary or of another corporation, partnership, joint venture, trust or other enterprise at the request of the Company, its subsidiaries whether such claim arises before or affiliatesafter the Closing Date, the Acquiror shall cause the Company and/or the Company Subsidiaries to indemnify and hold harmless, at least to the fullest same extent permitted under Delaware law (subject to applicable limitations thereunder) and on terms and conditions no less favorable than those provided for in addition, the Organizational Documents of the Company and the Company Subsidiaries in effect immediately prior to the fullest extent provided in their respective charters or Bylaws Closing (subject to applicable limitations thereunder) or any contract or other arrangement in effect at including the date hereof which obligations shall survive the Merger and shall continue in full force and effect for a period advancing of not less than six years from the Effective Time; provided, however, that if any claim or claims (a "Claim or Claims") are asserted or made within such six year period, all rights to indemnification in respect of any such Claim or Claims shall continue until disposition of any and all such Claims. Without limiting the foregoing, the Company, and after the Effective Time the Surviving Corporation, shall advance expenses as incurred with respect to the foregoing, as they are incurred, to the fullest extent permitted under applicable lawLaw), each such Company Indemnified Person against any Damages (including reasonable attorneys’ fees) in connection with any such Action. The Acquiror shall cause the Company and the Company Subsidiaries to keep in effect, in its Organizational Documents, a provision that provides for indemnification of the Company Indemnified Persons to the extent required under this Section 7.2(a). Without limiting the foregoing, Acquiror agrees that any indemnification and advancement of expenses available to any current or former director of the Company or its Subsidiaries by virtue of such current or former director’s service as a partner or employee of any investment fund that is an Affiliate of the Company prior to the Closing (any such current or former director, a “Sponsor Director”) shall be secondary to the indemnification and advancement of expenses to be provided by Acquiror, the Company and its Subsidiaries pursuant to this Section 7.2 and that Acquiror, the person on whose behalf Company and its Subsidiaries (A) shall be the primary indemnitors of first resort for Sponsor Directors pursuant to this Section 7.2, (B) shall be fully responsible for the advancement of all expenses and the payment of all Damages with respect to Sponsor Directors which are advanced provides addressed by this Section 7.2 and undertakes (which need C) shall not make any claim for contribution, subrogation or any other recovery of any kind in respect of any other indemnification available to any Sponsor Director with respect to any matter addressed by this Section 7.2. Acquiror shall assume, and be secured) jointly and severally liable for, and shall cause the Company and its Subsidiaries to repay such advances if it is ultimately determined that such person is not entitled to indemnificationhonor, each of the covenants in this Section 7.2. 5.11.2 The Surviving Corporation (b) At the Closing, the Company and the Company Subsidiaries shall use its best efforts to cause to be maintained in effect purchase, with the premium and associated fees paid included as an Outstanding Company Expense, a “tail” policy providing directors’ and officers’ liability insurance coverage, for not less than a period of six (6) years from the Effective Time Time, for the current benefit of those Persons who are covered by the Company’s and the Company Subsidiaries’ directors’ and officers’ liability insurance policies as of directorsthe Closing Date with respect to matters occurring at or prior to the Closing. Acquiror shall not take, and officers, liability insurance maintained by shall cause the Company and its subsidiaries (provided that the Surviving Corporation may substitute therefor policies of at least Company Subsidiaries not to take, any action to amend or terminate such policy and shall cause the same coverage containing terms Company and conditions which are no less advantageous so long as no lapse the Company Subsidiaries to maintain in coverage occurs as a result of effect such substitution) with respect to all matterspolicy for the term thereof; provided, including the transactions contemplated herebyhowever, occurring prior to and including the Effective Time; provided that, in the event that if any Claim or Claims are claim is asserted or made within such six-year period, such any insurance required to be maintained under this Section 7.2 shall be continued by the Company or the Company Subsidiaries, as applicable, in respect of any such Claim or Claims claim until the final disposition thereof. (c) Notwithstanding anything contained in this Agreement to the contrary, this Section 7.2 shall survive the consummation of any the Merger indefinitely and shall be binding, jointly and severally, on all such Claims; provided further successors and assigns of Acquiror and the Surviving Corporation. In the event that Acquiror or the Surviving Corporation or any of their respective successors or assigns consolidates with or merges into any other Person and shall not be required 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 pay annual premiums any Person, then, and in excess each such case, proper provision shall be made so that the successors and assigns of 200% of the Company's total current annual premiums for such insurance and if Acquiror or the Surviving Corporation is unable Corporation, as the case may be, shall succeed to obtain the insurance required by obligations set forth in this Section 5.11 it shall obtain as much comparable insurance as can be obtained for an annual premium equal to such maximum amount7.2.

Indemnification and Insurance. 5.11.1 The Company shall indemnify (a) Parent and hold harmlessMerger Sub agree that all rights to exculpation, indemnification and after advancement of expenses now existing in favor of the Effective Time present or former directors, officers or employees, as the Surviving Corporation shall indemnify and hold harmlesscase may be, each present and former employee, agent, director or officer of the Company and or its subsidiaries (the "Indemnified Parties") from and against any and all claims arising out of or in connection with activities, including without limitation, the transactions contemplated by this Agreement, in such capacity, or on behalf of, or at the request of the Company, its subsidiaries or affiliates, to the fullest extent permitted under Delaware law (subject to applicable limitations thereunder) and in addition, to the fullest extent Subsidiaries as provided in their respective charters articles of organization or Bylaws (subject to applicable limitations thereunder) or any contract bylaws or other arrangement organization documents or in effect at the date hereof which obligations any agreement shall survive the Merger and shall continue in full force and effect effect. Except as required by Applicable Law, for a period of not less than six (6) years from the earlier of the Acceptance Date and the Effective Time, the Surviving Corporation shall (and Parent shall cause the Surviving Corporation to) maintain in effect the exculpation, indemnification and advancement of expenses provisions of the Company’s and any Company Subsidiary’s articles of organization and bylaws or similar organization documents 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 in effect immediately prior to the earlier of the Acceptance Date and 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 earlier of the Acceptance Date and the Effective Time were present or former directors, officers or employees of the Company or any of its Subsidiaries; provided, however, that if any claim or claims (a "Claim or Claims") are asserted or made within such six year period, all rights to indemnification in respect of any Action pending or asserted or any claim made within such Claim or Claims period shall continue until the disposition of any such Action or resolution of such claim. Effective immediately prior to the Acceptance Date, Parent shall deposit $250,000 into an escrow account to be available only to the directors and all such Claims. Without limiting officers of the foregoing, Company on the Company, date of this Agreement if and only if Surviving Corporation improperly fails to satisfy its obligations under this Section 6.9(a). (b) For a period of six (6) years from and after the Effective Time the Surviving CorporationAcceptance Time, Parent shall advance expenses incurred with respect to the foregoing, as they are incurred, to the fullest extent permitted under applicable law, provided that the person on whose behalf the expenses are advanced provides and undertakes (which need not be secured) to repay such advances if it is ultimately determined that such person is not entitled to indemnification. 5.11.2 The Surviving Corporation shall use its best efforts to either cause to be maintained in effect for not less than six years from the Effective Time the current Company’s existing policies or shall cause to be acquired and maintained alternative policies of directors, ’ and officers, ’ liability insurance maintained by the Company and its subsidiaries (provided that the Surviving Corporation may substitute therefor policies of at least the same coverage containing terms and conditions which are no less advantageous so long as no lapse in coverage occurs as a result of such substitutioncollectively, “D&O Insurance”) with respect to all matters, matters arising on or before the Acceptance Time (including the transactions contemplated hereby) covering each person covered as of the Acceptance Time by the Company’s D&O Insurance (each such person, occurring prior to an “Indemnified Party”) on terms, conditions, retentions and including limits of liability no less favorable than those of the Effective TimeCurrent Policy (as defined below); provided thatprovided, however, that in the no event that shall Parent or any Claim or Claims are asserted or made within such six-year period, such insurance shall be continued in respect of any such Claim or Claims until final disposition of any and all such Claims; provided further that the Surviving Corporation shall not its affiliates be required to pay annual premiums in excess of 200150% of the Company's total current annual premiums for such insurance and if the Surviving Corporation is unable to obtain the insurance required by this Section 5.11 it shall obtain as much comparable insurance as can be obtained for an annual premium equal to insurance, but in such maximum amount.case shall

Indemnification and Insurance. 5.11.1 The (a) For a period of six (6) years following the Closing Date, in the event of any threatened or actual Action, whether civil, criminal or administrative, including any such Action by or in the right of the Company shall indemnify and hold harmlessor the Company Subsidiaries, and after in which any of the Effective Time the Surviving Corporation shall indemnify and hold harmless, each present and or former employee, agent, director officers or officer directors of the Company and its subsidiaries the Company Subsidiaries (the "Indemnified Parties") from and against any and all claims arising out of or in connection with activities, including without limitationcollectively, the transactions contemplated by this Agreement, in such capacity“Company Indemnified Persons”) is, or on behalf ofis threatened to be, made a party by reason of the fact that he or she is or was, prior to the Closing Date, a director, officer, employee or agent of the Company, any Company Subsidiary or of another corporation, partnership, joint venture, trust or other enterprise at the request of the Company, its subsidiaries whether such claim arises before or affiliatesafter the Closing Date, the Acquiror shall cause the Company and/or the Company Subsidiaries to indemnify and hold harmless, at least to the fullest same extent permitted under Delaware law (subject to applicable limitations thereunder) and on terms and conditions no less favorable than those provided for in addition, the Organizational Documents of the Company and the Company Subsidiaries in effect immediately prior to the fullest extent provided in their respective charters or Bylaws Closing (subject to applicable limitations thereunder) or any contract or other arrangement in effect at including the date hereof which obligations shall survive the Merger and shall continue in full force and effect for a period advancing of not less than six years from the Effective Time; provided, however, that if any claim or claims (a "Claim or Claims") are asserted or made within such six year period, all rights to indemnification in respect of any such Claim or Claims shall continue until disposition of any and all such Claims. Without limiting the foregoing, the Company, and after the Effective Time the Surviving Corporation, shall advance expenses as incurred with respect to the foregoing, as they are incurred, to the fullest extent permitted under applicable lawLaw), provided each such Company Indemnified Person against any Damages (including reasonable attorneys’ fees) in connection with any such Action. The Acquiror shall cause the Company and the Company Subsidiaries to keep in effect, in its Organizational Documents, a provision that provides for indemnification of the person on whose behalf Company Indemnified Persons to the extent required under this Section 7.2(a). Without limiting the foregoing, Acquiror agrees that any indemnification and advancement of expenses are advanced provides available to any current or former director of the Company or its Subsidiaries by virtue of such current or former director’s service as a partner or employee of any investment fund that is an Affiliate of the Company prior to the Closing (any such current or former director, a “Sponsor Director”) shall be secondary to the indemnification and undertakes (which need not be secured) to repay such advances if it is ultimately determined that such person is not entitled to indemnification. 5.11.2 The Surviving Corporation shall use its best efforts to cause advancement of expenses to be maintained in effect for not less than six years from the Effective Time the current policies of directorsprovided by Acquiror, and officers, liability insurance maintained by the Company and its subsidiaries Subsidiaries pursuant to this Section 7.2 and that Acquiror, the Company and its Subsidiaries (provided that A) shall be the Surviving Corporation may substitute therefor policies primary indemnitors of at least first resort for Sponsor Directors pursuant to this Section 7.2, (B) shall be fully responsible for the same coverage containing terms advancement of all expenses and conditions which are no less advantageous so long as no lapse in coverage occurs as a result the payment of such substitution) all Damages with respect to all mattersSponsor Directors which are addressed by this Section 7.2 and (C) shall not make any claim for contribution, including the transactions contemplated hereby, occurring prior to and including the Effective Time; provided that, in the event that subrogation or any Claim or Claims are asserted or made within such six-year period, such insurance shall be continued other recovery of any kind in respect of any such Claim or Claims until final disposition of other indemnification available to any and all such Claims; provided further that the Surviving Corporation shall not be required Sponsor Director with respect to pay annual premiums in excess of 200% of the Company's total current annual premiums for such insurance and if the Surviving Corporation is unable to obtain the insurance required any matter addressed by this Section 5.11 it shall obtain as much comparable insurance as can be obtained for an annual premium equal to such maximum amount.this

Indemnification and Insurance. 5.11.1 The Company shall indemnify Merger Agreement provides that Pfizer and the Surviving Corporation will indemnify, defend and hold harmlessharmless each director or officer who is now, and after or who has been at any time prior to the date of the Merger Agreement or who becomes prior to the Effective Time the Surviving Corporation shall indemnify and hold harmless, each present and former employee, agent, an officer or director or officer of the Company Encysive (and its subsidiaries subsidiaries) (the "“Indemnified Parties"”) from against all losses, claims, damages, liabilities, fees, expenses, judgments and against any and all claims fines arising in whole or in part out of actions or omissions in their capacities as such occurring at or prior to the Effective Time, and shall reimburse each Indemnified Party in connection with activitiesinvestigating or defending any such losses, including without limitationclaims, the transactions contemplated by this Agreementdamages, in liabilities, fees, expenses, judgments and fines as such capacity, or on behalf of, or at the request of the Company, its subsidiaries or affiliates, expenses are incurred to the fullest extent permitted under Delaware by applicable law (subject to applicable any limitations thereunder) on a corporation’s ability to indemnify a director or officer under Delaware law, notwithstanding that such limitations may not otherwise be applicable), for a period of six years after the date of the Effective Time. Pfizer and the Surviving Corporation agree that all rights to indemnification now existing in addition, to favor of the fullest extent Indemnified Parties as provided in their the respective charters or Bylaws (subject by-laws or pursuant to applicable limitations thereunder) or any contract or other arrangement agreements in effect at as of the date hereof which obligations of the Merger Agreement shall survive the Merger and shall continue in full force and effect until for a period of not less than six years from after the Effective Time; provided, however, . The Merger Agreement also provides that if any claim or claims (for a "Claim or Claims") are asserted or made within such six year period, all rights to indemnification in respect period of any such Claim or Claims shall continue until disposition of any and all such Claims. Without limiting the foregoing, the Company, and after the Effective Time the Surviving Corporation, shall advance expenses incurred with respect to the foregoing, as they are incurred, to the fullest extent permitted under applicable law, provided that the person on whose behalf the expenses are advanced provides and undertakes (which need not be secured) to repay such advances if it is ultimately determined that such person is not entitled to indemnification. 5.11.2 The Surviving Corporation shall use its best efforts to cause to be maintained in effect for not less than six years from after the Effective Time Time, the current policies of directors, ’ and officers, ’ (D&O) liability insurance maintained by Encysive with respect to claims arising from facts or events which occurred before the Company and its subsidiaries (provided that Effective Time will be maintained in effect. However, Pfizer or the Surviving Corporation may substitute therefor policies is not required to expend more than an amount per year equal to 200% of at least current annual premiums paid by Encysive for such insurance to maintain or procure insurance coverage. If the same amount of the annual premiums necessary to maintain or procure such insurance coverage containing terms 21 Table of Contents exceeds such amount, Pfizer and conditions which are no less advantageous so long as no lapse in coverage occurs as a result of such substitution) with respect to all matters, including the transactions contemplated hereby, occurring prior to Surviving Corporation will procure and including the Effective Time; provided that, in the event that any Claim or Claims are asserted or made within maintain for such six-year period, such insurance shall be continued in respect of any such Claim or Claims until final disposition of any and all such Claims; provided further that the Surviving Corporation shall not be required to pay annual premiums in excess of 200% of the Company's total current annual premiums period as much coverage as reasonably practicable for such amount. Pfizer has the right to cause coverage to be extended under Encysive’s D&O insurance by obtaining a six-year “tail” policy on terms and if the Surviving Corporation is unable to obtain the insurance required by this Section 5.11 it shall obtain as much comparable insurance as can be obtained for an annual premium equal to such maximum amountconditions no less advantageous than Encysive’s existing D&O insurance.

Indemnification and Insurance. 5.11.1 The Company (a) From and after the Closing Date, Buyer shall use its commercially reasonable efforts to cause Embratel to (i) indemnify and hold harmless, and after the Effective Time the Surviving Corporation shall indemnify and hold harmless, each present and former employee, agent, director or officer of the Company and its subsidiaries (the "Indemnified Parties") from and against any and all claims arising out of or in connection with activities, including without limitation, the transactions contemplated by this Agreement, in such capacity, or on behalf of, or at the request of the Company, its subsidiaries or affiliates, to the fullest extent permitted under Delaware law (subject to applicable limitations thereunder) and in additionLaw, the individuals who on or prior to the fullest extent Closing Date were directors or officers of Embratel or any of its Subsidiaries (collectively, the "Indemnitees") with respect to all acts or omissions by them in their capacities as such or taken at the request of Embratel or any of its Subsidiaries at any time prior to the Closing Date, (ii) agree to maintain all rights of the Indemnitees to indemnification and exculpation from liabilities for acts or omissions occurring at or prior to the Closing Date as provided in their the respective charters By-laws (or Bylaws (subject to applicable limitations thereundercomparable organizational 18 documents) of Embratel or any contract of its Subsidiaries as now in effect, and any indemnification agreements or other arrangement in effect at the date hereof which obligations arrangements of Embratel or any of its Subsidiaries shall survive the Merger Share Purchase and shall continue in full force and effect for a period of not less than six years from the Effective Time; providedin accordance with their terms, however, that if (iii) pay any claim or claims (a "Claim or Claims") are asserted or made within such six year period, all rights to indemnification in respect expenses of any such Claim or Claims shall continue until disposition of any and all such Claims. Without limiting the foregoing, the Company, and after the Effective Time the Surviving Corporation, shall advance expenses Indemnitee under this Section 5.07 as incurred with respect to the foregoing, as they are incurred, to the fullest extent permitted under applicable lawLaw, provided that the person on whose behalf the to whom expenses are advanced provides and undertakes (which need not be secured) an undertaking to repay such advances if it is ultimately determined to the extent required by applicable Law, and (iv) ensure that such person rights shall not be amended, or otherwise modified in any manner that would adversely affect the rights of the Indemnitees, unless such modification is not entitled to indemnificationrequired by applicable Law. 5.11.2 The Surviving Corporation (b) From and after the Closing Date, Buyer shall use its best commercially reasonable efforts to cause Embratel to be maintained maintain in effect effect, for not less than six years from the Effective Time six-year period commencing immediately after the Closing Date, Embratel's current policies of directors, ' and officers, ' liability insurance maintained by covering acts or omissions occurring prior to the Company and its subsidiaries (provided that the Surviving Corporation may substitute therefor policies of at least the same coverage containing terms and conditions which are no less advantageous so long as no lapse in coverage occurs as a result of such substitution) Closing Date with respect to all matters, including the transactions contemplated hereby, occurring prior those persons who are currently covered by Embratel's directors' and officers' liability insurance policy on terms with respect to such coverage and including the Effective Time; provided that, in the event that any Claim or Claims are asserted or made within such six-year period, amount no less favorable to Embratel's directors and officers currently covered by such insurance shall be continued than those of such policy in respect of any such Claim or Claims until final disposition of any and all such Claimseffect on the date hereof or, if substantially equivalent insurance coverage is unavailable, the best available coverage; provided further provided, however, that the Surviving Corporation Buyer shall not be required to use its commercially reasonable efforts to cause Embratel to pay an annual premiums premium for such directors' and officers' liability insurance in excess of 200% of the Company's total current annual premiums premium currently paid by Embratel for such insurance, but in such case shall cause Embratel to purchase as much of such coverage as possible for that amount; provided, further, however, that, if Embratel's current directors' and officers' liability insurance and if the Surviving Corporation expires, is unable terminated or is canceled, Buyer shall use its commercially reasonable efforts to cause Embratel to obtain the directors' and officers' liability insurance required by this Section 5.11 it shall obtain as much comparable insurance as can be obtained for an annual premium equal covering such acts or omissions with respect to each such person on terms with respect to such maximum amountcoverage and amount no less favorable to Embratel's directors and officers currently covered by such insurance than those of such policy in effect immediately prior to the date of such expiration, termination or cancellation, subject to the immediately preceding proviso.

