Common use of Indemnification and Insurance Clause in Contracts

Indemnification and Insurance. (a) The Certificate of Incorporation and Bylaws of the Surviving Corporation shall contain provisions no less favorable with respect to indemnification than those set forth in the Certificate of Incorporation and Bylaws of the Company, which provisions shall not be amended, repealed or otherwise modified for a period of seven (7) years from the Effective Time in any manner that would adversely affect the rights thereunder of individuals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 current or former director or officer of the Company (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, or under Delaware Law or any other Applicable Law or under any agreement of any Indemnified Person with the Company or any of its Subsidiaries. These rights shall survive consummation of the Mergers and are intended to benefit, and shall be enforceable by, each Indemnified Person.

Indemnification and Insurance. (a) The Certificate of Incorporation and Bylaws of the Surviving Corporation shall contain provisions no less favorable with respect Purchaser agrees that all rights to indemnification than those set forth by the Company now existing in favor of each person who is now, or has been at any time prior to the Certificate of Incorporation and Bylaws of the Company, which provisions shall not be amended, repealed date hereof or otherwise modified for a period of seven (7) years from who becomes prior to the Effective Time an officer or director of the Company 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 Company’s certificate of incorporation or bylaws, in each case as in effect on the date of this Agreement, or pursuant to any manner that would adversely affect other agreements in effect on the rights thereunder date hereof, copies of individuals whowhich have been made available to Purchaser, including provisions relating to the advancement of expenses incurred in the defense of any action or suit, shall survive the Transactions and shall 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 were directors(including in respect of this Agreement), officers and shall reimburse each Indemnified Party for any legal or employees other expenses reasonably incurred by such Indemnified Party in connection with investigating or defending any such losses, claims, damages, liabilities, fees, expenses, judgments and fines as such expenses are incurred; provided that nothing herein shall impair any rights to indemnification of the Company, unless such modifications shall be required by Applicable Lawany Indemnified Party referred to in clause (a) above. (bc) For a period of seven (7) years following Purchaser acknowledges and agrees that the Effective Time, Parent Company shall maintain the Company’s officers’ and directors’ liability insurance policies, in respect of acts or omissions occurring prior to the Effective Time covering those persons who are currently covered effect on the date of this Agreement by (the Company’s directors’ and officers’ liability insurance policy “D&O Insurance”), for a period of not less than six years after the Effective Time, but only to the extent related to actions or who becomes covered omissions prior to the Effective Time on Time; provided that (i) the Company may substitute therefor policies of at least the same coverage and amounts containing terms no less advantageous to directors or officers and (ii) such substitution shall not result in gaps or lapses of coverage with respect to coverage and amount no less favorable than those in matters occurring prior to the current directors’ and officers’ liability insurance policy maintained by the Company and in effect on the date hereofEffective Time; provided, thatfurther, that in satisfying its obligation under this Section 6.10(b), Parent no event shall not be obligated to pay the Company expend more than 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 equal to its 300% of 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 premiums paid by the Company for such insuranceinsurance (the “Maximum Amount”) to maintain or procure insurance coverage pursuant hereto; and provided, further, that if the amount of the annual premiums necessary to maintain or procure such insurance coverage exceeds the Maximum Amount, the Company shall procure and maintain for such six-year period as much coverage as reasonably practicable for the Maximum Amount. Purchaser acknowledges and agrees that the Company shall have the right to cause coverage to be extended under the D&O Insurance by obtaining a six-year “tail” policy on terms and conditions no less advantageous than the D&O Insurance, and such “tail” policy shall satisfy the provisions of this Section 5.7(c). (cd) The rights of each current or former director or officer obligations of the Company (each an “Indemnified Person”) under this Section 6.10 5.7 shall survive the consummation of the Transactions and shall not be terminated or modified in such a manner as to adversely affect any Indemnified Party to whom this Section 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 be in addition to any rights such Person third party beneficiaries of this Section 5.7, each of whom may have under enforce the Certificate provisions of Incorporation or Bylaws 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 Subsidiariesproperties and assets to any Person, then, and in each such case, proper provision shall be made so that the successors and assigns of or under Delaware Law or any other Applicable Law or under any agreement of any Indemnified Person with the Company or any of its Subsidiaries. These rights shall survive consummation of assume the Mergers and are intended to benefit, and shall be enforceable by, each Indemnified Personobligations set forth in this Section 5.7.