Indemnification and Insurance. 5.11.1 The Company shall indemnify and hold harmless, (a) From and after the Effective Time Time, the Surviving Corporation shall (and Parent shall cause the Surviving Corporation to) indemnify and hold harmless, each present and former employee, agent, director the individuals who at or officer prior to the Effective Time were directors or officers of the Company and its subsidiaries (the "Indemnified Parties") from and against any and all claims arising out of or in connection with activities, including without limitationcollectively, the transactions contemplated “Indemnitees”) with respect to all acts or omissions by this Agreement, them in their capacities as such capacity, or on behalf of, or at any time prior to the request of the Company, its subsidiaries or affiliatesEffective Time, to the fullest extent permitted by (A) the Company Charter Documents as in effect on the date of this Agreement, (B) any applicable contract as in effect on the date of this Agreement and (C) applicable Law; provided, however, that the Surviving Corporation shall not be required to indemnify any Indemnitee for such Indemnitee’s criminal conduct or fraud. (b) Parent will provide, or cause the Surviving Corporation to provide, for a period of not less than six years after the Effective Time, the Indemnitees (as defined to mean those persons currently insured under Delaware law (subject to applicable limitations thereunderthe Company’s directors’ and officers’ insurance and indemnification policy) with an insurance and in addition, indemnification policy that provides coverage for events occurring at or prior to the fullest extent provided Effective Time (the “D&O Insurance”) that is no less favorable than the existing policy or, if substantially equivalent insurance coverage is unavailable, the best available coverage; provided, however, that Parent and the Surviving Corporation shall not be required to pay an annual premium for the D&O Insurance in their respective charters excess of 300% of the annual premium currently paid by the Company for such insurance, provided, further, that if the annual premiums of such insurance coverage exceed such amount, Parent or Bylaws (subject the Surviving Corporation shall be obligated to applicable limitations thereunderobtain a policy with the greatest coverage available for a cost not exceeding such amount. Notwithstanding the foregoing, the Surviving Corporation may fulfill its obligation to provide insurance under this Section 5.8(b) or any contract or other arrangement by obtaining a prepaid “tail” policy of at least the same coverage and amounts containing terms and condition which are, in effect at the date hereof which obligations shall survive aggregate, no less favorable to the Merger insured than the existing policy, and shall continue maintaining such “tail” policy in full force and effect for a period of not less than at least six years from the Effective Time; provided, however, that if any claim or claims (a "Claim or Claims"6) are asserted or made within such six year period, all rights to indemnification in respect of any such Claim or Claims shall continue until disposition of any and all such Claims. Without limiting the foregoing, the Company, and after the Effective Time the Surviving Corporation, shall advance expenses incurred with respect to the foregoing, as they are incurred, to the fullest extent permitted under applicable law, provided that the person on whose behalf the expenses are advanced provides and undertakes (which need not be secured) to repay such advances if it is ultimately determined that such person is not entitled to indemnificationyears. 5.11.2 (c) The Surviving Corporation Indemnitees to whom this Section 5.8 applies shall use its best efforts to cause be third party beneficiaries of this Section 5.8. The provisions of this Section 5.8 are intended to be maintained in effect for not less than six years from the Effective Time benefit of each Indemnitee, his or her heirs and his or her representatives. (d) In the current policies of directors, and officers, liability insurance maintained by the Company and its subsidiaries (provided event that Parent or the Surviving Corporation may substitute therefor policies or any of at least their respective successors or assigns (i) consolidates with or merges into any other Person and shall not be the same coverage containing terms and conditions which are no less advantageous so long as no lapse in coverage occurs as a result continuing or surviving corporation or entity of such substitutionconsolidation or merger or (ii) with respect transfers or conveys all or a majority of its properties and assets to all mattersany Person, including the transactions contemplated herebythen, occurring prior to and including the Effective Time; provided thatin each such case, in the event that any Claim or Claims are asserted or made within such six-year period, such insurance proper provision shall be continued in respect made so that the successors and assigns of any such Claim Parent or Claims until final disposition of any and all such Claims; provided further that the Surviving Corporation shall not be required succeed to pay annual premiums the obligations set forth in excess of 200% of the Company's total current annual premiums for such insurance and if the Surviving Corporation is unable to obtain the insurance required by this Section 5.11 it shall obtain as much comparable insurance as can be obtained for an annual premium equal to such maximum amount5.8.

Indemnification and Insurance. 5.11.1 The Company shall indemnify and hold harmless, and after the Effective Time the Surviving Corporation shall indemnify and hold harmless----------------------------- BMOC, each present respectively, will maintain in effect all rights to indemnification existing in favor of any director, officer, employee or agent of Cal Jockey and/or BMOC and former employee, agent, director or officer of the Company and its their respective subsidiaries (the "Indemnified Parties") from and against any and all claims arising out of or in connection with activities, including without limitation, the transactions contemplated by this Agreement, in such capacity, or on behalf of, or at the request of the Company, its subsidiaries or affiliates, to the fullest extent permitted under Delaware law (subject to applicable limitations thereunder) and in addition, to the fullest extent as ------------------- provided in their respective charters Certificates of Incorporation, Bylaws or Bylaws (subject to applicable limitations thereunder) in indemnification agreements with Cal Jockey and/or BMOC or any contract or other arrangement of their respective subsidiaries which are in effect at as of the date hereof which obligations (or disclosed in the BMOC Disclosure Schedule) with respect to matters occurring at or prior to the Effective Time, and all of such rights of indemnification shall survive the Merger consummation of the Transactions and shall continue in full force and effect for a period of not less than six (6) years from the Effective Time; provided, however, -------- that if in the event any claim or claims (a "Claim or Claims") are asserted or made within such six six-year period, all rights to indemnification in respect of any such Claim claim or Claims claims shall continue until final disposition of any and all such Claimsclaims. Without limiting It is understood and agreed that the foregoingSurviving Corporation and BMOC shall advance, indemnify and hold harmless, as and to the Companyfull extent permitted by applicable law, each Indemnified Party against any losses, claims, damages, liabilities, costs, expenses (including attorneys' fees and expenses), judgments, fines and amounts paid in settlement in connection with any threatened or actual claim, action, suit, proceeding or investigation (whether asserted or arising before or after the Effective Time Time). In addition, the Surviving Corporation, Corporation and BMOC shall advance expenses incurred with respect to the foregoing, as they are incurred, to the fullest extent permitted under applicable law, provided that the person on whose behalf the expenses are advanced provides and undertakes (which need not be secured) to repay such advances if it is ultimately determined that such person is not entitled to indemnification. 5.11.2 The Surviving Corporation shall use its best efforts to cause to be maintained in effect for not less than six (6) years from the Effective Time the any current policies of the directors, ' and officers, ' liability insurance maintained by Cal Jockey and/or BMOC as of the Company and its subsidiaries (provided date hereof; provided, --------- that the Surviving Corporation may such corporations will be permitted to substitute therefor policies of at least the same coverage containing terms and conditions which are no less advantageous so long as no lapse and provided that such substitution shall not result in any gaps or lapses in coverage occurs as a result of such substitution) with respect to all matters, including the transactions contemplated hereby, matters occurring prior to and including the Effective Time; provided thatprovided, in the event further, that any Claim or Claims are asserted or made within such six-year period, such insurance shall be continued in respect of any such Claim or Claims until final disposition of any and all such Claims; provided further that the Surviving Corporation corporations shall not be required to pay an -------- ------- annual premiums premium in excess of 200% of the Company's total current last annual premiums for such insurance premium paid by Cal Jockey and/or BMOC prior to the date hereof and if the Surviving Corporation is they are unable to obtain the insurance required by this Section 5.11 it required, they shall obtain as much comparable insurance as can be obtained possible for an annual premium equal to such maximum amount. In all cases, the Surviving Corporation guarantees the indemnification obligations of BMOC with respect to any claims of the Indemnified Parties under this Section 10.12. The parties hereto acknowledge and agree that this Section 10.12 is intended to grant third party rights to the Indemnified Parties to enforce the covenants contained in this Section 10.12.

Indemnification and Insurance. 5.11.1 8.6.1 The Company indemnification provisions set forth in the Organizational Documents of DFT shall indemnify and hold harmlessnot be amended, and modified or otherwise repealed for a period of six (6) years from the Closing Date in any manner that would adversely affect the rights thereunder as of the Closing Date of individuals who at the Closing Date were directors, officers, employees or agents of DFT, unless such modification is required after the Effective Time Closing Date by Law and then only to the Surviving Corporation minimum extent required by such Law. 8.6.2 DFT shall to the fullest extent permitted under applicable Law or its Organizational Documents, indemnify and hold harmless, each present and former employeedirector, agentofficer or employee of DFT (collectively, director or officer of the Company and its subsidiaries (the "Indemnified Parties") from and against any costs or expenses (including attorneys' fees), judgments, fines, losses, claims, damages, liabilities and all claims amounts paid in settlement in connection with any Proceeding (each, a "Loss") (x) arising out of or in connection with activities, including without limitation, pertaining to the transactions contemplated by this Agreement, in such capacity, Agreement or on behalf of, (y) otherwise with respect to any acts or omissions occurring at or prior to the request of the Company, its subsidiaries or affiliatesClosing Date, to the fullest same extent permitted under Delaware law (subject to applicable limitations thereunder) and in addition, to the fullest extent as provided in their respective charters or Bylaws (subject to applicable limitations thereunder) DFT's Organizational Documents or any applicable contract or other arrangement agreement as in effect at on the date hereof which obligations shall survive the Merger and shall continue hereof, in full force and effect each case for a period of not less than six (6) years after the Closing Date, except to the extent any such Loss arises from such Indemnified Party's gross negligence or willful misconduct. In the Effective Timeevent 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 DFT, (ii) after the Closing Date, DFT shall pay the reasonable fees and expenses of such counsel, promptly after statements therefore are received, provided that the Indemnified Parties shall be required to reimburse DFT for such payments in the circumstances and to the extent required by DFT's Organizational Documents, any applicable contract or agreement or applicable Law, and (iii) DFT will cooperate in the defense of any such matter; provided, however, that if DFT shall not be liable for any settlement effected without its written consent (which consent shall not be unreasonably withheld); and provided, further, that, in the event that any claim or claims (a "Claim or Claims") for indemnification are asserted or made within such six (6) year period, all rights to indemnification in respect of any such Claim claim or Claims claims shall continue until the disposition of any and all such Claimsclaims. Without limiting 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 (2) or more Indemnified Parties, in which case each Indemnified Person with respect to whom such a conflict exists (or group of such Indemnified Persons who among them have no such conflict) may retain one separate law firm in each applicable jurisdiction. Notwithstanding the foregoing, the Company, and after the Effective Time the Surviving Corporation, shall advance expenses incurred with respect to the foregoingextent that it may wish, as they are incurredDFT will be entitled to assume the defense of any Proceeding, with counsel reasonably satisfactory to the fullest extent permitted under applicable lawIndemnified Parties. After notice from DFT of its election to assume the defense thereof, provided that the person on whose behalf the expenses are advanced provides and undertakes (which need DFT will not be secured) liable to repay the Indemnified Parties for any legal or other expenses subsequently incurred by the Indemnified Parties in connection with the defense thereof. The Indemnified Parties shall have the right to employ counsel in such advances if it is ultimately determined Proceeding but the fees expenses of such counsel incurred after notice from DFT of its assumption of the defense thereof shall be at the expense of the Indemnified Parties, unless counsel for DFT shall have concluded that there may be a conflict of interest between DFT and such person is not entitled to indemnificationIndemnified Parties in which case DFT shall pay the reasonable fees and expenses of one separate counsel for the Indemnified Parties. 5.11.2 The Surviving Corporation shall use its best efforts to cause to be maintained in effect 8.6.3 In addition, DFT will provide (or extend), for a period of not less than six (6) years from after the Effective Time Closing Date, to DFT's current directors and officers with an insurance and indemnification policy that provides coverage for events occurring at or prior to the current policies of directors, and officers, liability insurance maintained by Closing Date (the Company and its subsidiaries (provided "D&O Insurance") that the Surviving Corporation may substitute therefor policies of at least the same coverage containing terms and conditions which are is no less advantageous so long as no lapse in favorable than the existing policy or, if substantially equivalent insurance coverage occurs as a result of such substitution) with respect to all mattersis unavailable, including the transactions contemplated herebybest available coverage; provided, occurring prior to and including the Effective Time; provided thathowever, in the event that any Claim or Claims are asserted or made within such six-year period, such insurance shall be continued in respect of any such Claim or Claims until final disposition of any and all such Claims; provided further that the Surviving Corporation DFT shall not be required to pay an annual premiums premium for the D&O Insurance in excess of 200300% of the Company's total current annual premiums premium currently paid by DFT for such insurance and if insurance, but in such case shall purchase as much such coverage as possible for such amount. 8.6.4 This Section 8.6 shall survive the Surviving Corporation is unable to obtain consummation of the insurance required transactions contemplated by this Section 5.11 it Agreement at the Closing Date, is intended to benefit the Indemnified Parties, shall obtain as much comparable insurance as can be obtained for an annual premium equal to such maximum amountbinding on all successors and assigns of DFT and shall be enforceable by the Indemnified Parties, and may not be amended without the prior written consent of the Indemnified Parties.

Indemnification and Insurance. 5.11.1 The Company shall indemnify and hold harmless, From and after the Effective Time Time, the Surviving Corporation shall indemnify and hold harmless, each harmless all past and present officers and former employee, agent, director or officer of the Company and its subsidiaries directors (the "Indemnified Parties") from of the Company and against any of the Company Subsidiaries to the full extent such persons may be indemnified by the Company pursuant to Oregon law, the Company's Articles of Incorporation and all claims Bylaws, as each is in effect on October 26, 1999, for acts and omissions (x) arising out of or in connection with activities, including without limitation, pertaining to the transactions contemplated by this Agreementthe Merger Agreement or arising out of the Offer Documents or (y) otherwise with respect to any acts or omissions occurring or arising at or prior to the Effective Time and shall advance reasonable litigation expenses incurred by such persons in connection with defending any action arising out of such acts or omissions, PROVIDED that such persons provide the requisite affirmations and undertaking, as set forth in such capacityapplicable provisions of the OBCA. In addition, Parent will provide, or on behalf ofcause the Surviving Corporation to provide, or at the request of the Company, its subsidiaries or affiliates, to the fullest extent permitted under Delaware law (subject to applicable limitations thereunder) and in addition, to the fullest extent provided in their respective charters or Bylaws (subject to applicable limitations thereunder) or any contract or other arrangement in effect at the date hereof which obligations shall survive the Merger and shall continue in full force and effect for a period of not less than six years from after the Effective Time; provided, however, that if any claim or claims (a "Claim or Claims") are asserted or made within such six year period, all rights to indemnification in respect of any such Claim or Claims shall continue until disposition of any and all such Claims. Without limiting the foregoing, the Company, 's current directors and after officers an insurance and indemnification policy that provides coverage for events occurring or arising at or prior to the Effective Time (the Surviving Corporation, shall advance expenses incurred with respect to the foregoing, as they are incurred, to the fullest extent permitted under applicable law, provided "D&O Insurance") that the person on whose behalf the expenses are advanced provides and undertakes (which need not be secured) to repay such advances if it is ultimately determined that such person is not entitled to indemnification. 5.11.2 The Surviving Corporation shall use its best efforts to cause to be maintained in effect for not less than six years from the Effective Time the current policies of directors, and officers, liability insurance maintained by the Company and its subsidiaries (provided that the Surviving Corporation may substitute therefor policies of at least the same coverage containing terms and conditions which are no less advantageous so long as no lapse in favorable than the existing policy or, if substantially equivalent insurance coverage occurs as a result of such substitution) with respect to all mattersis unavailable, including the transactions contemplated herebybest available coverage; PROVIDED, occurring prior to HOWEVER, that Parent and including the Effective Time; provided that, in the event that any Claim or Claims are asserted or made within such six-year period, such insurance shall be continued in respect of any such Claim or Claims until final disposition of any and all such Claims; provided further that the Surviving Corporation shall not be required to pay an annual premiums premium for the D&O Insurance in excess of 200% of the Company's total current annual premiums premium currently paid by the Company for such insurance insurance, but in such case shall purchase as much such coverage as possible for such amount. The Merger Agreement provides that the foregoing provisions are intended to benefit the Indemnified Parties and if shall be binding on all successors and assigns of Parent, Purchaser, the Company and the Surviving Corporation. Parent has agreed to guarantee the performance by the Surviving Corporation of the indemnified obligations set forth above, which guaranty is unable to obtain absolute and unconditional and shall not be affected by any circumstance whatsoever, including the insurance required by this Section 5.11 it bankruptcy or insolvency of the Surviving Corporation or any person. The Indemnified Parties shall obtain as much comparable insurance as can be obtained for an annual premium equal to such maximum amountintended third-party beneficiaries of the foregoing provisions on indemnification and insurance.

Indemnification and Insurance. 5.11.1 The Company shall indemnify and hold harmless, (a) From and after the Effective Time Time, Parent shall cause the Company and the Surviving Corporation shall indemnify to honor and hold harmless, each present and former employee, agent, director or officer abide by the indemnification agreements listed on Section 6.11 of the Company and its subsidiaries (the "Indemnified Parties") from and against any and all claims arising out of or in connection with activitiesDisclosure Schedule, including without limitation, the transactions contemplated by this Agreement, in such capacity, or on behalf of, or at the request of the Company, its subsidiaries or affiliates, to the fullest extent permitted under Delaware law (subject to applicable limitations thereunder) and in addition, to the fullest extent provided in their respective charters or Bylaws (subject to applicable limitations thereunder) or any contract or other arrangement in effect at the date hereof which obligations shall survive the Merger Transactions and shall continue in full force and effect in accordance with their respective terms, in each case, whether or not the Company’s insurance covers all such costs. Parent, for a period of not less than six years from after the Effective Time; provided, however, that if any claim or claims (a "Claim or Claims") are asserted or made within such six year period, all rights shall cause the certificate of incorporation and by-laws of the Surviving Corporation to contain provisions no less favorable with respect to indemnification and limitation of liabilities of directors and officers and advancement of expenses than are set forth as of the date of this Agreement in respect the Company Charter Documents, which provisions shall not be amended, repealed or otherwise modified in a manner that would adversely affect the rights thereunder of each individual who, at the Effective Time is, or at any such Claim time prior to the Effective Time was, a director or Claims shall continue until disposition an officer of the Company or any and all such Claims. Without limiting the foregoingof its Subsidiaries (each, an “Indemnitee” and, collectively, the Company“Indemnitees”). (b) Parent shall bear the full cost of, and shall cause the Company to maintain in effect, for at least six years commencing on and immediately following the Effective Time, one or more director and officer tail policy(ies) as described below (collectively, the “D&O Tail Policies”). Prior to the Effective Time, the Company shall obtain one or more prepaid, fully-earned and non-cancellable D&O Tail Policies applicable on and after the Effective Time Time, for a period equal to, at the Surviving CorporationCompany’s sole discretion, shall advance expenses incurred with respect to the foregoing, as they are incurred, to the fullest extent permitted under applicable law, provided that the person on whose behalf the expenses are advanced provides and undertakes greater of (which need not be securedi) to repay such advances if it is ultimately determined that such person is not entitled to indemnification. 5.11.2 The Surviving Corporation shall use its best efforts to cause to be maintained in effect for not less than six years from immediately following the Effective Time and (ii) the statute(s) of limitations applicable to the acts and omissions of the directors and officers of the Company up through and including the Effective Time (the greater of such periods, the “D&O Tail Period”), in lieu of the current policies of directors, or directors and officers, officers liability insurance maintained by the Company and its subsidiaries (provided that the Surviving Corporation may substitute therefor policies of Company. Such D&O Tail Policies shall provide at least the same coverage with respect to amounts, terms and conditions, as the directors and officers liability insurance policies (including, but not limited to, both primary and any and all excess policies) maintained by the Company on the date hereof (collectively, the “Current D&O Policies”), or policies with at least the same coverage limits and amounts as the Current D&O Policies, containing terms and conditions which are no less advantageous favorable to the individuals or the Company covered by such Current D&O Policies, than the terms of such policies, so long as no lapse in coverage occurs as a result of such substitution) with respect to all matters, including the transactions contemplated hereby, occurring prior to and including the Effective Time; provided that, in the event that any Claim or Claims are asserted or made within such six-year period, such insurance shall be continued in respect of any such Claim or Claims until final disposition of any and all such Claims; provided further that the Surviving Corporation shall Company is not be required to pay annual premiums a premium in excess of 200% (the dollar amount of such percentage being the “Maximum Premium”) of the Company's total current last annual premiums premium paid in the aggregate by the Company for such insurance and if Current D&O Policies (which premium is set forth on Schedule 6.11(b) of the Surviving Corporation Company Disclosure Schedule). If the Company is unable to obtain obtain, or unable to cause to be obtained, the insurance required by this Section 5.11 described in the prior sentence for an amount less than or equal to the Maximum Premium, it shall instead obtain as much comparable insurance as can be obtained possible for an annual a director and officer tail premium equal to the Maximum Premium for the D&O Tail Period, provided, however, that notwithstanding anything to the contrary set forth above, the Parent hereby covenants that it shall take any necessary actions to ensure that at no time shall the coverage for the Indemnities be less than the directors’ and officers’ liability insurance coverage then provided by Parent to its directors and officers. Neither Parent nor Surviving Corporation shall take, or allow to be taken, any action to terminate, or which could reasonably be expected to result in the termination of, the D&O Tail Policies, during the D&O Tail Period. Parent hereby agrees to allow the Company to arrange, with the insurance broker of the Company’s choosing, for the negotiation and purchase of the D&O Tail Policies. (c) The provisions of this Section 6.11 are (i) intended to be for the benefit of, and shall be enforceable by, each Indemnitee, his or her heirs and his or her representatives and (ii) in addition to, and not in substitution for, any other rights to indemnification or contribution that any such maximum amountPerson may have by contract or otherwise. The obligations of Parent and the Surviving Corporation under this Section 6.11 shall not be terminated or modified in such a manner as to adversely affect the rights of any Indemnitee to whom this Section 6.11 applies unless (y) such termination or modification is required by applicable Law or (z) the affected Indemnitee shall have consented in writing to such termination or modification (it being expressly agreed that the Indemnitees to whom this Section 6.11 applies shall be third party beneficiaries of this Section 6.11). (d) Parent and Merger Sub hereby acknowledge that an Indemnitee has or may, in the future, have certain rights to indemnification, advancement of expenses and/or insurance provided by other entities and/or organizations (collectively, the “Other Indemnitors” and, individually, an “Other Indemnitor”). Parent, Merger Sub and the Company hereby agree that, with respect to any advancement or indemnification obligation owed, at any time, to an Indemnitee by Parent, Merger Sub, the Company, the Surviving Corporation or any Other Indemnitor, whether pursuant to any certificate of incorporation, by-laws, partnership agreement, operating agreement, indemnification agreement or other document or agreement and/or pursuant to Section 6.11 of this Agreement (any of the foregoing is herein an “Indemnification Agreement”) (i) the Surviving Corporation shall, at all times, be the indemnitor of first resort (i.e., its obligations to an Indemnitee shall be primary and any obligation of the Other Indemnitors to advance expenses or to provide indemnification for the same expenses or liabilities incurred by an Indemnitee shall be secondary), (ii) it shall, at all times, be required to advance the full amount of expenses incurred by an Indemnitee and shall be liable for the full amount of all expenses, judgments, penalties, fines and amounts paid in settlement to the extent legally permitted and as required by the terms of this Agreement or any Indemnification Agreement), without regard to any rights an Indemnitee may have against the Other Indemnitors, and (iii) it irrevocably waives, relinquishes and releases the Other Indemnitors from any and all claims against the Other Indemnitors for contribution, subrogation, indemnification or any other recovery of any kind in respect thereof. Parent, Merger Sub and the Company hereby further agree that no advancement, indemnification or other payment by the Other Indemnitors on behalf of an Indemnitee with respect to any claim for which an Indemnitee has sought indemnification from the Company or the Surviving Corporation shall affect the foregoing, and the Other Indemnitors shall have a right of contribution and/or be subrogated to the extent of such advancement, indemnification or other payment to all of the rights of recovery of such Indemnitee against the Company or the Surviving Corporation, and the Company and/or the Surviving Corporation shall jointly and severally indemnify and hold harmless against such amounts actually paid by the Other Indemnitors to or on behalf of such Indemnitee to the extent such amounts would have otherwise been payable by the Company or the Surviving Corporation under the Indemnitee’s indemnification agreement with the Company or under the Company Charter Documents. (e) In the event that Parent, the Surviving Corporation 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 any Person, then, and in each such case, proper provision shall be made so that the successors and assigns of Parent and the Surviving Corporation shall assume all of the obligations thereof set forth in this Section 6.11.

Indemnification and Insurance. 5.11.1 The Company shall indemnify and hold harmless, (a) From and after the Effective Time 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 Surviving Corporation shall indemnify Entity and the Partnership GP jointly and severally agree to (i) indemnify, defend and hold harmless, each present and former employee, agent, director or officer of the Company and its subsidiaries (the "Indemnified Parties") from and harmless against any cost or expenses (including attorneys’ fees), judgments, settlements, fines and all claims arising out of other sanctions, losses, claims, damages or liabilities and amounts paid in settlement in connection with activitiesany actual or threatened Proceeding, including without limitation, the transactions contemplated by this Agreement, in such capacity, or on behalf of, or at the request and provide advancement of expenses with respect to each of the Companyforegoing to, its subsidiaries or affiliates, all Indemnified Persons to the fullest extent permitted under Delaware law applicable Law and (subject to 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 and any applicable limitations thereunder) and in addition, Subsidiary of the Partnership immediately prior to the fullest extent provided in Effective Time and ensure that the Organizational Documents of the Partnership and the Partnership GP or any of their respective charters successors or Bylaws (subject to applicable limitations thereunder) or any contract or other arrangement in effect at the date hereof which obligations shall survive the Merger and shall continue in full force and effect assigns, if applicable, shall, for a period of not less than six (6) years from 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, the Partnership GP and the Partnership’s Subsidiaries 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 Indemnified Person and their respective heirs and Representatives against the Surviving Entity and the Partnership GP and their respective successors and assigns. (b) The rights of any Indemnified Person under this Section 6.7 shall be in addition to any other rights such Indemnified Person may have under the Organizational Documents of the Partnership or the Partnership GP, any indemnification agreements, the Xxxxxxxx Islands LP Act or the Xxxxxxxx Islands LLC Act. The provisions of this Section 6.7 shall survive the consummation of the transactions contemplated hereby 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 if in the event that any claim or claims (a "Claim for indemnification or Claims") advancement set forth in this Section 6.7 are asserted or made within such six (6) year period, all rights to indemnification and advancement in respect of any such Claim claim or Claims claims shall continue until disposition of any and all such Claimsclaims. Without limiting If the foregoingSurviving 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 Companyextent necessary, a proper provision shall be made so that the successors and assigns of the Surviving Entity or the Partnership GP shall assume the obligations of the Surviving Entity and the Partnership GP set forth in this Section 6.7. (c) For a period of six (6) years from and after the Effective Time Time, the Surviving CorporationPartnership GP shall maintain officers’ and directors’ liability insurance with a nationally reputable carrier covering each member of the GP Conflicts Committee and all directors of the Partnership GP other than officers or persons employed by a Brookfield entity, shall advance expenses incurred on terms substantially no less advantageous to such members than existing insurance with respect to the foregoingacts or omissions, as they are incurredor alleged acts or omissions, occurring at or prior to the fullest extent permitted under applicable law, provided that the person on whose behalf the expenses are advanced provides and undertakes (which need not be secured) to repay such advances if it is ultimately determined that such person is not entitled to indemnification. 5.11.2 The Surviving Corporation shall use its best efforts to cause to be maintained in effect for not less than six years from the Effective Time (regardless of when such claims are asserted); provided, however, that in no event shall the Partnership GP be required to pay an annual premium therefor in excess of 300% of the current policies of directors, and officers, liability insurance maintained annual premium paid by the Company and Partnership or the Partnership GP for such member’s current coverage (the “Maximum Amount”). In the event that, but for the proviso to the immediately preceding sentence, the Partnership GP would be required to expend more than the Maximum Amount, the Partnership GP shall obtain the maximum amount of such insurance as is available for the Maximum Amount. The Partnership GP shall have the right, in its subsidiaries (provided sole discretion, in lieu of its obligations under this Section 6.7(c), to cause such coverage to be extended under the applicable existing policy or policies by obtaining a six year “tail” policy on terms that the Surviving Corporation may substitute therefor policies of at least the same coverage containing terms and conditions which are no less advantageous so long as no lapse in to such members than the existing coverage occurs as a result of such substitution) with respect to all matters, including the transactions contemplated hereby, acts or omissions occurring or alleged to have occurred at or prior to and including the Effective Time; provided that, Time that were committed or alleged to have been committed by such members in the event that any Claim or Claims are asserted or made within such six-year period, such insurance shall be continued in respect of any such Claim or Claims until final disposition of any and all such Claims; provided further that the Surviving Corporation shall not be required to pay annual premiums in excess of 200% of the Company's total current annual premiums for such insurance and if the Surviving Corporation is unable to obtain the insurance required by this Section 5.11 it shall obtain their capacity as much comparable insurance as can be obtained for an annual premium equal to such maximum amountsuch.

Indemnification and Insurance. 5.11.1 The All rights to indemnification existing in favour of those persons who are directors and officers of Company or its Subsidiaries as at the date of this Agreement (the “Indemnified Managers”) for their acts and omissions occurring prior to the Effective Time, as provided in the by-laws of Company or its Subsidiaries, shall indemnify survive the completion of the Offer and hold harmlesscontinue to be the obligation of Company until the expiration of the applicable limitation period with respect to any claims against the Indemnified Managers arising out of such acts or omissions. Company shall, and after on or before the Effective Time and in consultation with Parent, obtain, on a six-year “trailing” (or “run off”) basis, directors’ and officers’ liability insurance coverage for the Surviving Corporation shall indemnify and hold harmless, each present and former employee, agent, director or officer benefit of the Indemnified Managers with respect to their acts or omissions occurring prior to the Effective Time, on substantially the same terms and conditions as the existing directors’ and officers’ liability insurance policy maintained by Company and its subsidiaries (as of the "Indemnified Parties") from and against any and all claims arising out date of or in connection with activities, including without limitation, the transactions contemplated by this Agreement, in such capacity, or on behalf of, or at the request form disclosed by Company to Parent in writing prior to the date of this Agreement (the Company, its subsidiaries or affiliates“Existing Policy”), to the fullest extent permitted under Delaware law (subject to applicable limitations thereunder) that directors’ and in addition, to the fullest extent provided in their respective charters or Bylaws (subject to applicable limitations thereunder) or any contract or other arrangement in effect at the date hereof which obligations shall survive the Merger and shall continue in full force and effect for a period of not less than six years from the Effective Time; provided, however, that if any claim or claims (a "Claim or Claims") are asserted or made within officers’ liability insurance coverage is commercially available. If such six year period, all rights to indemnification in respect of any such Claim or Claims shall continue until disposition of any and all such Claims. Without limiting the foregoing, the Company, and after the Effective Time the Surviving Corporation, shall advance expenses incurred with respect to the foregoing, as they are incurred, to the fullest extent permitted under applicable law, provided that the person on whose behalf the expenses are advanced provides and undertakes (which need not be secured) to repay such advances if it is ultimately determined that such person coverage is not entitled to indemnification. 5.11.2 The Surviving Corporation shall use its best efforts to cause to be maintained in effect for not less than six years commercially available, then, from the Effective Time until the current policies sixth anniversary of directorsthe Effective Time, Company shall maintain in effect, for the benefit of the Indemnified Managers with respect to their acts or omissions prior to the Effective Time, the Existing Policy or substitute for the Existing Policy a policy of comparable coverage. The provisions of this section 1.11 are intended to be for the benefit of, and officersenforceable by, liability insurance maintained by each Indemnified Manager and his or her heirs and personal representatives and, accordingly, Company hereby confirms that it is acting as trustee on their behalf and, as a condition to Parent’s obligations hereunder, the President and Chief Executive Officer and the Chief Financial Officer of Company (in their capacity as officers and not in their personal capacity and without personal liability) shall, immediately prior to the Effective Time, provide Parent with a certificate representing and warranting that they have made inquiries of each director and officer of Company and its subsidiaries (provided that the Surviving Corporation may substitute therefor policies of at least the same coverage containing terms Subsidiaries and conditions which are no less advantageous so long as no lapse in coverage occurs as a result of such substitution) with respect to all matters, including the transactions contemplated hereby, occurring prior to and including the Effective Time; provided that, in the event that any Claim or Claims are asserted or made within such six-year period, such insurance shall be continued in respect not aware of any such Claim or Claims until final disposition of any and all such Claims; provided further that matter which should have been disclosed to the Surviving Corporation shall insurer under the Existing Policy which was not be required to pay annual premiums in excess of 200% of the Company's total current annual premiums for such insurance and if the Surviving Corporation is unable to obtain the insurance required by this Section 5.11 it shall obtain as much comparable insurance as can be obtained for an annual premium equal to such maximum amountso disclosed.

Indemnification and Insurance. 5.11.1 The Company shall indemnify and hold harmless, (a) From and after the Effective Time Time, the Surviving Corporation shall (and Parent shall cause the Surviving Corporation) indemnify and hold harmless, each present and former employee, agent, director the individuals who at or officer prior to the Effective Time were directors or officers of the Company and its subsidiaries (the "Indemnified Parties") from and against any and all claims arising out of or in connection with activities, including without limitationcollectively, the transactions contemplated “Indemnitees”) with respect to all acts or omissions by this Agreement, them in their capacities as such capacity, or on behalf of, or at any time prior to the request of the Company, its subsidiaries or affiliatesEffective Time, to the fullest extent permitted by (A) the Company Charter Documents as in effect on the date of this Agreement, (B) any applicable contract as in effect on the date of this Agreement and (C) applicable Law; provided, however, that the Surviving Corporation shall not be required to indemnify any Indemnitee for such Indemnitee’s criminal conduct or fraud. (b) Parent will provide, or cause the Surviving Corporation to provide, for a period of not less than six years after the Effective Time, the Indemnitees (as defined to mean those persons currently insured under Delaware law (subject to applicable limitations thereunderthe Company’s directors’ and officers’ insurance and indemnification policy) with an insurance and in addition, indemnification policy that provides coverage for events occurring at or prior to the fullest extent provided Effective Time (the “D&O Insurance”) that is no less favorable than the existing policy or, if substantially equivalent insurance coverage is unavailable, the best available coverage; provided, however, that Parent and the Surviving Corporation shall not be required to pay an annual premium for the D&O Insurance in their respective charters excess of 300% of the annual premium currently paid by the Company for such insurance, provided, further, that if the annual premiums of such insurance coverage exceed such amount, Parent or Bylaws (subject the Surviving Corporation shall be obligated to applicable limitations thereunderobtain a policy with the greatest coverage available for a cost not exceeding such amount. Notwithstanding the foregoing, the Surviving Corporation may fulfill its obligation to provide insurance under this Section 5.9(b) or any contract or other arrangement by obtaining a prepaid “tail” policy of at least the same coverage and amounts containing terms and condition which are, in effect at the date hereof which obligations shall survive aggregate, no less favorable to the Merger insured than the existing policy, and shall continue maintaining such “tail” policy in full force and effect for a period of not less than at least six years from the Effective Time; provided, however, that if any claim or claims (a "Claim or Claims"6) are asserted or made within such six year period, all rights to indemnification in respect of any such Claim or Claims shall continue until disposition of any and all such Claims. Without limiting the foregoing, the Company, and after the Effective Time the Surviving Corporation, shall advance expenses incurred with respect to the foregoing, as they are incurred, to the fullest extent permitted under applicable law, provided that the person on whose behalf the expenses are advanced provides and undertakes (which need not be secured) to repay such advances if it is ultimately determined that such person is not entitled to indemnificationyears. 5.11.2 (c) The Surviving Corporation Indemnitees to whom this Section 5.9 applies shall use its best efforts to cause be third party beneficiaries of this Section 5.9. The provisions of this Section 5.9 are intended to be maintained in effect for not less than six years from the Effective Time benefit of each Indemnitee, his or her heirs and his or her representatives. (d) In the current policies of directors, and officers, liability insurance maintained by the Company and its subsidiaries (provided event that Parent or the Surviving Corporation may substitute therefor policies or any of at least their respective successors or assigns (i) consolidates with or merges into any other Person and shall not be the same coverage containing terms and conditions which are no less advantageous so long as no lapse in coverage occurs as a result continuing or surviving corporation or entity of such substitutionconsolidation or merger or (ii) with respect transfers or conveys all or a majority of its properties and assets to all mattersany Person, including the transactions contemplated herebythen, occurring prior to and including the Effective Time; provided thatin each such case, in the event that any Claim or Claims are asserted or made within such six-year period, such insurance proper provision shall be continued in respect made so that the successors and assigns of any such Claim Parent or Claims until final disposition of any and all such Claims; provided further that the Surviving Corporation shall not be required succeed to pay annual premiums the obligations set forth in excess of 200% of the Company's total current annual premiums for such insurance and if the Surviving Corporation is unable to obtain the insurance required by this Section 5.11 it shall obtain as much comparable insurance as can be obtained for an annual premium equal to such maximum amount5.9.

Indemnification and Insurance. 5.11.1 The Company shall indemnify and hold harmless, (a) From and after the Effective Time the Surviving Corporation Date, TCF shall indemnify indemnify, defend and hold harmlessharmless each person who is now, each present and former employeeor has been at any time prior to the date hereof or who becomes prior to the Effective Date, agentan officer, director director, employee or officer agent of the Company and its subsidiaries Standard or any Standard Subsidiary (the "Indemnified Parties") from and against any and all claims arising out losses, claims, damages, costs, expenses (including attorney's fees), liabilities or judgments or amounts that are paid in settlement (which settlement shall require the prior written consent of TCF, which consent shall not be unreasonably withheld) of or in connection with activitiesany claim, including action, suit, proceeding or investigation (a "Claim") in which an Indemnified Party is, or is threatened to be made, a party or a witness based in whole or in part on or arising in whole or in part out of the fact that such person is or was a director, officer, employee or agent of Standard or any Standard Subsidiary if such Claim pertains to any matter or fact arising, existing or occurring on or prior to the Effective Date (including, without limitation, the Conversion/Reincorporation, the Merger and other transactions contemplated by this Agreement), in regardless of whether such capacityClaim is asserted or claimed prior to, at or on behalf of, or at after the request of Effective Date (the Company, its subsidiaries or affiliates, "Indemnified Liabilities") to the fullest extent permitted by TCF's Charter and Bylaws and applicable Delaware law. Any Indemnified Party wishing to claim indemnification under Delaware law this Section 5.15(a), upon learning of any Claim, shall notify TCF (subject but the failure so to applicable limitations thereundernotify TCF shall not relieve it from any liability which TCF may have under this Section 5.15(a) except to the extent such failure prejudices TCF) and shall deliver to TCF any undertaking required by Delaware law. The obligations of TCF described in addition, to the fullest extent provided in their respective charters or Bylaws (subject to applicable limitations thereunderthis Section 5.15(a) or any contract or other arrangement in effect at the date hereof which obligations shall survive the Merger and shall continue in full force and effect effect, without any amendment thereto, for a period of not less than six years from the Effective TimeDate; provided, however, that if any claim or claims (a "Claim or Claims") are asserted or made within such six year period, all rights to indemnification in respect of any such Claim or Claims shall continue until disposition of any and all such Claims. Without limiting the foregoing, the Company, and after the Effective Time the Surviving Corporation, shall advance expenses incurred with respect to the foregoing, as they are incurred, to the fullest extent permitted under applicable law, provided that the person on whose behalf the expenses are advanced provides and undertakes (which need not be secured) to repay such advances if it is ultimately determined that such person is not entitled to indemnification. 5.11.2 The Surviving Corporation shall use its best efforts to cause to be maintained in effect for not less than six years from the Effective Time the current policies of directors, and officers, liability insurance maintained by the Company and its subsidiaries (provided that the Surviving Corporation may substitute therefor policies of at least the same coverage containing terms and conditions which are no less advantageous so long as no lapse in coverage occurs as a result of such substitution) with respect to all matters, including the transactions contemplated hereby, occurring prior to and including the Effective Time; provided that, in the event that any Claim or Claims are asserted or made within such six-year period, such insurance period shall be continued in respect of any such Claim or Claims continue until the final disposition of any such Claim; and all such Claims; provided further that the Surviving Corporation nothing in this Section 5.15(a) shall be deemed to modify applicable Delaware law regarding indemnification of former officers and directors. The foregoing indemnification shall not apply to any actions, suits proceedings, orders or investigations which at the date hereof are pending or, to the Knowledge of Standard or its directors, threatened unless disclosed on Schedule 5.15(a). (b) From and after the Effective Date, the directors, officers and employees of Standard or any Standard Subsidiary who become directors, officers or employees of TCF, the Resulting Institution or any other of the TCF Subsidiaries, shall also have indemnification rights with prospective application. The prospective indemnification rights shall consist of such rights to which directors, officers and employees of TCF are entitled under the provisions of the Charter, Bylaws or similar governing documents of TCF, the Resulting Institution and the other TCF Subsidiaries, as in effect from time to time after the Effective Date, as applicable, and provisions of applicable law as in effect from time to time after the Effective Date. (c) TCF shall cause the Resulting Institution and any successor thereto to maintain directors and officers liability insurance comparable to that being maintained by TCF on the date hereof, or continue the existing insurance being maintained by Standard, for the benefit of the current and former directors and officers of Standard or any Standard Subsidiary for a period of three years after the Effective Time, which insurance shall provide coverage for acts and omissions occurring on or prior to the Effective Date; provided, further, that officers and directors of Standard or any Standard Subsidiary may be required to pay make application and provide customary representations and warranties to TCF's or the Resulting Institution's insurance carrier for the purpose of obtaining such insurance; and provided, further, that such coverage will be in an amount not less than the annual premiums in excess aggregate of 200% such coverage currently provided by Standard. (d) The contractual obligations of TCF provided under Sections 5.15(a) through 5.15(c) hereof are intended to benefit, and be enforceable against TCF directly by, the Company's total current annual premiums for such insurance Indemnified Parties, and if the Surviving Corporation is unable to obtain the insurance required by this Section 5.11 it shall obtain as much comparable insurance as can be obtained for an annual premium equal to such maximum amountbinding on all respective successors of TCF.

Indemnification and Insurance. 5.11.1 The Company shall indemnify (a) Parent and hold harmless, the Surviving Corporation jointly and after severally agree that all rights to indemnification and advancement of expenses for acts or omissions occurring prior to the Effective Time the Surviving Corporation shall indemnify and hold harmless, each present and former employee, agent, director (including acts or officer of the Company and its subsidiaries (the "Indemnified Parties") from and against any and all claims arising out of or omissions in connection with activities, including without limitation, this Agreement and the consummation of the transactions contemplated by this Agreement, hereby) now existing in such capacity, or on behalf of, or at the request favor of the Company’s current and former directors and officers (each an “Indemnified Party”) as provided in the Company’s Governing Documents, its subsidiaries or affiliates, to the fullest extent permitted under Delaware law (subject to applicable limitations thereunder) and in additionany indemnification agreements with the Indemnified Parties, to the fullest extent provided in their respective charters or Bylaws (subject to applicable limitations thereunder) or any contract or other arrangement in effect at the date hereof which obligations shall will survive the Merger and shall will thereafter continue in full force and effect for a period in accordance with their terms. Parent and the Surviving Corporation jointly and severally will advance expenses to and indemnify the Indemnified Parties to the same extent as the Indemnified Parties currently are entitled to advancement of not less than six years from expenses and indemnification. (b) Prior to the Effective Time; provided, however, that if any claim or claims (a "Claim or Claims") are asserted or made within such the Company will purchase the six year period, all rights to indemnification in respect of any such Claim or Claims shall continue until disposition of any and all such Claims. Without limiting the foregoing, extended reporting period endorsement under the Company’s existing directors’ and officers’ liability insurance policy and the Company’s existing employee benefit plan fiduciary liability insurance policy, which endorsements provide six years of coverage with respect to claims arising from facts or events that occurred at or prior to the Effective Time for those persons who are currently covered by such policies on terms no less favorable than the terms of such policies, except that the aggregate cost of the endorsements may not, without the Parent’s prior written consent, exceed 200% of the aggregate annual premiums for such policies. (c) The provisions of this Section 5.8 are intended to be for the benefit of, and will be enforceable by, each of the Indemnified Parties and their heirs and legal representatives. (d) The rights of the Indemnified Parties and their heirs and legal representatives under this Section 5.8 are in addition to any rights the Indemnified Parties may have under any of the Company’s articles of incorporation or bylaws, under any indemnification agreement between the Company and such Indemnified Person, or under any other applicable Laws. From and after the Effective Time Time, the Surviving Corporation, shall advance expenses incurred ’s articles of incorporation and bylaws will contain provisions no less favorable with respect to indemnification of, advancement of expenses for and exculpation of the foregoing, as they are incurred, to Indemnified Parties than the fullest extent permitted under applicable law, provided that provisions currently set forth in the person on whose behalf the expenses are advanced provides Company’s articles of incorporation and undertakes (which need not be secured) to repay such advances if it is ultimately determined that such person is not entitled to indemnification. 5.11.2 The Surviving Corporation shall use its best efforts to cause to be maintained in effect for not less than six years from the Effective Time the current policies of directors, and officers, liability insurance maintained by bylaws. Each indemnification agreement between the Company and an Indemnified Party as in effect on the date hereof will survive the Merger and continue in full force and effect in accordance with its subsidiaries terms. (provided that e) The obligations of Parent and the Surviving Corporation under this Section 5.8 may substitute therefor policies not be terminated or modified in a manner as to adversely affect any Indemnified Party to whom this Section 5.8 applies without the consent of at least the same coverage containing terms and conditions which are no less advantageous so long as no lapse in coverage occurs as a result of such substitution) with respect to all matters, including the transactions contemplated hereby, occurring prior to and including the Effective Time; provided that, in affected Indemnified Party. In the event that any Claim either Parent or Claims are asserted or made within such six-year period, such insurance shall be continued in respect of any such Claim or Claims until final disposition of any and all such Claims; provided further that the Surviving Corporation shall not or any of their respective successors or assigns (i) consolidates with or merges into any other Person or (ii) transfers all or a substantially all of its properties or assets to any Person, then and in each case, proper provision will be required to pay annual premiums made so that the applicable successors and assigns or transferees assume the obligations set forth in excess of 200% of the Company's total current annual premiums for such insurance and if the Surviving Corporation is unable to obtain the insurance required by this Section 5.11 it shall obtain as much comparable insurance as can be obtained for an annual premium equal to such maximum amount5.8.