Indemnification and Insurance. (a) The Surviving Corporation shall, for six years from and after the Effective 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 Bylaws 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 shall contain provisions no less favorable with respect to indemnification than those set forth in the Certificate of Incorporation and Bylaws of the Company, which such provisions shall not be amended, repealed or otherwise modified for a during such period of seven (7) years from the Effective Time in any manner that would adversely affect the rights thereunder of the individuals whowho 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 the Company agree that the indemnification and 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 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 "Covered Parties") by the Company'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 prior to the Effective Time were directorsTime; provided, officers or employees however, in the event the annual premium for such coverage exceeds an amount equal to 225% of the last annual premium paid immediately prior to the date hereof by the Company for such coverage, the Surviving Corporation shall obtain as much comparable insurance as possible for an annual premium equal to 225% of the last annual premium paid immediately prior to the date hereof by the Company, unless such modifications . The provisions of the immediately preceding sentence shall be required deemed to have been satisfied if prepaid policies have been obtained by Applicable Law. (b) For a the Company prior to the Closing for purposes of this Section 6.05, which policies provide such directors and officers with coverage for an aggregate period of seven (7) six years following with respect to claims arising from facts or events that occurred on or before the Effective Time, Parent shall maintain officers’ and directors’ liability insurance including, without limitation, in respect of acts 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 omissions occurring 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 covering those persons who are currently covered on the date in performance of this Agreement by the Company’s directors’ and officers’ liability insurance policy their duties as directors 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 officers of 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 hereofany Subsidiary; provided, however, that the cost of any such policy need Surviving Corporation's obligations to the Indemnified Parties under this Section 6.05(c) shall not exceed two hundred fifty percent (250%) be effective until consummation of the annual premium currently paid by the Company for such insuranceMerger. (cd) The rights of each current In the event that any action, suit, proceeding or former director investigation relating thereto or officer of to the Company 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. (each an “Indemnified Person”e) Following the Effective Time Parent shall cause Merger Sub and the Surviving Corporation to perform their obligations 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, or under Delaware Law or any other Applicable Law or under any agreement of any Indemnified Person with the Company or any of its Subsidiaries. These rights shall survive consummation of the Mergers and are intended to benefit, and shall be enforceable by, each Indemnified Person6.05.

Indemnification and Insurance. (a) The Certificate From and after the Effective Time, solely to the extent that the Partnership or the Partnership GP or any applicable Subsidiary thereof would be permitted to indemnify an Indemnified Person immediately prior to the Effective Time, the Surviving Entity and the Partnership GP jointly and severally agree to (i) indemnify, defend and hold harmless against any cost or expenses (including attorneys’ fees), judgments, settlements, fines and other sanctions, losses, claims, damages or liabilities and amounts paid in settlement in connection with any actual or threatened Proceeding, and provide advancement of Incorporation expenses with respect to each of the foregoing to, all Indemnified Persons to the fullest extent permitted under applicable Law and Bylaws (ii) honor the provisions regarding elimination of liability of officers and directors, indemnification of officers, directors and employees and advancement of expenses contained in the Organizational Documents of the Partnership and the Partnership GP immediately prior to the Effective Time and ensure that the Organizational Documents of the Surviving Corporation shall 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 indemnification, advancement of expenses and exculpation of present and former directors, officers, employees and agents of the Partnership and the Partnership GP than those are presently set forth in the Certificate such Organizational Documents. Any right of Incorporation and Bylaws of the Company, which provisions an Indemnified Person pursuant to this Section 6.7(a) shall not be amended, repealed repealed, terminated or otherwise modified for at any time in a period of seven (7) years from the Effective Time in any manner that would adversely affect the rights thereunder of individuals whosuch Indemnified Person as provided herein, at or prior to the Effective Time were directors, officers or employees of the Company, unless such modifications and shall be required enforceable by Applicable Lawsuch Indemnified Person and their respective heirs and representatives against the Surviving Entity and the Partnership GP and their respective successors and assigns. (b) For a period of seven (7) years following the Effective Time, Parent The Surviving Entity shall maintain officers’ and directors’ liability insurance in respect of acts or omissions occurring prior