Indemnification and Insurance. 5.11.1 The Company shall (a) Parent agrees that it will indemnify and hold harmless, and after the Effective Time the Surviving Corporation shall indemnify and hold harmless, harmless each present and former employee, agent, director or and officer of the Company and its subsidiaries (the "Indemnified Parties") from and Entities against any and all claims costs or expenses (including attorney’s fees), judgments, fines, losses, claims, damages or liabilities incurred in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of matters existing or in connection with activities, including without limitation, occurring prior to the transactions contemplated by this Agreement, in such capacity, or on behalf of, or at the request of the Company, its subsidiaries or affiliates, Effective Time to the fullest extent that Company would have been permitted under Delaware California law (subject and its Articles of Incorporation and Bylaws and any indemnification agreements entered into by Company with such persons to applicable limitations thereunder) and in addition, indemnify such Person. Parent shall also advance expenses as incurred to the fullest extent provided in their respective charters that Company would have been permitted or required under California law and its Articles of Incorporation and Bylaws (subject to applicable limitations thereunder) or any contract or other arrangement in effect at the date hereof which obligations shall survive the Merger and shall continue in full force and effect for a period of not less than six years from the Effective Time; provided, however, that if any claim or claims (a "Claim or Claims") are asserted or made within such six year period, all rights to indemnification in respect of any such Claim or Claims shall continue until disposition of any and all such Claims. Without limiting the foregoing, the Company, and after the Effective Time the Surviving Corporation, shall advance expenses incurred with respect to the foregoing, as they are incurred, to the fullest extent permitted under applicable lawagreements, provided that the person on whose behalf the to whom expenses are advanced provides and undertakes (which need not be secured) to repay repays such advances if it is ultimately determined that such person is not entitled to indemnification. 5.11.2 The Surviving Corporation (b) Parent shall use its best commercially reasonable efforts to cause to be maintained in effect purchase extended reporting period coverage for not less than Company’s existing officers’ and directors’ liability insurance (“D&O Insurance”) for a period of six years from after the Effective Time Time. Parent shall advise Company whether such insurance will be provided not later than 15 business days prior to the current policies Closing Date. If Parent advises Company that such insurance cannot be obtained or does not provide confirmation of directorsits ability to secure such coverage on or prior to such date, Company may obtain and officerspay for similar coverage for up to a period of six years following the Closing under its own D & O Insurance policies; provided, liability insurance maintained however, that if the cost thereof will exceed 3.0 times the last annual premiums paid by the Company and its subsidiaries (provided that for D & O Insurance prior to the Surviving Corporation may substitute therefor policies date of at least the same coverage containing terms and conditions which are no less advantageous so long as no lapse in coverage occurs as a result purchase of such substitution) with respect to all mattersextended reporting period coverage, including the transactions contemplated hereby, occurring Company must obtain prior written consent of Parent Bank prior to and including the Effective Time; provided thatobtaining such coverage, in the event that any Claim or Claims are asserted or made within such six-year period, such insurance shall be continued in respect of any such Claim or Claims until final disposition of any and all such Claims; provided further that the Surviving Corporation which consent shall not be required unreasonably withheld. “D&O Insurance” shall be understood to pay annual premiums in excess include Employment Practices Liability, Errors & Omissions, and Lender’s Liability. (c) The provisions of 200% this Section are intended to be for the benefit of, and shall be enforceable by, each of the Company's total current annual premiums for such insurance officers and if the Surviving Corporation is unable to obtain the insurance required by this Section 5.11 it shall obtain as much comparable insurance as can be obtained for an annual premium equal to such maximum amountdirectors of Company Entities, their heirs and their representatives.

Indemnification and Insurance. 5.11.1 The (a) Parent and Merger Sub agree that all rights to indemnification, exculpation and advancement of expenses existing in favor of the current or former directors, officers and employees of the Company shall indemnify or any of its Subsidiaries (each an “Indemnified Person”) as provided in the Company’s Certificate of Incorporation or Bylaws, or the articles of organization, bylaws or similar constituent documents of any of the Company’s Subsidiaries, or under any agreement listed on Section 3.16 of the Disclosure Letter, as in effect as of the date hereof with respect to matters occurring prior to or at the Effective Time (including such matters that arise in whole or in part out of or pertain to this Agreement or the transaction contemplated hereby) and hold harmless, and regardless of whether or not asserted or claimed prior to or at or after the Effective Time the Surviving Corporation shall indemnify and hold harmlessTime, each present and former employee, agent, director or officer of the Company and its subsidiaries (the "Indemnified Parties") from and against any and all claims arising out of or in connection with activities, including without limitation, the transactions contemplated by this Agreement, in such capacity, or on behalf of, or at the request of the Company, its subsidiaries or affiliates, to the fullest extent permitted under Delaware law (subject to applicable limitations thereunder) and in addition, to the fullest extent provided in their respective charters or Bylaws (subject to applicable limitations thereunder) or any contract or other arrangement in effect at the date hereof which obligations shall survive the Merger and shall continue in full force and effect for a period of not less than six years from the statutes of limitations applicable to such matters. From and after the Effective Time, Parent and the Surviving Corporation shall, jointly and severally, honor and fulfill in all respects such obligations. (b) Prior to the Effective Time, the Company shall obtain, in respect of acts or omissions occurring prior to or at the Effective Time (including such acts or omissions in connection with this Agreement and the transactions contemplated hereby), policies of directors’ and officers’ liability insurance (which may take the form of an extended reporting period, endorsement or policy) covering the Company and other Persons currently covered by the Company’s existing directors’ and officers’ liability insurance policies, for a period of six years after the Effective Time, after consultation with Parent and on terms at least as favorable to the insured parties as the terms selected by Parent from the alternatives described on Section 5.06(b) of the Disclosure Letter and otherwise as reasonably acceptable to Parent, from the Company’s current insurer or another insurer reasonably acceptable to Parent. From and after the Effective Time, the Surviving Corporation will cause such policies to be maintained in effect, for such period and on such terms so obtained by the Company; provided, however, that (i) Parent may substitute therefor coverage under Parent’s directors’ and officers’ liability insurance or coverage under other policies providing coverage on terms and conditions that are no less advantageous to such persons than the Company’s existing policies; and (ii) neither Parent nor the Surviving Corporation will be required, in order to maintain such directors’ and officers’ liability insurance policies or so substitute or so extend such coverage, to pay aggregate premiums in excess of $430,000 (less any premium paid by the Company prior to the Effective Time); and (iii) if equivalent coverage cannot be obtained or can be obtained only by paying aggregate premiums in excess of such amount, the Surviving Corporation shall only be required to obtain coverage in the greatest amount and scope as can be obtained by paying aggregate premiums equal to such amount. This covenant shall not be considered satisfied by the Company in all material respects if the Company fails to obtain the insurance described in the first sentence of this Section. (c) Notwithstanding anything herein to the contrary, if any claim Indemnified Person notifies the Surviving Corporation on or claims prior to the sixth anniversary of the Effective Time that a claim, action, suit, proceeding or investigation (a "Claim whether arising before, at or Claims") are asserted or made within such six year period, all rights to indemnification in respect of any such Claim or Claims shall continue until disposition of any and all such Claims. Without limiting the foregoing, the Company, and after the Effective Time Time) has been made against such Indemnified Person, the Surviving Corporationprovisions of this Section 5.06 shall continue in effect until the final disposition of such claim, shall advance expenses incurred with respect to the foregoingaction, as they are incurredsuit, to the fullest extent permitted under applicable law, provided that the person on whose behalf the expenses are advanced provides and undertakes (which need not be secured) to repay such advances if it is ultimately determined that such person is not entitled to indemnificationproceeding or investigation. 5.11.2 The Surviving Corporation (d) This Section 5.06 shall use its best efforts survive the consummation of the Merger and is intended to cause to be maintained in effect for not less than six years from the Effective Time the current policies of directorsbenefit, and officersshall be enforceable by, liability insurance maintained by the Company Indemnified Persons and its subsidiaries their respective heirs and legal representatives. (provided e) In the event that the Surviving Corporation may substitute therefor policies or Parent or any of at least their respective successors or assigns (i) consolidates with or merges into any other Person and shall not be the same coverage containing terms and conditions which are no less advantageous so long as no lapse in coverage occurs as a result continuing or surviving Person of such substitutionconsolidation or merger or (ii) with respect transfers of conveys all or substantially all of its properties and assets to all mattersany Person, including the transactions contemplated herebythen, occurring prior to and including the Effective Time; provided thatin each such case, in the event that any Claim or Claims are asserted or made within such six-year period, such insurance proper provision shall be continued made so that the successors and assigns of the Surviving Corporation or Parent, as the case may be, shall succeed to the obligations set forth in respect of any such Claim or Claims until final disposition of any and all such Claims; provided further that this Section 5.06. In addition , the Surviving Corporation shall not distribute, sell, transfer or otherwise dispose of any of its assets in a manner that would reasonably be required expected to pay annual premiums in excess of 200% of the Company's total current annual premiums for such insurance and if render the Surviving Corporation is unable to obtain the insurance required by satisfy its obligations under this Section 5.11 it shall obtain as much comparable insurance as can be obtained for an annual premium equal to such maximum amount5.06.

Indemnification and Insurance. 5.11.1 The (a) Parent and Merger Sub agree that all rights to indemnification by the Company shall indemnify and hold harmlessnow existing in favor of each individual who is now, and after or has been at any time prior to the date hereof or who becomes prior to the Effective Time the Surviving Corporation shall indemnify and hold harmless, each present and former employee, agent, an officer or director or officer of the Company and its subsidiaries or any Company Subsidiary or an employee of the Company or any Company Subsidiary or who acts as a fiduciary under any of the Company Employee Benefit Plans (each an “Indemnified Party”) as provided in the "Indemnified Parties") from and against any and all claims arising out Company’s certificate of incorporation or bylaws, in connection with activities, including without limitation, each case as in effect on the transactions contemplated by date of this Agreement, or pursuant to any other agreements in such capacityeffect on the date hereof, or on behalf of, or at the request of the Company, its subsidiaries or affiliates, including provisions relating to the fullest extent permitted under Delaware law (subject to applicable limitations thereunder) and advancement of expenses incurred in additionthe defense of any action or suit, to the fullest extent provided in their respective charters or Bylaws (subject to applicable limitations thereunder) or any contract or other arrangement in effect at the date hereof which obligations shall survive the Merger and shall continue remain in full force and effect, and the Surviving Corporation shall honor and fulfill in all respects such rights to indemnification. In addition, during the period commencing at the Effective Time and ending on the sixth (6th) anniversary of the Effective Time, the certificate of incorporation and bylaws of the Surviving Corporation shall contain provisions with respect to indemnification, exculpation and the advancement of expenses that are at least as favorable as the indemnification, exculpation and advancement of expenses provisions set forth in the certificate of incorporation and bylaws of the Company as of the date hereof, and during such six-year period such provisions shall not be repealed, materially amended or otherwise modified in any material respect except as required by applicable law. (b) The Surviving Corporation 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 from after the Effective Time, but only to the extent related to actions or omissions prior to the Effective Time; provided, however, that if any claim or claims (a "Claim or Claims") are asserted or made within such six year period, all rights to indemnification in respect of any such Claim or Claims shall continue until disposition of any and all such Claims. Without limiting the foregoing, the Company, and after the Effective Time the Surviving Corporation, shall advance expenses incurred with respect to the foregoing, as they are incurred, to the fullest extent permitted under applicable law, provided that the person on whose behalf the expenses are advanced provides and undertakes (which need not be securedi) to repay such advances if it is ultimately determined that such person is not entitled to indemnification. 5.11.2 The Surviving Corporation shall use its best efforts to cause to be maintained in effect for not less than six years from the Effective Time the current policies of directors, and officers, liability insurance maintained by the Company and its subsidiaries (provided that the Surviving Corporation may substitute therefor policies of at least the same coverage and amounts, in the aggregate, and containing terms and conditions which are no less advantageous so long as no lapse to such former directors or officers and (ii) such substitution shall not result in gaps or lapses of coverage occurs as a result of such substitution) with respect to all matters, including the transactions contemplated hereby, matters occurring prior to and including the Effective Time; provided thatprovided, further, that in no event shall the event Surviving Corporation be required to expend more than an amount per year equal to 300% of current annual premiums paid by the Company for such insurance (the “Maximum Amount”) to maintain or procure insurance coverage pursuant to this Section 6.9; and provided, further, that any Claim if the amount of the annual premiums necessary to maintain or Claims are asserted or made within procure such insurance coverage exceeds the Maximum Amount, the Surviving Corporation shall procure and maintain for such six-year periodperiod as much coverage as reasonably practicable for the Maximum Amount. Prior to the Effective Time, notwithstanding anything to the contrary set forth in this Agreement, the Company may, without Parent’s prior consent, purchase a six-year “tail” prepaid policy on the D&O Insurance at a cost per year covered for such insurance tail policy not to exceed the Maximum Amount, and such “tail” policy shall be continued in respect satisfy the provisions of any such Claim or Claims until final disposition this Section 6.9(b). (c) Without limiting the generality of any the provisions of Section 6.9(a), during the period commencing at the Effective Time and all such Claims; provided further that ending on the sixth (6th) anniversary of the Effective Time, the Surviving Corporation shall not be required indemnify and hold harmless each Indemnified Party from and against, and advance expenses to pay annual premiums each Indemnified Party in excess respect of, any costs, fees and expenses (including reasonable attorneys’ fees and investigation expenses), judgments, fines, losses, claims, damages, liabilities and amounts paid in settlement in connection with any claim, proceeding, investigation or inquiry, whether civil, criminal, administrative or investigative, to the extent such claim, proceeding, investigation or inquiry arises out of 200% (i) any action or omission or alleged action or omission in such Indemnified Party’s capacity as a director, officer, employee or agent of the Company's total current annual premiums for Company or any of the Company Subsidiaries (regardless of whether such insurance and if action or omission, or alleged action or omission, occurred prior to, at or after the Effective Time), or (ii) any of the Transactions; provided, however, that if, at any time prior to the sixth (6th) anniversary of the Effective Time, any Indemnified Party delivers to Parent or the Surviving Corporation is unable to obtain the insurance required by a written notice asserting a claim for indemnification under this Section 5.11 6.9(c), then the claim asserted in such notice shall survive the sixth (6th) anniversary of the Effective Time until such time as such claim is fully and finally resolved; and provided further, however, that no Indemnified Party shall enter into any such settlement without the prior written consent of the Surviving Corporation (which consent shall not be unreasonably withheld, delayed or conditioned). In the event of any such claim, proceeding, investigation or inquiry, (A) the Surviving Corporation shall have the right to control the defense thereof after the Effective Time (it being understood that, by electing to control the defense thereof, subject to the terms and conditions of this Section 6.9(c), the Surviving Corporation will be deemed to have waived any right to object to the Indemnified Party’s entitlement to indemnification hereunder with respect thereto); (B) in the event the Indemnified Party reasonably concludes, after consultation with his or her own counsel, that there is an actual or potential material conflict of interest arising in connection with Parent’s controlling such defense, such Indemnified Party shall obtain be entitled to retain his or her own counsel, whether or not the Surviving Corporation shall elect to control the defense of any such claim, proceeding, investigation or inquiry; (C) the Surviving Corporation shall pay the reasonable fees and expenses of such counsel promptly after statements therefor are received, whether or not the Surviving Corporation elects to control the defense of any such claim, proceeding, investigation or inquiry; and (D) no Indemnified Party shall be liable for any settlement effected without his or her prior express written consent (which shall not be unreasonably withheld, conditioned or delayed) if such settlement provides for any remedy other than the payment of money damages. (d) The obligations of Parent and the Surviving Corporation under this Section 6.9 shall survive the consummation of the Merger and shall not be terminated or modified in such a manner as much comparable insurance to adversely affect any Indemnified Party to whom this Section 6.9 applies without the consent of such affected Indemnified Party (it being expressly agreed that the Indemnified Parties to whom this Section 6.9 applies shall be third party beneficiaries of this Section 6.9, each of whom may enforce the provisions of this Section 6.9). The rights of the Indemnified Persons under this Section 6.9 shall be in addition to, and not in substitution for, any other rights that such individuals may have under the certificates of incorporation, bylaws or other equivalent organizational documents, any and all indemnification agreements of or entered into by the Company or any Company Subsidiary, or applicable law (whether at law or in equity). (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 each such case, proper provision shall be made so that the successors and assigns of Parent or the Surviving Corporation, as can the case may be, shall assume all of the obligations set forth in this Section 6.9. (f) Nothing in this Agreement is intended to, shall be obtained construed to or shall release, waive or impair any rights to D&O Insurance claims under any policy that is or has been in existence with respect to the Company or any of the Company Subsidiaries for an annual premium equal any of their respective directors, officers or other employees, it being understood and agreed that the indemnification provided for in this Section 6.9 is not prior to or in substitution for any such maximum amountclaims under such policies.

Indemnification and Insurance. 5.11.1 The Company shall indemnify (a) Parent and hold harmlessMerger Sub agree that all rights to indemnification, exculpation and after advancement of expenses existing in favor of the Effective Time the Surviving Corporation shall indemnify current or former directors and hold harmless, each present and former employee, agent, director or officer officers of the Company and its subsidiaries Subsidiaries (each an “Indemnified Person”) as provided in the "Indemnified Parties") from and against any and all claims arising out Company’s Certificate of Incorporation or in connection with activities, including without limitationBylaws, the transactions contemplated by this Agreementorganizational documents of the Company’s Subsidiaries or under any agreement filed as an exhibit to the Filed SEC Documents filed at least two (2) Business Days prior to the date hereof or listed on Section 4.16 of the Disclosure Letter, in such capacity, or on behalf of, each case as in effect as of the date hereof with respect to matters occurring prior to or at the request of the CompanyEffective Time, its subsidiaries or affiliates, to the fullest extent permitted under Delaware law (subject to applicable limitations thereunder) and in addition, to the fullest extent provided in their respective charters or Bylaws (subject to applicable limitations thereunder) or any contract or other arrangement in effect at the date hereof which obligations shall survive the Offer Closing and the Merger and shall continue in full force and effect for a period of not less than six years from the Effective Time; provided, however, that if any claim or claims in accordance with their respective terms. (a "Claim or Claims"b) are asserted or made within such six year period, all rights to indemnification in respect of any such Claim or Claims shall continue until disposition of any and all such Claims. Without limiting the foregoing, the Company, From and after the Effective Time Time, the Surviving Corporation, shall advance expenses incurred with respect to the foregoing, as they are incurred, to the fullest extent permitted under applicable law, provided that the person on whose behalf the expenses are advanced provides and undertakes (which need not be secured) to repay such advances if it is ultimately determined that such person is not entitled to indemnification. 5.11.2 The Surviving Corporation shall use its best efforts to will cause to be maintained in effect for a period of six (6) years after the Effective Time, in respect of acts or omissions occurring prior to or at the Effective Time, policies of directors’ and officers’ liability insurance (which may take the form of an extended reporting period, endorsement or policy) covering the Persons currently covered by the Company’s existing directors’ and officers’ liability insurance policies in an amount and scope at least as favorable as the Company’s policies existing on the date hereof; provided, however, that 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 extent 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 six years from 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 current policies Effective Time) has been commenced against such Indemnified Person in respect of directorswhich such Person expects to seek indemnification pursuant to this Section 6.05, the provisions of this Section 6.05 shall continue in effect with respect to such Legal Proceeding until the final disposition of such Legal Proceeding. (d) This Section 6.05 shall survive the consummation of the Merger and is intended to benefit, and officersshall be enforceable by, liability insurance maintained by the Company Indemnified Persons and its subsidiaries their respective heirs and legal representatives. (provided e) In the event that the Surviving Corporation may substitute therefor policies or Parent or any of at least their respective successors or assigns (i) consolidates with or merges into any other Person and shall not be the same coverage containing terms and conditions which are no less advantageous so long as no lapse in coverage occurs as a result continuing or surviving Person of such substitutionconsolidation or merger or (ii) with respect transfers or conveys all or substantially all of its properties and assets to all mattersany Person, including the transactions contemplated herebythen, occurring prior to and including the Effective Time; provided thatin each such case, in the event that any Claim or Claims are asserted or made within such six-year period, such insurance proper provision shall be continued in respect made so that the successors and assigns of any such Claim or Claims until final disposition of any and all such Claims; provided further that the Surviving Corporation or Parent, as the case may be, shall not be required succeed to pay annual premiums the obligations set forth in excess of 200% of the Company's total current annual premiums for such insurance and if the Surviving Corporation is unable to obtain the insurance required by this Section 5.11 it shall obtain as much comparable insurance as can be obtained for an annual premium equal to such maximum amount6.05.