to effect for six years from the Effective Time covering those persons who are currently covered on the date of this Agreement by the CompanyPartnership’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 policies covering acts or omissions occurring at or prior to 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 Effective Time with respect to its current directors’ Indemnified Persons (provided that the Surviving Entity may substitute therefor policies with reputable carriers of at least the same coverage containing terms 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 conditions that are no less favorable than those in to the current directors’ and officers’ liability insurance policy maintained by the Company and in effect on the date hereofIndemnified Persons); provided, however, that in no event shall the cost Surviving Entity be required to expend pursuant to this Section 6.7(b) more than an amount per year equal to 300% of any such policy need not exceed two hundred fifty percent (250%) of the current annual premium currently premiums paid by the Company Partnership for such insuranceinsurance (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 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 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 each current or former director or officer of the Company (each an “any Indemnified Person”) Person under this Section 6.10 6.7 shall be in addition to any other rights such Indemnified Person may have under the Certificate of Incorporation or Bylaws Organizational Documents of the Company Partnership and the Partnership GP or any indemnification agreements. The provisions of this Section 6.7 shall survive the consummation of the transactions contemplated hereby for a period of six years and are expressly intended to benefit each of the Indemnified Persons and their respective heirs and representatives; provided, however, that in the event that any claim or claims for indemnification or advancement set forth in this Section 6.7 are asserted or made within such six-year period, all rights to indemnification and advancement in respect of any such claim or claims shall continue until disposition of all such claims. If the Surviving Entity and/or the Partnership GP, or any of its Subsidiariestheir respective successors or assigns (i) consolidates with or merges into any other Person, or under Delaware Law (ii) transfers or conveys all or substantially all of their businesses or assets to any other Applicable Law or under any agreement of any Indemnified Person with Person, then, in each such case, to the Company or any of its Subsidiaries. These rights extent necessary, a proper provision shall survive consummation be made so that the successors and assigns of the Mergers Surviving Entity or the Partnership GP shall assume the obligations of the Surviving Entity and are intended to benefit, and shall be enforceable by, each Indemnified Personthe Partnership GP set forth in this Section 6.7.

Indemnification and Insurance. (a) The Certificate of Incorporation For six years after the Effective Time, Holdco shall indemnify and Bylaws hold harmless and advance expenses to, to the greatest extent permitted by law as of the Surviving Corporation shall contain provisions no less favorable with respect to indemnification than those set forth in date of this Agreement, the Certificate of Incorporation and Bylaws 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, who at or prior to the Effective Time were directorsofficers and directors of Hanover, officers Universal or employees their respective Subsidiaries with respect to all acts or omissions by them in their capacities as such or taken at the request of Hanover, Universal or any of their respective Subsidiaries at any time prior to the Effective Time. Holdco will honor all indemnification agreements, expense advancement and exculpation provisions with the indemnitees identified in the preceding sentence (including under Hanover’s or Universal’s certificate of incorporation or by-laws) in effect as of the Company, unless date hereof in accordance with the terms thereof. Each of Universal and Hanover has disclosed to the other party all such modifications shall be required by Applicable Lawindemnification agreements prior to the date hereof. (b) For a period of seven (7) six years following after the Effective Time, Parent Holdco shall maintain cause to be maintained officers’ and directors’ liability insurance in respect covering all officers and directors of acts Hanover and Universal who are, or omissions occurring at any time prior to the Effective Time covering those were, covered by Hanover’s or Universal’s existing officers’ and directors’ liability insurance policies on terms substantially no less advantageous to such persons who are currently covered on than such existing insurance, provided that Holdco shall not be required to pay annual premiums in excess of 200% of the last annual premium paid by Hanover or Universal, as applicable, prior to the date of this Agreement by (the Company’s directors’ amount of which premium is set forth in Section 7.13 of each the Hanover Disclosure Letter 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(bUniversal Disclosure Letter), Parent but in such case 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 as much 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 as reasonably practicable for such insuranceamount. (c) The rights of each current or former director or officer of the Company (each an “Indemnified Person”person identified in Section 7.13(a) under this Section 6.10 shall be in addition to any other rights such Person person may have under the Certificate certificate of Incorporation incorporation or Bylaws bylaws of the Company Hanover or any of its Subsidiaries, or under Delaware Law or any other Applicable Law or under any agreement otherwise. The provisions of any Indemnified Person with the Company or any of its Subsidiaries. These rights this Section 7.13 shall survive the consummation of the Mergers and expressly are intended to benefit, 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 enforceable bythe continuing or surviving corporation or entity in such consolidation or merger or (ii) transfers all or substantially all of its properties and assets to any person, each Indemnified Personthen 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. (a) The Certificate of Incorporation From and Bylaws after the First Effective Time, Acquiror agrees that it shall indemnify and hold harmless each present and former director, manager and officer of the Surviving Corporation shall contain provisions no less favorable Company and Acquiror and each of their respective Subsidiaries against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred in connection with respect any Action, whether civil, criminal, administrative or investigative, arising out of or pertaining to indemnification than those set forth in matters existing or occurring at or prior to the Certificate of Incorporation and Bylaws of First Effective Time, whether asserted or claimed prior to, at or after the First Effective Time, to the fullest extent that the Company, which provisions Acquiror or their respective Subsidiaries, as the case may be, would have been permitted under applicable Law and their respective Governing Documents in effect on the date of this Agreement to indemnify such Person (including the advancing of expenses as incurred to the fullest extent permitted under applicable Law). Without limiting the foregoing, Acquiror shall not be amended, repealed or otherwise modified cause the Surviving Entity and each of its Subsidiaries to (i) maintain for a period of seven (7) not less than six years from the First Effective Time 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 manner respect that would adversely affect the rights thereunder of individuals whothose Persons thereunder, at or prior to the Effective Time were directorsin each case, officers or employees of the Company, unless such modifications shall be except as required by Applicable Law. (b) For a period of seven (7) years following the Effective Time, Parent Acquiror shall maintain officers’ and directors’ liability insurance in respect of acts or omissions occurring prior use reasonable best efforts 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 cause coverage to the Effective Time on terms with respect to coverage and amount no less favorable than those in be extended under the current directors’ and officers’ liability insurance by obtaining a six-year “tail” policy maintained by containing terms not materially less favorable than the Company and in effect on terms of such current insurance coverage with respect to claims existing or occurring at or prior to the date hereofFirst Effective Time (a “D&O Tail”); provided, thathowever, that (i) if Acquiror is unable to obtain such D&O Tail, then 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 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 effect directors’ and officers’ liability insurance policycovering those Persons who are currently covered by Acquiror’s directors’ and officers’ liability insurance policies on terms not less favorable than the terms of such current insurance coverage and (ii) if any claim is asserted or made within such six-year period, which amount Company has disclosed any insurance required to Parent prior to the date hereof. Alternatively, in full satisfaction of its obligations be maintained under this Section 6.10(b)8.01 shall be continued in respect of such claim until the final disposition thereof. Notwithstanding the foregoing, Parent may 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 seven 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 (7true, correct and complete copies of which have been heretofore made available to Acquiror or its agents or Representatives) year prepaid (or “tail”) policy on terms with respect to coverage and amount no not less favorable than those in 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 policy 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 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 current or former director or officer of the Company (each an “Indemnified Person”) under this Section 6.10 8.01 shall be continued in addition respect of such claim until the final disposition thereof. Notwithstanding the foregoing, in no event shall Acquiror be required to any rights expend an annual premium for such Person may have under D&O Tail in excess of 500% of the Certificate of Incorporation or Bylaws of 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 Delaware Law 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 claims against the Indemnitee Affiliates for contribution, subrogation or any other Applicable Law or under any agreement recovery of any Indemnified Person with kind in respect thereof. (e) Notwithstanding anything contained in this Agreement to the Company or any of its Subsidiaries. These rights contrary, this Section 8.01 shall survive the consummation of the Mergers and are intended to benefit, indefinitely and shall be enforceable bybinding, 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 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 Indemnified Personsuch case, proper provision shall be made so that the successors and assigns of Acquiror or the Surviving Corporation or the Surviving Entity, as the case may be, shall succeed to the obligations set forth in this Section 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 of the First Effective Time and thereafter on terms that are consistent with market standards.