Indemnification and Insurance. 5.11.1 The Company shall indemnify and hold harmless, 6.11.1 For three years from and after the Effective Time Time, Texas United shall maintain officers' and directors' liability insurance covering the Surviving Corporation shall indemnify persons who are presently covered by current officers' and hold harmless, each present and former employee, agent, director or officer directors' liability insurance policies of the Company and its subsidiaries FFSB with respect to actions, omissions, events, matters or circumstances occurring prior to the Effective Time, on terms which are at least as favorable as the terms of said current policies, provided that it shall not be required to expend in the aggregate during the coverage period more than an amount equal to 175% of the annual premium most recently paid by the Company and FFSB (the "Indemnified PartiesInsurance Amount") to maintain or procure insurance coverage pursuant hereto, and further provided that if Texas United is unable to maintain or obtain the insurance called for by this section, Texas United shall use its reasonable best efforts to obtain as much comparable insurance as is available for the Insurance Amount which may be in the form of tail coverage, or may request the Company to obtain such tail coverage at Texas United's expense prior to the Effective Time; provided, further, that officers and directors of the Company or its subsidiaries may be required to make application and provide customary representations and warranties to Texas United's insurance carrier for the purpose of obtaining such insurance. 6.11.2 For a period of six years from after the Effective Time, Texas United shall, and against any shall cause its subsidiaries to, maintain and all preserve the rights to indemnification of officers and directors provided for in the Certificate of Incorporation or charter document and By-Laws of the Company and each of its Subsidiaries as in effect on the date hereof with respect to indemnification for liabilities and claims arising out of acts, omissions, events, matters or in connection with activitiescircumstances occurring or existing prior to the Effective Time, including including, without limitation, the Merger and the other transactions contemplated by this Agreement, to the extent such rights to indemnification are not in such capacity, excess of that permitted by applicable state or on behalf of, federal laws or at the request Regulatory Authorities. 6.11.3 In addition to and without limitation of the Companyrights set forth in section 6.11.2, its subsidiaries or affiliates, to the fullest extent permitted under Delaware law (subject to applicable limitations thereunder) and in addition, to the fullest extent provided in their respective charters or Bylaws (subject to applicable limitations thereunder) or any contract or other arrangement in effect at the date hereof which obligations shall survive the Merger and shall continue in full force and effect for a period of not less than six years from after the Effective Time; provided, however, that if any claim or claims (a "Claim or Claims") are asserted or made within such six year period, all rights to indemnification in respect of any such Claim or Claims Texas United shall continue until disposition of any and all such Claims. Without limiting the foregoing, the Company, and after the Effective Time the Surviving Corporation, shall advance expenses incurred with respect to the foregoing, as they are incurred, to the fullest extent permitted under applicable lawlaw indemnify and hold harmless each present and former director and officer of the Company and FFSB (collectively, provided that the person on whose behalf the "Indemnified Parties") against any and all costs, expenses are advanced provides (including attorneys' fees), judgments, fines, losses, claims, damages, liabilities and undertakes (which need not be secured) amounts paid in settlement in connection with any pending, threatened or completed claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of or pertaining to repay such advances if it is ultimately determined that such person is not entitled any act, omission, event, matter or circumstance occurring or existing prior to indemnification. 5.11.2 The Surviving Corporation shall use its best efforts to cause to be maintained in effect for not less than six years from the Effective Time (including, without limitation, any claim, action, suit, proceeding or investigation arising out of or pertaining to the current policies of directorsMerger or the other transactions contemplated by this Agreement), and officersin the event of any such claim, liability insurance maintained action, suit, proceeding or investigation (whether arising before or after the Effective Time) (i) Texas United shall advance expenses to each such Indemnified Party to the fullest extent permitted by law, including the Company payment of the fees and its subsidiaries (provided that the Surviving Corporation may substitute therefor policies expenses of at least the same coverage containing terms and conditions which are no less advantageous so long as no lapse in coverage occurs as a result of such substitution) one counsel with respect to a matter, and one local counsel in each applicable jurisdiction, if necessary or appropriate, selected by such Indemnified Party or multiple Indemnified Parties, it being understood that they collectively shall only be entitled to one counsel and one local counsel in each applicable jurisdiction where necessary or appropriate (unless a conflict shall exist between Indemnified Parties in which case - 35 - Next Page they may retain separate counsel), all matterssuch counsel shall be reasonably satisfactory to Texas United, including promptly after statements therefor are received and (ii) Texas United will cooperate in the transactions contemplated herebydefense of any such matter. 6.11.4 Any determination required to be made with respect to whether an Indemnified Party's conduct complies with the standards for or prerequisites to indemnification set forth under the Delaware General Corporation Law, occurring prior or the Certificate of Incorporation or charter and By-Law provisions referred to in section 6.11.2, shall be made by independent counsel selected by Texas United (which shall not be counsel that provides any services to Texas United or any of its subsidiaries) and including reasonably acceptable to the Indemnified Party, and Texas United shall pay such counsel's fees and expenses. 6.11.5 This section 6.11 shall survive the Effective Time; provided that, in is intended to benefit each of the Indemnified Parties (each of whom shall be entitled to enforce this section against Texas United) and shall be binding on all successors and assigns of Texas United. 6.11.6 In the event that Texas United or any Claim of its successors or Claims are asserted assigns (i) consolidates with or made within such six-year period, such insurance shall be continued in respect of merges into any such Claim or Claims until final disposition of any other person and all such Claims; provided further that the Surviving Corporation shall not be required 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 one or more other persons, then, and in each such case, proper provision shall be made so that the successors and assigns of Texas United assume the obligations set forth in this Section 6.11. 6.11.7 Texas United shall pay annual premiums all expenses (including attorneys' fees) that may be reasonably incurred by any Indemnified Party in excess of 200% of enforcing the Company's total current annual premiums indemnity and other obligations provided for such insurance and in this Section 6.11 if the Surviving Corporation Indemnified Party is unable to obtain the insurance required by this Section 5.11 it shall obtain as much comparable insurance as can be obtained for an annual premium equal to such maximum amountsuccessful in whole or any material part or if any dispute relating thereto is settled or compromised.

Indemnification and Insurance. 5.11.1 The Company shall indemnify and hold harmless, and after (a) Following the Effective Time Time, Parent shall cause the Surviving Corporation shall indemnify and hold harmless, each present and former employee, agent, director or officer of the Company and its subsidiaries (the "Indemnified Parties") from and against any and all claims arising out of or in connection with activities, including without limitation, the transactions contemplated by this Agreement, in such capacity, or on behalf of, or at the request of the Company, its subsidiaries or affiliates, to the fullest extent permitted under Delaware law (subject to applicable limitations thereunder) and in addition, to the fullest extent provided in their respective charters or Bylaws (subject to applicable limitations thereunder) or any contract or other arrangement in effect at the date hereof which obligations shall survive the Merger and shall continue in full force and effect for a period of not less than six years from the Effective Time; provided, however, that if any claim or claims (a "Claim or Claims") are asserted or made within such six year period, all rights to indemnification in respect of any such Claim or Claims shall continue until disposition of any and all such Claims. Without limiting the foregoing, the Company, and after the Effective Time the Surviving Corporation, shall advance expenses incurred with respect to the foregoing, as they are incurred, to the fullest extent permitted under applicable law, provided that the person on whose behalf the expenses are advanced provides and undertakes (which need not be secured) to repay such advances if it is ultimately determined that such person is not entitled to indemnification. 5.11.2 The Surviving Corporation shall use its best efforts to cause to be maintained maintain in effect for not less than six years from after the Effective Time Closing Date, the Company’s current policies of directors, directors and officers, liability ’ insurance maintained by the Company and its subsidiaries policies (provided that the Surviving Corporation may substitute therefor or policies of at least the same coverage containing terms and conditions which are no less advantageous so long as no lapse in coverage occurs as a result to the current and all former directors and officers of such substitutionthe Company) with respect to all matters, including the transactions contemplated hereby, matters occurring prior to the Closing Date; provided, however, that Parent and including the Effective Time; provided that, in the event that any Claim or Claims are asserted or made within such six-year period, such insurance shall be continued in respect of any such Claim or Claims until final disposition of any and all such Claims; provided further that the Surviving Corporation shall not be required to pay maintain or obtain policies providing such coverage except to the extent such coverage can be provided at an annual premiums cost of no greater than 150% of the most recent annual premium paid by the Company prior to the date hereof (the “Cap”); 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 the Company's total current annual premiums for such insurance and if Cap, the Surviving Corporation is unable shall only be required to obtain the insurance required by this Section 5.11 it shall obtain as much comparable insurance coverage as can be obtained for by paying an annual premium equal to the Cap. In lieu of the foregoing (but subject to the Cap), and notwithstanding anything to the contrary, the Company may obtain a prepaid tail policy prior to the Acceptance Time, which policy provides Indemnified Parties with directors’ and officers’ liability insurance for a period ending no earlier than the sixth anniversary of the Closing Date. (b) Following the Effective, Time, Parent shall cause the Surviving Corporation for not less than six years after the Closing Date to keep in effect in the Company Charter Documents all provisions at least as favorable as the provisions in the Company Charter Documents on the date hereof that provide for exculpation of director or officer liability and indemnification (and advancement of expenses related thereto) of the past and present officers, directors, employees, fiduciaries and agents (“Indemnified Parties”) of the Company, except as limited by applicable Law, and such maximum amountprovisions shall not be amended during such six year period except as either required by applicable Law or to make changes permitted by applicable Law that would enhance the rights of past or present officers and directors to exculpation, indemnification or advancement of expenses. (c) The Persons to whom this Section 5.7 applies shall be third party beneficiaries of this Section 5.7. The provisions of this Section 5.7 are intended to be for the benefit of each such Person and his or her heirs, successors and representatives and in addition to, and not in substitution for, any other rights to indemnification or contribution that any such person may have by contract or otherwise. Notwithstanding anything contained in this Section 5.7 to the contrary, this Section 5.7 shall survive the consummation of the Merger and shall be binding on all successors and assigns of Parent and the Surviving Corporation.

Indemnification and Insurance. 5.11.1 The Company (a) From and after the Effective Time, Acquiror and the Surviving Companies agree that they shall indemnify and hold harmless, and after the Effective Time the Surviving Corporation shall indemnify and hold harmless, harmless each present and former employee, agent, director or and officer of the Company (x) Companies and its subsidiaries each of their respective 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 Companies being acquired under this Agreement) (the "“Company Indemnified Parties"”) from and (y) Acquiror and each of its Subsidiaries (the “Acquiror Indemnified Parties” together with the Company Indemnified Parties, the “D&O Indemnified Parties”) against any and all claims costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred in connection with any Legal Proceeding, whether civil, criminal, administrative or investigative, arising out of or pertaining to matters existing or occurring at or prior to the Effective Time, whether asserted or claimed prior to, at or after the Effective Time, to the fullest extent that the Companies, Acquiror 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, bylaws, limited liability company agreement or other organizational documents in connection with activities, effect on the date of this Agreement to indemnify such D&O Indemnified Parties (including without limitation, the transactions contemplated by this Agreement, in such capacity, or on behalf of, or at the request advancing of the Company, its subsidiaries or affiliates, expenses as incurred to the fullest extent permitted under Delaware law (subject to applicable limitations thereunder) and in additionLaw). Without limiting the foregoing, to the fullest extent provided in their respective charters or Bylaws (subject to applicable limitations thereunder) or any contract or other arrangement in effect at the date hereof which obligations shall survive the Merger Acquiror shall, and shall continue in full force cause the Surviving Companies and effect their Subsidiaries to (i) maintain for a period of not less than six 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 expense advancement) of the Surviving Companies’ and their Subsidiaries’ former and current officers, directors, employees, and agents that are no less favorable to those Persons than the provisions of the certificate of incorporation, certificate of formation, bylaws, limited liability company agreement, operating agreement and other organizational documents of the Companies, Acquiror 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. Acquiror shall assume, and be liable for, and shall cause the Surviving Companies and their Subsidiaries to honor, each of the covenants in this Section 8.9. (b) For a period of six years from the Effective Time, Acquiror shall cause the Surviving Companies to maintain in effect directors’ and officers’ liability insurance covering those Persons who are currently covered by Acquiror, the Companies’ or their Subsidiaries’ directors’ and officers’ liability insurance policies (true, correct and complete copies of which have been heretofore made available to Acquiror or its agents or representatives) on terms not less favorable than the terms of such current insurance coverage, except that in no event shall Acquiror be required to pay an annual premium for such insurance in excess of 300% of the aggregate annual premium payable by Acquiror or the Companies, as applicable, for such insurance policy for the year ended December 31, 2018; provided, however, that (i) Acquiror or the Surviving Companies 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 or claims (a "Claim or Claims") are asserted or made within such six year period, all rights to indemnification in respect of any such Claim or Claims shall continue until disposition of any and all such Claims. Without limiting the foregoing, the Company, and after the Effective Time the Surviving Corporation, shall advance expenses incurred with respect to the foregoing, as they are incurred, to the fullest extent permitted under applicable law, provided that the person on whose behalf the expenses are advanced provides and undertakes (which need not be secured) to repay such advances if it is ultimately determined that such person is not entitled to indemnification. 5.11.2 The Surviving Corporation shall use its best efforts to cause to be maintained in effect for not less than six years from the Effective Time the current policies of directors, and officers, liability insurance maintained by the Company and its subsidiaries (provided that the Surviving Corporation may substitute therefor policies of at least the same coverage containing terms and conditions which are no less advantageous so long as no lapse in coverage occurs as a result of such substitution) with respect to all matters, including the transactions contemplated hereby, occurring prior to and including the Effective Time; provided that, in the event that any Claim or Claims are asserted or made within such six-year period, such any insurance required to be maintained under this Section 8.9 shall be continued in respect of any such Claim or Claims claim until the final disposition thereof. (c) Notwithstanding anything contained in this Agreement to the contrary, this Section 8.9 shall survive the consummation of any the Mergers indefinitely and shall be binding, jointly and severally, on Acquiror and the Surviving Companies and all such Claims; provided further that successors and assigns of Acquiror and the Surviving Corporation Companies. In the event that Acquiror or any of the Surviving Companies or any of their respective successors or assigns consolidates with or merges into any other Person and shall not be required 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 pay annual premiums any Person, then, and in excess each such case, Acquiror and the Surviving Companies shall ensure that proper provision shall be made so that the successors and assigns of 200% Acquiror or any of the Company's total current annual premiums for such insurance and if Surviving Companies, as the Surviving Corporation is unable case may be, shall succeed to obtain the insurance required by obligations set forth in this Section 5.11 it 8.9. (d) On the Closing Date, Acquiror shall obtain as much comparable insurance as can enter into customary indemnification agreements reasonably satisfactory to each of the Holder and Acquiror with the post-Closing directors and officers of Acquiror, which indemnification agreements shall continue to be obtained for an annual premium equal to such maximum amounteffective following the Closing.

Indemnification and Insurance. 5.11.1 (a) The Certificate of Incorporation of the Surviving Corporation shall contain the provisions with respect to indemnification set forth in the Certificate of Incorporation of the Company as of the date of this Agreement, which provisions shall indemnify and hold harmlessnot be amended, repealed or otherwise modified from and after the Effective Time until at least six (6) years after the Surviving Corporation shall indemnify and hold harmless, each present and former employee, agent, director or officer of Effective Time in any manner that would adversely affect the Company and its subsidiaries (the "Indemnified Parties") from and against any and all claims arising out of or in connection with activities, including without limitation, the transactions contemplated by this Agreement, in such capacity, or on behalf of, or rights thereunder existing at the request Effective Time of individuals who at the Effective Time were directors, officers, employees or agents of the Company, unless such modification is required by law. (b) For six (6) years after the Effective Time, Parent and the Surviving Corporation will indemnify and hold harmless (including advancement of expenses) the current and former directors and officers of the Company in respect of acts or omissions occurring on or prior to the Effective Time to the extent provided in the Company's Certificate of Incorporation and By-laws in effect on the date hereof; provided that such indemnification shall be subject to any limitation imposed from time to time under applicable law. It is understood that, unless made by a court, any determination as to whether a person seeking indemnification pursuant to this Section 7.05 has met any applicable legal standard for indemnification shall be made by a committee consisting of at least two of Parent's independent directors. (c) The Company shall purchase, effective on the Offer Closing Date, a "run-off" insurance policy of the Company's current directors' and officers' insurance and indemnification policy with the maximum aggregate limit of liability that can be obtained for a premium of no more than $75,000, with a retention amount not to exceed $100,000, covering claims that may be made during a period of three (3) years after the Offer Closing Date against those who are directors and officers of the Company prior to the Offer Closing Date for events occurring on or prior to the Offer Closing Date. The Company shall pay such premium on or before the Offer Closing Date. Such policies may be subject to such customary conditions and exclusions. In connection with the purchase of such "run-off" policy, on or before the Offer Closing Date, Parent, Merger Sub, Epstein Becker & Green, P.C., and the directors and officers of the Compxxx xxxn xx xxfice shall execute and deliver the Escrow Agreement in the form attached hereto as Exhibit B (the "Escrow Agreement"). On or before the Offer Closing Date, the Parent shall fund the "Escrow Amount" (as defined in the Escrow Agreement) in accordance with the terms of the Escrow Agreement. (d) In the event the Surviving Corporation or any of its subsidiaries successors or affiliatesassigns (i) consolidates with or merges into any other person and shall not be the continuing or surviving corporation or entity of such consolidation or merger, or (ii) transfers or conveys all or substantially all of its properties and assets to any person, then, and in each such case, to the fullest extent permitted under Delaware law (subject necessary to applicable limitations thereunder) and in additioneffectuate the purposes of this Section 7.05, to the fullest extent provided in their respective charters or Bylaws (subject to applicable limitations thereunder) or any contract or other arrangement in effect at the date hereof which obligations proper provision shall survive the Merger and shall continue in full force and effect for a period of not less than six years from the Effective Time; provided, however, that if any claim or claims (a "Claim or Claims") are asserted or be made within such six year period, all rights to indemnification in respect of any such Claim or Claims shall continue until disposition of any and all such Claims. Without limiting the foregoing, the Company, and after the Effective Time the Surviving Corporation, shall advance expenses incurred with respect to the foregoing, as they are incurred, to the fullest extent permitted under applicable law, provided so that the person on whose behalf the expenses are advanced provides successors and undertakes (which need not be secured) to repay such advances if it is ultimately determined that such person is not entitled to indemnification. 5.11.2 The Surviving Corporation shall use its best efforts to cause to be maintained in effect for not less than six years from the Effective Time the current policies assigns of directors, Parent and officers, liability insurance maintained by the Company and its subsidiaries (provided that the Surviving Corporation may substitute therefor policies of at least assume the same coverage containing terms and conditions which are no less advantageous so long as no lapse obligations set forth in coverage occurs as a result of such substitution) with respect to all matters, including the transactions contemplated hereby, occurring prior to and including the Effective Timethis Section 7.05; provided that, in the event that any Claim or Claims are asserted or made within such six-year period, such insurance shall be continued in respect case of any such Claim assignment by Parent or Claims until final disposition of any the Surviving Corporation, Parent and all such Claims; provided further that the Surviving Corporation shall not be required to pay annual premiums in excess remain liable for all of 200% their respective obligations under this Agreement. (e) The provisions of the Company's total current annual premiums for such insurance and if the Surviving Corporation is unable to obtain the insurance required by this Section 5.11 it 7.05 are intended to be for the benefit of, and shall obtain as much comparable insurance as can be obtained for an annual premium equal enforceable by, each indemnified party, his or her heirs and his or her representatives and are in addition to, and not in substitution for, any other rights to indemnification or contribution that any such maximum amountperson may have by contract or otherwise.

Indemnification and Insurance. 5.11.1 The Company shall indemnify and hold harmless, and (a) For six (6) years after the Effective Time Time, Parent shall, and shall cause the Surviving Corporation shall indemnify and hold harmlessits Subsidiaries to, each present honor and fulfill in all respects the obligations of the Company and its Subsidiaries under any and all indemnification agreements in effect immediately prior to the Effective Time between the Company or any of its Subsidiaries and any of its current or former employee, agent, directors and officers and any person who becomes a director or officer of the Company and or any of its subsidiaries Subsidiaries prior to the Effective Time (the "“D&O Indemnified Parties") from and against any and all claims arising out of or in connection with activities, including without limitation, the transactions contemplated by this Agreement, in such capacity, or on behalf of, or at the request of the Company, its subsidiaries or affiliates, to the fullest extent permitted under Delaware law (subject to applicable limitations thereunder) and in ”). In addition, to the fullest extent provided in their respective charters or Bylaws (subject to applicable limitations thereunder) or any contract or other arrangement in effect at the date hereof which obligations shall survive the Merger and shall continue in full force and effect for a period of not less than six (6) years from following the Effective Time; provided, however, that if any claim or claims Parent shall (a "Claim or Claims") are asserted or made within such six year period, all rights to indemnification in respect of any such Claim or Claims and shall continue until disposition of any and all such Claims. Without limiting the foregoing, the Company, and after the Effective Time cause the Surviving Corporation, shall advance expenses incurred Corporation and its Subsidiaries to) cause the certificate or 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 foregoing, as they are incurred, to indemnification and exculpation provisions contained in the fullest extent permitted under applicable law, provided that the person on whose behalf the expenses are advanced provides certificate or articles of incorporation and undertakes bylaws (which need not be securedor other similar organizational documents) to repay such advances if it is ultimately determined that such person is not entitled to indemnification. 5.11.2 The Surviving Corporation shall use its best efforts to cause to be maintained in effect for not less than six years from the Effective Time the current policies of directors, and officers, liability insurance maintained by the Company and its subsidiaries (provided that the Surviving Corporation may substitute therefor policies of at least the same coverage containing terms and conditions which are no less advantageous so long as no lapse in coverage occurs as a result of such substitution) with respect to all matters, including the transactions contemplated hereby, occurring Subsidiaries immediately prior to and including the Effective Time; provided that, in the event that any Claim or Claims are asserted or made within and during such six-year period, such insurance provisions shall not be continued amended, repealed or otherwise modified in respect any respect, except as required by Law. (b) For a period of any such Claim or Claims until final disposition of any six (6) years after the Effective Time, Parent and all such Claims; provided further that the Surviving Corporation shall not 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 events that occurred at or prior to the Effective Time (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 D&O Indemnified Party who is covered as of the Effective Time by the D&O Policy on terms with respect to coverage and amounts that are no less favorable than those terms in effect on the date hereof; provided, however, that in no event shall Parent or the Surviving Corporation be required to pay annual premiums expend in any one year an amount in excess of 200% of the Company's total current annual premiums premium paid by the Company (which annual premium is set forth on Schedule 6.10(b) of the Company Disclosure Schedule) for such insurance (such 200% amount, the “Maximum Annual Premium”); and provided, further, that if the annual premiums of such insurance coverage exceed such amount, Parent and the Surviving Corporation is unable shall be obligated to obtain a policy with the insurance required by greatest coverage available for a cost not exceeding the Maximum Annual Premium. Notwithstanding anything in this Section 5.11 it 6.10 to the contrary, Parent may fulfill its (and Surviving Corporation’s) obligations under this Section 6.10(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 Effective Time, (ii) covers only those persons who are currently covered by the Company’s directors’ and officers’ insurance policy in effect as of the date hereof and only for actions and omissions occurring on or prior to the 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 6.10 shall obtain not be terminated, amended or otherwise modified in such a manner as much comparable insurance to adversely affect any D&O 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 D&O Indemnified Party or 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). Each of the D&O 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 6.10, with full rights of enforcement as can if a party thereto. The rights of the D&O 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 6.10 shall be obtained for an annual premium equal 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 Parent, 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 so that the continuing or surviving corporation or entity (or its successors or assigns, if applicable), or transferee of such maximum amountassets, as the case may be, shall assume the obligations set forth in this Section 6.10.

Indemnification and Insurance. 5.11.1 The Company shall indemnify and hold harmless, (a) From and after the Effective Time of the Merger, Acquiror agrees that it will cause the Surviving Corporation shall to continue to indemnify and hold harmless, harmless each present and former employee, agent, director or and officer of the Company and or any of its subsidiaries (the "Indemnified Parties") from and Subsidiaries against any and all claims costs or expenses (including reasonable attorneys' fees), judgments, fines, losses, claims, damages or liabilities incurred in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of or in connection with activities, including without limitation, pertaining to matters existing or occurring at or prior to the transactions contemplated by this Agreement, in such capacity, or on behalf of, or at the request Effective Time of the CompanyMerger, its subsidiaries whether asserted or affiliatesclaimed prior to, at or after the Effective Time of the Merger, to the fullest extent that the Company or any of its Subsidiaries, as the case may be, would have been permitted under Delaware applicable state law (subject to applicable limitations thereunder) and in addition, to the fullest extent provided in their respective charters its charter or Bylaws (subject to applicable limitations thereunder) or any contract or other arrangement by-laws in effect at on the date hereof which obligations shall survive the Merger and shall continue in full force and effect for a period of not less than six years from the Effective Timeto indemnify such person; provided, however, that if any claim or claims (a "Claim or Claims") are asserted or made within such six year period, all rights to indemnification in respect of any such Claim or Claims shall continue until disposition of any and all such Claims. Without limiting the foregoing, the Company, and after the Effective Time the Surviving Corporation, shall advance expenses incurred with respect to the foregoing, as they are incurred, to the fullest extent permitted under applicable law, provided that the any person on whose behalf the to whom expenses are advanced provides and undertakes (which need not be secured) an undertaking to the Surviving Corporation to repay such advances if it is ultimately determined that such person is not entitled to indemnification. 5.11.2 The (b) Acquiror shall provide, or cause the Surviving Corporation shall use its best efforts to cause to be maintained in effect provide, for a period of not less than six (6) years from after the Closing, the Company's current and former directors and officers who are currently covered by the Company's existing insurance and indemnification policy with an insurance and indemnification policy (including, without limitation, by arranging for run-off coverage, if necessary) that provides coverage for events occurring at or prior to the Effective Time of the current policies of directors, Merger (the "D&O Insurance") that is not materially less favorable than the existing policy (it being acknowledged and officers, understood that the Acquiror currently self-insures for legally indemnifiable claims and maintains liability insurance maintained solely for claims not so indemnifiable or in circumstances in which Acquiror cannot provide indemnification and Acquiror shall be entitled to do the same for the coverage contemplated by this Section 5.1(b)), or, if substantially equivalent insurance coverage is unavailable, the most advantageous D&O Insurance obtainable for an annual premium equal to 150% of the annual premium currently in place for the Company for such insurance; provided, however, that Acquiror and its subsidiaries (provided that the Surviving Corporation may substitute therefor policies of at least the same coverage containing terms and conditions which are no less advantageous so long as no lapse in coverage occurs as a result of such substitution) with respect to all matters, including the transactions contemplated hereby, occurring prior to and including the Effective Time; provided that, in the event that any Claim or Claims are asserted or made within such six-year period, such insurance shall be continued in respect of any such Claim or Claims until final disposition of any and all such Claims; provided further that the Surviving Corporation shall not be required to pay an annual premiums premium for the D&O Insurance in excess of 200150% of the Company's total current annual premiums premium currently in place for the Company for such insurance and insurance, calculated on the basis of a fair allocation of the portion of such premium if the Surviving Corporation is unable to obtain the insurance required by this Section 5.11 it shall obtain as much comparable insurance as can be obtained for an annual premium equal to Acquiror arranges such maximum amountcoverage on a group basis.

Indemnification and Insurance. 5.11.1 The (a) Parent and Merger Sub agree that all rights to indemnification by the Company shall indemnify and hold harmlessnow existing in favor of each person who is now, and after or has been at any time prior to the date hereof or who becomes prior to the Effective Time the Surviving Corporation shall indemnify and hold harmless, each present and former employee, agent, an officer or director or officer of the Company and its subsidiaries or any Company Subsidiary or an employee of the Company or any Company Subsidiary or who acts as a fiduciary under any of the Company Employee Benefit Plans (each an “Indemnified Party”) as provided in the "Indemnified Parties") from and against any and all claims arising out Company’s certificate of incorporation or bylaws, in connection with activities, including without limitation, each case as in effect on the transactions contemplated by date of this Agreement, or pursuant to any other agreements in such capacityeffect on the date hereof, or on behalf of, or at the request of the Company, its subsidiaries or affiliates, including provisions relating to the fullest extent permitted under Delaware law (subject to applicable limitations thereunder) and advancement of expenses incurred in additionthe defense of any action or suit, to the fullest extent provided in their respective charters or Bylaws (subject to applicable limitations thereunder) or any contract or other arrangement in effect at the date hereof which obligations shall survive the Merger and shall continue 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 indemnification obligations. (b) Parent shall 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 from after the Effective Time, but only to the extent related to actions or omissions prior to the Effective Time; provided, however, that if any claim or claims (a "Claim or Claims") are asserted or made within such six year period, all rights to indemnification in respect of any such Claim or Claims shall continue until disposition of any and all such Claims. Without limiting the foregoing, the Company, and after the Effective Time the Surviving Corporation, shall advance expenses incurred with respect to the foregoing, as they are incurred, to the fullest extent permitted under applicable law, provided that the person on whose behalf the expenses are advanced provides and undertakes (which need not be securedi) to repay such advances if it is ultimately determined that such person is not entitled to indemnification. 5.11.2 The Surviving Corporation shall use its best efforts to cause to be maintained in effect for not less than six years from the Effective Time the current policies of directors, and officers, liability insurance maintained by the Company and its subsidiaries (provided that the Surviving Corporation may substitute therefor policies of at least the same coverage and amounts containing terms and conditions which are no less advantageous so long as no lapse to such former directors or officers and (ii) such substitution shall not result in gaps or lapses of coverage occurs as a result of such substitution) with respect to all matters, including the transactions contemplated hereby, matters occurring prior to and including the Effective Time; provided thatprovided, further, that in no event shall Parent or the event Surviving Corporation be required to expend more than an amount per year equal to 300% of current annual premiums paid by the Company for such insurance (the “Maximum Amount”) to maintain or procure insurance coverage pursuant hereto; and provided, further, that any Claim if the amount of the annual premiums necessary to maintain or Claims are asserted or made within procure such insurance coverage exceeds the Maximum Amount, Parent and the Surviving Corporation shall procure and maintain for such six-year periodperiod as much coverage as reasonably practicable for the Maximum Amount. Parent 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 insurance “tail” policy shall be continued in respect satisfy the provisions of any such Claim or Claims until final disposition this Section 6.9(b). (c) The obligations of any Parent and all such Claims; provided further that the Surviving Corporation under this Section 6.9 shall survive the consummation of the Merger and shall not be required terminated or modified in such a manner as to pay annual premiums in excess adversely affect any Indemnified Party to whom this Section 6.9 applies without the consent of 200% such affected Indemnified Party (it being expressly agreed that the Indemnified Parties to whom this Section 6.9 applies shall be third party beneficiaries of this Section 6.9, each of whom may enforce the Company's total current annual premiums for such insurance and if provisions of this Section 6.9). (d) If Parent or the Surviving Corporation is unable 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 obtain any Person, then, and in each such case, proper provision shall be made so that the insurance required by successors and assigns of Parent or the Surviving Corporation, as the case may be, shall assume the obligations set forth in this Section 5.11 it shall obtain as much comparable insurance as can be obtained for an annual premium equal to such maximum amount6.9.

Indemnification and Insurance. 5.11.1 The Company shall indemnify (a) Parent Parties agree that all rights to indemnification, exculpation and hold harmlessadvancement of expenses, elimination of liability and exculpation from liabilities existing in favor of (i) any natural Person (together with such Person’s heirs, executors, and after administrators) who is or was, or at any time prior to the Effective Time the Surviving Corporation shall indemnify and hold harmlessClosing Date becomes, each present and former employee, agentan officer, director or officer manager of the Company any Partnership Entity or (ii) any natural Person (together with such Person’s heirs, executors, and its subsidiaries (the "Indemnified Parties"administrators) from and against any and all claims arising out of who is or in connection with activities, including without limitation, the transactions contemplated by this Agreement, in such capacitywas, or on behalf ofat any time prior to the Closing Date serves, or at the request of the Companyany Partnership Entity, its subsidiaries as an officer, director, member, general partner, fiduciary or affiliatestrustee of another Person (other than Persons solely providing, to the fullest extent permitted under Delaware law on a fee for service basis, trustee, fiduciary or custodial services) (subject to applicable limitations thereunder) and in additioneach, to the fullest extent a “Covered Person”), as provided in their the respective charters or Bylaws (subject to applicable limitations thereunder) or any contract or other arrangement Organizational Documents of such Partnership Entities in effect at as of the date of this Agreement, or pursuant to any other agreements in effect on the date hereof which obligations and disclosed in Section 6.7(a) of the Partnership Disclosure Schedule, shall survive the Merger Closing and shall continue in full force and effect for a period of not less than six years following the Closing Date, and the Parent Parties shall cause each Partnership Entity to honor and maintain in effect all such rights to indemnification, exculpation and advancement of expenses, elimination of liability and exculpation from liabilities during such period. For a period of not less than six years, the Effective TimeParent Parties shall not, and shall not cause or permit any Partnership Entity to, amend, restate, waive or terminate any Organizational Document of the Partnership Entities in any manner that would adversely affect the indemnification, exculpation or advancement rights of any such Covered Person. (b) The Parent Parties covenant and agree that, during the period that commences on the Closing Date and ends on the sixth anniversary of the Closing Date, the Parent Parties shall indemnify and hold harmless each Covered Person against any reasonable costs or expenses (including reasonable attorneys’ fees and all other reasonable costs, expenses and obligations (including experts’ fees, travel expenses, court costs, retainers, transcript fees, duplicating, printing and binding costs, as well as telecommunications, postage and courier charges) paid or incurred in connection with investigating, defending, being a witness in or participating in (including on appeal), or preparing to investigate, defend, be a witness in or participate in, any Proceeding relating to or arising out of any act or omission alleged to have occurred on or prior to the Closing Date in connection with the process resulting in and the adoption and approval of this Agreement, the other Transaction Documents, and the transactions contemplated hereby and thereby, including any Proceeding relating to a claim for indemnification or advancement brought by a Covered Person), judgments, fines, losses, claims, damages or liabilities, penalties and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of any thereof) in connection with any actual or threatened Proceeding, and, upon receipt by Parent of an undertaking by or on behalf of the Covered Person to repay such amount if it shall be determined in a final and non-appealable judgment entered by a court of competent jurisdiction that the Covered Person is not entitled to be indemnified, provide advancement of expenses with respect to each of the foregoing to, all Covered Persons. Any right of a Covered Person pursuant to this Section 6.7(b) shall be enforceable by such Covered Person and their respective heirs and Representatives against Parent Parties and their respective successors and assigns. (c) The Parent Parties covenant and agree that, during the period that commences on the Closing Date and ends on the sixth anniversary of the Closing Date, with respect to each Covered Person the Parent Parties shall maintain in effect the current directors and officers liability and fiduciary liability insurance policy or policies that such Partnership Entity has as of the date of this Agreement with respect to acts, events, occurrences or omissions occurring or arising at or prior to the Closing; provided that the Partnership Entities, or the Parent Parties on behalf of the Partnership Entities may substitute therefor a six-year “tail” or runoff policy or policies providing substantially equivalent coverage thereunder that is no less advantageous to each Covered Person (including policy limits and scope) for acts, events, occurrences or omissions occurring or arising at or prior to the Closing as the current policies of directors and officers liability and fiduciary liability insurance maintained by the Partnership Entities as of the date of this Agreement; provided that Parent Parties and the Partnership Entities shall not be required to pay premiums for such insurance policy in excess of 350% of the last annual premium paid prior to the date hereof for such coverage but shall purchase as much of such coverage as possible for such applicable amount. In the event that either Parent Party or any Partnership Entity 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 in one or more series of transactions, directly or indirectly, transfers all or substantially all of its properties and assets to any Person (whether by consolidation, merger or otherwise), then, and in each such case, proper provision shall be made so that such continuing or surviving corporation or entity or transferee of such assets, as the case may be, assumes the obligations set forth in this Section 6.7. (d) The provisions of this Section 6.7 shall survive the consummation of the transactions contemplated hereby for a period of six years; provided, however, that if any claim or claims (a "Claim or Claims") are asserted or made within such six year period, all rights to indemnification in respect of any such Claim or Claims shall continue until disposition of any and all such Claims. Without limiting the foregoing, the Company, and after the Effective Time the Surviving Corporation, shall advance expenses incurred with respect to the foregoing, as they are incurred, to the fullest extent permitted under applicable law, provided that the person on whose behalf the expenses are advanced provides and undertakes (which need not be secured) to repay such advances if it is ultimately determined that such person is not entitled to indemnification. 5.11.2 The Surviving Corporation shall use its best efforts to cause to be maintained in effect for not less than six years from the Effective Time the current policies of directors, and officers, liability insurance maintained by the Company and its subsidiaries (provided that the Surviving Corporation may substitute therefor policies of at least the same coverage containing terms and conditions which are no less advantageous so long as no lapse in coverage occurs as a result of such substitution) with respect to all matters, including the transactions contemplated hereby, occurring prior to and including the Effective Time; provided that, in the event that any Claim claim or Claims claims for indemnification or advancement of expenses set forth in this Section 6.7 are asserted or made within such six-year period, such insurance shall be continued all rights to indemnification and advancement of expenses in respect of any such Claim claim or Claims claims shall continue until final the disposition of such claims. The provisions of this Section 6.7 (i) are expressly intended to benefit each Covered Person, (ii) shall be enforceable by any Covered Person and all its heirs and representatives against the Partnership Entities and the Parent Parties, and (iii) shall be in addition to any other rights such Claims; provided further that Covered Person or its heirs and representatives have under the Surviving Corporation Organizational Documents of any Partnership Entity, any indemnification agreements or applicable Law. (e) This Section 6.7 shall not be required to pay annual premiums amended, repealed, terminated or otherwise modified at any time in excess a manner that would adversely affect the rights of 200% a Covered Person as provided herein except with the prior written consent of the Company's total current annual premiums for such insurance and if the Surviving Corporation is unable to obtain the insurance required by this Section 5.11 it shall obtain as much comparable insurance as can be obtained for an annual premium equal to such maximum amountCovered Person.

Indemnification and Insurance. 5.11.1 The Company (a) From and after the Effective Time, PubCo and the Surviving Entity shall indemnify and hold harmless, and after the Effective Time the Surviving Corporation shall indemnify and hold harmless, harmless each present and former employee, agent, director or officer of the Company Group (in each case, solely to the extent acting in their capacity as such and its subsidiaries (to the "Indemnified Parties") from and extent such activities are related to the business of the Company being acquired under this Agreement), against any and all claims costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred in connection with any actual or threatened Action or other action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of or in connection with activitiespertaining to matters existing or occurring at or prior to the Effective Time or relating to the enforcement by any such Person of his or her rights under this ‎‎Section 8.06, including without limitationwhether asserted or claimed prior to, at or after the transactions contemplated by this AgreementEffective Time, in such capacity, or on behalf of, or at to the request fullest extent that any member of the CompanyCompany Group would have been permitted under applicable Law and its certificate of incorporation, its subsidiaries bylaws or affiliatesother organizational documents in effect on the date of this Agreement to indemnify such Person, and shall advance expenses (including reasonable attorneys’ fees and expenses) of any such Person as incurred to the fullest extent permitted under Delaware law applicable Law (subject including, without limitation, in connection with any action, suit or proceeding brought by any such Person to applicable limitations thereunder) and in additionenforce his or her rights under this ‎‎Section 8.06). Without limiting the foregoing, to the fullest extent provided in their respective charters or Bylaws (subject to applicable limitations thereunder) or any contract or other arrangement in effect at the date hereof which obligations shall survive the Merger PubCo shall, and shall continue in full force cause the Surviving Entity and effect its Subsidiaries to, (i) maintain for a period of not less than six (6) years from the Effective Time provisions in the Surviving Entity A&R LLCA concerning the indemnification and exoneration (including provisions relating to expense advancement) of the Surviving Entity’s and its Subsidiaries’ officers and directors that are no less favorable to those Persons than the provisions in effect as of the date hereof 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, and shall cause the Surviving Entity and their respective Subsidiaries to honor, each of the covenants in this ‎‎Section 8.06. (b) Prior to the Effective Time; provided, however, that if any claim or claims (a "Claim or Claims") are asserted or made within such six year period, all rights to indemnification in respect of any such Claim or Claims shall continue until disposition of any and all such Claims. Without limiting the foregoing, the Company shall or, if the Company is unable to, PubCo shall cause the Surviving Entity as of the Second Effective Time to, obtain and fully pay the premium for the non-cancellable extension of the directors’ and officers’ liability coverage of the Company’s existing directors’ and officers’ insurance policies and the Company’s existing fiduciary liability insurance policies (collectively, the “Company D&O Insurance”), in each case for a claims reporting or discovery period of at least six (6) years from and after the Effective Time the Surviving Corporation, shall advance expenses incurred with respect to the foregoing, as they are incurred, any claim related to any period of time at or prior to the fullest extent permitted Effective Time from an insurance carrier with the same or better credit rating as the Company’s current insurance carrier with respect to Company D&O Insurance with terms, conditions, retentions and limits of liability that are no less favorable than the coverage provided under applicable lawthe Company’s existing policies. If the Company or the Surviving Entity for any reason fail to obtain such “tail” insurance policies as of the Second Effective Time, provided that the person on whose behalf the expenses are advanced provides and undertakes (which need not be secured) Surviving Entity shall continue to repay such advances if it is ultimately determined that such person is not entitled to indemnification. 5.11.2 The Surviving Corporation shall use its best efforts to cause to be maintained maintain in effect effect, for not less than a period of at least six years from and after the Second Effective Time the current policies of directorsTime, and officers, liability insurance maintained by the Company and its subsidiaries (provided that D&O Insurance in place as of the Surviving Corporation may substitute therefor policies of at least date hereof with the Company’s current insurance carrier or with an insurance carrier with the same coverage containing terms or better credit rating as the Company’s current insurance carrier with respect to Company D&O Insurance with terms, conditions, retentions and conditions which limits of liability that are no less advantageous so long favorable than the coverage provided under the Company’s existing policies as no lapse in coverage occurs of the date hereof, or the Surviving Entity shall purchase from the Company’s current insurance carrier or from an insurance carrier with the same or better credit rating as a result of such substitution) the Company’s current insurance carrier with respect to all matters, including the transactions contemplated hereby, occurring prior to and including the Effective Time; provided that, in the event that any Claim or Claims are asserted or made within Company D&O Insurance comparable D&O insurance for such six-year periodperiod with terms, conditions, retentions and limits of liability that are no less favorable than as provided in the Company’s existing policies as of the date hereof; provided that in no event shall Acies, PubCo or the Surviving Entity be required to expend for such insurance shall be continued policies pursuant to this ‎Section 8.06(b) an annual premium amount in respect excess of any such Claim or Claims until final disposition 300% of any and all such Claimsthe amount per annum the Company paid its last full fiscal year; provided further that if the aggregate premiums of such insurance coverage exceed such amount, the Surviving Corporation Entity shall be obligated to obtain a policy with the greatest coverage available, with respect to matters occurring prior to the Effective Time, for a cost not exceeding such amount. (c) Prior to the Closing, Acies and the Company shall reasonably cooperate in order to obtain directors’ and officers’ liability insurance for PubCo that shall be effective as of Closing and will cover those Persons who will be the directors and officers of PubCo and its Subsidiaries at and after the Closing on terms not less favorable than the better of (A) the terms of the current directors’ and officers’ liability insurance in place for the Company’s directors and officers and (B) the terms of a typical directors’ and officers’ liability insurance policy for a company whose equity is listed on Nasdaq which policy has a scope and amount of coverage that is reasonably appropriate for a company of similar characteristics (including the line of business and revenues) as PubCo and its Subsidiaries (including the Surviving Entity). (d) Notwithstanding anything contained in this Agreement to the contrary, this ‎Section 8.06 shall survive the consummation of the Mergers indefinitely and shall be binding, jointly and severally, on PubCo and the Surviving Entity and all successors and assigns of PubCo and the Surviving Entity. In the event that PubCo, the Surviving Entity or any of their respective successors or assigns consolidates with or merges into any other Person and shall not be required the continuing or surviving entity of such consolidation or merger or transfers or conveys all or substantially all of its properties and assets to pay annual premiums any Person or effects any division transaction, then, and in excess each such case, PubCo and the Surviving Entity shall ensure that proper provision shall be made so that the successors and assigns of 200% PubCo or the Surviving Entity, as the case may be, shall succeed to the obligations set forth in this ‎Section 8.06. The obligations of PubCo and the Surviving Entity under this ‎Section 8.06 shall not be terminated or modified in such a manner as to materially and adversely affect any present and former director or officer of any member of the Company's total current annual premiums for Company Group, or other person that may be a director or officer of any member of the Company Group prior to the Effective Time, to whom this ‎Section 8.06 applies without the consent of the affected Person. The rights of each Person entitled to indemnification or advancement hereunder shall be in addition to, and not in limitation of, any other rights such insurance Person may have under the Company Certificate of Incorporation, the Company Bylaws, any other indemnification arrangement, any applicable law, rule or regulation or otherwise. The provisions of this ‎Section 8.06 are expressly intended to benefit, and if the Surviving Corporation are enforceable by, each Person entitled to indemnification or advancement hereunder and their respective successors, heirs and representatives, each of whom is unable to obtain the insurance required by an intended third-party beneficiary of this Section 5.11 it shall obtain as much comparable insurance as can be obtained for an annual premium equal to such maximum amount‎Section 8.06.

Indemnification and Insurance. 5.11.1 The (1) From and after the Effective Time, the Purchaser shall, and shall cause the Company shall to, indemnify and hold harmless, and after the Effective Time the Surviving Corporation shall indemnify and hold harmless, each present and former employee, agent, director or officer of the Company and its subsidiaries (the "Indemnified Parties") from and against any and all claims arising out of or in connection with activities, including without limitation, the transactions contemplated by this Agreement, in such capacity, or on behalf of, or at the request of the Company, its subsidiaries or affiliates, to the fullest extent permitted under Delaware law applicable Law (subject and to applicable limitations thereunder) and in addition, also advance expenses as incurred to the fullest extent provided permitted under applicable Law), each present and former director and officer of the Company and the Subsidiary (each, an “Indemnified Person”) against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred in their respective charters connection with any Proceeding, arising out of or Bylaws (subject related to applicable limitations thereunder) such Indemnified Person’s service as a director or officer of the Company and/or the Subsidiary or services performed by such persons at the request of the Company and/or the Subsidiary at or prior to or following the Effective Time, whether asserted or claimed prior to, at or after the Effective Time, including the approval or completion of this Agreement and the Arrangement or any contract of the other transactions contemplated by this Agreement or other arrangement arising out of or related to this Agreement and the transactions contemplated hereby. Neither the Purchaser nor the Company shall settle, compromise or consent to the entry of any judgment in any Proceeding involving or naming an Indemnified Person or arising out of or related to an Indemnified Person’s service as a director or officer of the Company and/or the Subsidiary or services performed by such persons at the request of the Company and/or the Subsidiary at or prior to or following the Effective Time without the prior written consent of that Indemnified Person unless such settlement, compromise or consent includes an unconditional release of such Indemnified Person from all liability arising out of such Proceeding. (2) Prior to the Effective Time, the Company and the Subsidiary shall, and from and after the Effective Time if the Company and the Subsidiary are unable to, the Parent and the Purchaser shall, or shall cause the Company and the Subsidiary to, obtain and fully pay a single premium for the non-cancellable extension of the directors’ and officers’ liability coverage of the Company’s and the Subsidiary’s existing directors’ and officers’ insurance policies for a claims reporting or run-off and extended reporting period and claims reporting period of at least six years from and after the Effective Time with respect to any claim related to any period of 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 carriers with respect to directors’ and officers’ liability insurance (“D&O Insurance”), and with terms, conditions, retentions and limits of liability that are no less advantageous to the Indemnified Persons than the coverage provided under the existing policies of the Company and the Subsidiary in respect of claims arising from facts or events which existed or occurred at or prior to the Effective Time (including in connection with this Agreement or the transactions or actions contemplated hereby) provided, however, that the Company and the Subsidiary shall not acquire such insurance (and the Purchaser and the Parent shall not be required to cause the Company and the Subsidiary to purchase such insurance) if the premium therefor exceeds 300% of the annual premium paid by the Company and the Subsidiary in respect of their existing D&O Insurance as of the date hereof. If the Company and the Subsidiary for any reason fail to obtain such “run-off” insurance policies as of the Effective Time, the Company and the Subsidiary shall (or if they are unable to, the Parent and the Purchaser shall, or shall cause the Company and the Subsidiary to) continue to maintain in effect for a period of at least six years from and after the Effective Time the D&O Insurance in place as of the date hereof which obligations with terms, conditions, retentions and limits of liability that are no less advantageous than the coverage provided under the Company’s and the Subsidiary’s existing policies as of the date hereof, or the Company and the Subsidiary (or if they are unable to, the Parent and the Purchaser shall, or shall cause the Company and the Subsidiary to) purchase comparable D&O Insurance for such six year period with terms, conditions, retentions and limits of liability that are at least as favourable as provided in the Company’s and the Subsidiary’s existing policies as of the date hereof provided, however, that if such comparable insurance cannot be obtained, or can only be obtained by paying an annual premium in excess of 300% of the annual premium paid by the Company and the Subsidiary in respect of their D&O Insurance as of the date hereof, the Company and the Subsidiary shall only be required to obtain as much coverage as can be acquired by paying an annual premium equal to 300% of the annual premium paid by the Company and the Subsidiary in respect of their existing D&O Insurance as of the date hereof. (3) If any Indemnified Person makes any claim for indemnification or advancement of expenses under this Section 7.8 that is denied by the Company or the Purchaser and the Parent, and a court of competent jurisdiction determines that the Indemnified Person is entitled to such indemnification, then the Company and the Purchaser and the Parent shall pay such Indemnified Person’s costs and expenses, including reasonable legal fees and expenses, incurred in connection with pursuing such claim against the Company or the Purchaser. (4) The rights of the Indemnified Persons under this Section 7.8 shall be in addition to any rights such Indemnified Persons may have under the constating documents of the Company or the Subsidiary, or under any applicable Law or agreement of any Indemnified Person with the Company or the Subsidiary. 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 in favour of any Indemnified Person as provided in the constating documents of the Company or the Subsidiary or any agreement between such Indemnified Person and the Company or the Subsidiary shall survive the Merger and shall continue in full force and effect Effective Time for a period of not less than six years from the Effective Time; providedand shall not be amended, however, repealed or otherwise modified in any manner that if would adversely affect any claim or claims (a "Claim or Claims") are asserted or made within such six year period, all rights to indemnification in respect right thereunder of any such Claim or Claims shall continue until disposition of any and all such Claims. Without limiting the foregoing, Indemnified Person. (5) If the Company, the Purchaser or the Parent or any of their successors or assigns shall (a) amalgamate, consolidate with or merge or wind-up into any other person and after shall not be the Effective Time continuing or surviving corporation or entity; or (b) 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 that the Surviving Corporationsuccessors and assigns and transferees of the Company, the Purchaser or the Parent, as the case may be, shall advance expenses incurred with respect to assume all of the foregoing, as they are incurred, to the fullest extent permitted under applicable law, provided obligations set forth in this Section 7.8. The Parent shall ensure that the person on whose behalf Company and the expenses are advanced provides Purchaser and undertakes (which need not be secured) the Parent and any of their successors or assigns have adequate financial resources to repay such advances if it is ultimately determined that such person is not entitled to indemnificationsatisfy all of the obligations set forth in this Section 7.8. 5.11.2 (6) The Surviving Corporation provisions of this Section 7.8 shall use its best efforts to cause to be maintained in effect survive the consummation of the transactions contemplated by this Agreement and are intended for not less than six years from the Effective Time the current policies of directorsbenefit of, and officersshall be enforceable by, liability insurance maintained by the Indemnified Persons, and their respective heirs, executors, administrators and personal representatives and shall be binding on the Company and its subsidiaries (provided that the Surviving Corporation may substitute therefor policies of at least the same coverage containing terms successors and conditions which are no less advantageous so long as no lapse in coverage occurs as a result of such substitution) with respect to all mattersassigns, including the transactions contemplated herebyand, occurring prior to and including the Effective Time; provided that, in the event that any Claim or Claims are asserted or made within such six-year period, such insurance shall be continued in respect of any such Claim or Claims until final disposition of any and all such Claims; provided further that the Surviving Corporation shall not be required to pay annual premiums in excess of 200% of the Company's total current annual premiums for such insurance purpose only, the Company hereby confirms that it is acting as trustee on their behalf and if agrees to enforce the Surviving Corporation is unable to obtain the insurance required by provisions of this Section 5.11 it shall obtain as much comparable insurance as can be obtained for an annual premium equal to such maximum amount7.8 on their behalf.

Indemnification and Insurance. 5.11.1 (a) The Certificate of Incorporation of the Surviving Corporation shall contain the provisions with respect to indemnification set forth in the Certificate of Incorporation of the Company as of the date of this Agreement, which provisions shall indemnify and hold harmlessnot be amended, repealed or otherwise modified from and after the Effective Time until at least six (6) years after the Surviving Corporation shall indemnify and hold harmless, each present and former employee, agent, director or officer of Effective Time in any manner that would adversely affect the Company and its subsidiaries (the "Indemnified Parties") from and against any and all claims arising out of or in connection with activities, including without limitation, the transactions contemplated by this Agreement, in such capacity, or on behalf of, or rights thereunder existing at the request Effective Time of individuals who at the Effective Time were directors, officers, employees or agents of the Company, unless such modification is required by law. (b) For six (6) years after the Effective Time, Parent and the Surviving Corporation will indemnify and hold harmless (including advancement of expenses) the current and former directors and officers of the Company in respect of acts or omissions occurring on or prior to the Effective Time to the extent provided in the Company's Certificate of Incorporation and By-laws in effect on the date hereof; provided that such indemnification shall be subject to any limitation imposed from time to time under applicable law. It is understood that, unless made by a court, any determination as to whether a person seeking indemnification pursuant to this Section 7.05 has met any applicable legal standard for indemnification shall be made by a committee consisting of at least two of Parent's independent directors. (c) The Company shall purchase, effective on the Offer Closing Date, a "run-off" insurance policy of the Company's current directors' and officers' insurance and indemnification policy with the maximum aggregate limit of liability that can be obtained for a premium of no more than $75,000, with a retention amount not to exceed $100,000, covering claims that may be made during a period of three (3) years after the Offer Closing Date against those who are directors and officers of the Company prior to the Offer Closing Date for events occurring on or prior to the Offer Closing Date. The Company shall pay such premium on or before the Offer Closing Date. Such policies may be subject to such customary conditions and exclusions. In connection with the purchase of such "run-off" policy, on or before the Offer Closing Date, Parent, Merger Sub, Epstein Becker & Green, P.C., and the directors and officers of the Coxxxxx xhxx xx office shall execute and deliver the Escrow Agreement in the form attached hereto as Exhibit B (the "Escrow Agreement"). On or before the Offer Closing Date, the Parent shall fund the "Escrow Amount" (as defined in the Escrow Agreement) in accordance with the terms of the Escrow Agreement. (d) In the event the Surviving Corporation or any of its subsidiaries successors or affiliatesassigns (i) consolidates with or merges into any other person and shall not be the continuing or surviving corporation or entity of such consolidation or merger, or (ii) transfers or conveys all or substantially all of its properties and assets to any person, then, and in each such case, to the fullest extent permitted under Delaware law (subject necessary to applicable limitations thereunder) and in additioneffectuate the purposes of this Section 7.05, to the fullest extent provided in their respective charters or Bylaws (subject to applicable limitations thereunder) or any contract or other arrangement in effect at the date hereof which obligations proper provision shall survive the Merger and shall continue in full force and effect for a period of not less than six years from the Effective Time; provided, however, that if any claim or claims (a "Claim or Claims") are asserted or be made within such six year period, all rights to indemnification in respect of any such Claim or Claims shall continue until disposition of any and all such Claims. Without limiting the foregoing, the Company, and after the Effective Time the Surviving Corporation, shall advance expenses incurred with respect to the foregoing, as they are incurred, to the fullest extent permitted under applicable law, provided so that the person on whose behalf the expenses are advanced provides successors and undertakes (which need not be secured) to repay such advances if it is ultimately determined that such person is not entitled to indemnification. 5.11.2 The Surviving Corporation shall use its best efforts to cause to be maintained in effect for not less than six years from the Effective Time the current policies assigns of directors, Parent and officers, liability insurance maintained by the Company and its subsidiaries (provided that the Surviving Corporation may substitute therefor policies of at least assume the same coverage containing terms and conditions which are no less advantageous so long as no lapse obligations set forth in coverage occurs as a result of such substitution) with respect to all matters, including the transactions contemplated hereby, occurring prior to and including the Effective Timethis Section 7.05; provided that, in the event that any Claim or Claims are asserted or made within such six-year period, such insurance shall be continued in respect case of any such Claim assignment by Parent or Claims until final disposition of any the Surviving Corporation, Parent and all such Claims; provided further that the Surviving Corporation shall not be required to pay annual premiums in excess remain liable for all of 200% their respective obligations under this Agreement. (e) The provisions of the Company's total current annual premiums for such insurance and if the Surviving Corporation is unable to obtain the insurance required by this Section 5.11 it 7.05 are intended to be for the benefit of, and shall obtain as much comparable insurance as can be obtained for an annual premium equal enforceable by, each indemnified party, his or her heirs and his or her representatives and are in addition to, and not in substitution for, any other rights to indemnification or contribution that any such maximum amountperson may have by contract or otherwise.

Indemnification and Insurance. 5.11.1 The (a) Parent and Merger Sub agree that all rights to indemnification by the Company shall indemnify and hold harmlessnow existing in favor of each person who is now, and after or has been at any time prior to the date hereof or who becomes prior to the Effective Time the Surviving Corporation shall indemnify and hold harmless, each present and former employee, agent, an officer or director or officer of the Company and its subsidiaries or any Company Subsidiary or an employee of the Company or any Company Subsidiary or who acts as a fiduciary under any of the Company Employee Benefit Plans (each an “Indemnified Party”) as provided in the "Indemnified Parties") from and against any and all claims arising out Company’s certificate of incorporation or bylaws, in connection with activities, including without limitation, each case as in effect on the transactions contemplated by date of this Agreement, in such capacity, or on behalf of, or at the request of the Company, its subsidiaries or affiliates, pursuant to the fullest extent permitted under Delaware law (subject to applicable limitations thereunder) and in addition, to the fullest extent provided in their respective charters or Bylaws (subject to applicable limitations thereunder) or any contract or other arrangement agreements in effect at on the date hereof and listed on Section 3.18(a)(iv) of the Company Disclosure Letter, copies of which obligations have been provided to Parent, including provisions relating to the advancement of expenses incurred in the defense of any action or suit, shall survive the Merger and shall continue in full force and effect for a period of not less than six years from after the Effective Time; provided, howeverbut only to the extent related to actions or omissions prior to the Effective Time, that if and shall remain in full force and effect during such period (for the avoidance of doubt, nothing in this Agreement shall require, limit or restrict the Surviving Corporation to provide indemnification to any claim person with respect to actions or claims (a "Claim or Claims") are asserted or made within such six year period, all rights to indemnification in respect of any such Claim or Claims shall continue until disposition of any and all such Claims. Without limiting the foregoing, the Company, omissions occurring on and after the Effective Time Time). (b) For six years after the Surviving Corporation, shall advance expenses incurred with respect to the foregoing, as they are incurredEffective Time, to the fullest full extent permitted under applicable lawLaw, 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 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; provided that the person on whose behalf the expenses are advanced provides and undertakes nothing herein shall impair any rights to indemnification of any Indemnified Party referred to in clause (which need not be secureda) to repay such advances if it is ultimately determined that such person is not entitled to indemnificationabove. 5.11.2 The (c) Parent shall cause the Surviving Corporation shall use its best efforts to cause to be maintained 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 from after the Effective Time Time, but only to the current policies of directorsextent related to actions or omissions prior to the Effective Time, and officers, liability insurance maintained by the Company and its subsidiaries (provided that (i) the Surviving Corporation may substitute therefor policies of at least the same coverage and amounts containing terms and conditions which are no less advantageous so long as no lapse to such former directors or officers and (ii) such substitution shall not result in gaps or lapses of coverage occurs as a result of such substitution) with respect to all matters, including the transactions contemplated hereby, matters occurring prior to and including the Effective Time; provided thatprovided, further, that in no event shall Parent or the event that any Claim or Claims are asserted or made within such six-Surviving Corporation be required to expend more than an amount per year period, equal to 300% of current annual premiums paid by the Company for such insurance shall be continued in respect (the “Maximum Amount”) to maintain or procure insurance coverage pursuant hereto; provided, further, that if the amount of any the annual premiums necessary to maintain or procure such Claim or Claims until final disposition of any insurance coverage exceeds the Maximum Amount, Parent and all such Claims; provided further that the Surviving Corporation shall not be required to pay annual premiums in excess of 200% of the Company's total current annual premiums 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 D&O insurance by obtaining a six—year “tail” policy on terms and if conditions no less advantageous than the D&O Insurance, and such “tail” policy shall satisfy the provisions of this Section 6.8(c). (d) The obligations of Parent and the Surviving Corporation is unable to obtain the insurance required by under this Section 5.11 6.8 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 6.8 applies without the consent of such affected Indemnified Party (it being expressly agreed that the Indemnified Parties to whom this Section 6.8 applies shall obtain be third party beneficiaries of this Section 6.8, each of whom may enforce the provisions of this Section 6.8). (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 each such case, proper provision shall be made so that the successors and assigns of Parent or the Surviving Corporation, as much comparable insurance as can be obtained for an annual premium equal to such maximum amountthe case may be, shall assume the obligations set forth in this Section 6.8.

Indemnification and Insurance. 5.11.1 The Company shall indemnify and hold harmless, (a) From and after the Effective Time Time, Parent shall, or shall cause the Surviving Corporation shall indemnify to, (i) indemnify, defend and hold harmless, harmless each present current and former employeedirector, agent, director or and officer of the Company or any of its Subsidiaries (each, an “Indemnitee” and, collectively, the “Indemnitees”) against all claims, liabilities, losses, damages, judgments, fines, penalties, costs (including amounts paid in settlement or compromise) and its subsidiaries expenses (the "Indemnified Parties"including reasonable and documented fees and expenses of legal counsel) from and against in connection with any and all claims actual or threatened claim, suit, action, proceeding or investigation (whether civil, criminal, administrative or investigative) (each, a “Claim”), whenever asserted, arising out of of, relating to or in connection with activities, including without limitation, any action or omission relating to their position with the transactions contemplated by this Agreement, in such capacity, Company or on behalf of, its Subsidiaries occurring or alleged to have occurred before or at the request of Effective Time (including any Claim relating in whole or in part to the Company, its subsidiaries Agreement or affiliatesthe Transactions), to the fullest extent permitted under Delaware law applicable Law and (subject to applicable limitations thereunderii) assume, honor and fulfill in addition, all respects all obligations of the Company and its Subsidiaries to the fullest extent Indemnitees in respect of limitation of liability, exculpation, indemnification and advancement of expenses as provided in their the Company Charter Documents and the respective charters or Bylaws (subject to applicable limitations thereunder) or any contract or other arrangement organizational documents of each of the Company’s Subsidiaries as currently in effect as of the date hereof. Without limiting the foregoing, at the date hereof which obligations shall survive the Merger and shall continue in full force and effect Effective Time for a period of not less than six (6) years from immediately following the Effective Time; provided, however, that if any claim or claims (a "Claim or Claims") are asserted or made within such six year period, all rights to indemnification in respect of any such Claim or Claims shall continue until disposition of any and all such Claims. Without limiting the foregoing, the CompanySurviving Corporation shall, or Parent shall cause the Surviving Corporation to, cause the certificate of incorporation and after the Effective Time by-laws of the Surviving Corporation, shall advance and the organizational documents of each Subsidiary of the Surviving Corporation, to include comparable provisions for limitation of liabilities of directors and officers, indemnification, advancement of expenses incurred with respect and exculpation of the Indemnitees no less favorable in the aggregate to the foregoingIndemnitees than as set forth in the Company Charter Documents or such Subsidiary’s organizational documents in effect on the date of this Agreement, which provisions shall not be amended, repealed or otherwise modified in a manner that would materially adversely affect the rights thereunder in the aggregate of the Indemnitees except as they are incurredrequired by applicable Law. (b) For a period of not less than six (6) years immediately following the Effective Time, to the extent required by the Company Charter Documents, applicable organizational documents of Subsidiaries of the Company or applicable indemnification agreements, Parent shall, or shall cause the Surviving Corporation to, pay and advance to an Indemnitee any expenses (including reasonable and documented fees and expenses of legal counsel) in connection with any Claim relating to any acts or omissions covered under this Section 6.8 as and when incurred to the fullest extent permitted under applicable lawLaw, such payment or advance to be made within thirty (30) days after receipt by Parent of a written request therefor; provided that the person on whose behalf the to whom expenses are advanced provides and undertakes (which need not be secured) an undertaking to repay such expenses (but only to the extent required by applicable Law, the Company Charter Documents, applicable organizational documents of Subsidiaries of the Company or applicable indemnification agreements and which advances if it is ultimately determined that such person is not entitled and undertaking shall be unsecured and interest free). Any determination required to indemnificationbe made with respect to whether an Indemnitee’s conduct complies with an applicable standard under applicable Law, the Company Charter Documents, applicable organizational documents of Subsidiaries of the Company, or applicable indemnification agreements, as the case may be, shall be made by independent legal counsel selected by Parent. 5.11.2 The Surviving Corporation shall use its best efforts to cause to be maintained in effect for not less than (c) For a period of six (6) years from the Effective Time Time, the current Surviving Corporation shall, and Parent shall cause the Surviving Corporation to, maintain 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 maintained by the Company and its subsidiaries (provided that the Surviving Corporation may substitute therefor policies of at least the same coverage containing terms and conditions which are no less advantageous so long as no lapse in coverage occurs as a result of such substitution) Subsidiaries with respect to all mattersmatters arising on or before the Effective Time either through the Company’s existing insurance provider or another provider reasonably selected by Parent; provided, including the transactions contemplated herebyhowever, occurring prior to and including that, after the Effective Time; provided that, in the event that any Claim or Claims are asserted or made within such six-year period, such insurance shall be continued in respect of any such Claim or Claims until final disposition of any and all such Claims; provided further that the Surviving Corporation Parent shall not be required to pay annual premiums in excess of 200300% of the Company's total current last annual premiums premium paid by the Company prior to the date hereof in respect of the coverages required to be obtained pursuant hereto (which amounts are set forth, and identified by policy name, policy number and the amount of coverage and annual premium, on Section 6.8(c) of the Company Disclosure Letter), but in such case shall purchase as much coverage as reasonably practicable for such amount; and provided, further, that in lieu of the foregoing insurance and if coverage, the Company may purchase “tail” insurance coverage, at a cost no greater than the aggregate amount which the Surviving Corporation would be required to spend during the six—year period provided for in this Section 6.8(c), that provides coverage no materially less favorable in the aggregate than the coverage described above. (d) The provisions of this Section 6.8 are (i) intended to be for the benefit of, and shall be enforceable by, each Indemnitee, his or her heirs and his or her representatives and (ii) in addition to, and not in substitution for or limitation of, any other rights to indemnification or contribution that any such Person may have by Contract or otherwise. The obligations of Parent and the Surviving Corporation under this Section 6.8 shall not be terminated or modified in such a manner as to adversely affect the rights of any Indemnitee to whom this Section 6.8 applies unless (A) such termination or modification is unable to obtain the insurance required by applicable Law or (B) the affected Indemnitee shall have consented in writing to such termination or modification (it being expressly agreed that the Indemnitees to whom this Section 5.11 it 6.8 applies shall obtain as much comparable insurance as can be obtained for an annual premium equal third party beneficiaries of this Section 6.8). (e) In the event that Parent, the Surviving Corporation 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 any Person, then, and in each such maximum amountcase, proper provision shall be made so that the successors and assigns of Parent and the Surviving Corporation shall assume all of the obligations thereof set forth in this Section 6.8.

Indemnification and Insurance. 5.11.1 The (a) From and after the Effective Time, the Surviving Company shall indemnify and hold harmless, and after the Effective Time the Surviving Corporation shall indemnify and hold harmless, harmless each present and former employee, agent, director or and officer of Acquiror, the Company and each of its subsidiaries (the "Indemnified Parties") from and Subsidiaries against any and all claims costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred in connection with any Action, whether civil, criminal, administrative or investigative, arising out of or in connection with activitiespertaining to matters existing or occurring at or prior to the Effective Time, including without limitationwhether asserted or claimed prior to, at or after the Effective Time, to the fullest extent that Acquiror, the transactions contemplated by Company or its Subsidiaries, as the case may be, would have been permitted under applicable Law and its certificate of incorporation, bylaws or other Governing Documents in effect on the date of this Agreement, in Agreement to indemnify such capacity, or on behalf of, or at Person (including the request advancing of the Company, its subsidiaries or affiliates, expenses as incurred to the fullest extent permitted under Delaware law applicable Law). Without limiting the foregoing, the Surviving Company shall (subject to applicable limitations thereunderi) and in addition, to the fullest extent provided in their respective charters or Bylaws (subject to applicable limitations thereunder) or any contract or other arrangement in effect at the date hereof which obligations shall survive the Merger and shall continue in full force and effect maintain for a period of not less than six (6) years from the Effective Time provisions in its certificate of incorporation (if applicable), bylaws and other Governing 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 certificates of incorporation (if applicable), bylaws, memorandum and articles of association and other 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 Law. The Surviving Company shall assume, and be liable for and honor each of the covenants in this Section 7.01. (b) For a period of six (6) years from the Effective Time, the Surviving Company shall maintain in effect directors’ and officers’ liability insurance covering (i) 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 agents or representatives) and (ii) those Persons who are currently covered by the Acquiror’s directors’ and officers’ liability insurance policies (true, correct and complete copies of which have been heretofore made available to the Company or its agents or representatives), in each case, on terms not less favorable than the better of (A) the terms of the current directors’ and officers’ liability insurance policies in place for the Company’s and its Subsidiaries’ directors and officers, (B) the terms of the current directors’ and officers’ liability insurance policies in place for the Acquiror’s directors and officers, and (C) the terms of a typical directors’ and officers’ liability insurance policy for a company whose equity is listed on NYSE which policy has a scope and amount of coverage that is reasonably appropriate for a company of similar characteristics (including the line of business and revenues) as the Surviving Company (including the Company and its Subsidiaries); provided, that in no event shall the Surviving Company be required to pay an annual premium for such insurance in excess of the greater of 300% of the aggregate annual premium payable by the Company and its Subsidiaries or Acquiror for such applicable insurance policy for the year ended December 31, 2020; provided, however, that (i) the Surviving Company 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 or claims (a "Claim or Claims") are asserted or made within such six year period, all rights to indemnification in respect of any such Claim or Claims shall continue until disposition of any and all such Claims. Without limiting the foregoing, the Company, and after the Effective Time the Surviving Corporation, shall advance expenses incurred with respect to the foregoing, as they are incurred, to the fullest extent permitted under applicable law, provided that the person on whose behalf the expenses are advanced provides and undertakes (which need not be secured) to repay such advances if it is ultimately determined that such person is not entitled to indemnification. 5.11.2 The Surviving Corporation shall use its best efforts to cause to be maintained in effect for not less than six years from the Effective Time the current policies of directors, and officers, liability insurance maintained by the Company and its subsidiaries (provided that the Surviving Corporation may substitute therefor policies of at least the same coverage containing terms and conditions which are no less advantageous so long as no lapse in coverage occurs as a result of such substitution) with respect to all matters, including the transactions contemplated hereby, occurring prior to and including the Effective Time; provided that, in the event that any Claim or Claims are asserted or made within such six-year period, such any insurance required to be maintained under this Section 7.01 shall be continued in respect of any such Claim or Claims claim until the final disposition thereof. (c) Notwithstanding anything contained in this Agreement to the contrary, this Section 7.01 shall survive the consummation of any the Merger indefinitely and shall be binding on the Surviving Company and all such Claims; provided further successors and assigns of the Surviving Company. In the event that the Surviving Corporation Company or any of its successors or assigns consolidates with or merges into any other Person and shall not be required 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 pay annual premiums in excess of 200% any Person, then the Surviving Company shall ensure that proper provision shall be made so that the successors and assigns of the Company's total current annual premiums for such insurance and if Surviving Company shall succeed to the obligations set forth in this Section 7.01. The obligations of the Surviving Corporation is unable to obtain the insurance required by Company under this Section 5.11 it 7.01 shall obtain not be terminated or modified in such a manner as much comparable insurance as can be obtained for an annual premium equal to such maximum amountmaterially and adversely affect any present or former director or officer of Acquiror, the Company or each of its Subsidiaries to whom this Section 7.01 applies without the consent of the affected Person.

Indemnification and Insurance. 5.11.1 The Company (a) From and after the Effective Time, SPAC agrees that it shall indemnify and hold harmless, and after the Effective Time the Surviving Corporation shall indemnify and hold harmless, harmless each present and former employee, agent, director or and officer of the Company SPAC and each of its subsidiaries Subsidiaries (the "“SPAC Indemnified Parties"”) from and against any and all claims costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred in connection with any Action, whether civil, criminal, administrative or investigative, arising out of or pertaining to matters existing or occurring at or prior to the Effective Time, whether asserted or claimed prior to, at or after the Effective Time, to the fullest extent that SPAC and Merger Sub would have been permitted under applicable Law and their respective Governing Documents in connection with activities, effect on the date of this Agreement to indemnify such SPAC Indemnified Parties (including without limitation, the transactions contemplated by this Agreement, in such capacity, or on behalf of, or at the request advancing of the Company, its subsidiaries or affiliates, expenses as incurred to the fullest extent permitted under Delaware law (subject to applicable limitations thereunder) and in additionLaw). Without limiting the foregoing, to the fullest extent provided in their respective charters or Bylaws (subject to applicable limitations thereunder) or any contract or other arrangement in effect at the date hereof which obligations shall survive the Merger SPAC shall, and shall continue in full force and effect cause its Subsidiaries to (i) maintain for a period of not less than six (6) years from the Effective Time; providedTime 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, howeverdirectors, employees, and agents that are no less favorable to those Persons than the provisions of the Governing Documents of the SPAC 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. SPAC shall assume, and be liable for, each of the covenants in this Section 6.13. (b) Prior to or at the Closing, SPAC shall obtain and maintain in effect a “tail” insurance policy for a period of six (6) years from the Effective Time 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 Company or its Representatives) that provides coverage for up to a six (6)-year period from and after the Closing for events occurring prior to the Closing (the “D&O Tail”) on terms not materially less favorable to the terms of the current insurance coverage maintained by SPAC or, if substantially equivalent insurance coverage is unavailable, the best available coverage. If any claim or claims (a "Claim or Claims") are is asserted or made within such six (6) year period, all rights to indemnification in respect of any such Claim or Claims shall continue until disposition of any and all such Claims. Without limiting the foregoing, the Company, and after the Effective Time the Surviving Corporation, shall advance expenses incurred with respect to the foregoing, as they are incurred, to the fullest extent permitted under applicable law, provided that the person on whose behalf the expenses are advanced provides and undertakes (which need not be secured) to repay such advances if it is ultimately determined that such person is not entitled to indemnification. 5.11.2 The Surviving Corporation shall use its best efforts to cause insurance required to be maintained in effect for not less than six years from the Effective Time the current policies of directors, and officers, liability insurance maintained by the Company and its subsidiaries (provided that the Surviving Corporation may substitute therefor policies of at least the same coverage containing terms and conditions which are no less advantageous so long as no lapse in coverage occurs as a result of such substitution) with respect to all matters, including the transactions contemplated hereby, occurring prior to and including the Effective Time; provided that, in the event that any Claim or Claims are asserted or made within such six-year period, such insurance under this Section 6.13 shall be continued in respect of any such Claim or Claims 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 SPAC’s Governing Documents, any other indemnification arrangement or applicable Law. The provisions of this Section 6.13 shall survive the Closing 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 6.13. (d) Notwithstanding anything contained in this Agreement to the contrary, this Section 6.13 shall survive the consummation of the Merger and shall be binding, jointly and severally, on SPAC and all such Claims; provided further successors and assigns of SPAC. In the event that the Surviving Corporation SPAC or any of its successors or assigns consolidates with or merges into any other Person and shall not be required 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 pay annual premiums any Person, then, and in excess each such case, SPAC shall ensure that proper provision shall be made so that the successors and assigns of 200% SPAC shall succeed to the obligations set forth in this Section 6.13. (e) On the Closing Date, Domesticated SPAC shall enter into customary indemnification agreements reasonably satisfactory to each of the Company's total current annual premiums for such insurance Company and if SPAC with the Surviving Corporation is unable post-Closing directors and officers of Domesticated SPAC, which indemnification agreements shall continue to obtain be effective following the insurance required by this Section 5.11 it shall obtain as much comparable insurance as can be obtained for an annual premium equal to such maximum amountClosing.

Indemnification and Insurance. 5.11.1 (a) The Company and TER Holdings shall indemnify jointly and severally indemnify, defend and hold harmless, and after the Effective Time the Surviving Corporation shall indemnify and hold harmless, each present and former employee, agent, director or officer of the Company and its subsidiaries (the "Indemnified Parties") from and against any and all claims arising out of or in connection with activities, including without limitation, the transactions contemplated by this Agreement, in such capacity, or on behalf of, or at the request of the Company, its subsidiaries or affiliatesharmless Xx. Xxxxx, to the fullest extent permitted under or required by the laws of the State of Delaware law (subject to applicable limitations thereunder) and in addition, to the fullest extent provided in their respective charters or Bylaws (subject to applicable limitations thereunder) or any contract or other arrangement in effect at on the date hereof or as such laws may from time to time hereafter be amended to increase the scope of such permitted indemnification, against any and all Indemnifiable Claims and Indemnifiable Losses. Each of the Company and TER Holdings acknowledges that the foregoing obligation may be broader than that now or hereafter provided by applicable law and/or its respective certificate of incorporation, bylaws, partnership agreement or other similar documents, and each of the Company and TER Holdings hereby intends that such obligation be interpreted consistently with this Section 4.4. (b) Xx. Xxxxx shall have the right to advancement by the Company and/or TER Holdings prior to the final disposition of any Indemnifiable Claim of any and all actual and reasonable costs and expenses (including, without limitation, any court costs and any reasonable legal, expert and consultant fees and expenses) incurred in connection with defending any actions relating to, arising out of or resulting from any Indemnifiable Claim paid or incurred by Xx. Xxxxx, which advancements shall be promptly repaid by Xx. Xxxxx if a court of competent jurisdiction finally determines that Xx. Xxxxx is not entitled to indemnification hereunder. Without limiting the generality or effect of the foregoing, within five business days after any request by Xx. Xxxxx that is accompanied by reasonable supporting documentation for any such expenses to be reimbursed or advanced, the Company and/or TER Holdings shall, in accordance with such request (but without duplication), (i) pay such expenses on behalf of Xx. Xxxxx, (ii) advance to Xx. Xxxxx funds in an amount sufficient to pay such expenses, or (iii) reimburse Xx. Xxxxx for such expenses. For the avoidance of doubt, the Company’s and TER Holdings’ obligations under this Section 4.4(b) shall survive the Merger be joint and several. (c) The Company shall continue to maintain in full force and effect director and officer liability insurance for a period the benefit of not less than six years from the Effective Time; provided, however, that if any claim or claims (a "Claim or Claims") are asserted or made within such six year period, all rights to indemnification in respect of any such Claim or Claims shall continue until disposition of any and all such ClaimsXx. Xxxxx consistent with its current practices. Without limiting expanding the foregoingobligations of the Company under the immediately preceding sentence, the Company, and provisions of this Section 4.4(c) shall survive the expiration or termination of this Agreement for any reason for 10 years after the Effective Time the Surviving Corporation, shall advance expenses incurred with respect to the foregoing, such expiration or termination or such longer period as they are incurred, to the fullest extent permitted under applicable law, provided that the person on whose behalf the expenses are advanced provides and undertakes (which need not be secured) to repay such advances if it is ultimately determined that such person is not entitled to indemnification. 5.11.2 The Surviving Corporation shall use its best efforts to cause to be maintained in effect for not less than six years from the Effective Time the current policies of directors, and officers, liability insurance maintained by the Company and its subsidiaries (provided that the Surviving Corporation may substitute therefor policies of at least the same coverage containing terms and conditions which are no less advantageous so long as no lapse in coverage occurs as a result of such substitution) with respect to all matters, including the transactions contemplated hereby, occurring prior to and including the Effective Time; provided that, in the event that any Claim or Claims are asserted or made within such six-year period, maintains such insurance shall be continued in respect from time to time for the benefit of any such Claim or Claims until final disposition of any and all such Claims; provided further that the Surviving Corporation shall not be required to pay annual premiums in excess of 200% of the Company's total current annual premiums for such insurance and if the Surviving Corporation is unable to obtain the insurance required by this Section 5.11 it shall obtain as much comparable insurance as can be obtained for an annual premium equal to such maximum amountits former directors.

Indemnification and Insurance. 5.11.1 The Company (a) From and after the Effective Time, Acquiror agrees that it shall indemnify and hold harmless, and after the Effective Time the Surviving Corporation shall indemnify and hold harmless, harmless each present and former employeedirector, agent, director or officer and employee of the (x) Company and each of its subsidiaries Subsidiaries (in each case, solely to the extent acting in their capacity as such) (the "“Company Indemnified Parties"”) from and (y) Acquiror and each of its Subsidiaries (the “Acquiror Indemnified Parties” together with the Company Indemnified Parties, the “D&O Indemnified Parties”) against any and all claims costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred in connection with any Legal Proceeding, whether civil, criminal, administrative or investigative, arising out of or in connection with activitiespertaining to matters existing or occurring at or prior to the Effective Time, including without limitationwhether asserted or claimed prior to, at or after the transactions contemplated by this AgreementEffective Time, in such capacity, or on behalf of, or at to the request of fullest extent that the Company, Acquiror or their respective Subsidiaries, as the case may be, would have been permitted under applicable Law and its subsidiaries respective certificate of incorporation, certificate of formation, bylaws, limited liability company agreement or affiliates, other organizational documents or indemnification agreements 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 Delaware law (subject to applicable limitations thereunder) and in additionLaw). Without limiting the foregoing, to the fullest extent provided in their respective charters or Bylaws (subject to applicable limitations thereunder) or any contract or other arrangement in effect at the date hereof which obligations shall survive the Merger Acquiror shall, and shall continue in full force and effect cause its Subsidiaries to (i) maintain for a period of not less than six years from the Effective Time; provided, however, that if any claim or claims (a "Claim or Claims"6) are asserted or made within such six year period, all rights to indemnification in respect of any such Claim or Claims shall continue until disposition of any and all such Claims. Without limiting the foregoing, the Company, and after the Effective Time the Surviving Corporation, shall advance expenses incurred with respect to the foregoing, as they are incurred, to the fullest extent permitted under applicable law, provided that the person on whose behalf the expenses are advanced provides and undertakes (which need not be secured) to repay such advances if it is ultimately determined that such person is not entitled to indemnification. 5.11.2 The Surviving Corporation shall use its best efforts to cause to be maintained in effect for not less than six years from the Effective Time provisions in its Governing Documents concerning the indemnification and exoneration (including provisions relating to expense advancement) of Acquiror’s and its Subsidiaries’ former and current policies of officers, directors, employees, and officers, liability insurance maintained by the Company and its subsidiaries (provided agents that the Surviving Corporation may substitute therefor policies of at least the same coverage containing terms and conditions which are no less advantageous so long favorable to those Persons than the provisions of the Governing Documents of the Company, Acquiror or their respective Subsidiaries, as no 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. Acquiror shall assume, and be liable for, each of the covenants in this Section 7.7. (b) The Company shall purchase, at or prior to the Closing, and both Acquiror and the Company shall maintain, or cause to be maintained, in effect for a period of six (6) years immediately following the Effective Time, without any lapse in coverage, prepaid and noncancelable “tail” insurance providing directors’ and officers’ liability insurance coverage occurs as a result for the benefit of such substitution) the directors and officers of Acquiror (the “Acquiror D&O Tail Insurance”). The Acquiror D&O Tail Insurance shall provide coverage on terms (with respect to all mattersscope of coverage, including limits and retentions) that are substantially the transactions contemplated hereby, occurring prior to same as (and including the Effective Time; provided that, no less favorable in the event that any Claim or Claims are asserted or made within such six-year periodaggregate to the Persons covered thereby) the coverage provided under Acquiror’s current directors’ and officers’ liability insurance policies as of the date of this Agreement; provided, such insurance shall be continued in respect of any such Claim or Claims until final disposition of any and all such Claims; provided further that the Surviving Corporation Company shall not be required to pay annual premiums an aggregate premium for the Acquiror D&O Tail Insurance in excess of (i) two hundred percent (200% %) of the Company's total annual premium paid for the Acquiror’s current directors’ and officers’ liability insurance policies as of the date of this Agreement if Closing occurs prior to August 5, 2021 or (ii) two hundred fifty percent (250%) of the annual premiums premium paid for such the Acquiror’s current directors’ and officers’ liability insurance and policies as of the date of this Agreement if Closing occurs on or after August 5, 2021 (the “Acquiror Maximum Amount”); provided, further, that if the Surviving Corporation premium for the Acquiror D&O Tail Insurance would exceed the Acquiror Maximum Amount or such coverage is unable not otherwise available, then the Company shall purchase the maximum coverage available for the Acquiror Maximum Amount. (c) The Company shall purchase and maintain, at its cost and expense, and Acquiror shall cause the Company to obtain purchase and maintain, in effect for a period of six (6) years immediately following the Effective Time, without any lapse in coverage, directors’ and officers’ liability insurance coverage with respect to claims arising from acts, omissions, facts or events that occurred at or before the Effective Time, for the benefit of Persons covered by such policies currently maintained by the Company as of the date of this Agreement (the “Company D&O Insurance”). The Company D&O Insurance shall provide coverage on terms (with respect to scope of coverage, limits and retentions) that are substantially the same as (and not less favorable in the aggregate to the Persons covered thereby) the coverage provided under the Company’s current directors’ and officers’ liability insurance policies as of the date of this Agreement; provided, that the Company shall not be required by to pay for any annual period of the Company D&O Insurance an aggregate premium in excess of three hundred fifty (350%) of the aggregate premium paid for the Company’s current directors’ and officers’ liability insurance policies as of the date of this Agreement (the “Company Maximum Amount”); provided, further, that if the premium for the Company D&O Insurance would at any time exceed the Company Maximum Amount or such coverage is not otherwise available, then the Company shall purchase and maintain, and Acquiror shall cause the Company to purchase and maintain, the maximum coverage available for the Company Maximum Amount. In lieu of the obligations previously set forth in this Section 5.11 it shall obtain as much comparable 7.7(c), the Company may, in its sole discretion, purchase at or prior to the Effective Time six (6)-year prepaid and noncancelable “tail” insurance as can be obtained for the Company’s existing directors’ and officers’ insurance policies providing equivalent coverage to that described in this Section 7.7(c) for an annual aggregate premium equal not to exceed the Company Maximum Amount, in which event the Company shall maintain, and the Acquiror shall cause the Company to maintain, in effect for a period of six (6) years following the Effective Time, without any lapse in coverage, such maximum amount“tail” insurance. (d) Notwithstanding anything contained in this Agreement to the contrary, this Section 7.7 shall survive the consummation of the Merger indefinitely and shall be binding, jointly and severally, on Acquiror and all successors and assigns of Acquiror. In the event that Acquiror 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, Acquiror shall ensure that proper provision shall be made so that the successors and assigns of Acquiror shall succeed to the obligations set forth in this Section 7.7. (e) On the Closing Date, Acquiror shall enter into customary indemnification agreements reasonably satisfactory to each of the Company and Acquiror with the post-Closing directors and officers of Acquiror, which indemnification agreements shall continue to be effective following the Closing.