Indemnification and Insurance. (a) The 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, employees and agents of the Company or any of its Subsidiaries and any other Persons serving at the request of the Company in such capacity or any other capacity with another corporation, partnership, joint venture, trust or other enterprise (each an “Indemnified Person”) as provided in the Company’s Certificate of Incorporation and Bylaws or Bylaws, or the articles of organization, bylaws or similar constituent documents of any of the Surviving Corporation shall contain provisions no less favorable Company’s Subsidiaries, or under any agreement filed as an exhibit to a Company SEC Document filed at least two (2) Business Days prior to the date hereof or listed on Section 3.17 of the Disclosure Letter, as in effect as of the date hereof with respect to indemnification than those set forth matters occurring prior to or at the Effective Time shall survive the Merger and shall continue in the Certificate of Incorporation full force and Bylaws of the Company, which provisions shall not be amended, repealed or otherwise modified effect for a period of seven six (76) years from following the Effective Time in and until the final disposition of any manner that would adversely affect the rights thereunder of individuals whoaction, at suit or prior to the Effective Time were directors, officers or employees of the Company, unless proceeding commenced during such modifications shall be required by Applicable Lawperiod. (b) For a period of seven (7) years following From and after the Effective Time, Parent and the Surviving Corporation shall maintain officers’ and directors’ liability insurance 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 Time, policies of directors’ and officers’ liability insurance (which may take the form of an extended reporting period, endorsement or policy) covering those persons who are the Persons currently covered on by the Company’s existing directors’ and officers’ liability insurance policies in an amount and scope at least as favorable as the Company’s existing policies; provided, however, that the Surviving Corporation shall not be required to pay an annual premium for such policies in excess of 200% of the last annual premium paid by the Company prior to the date of this Agreement by (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 policies exceeds the Maximum Premium, then the Surviving Corporation shall obtain, and Parent shall cause the Surviving Corporation to obtain, as much directors’ and officers’ liability insurance coverage as can be obtained for the remainder of such six-year period for an annualized premium 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 policy or who becomes covered prior policies as of the date of this Agreement. Prior to the Effective Time 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 terms with respect to coverage and amount no less favorable than those in the current directors’ and officers’ liability insurance policy maintained by policies on terms and conditions no less advantageous than 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 policypolicies, 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, provided that the cost of any such policy need not exceed two hundred fifty percent (250%) of the annual premium currently amount paid by the Company for such insurance“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) The rights of each current or former director or officer of Notwithstanding anything herein to the Company (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 Subsidiariescontrary, or under Delaware Law or any other Applicable Law or under any agreement of if any Indemnified Person with notifies the Company Surviving Corporation on or any prior to the sixth anniversary of its Subsidiaries. These rights 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 Mergers Merger and are 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 Indemnified Personsuch 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. (a) The Certificate of Incorporation From and Bylaws after the Effective Time, Acquiror and the Surviving Company shall indemnify and hold harmless each present and former director and officer of the Company against any 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, the Existing Company LLCA and indemnification agreements in effect on the date of this Agreement to indemnify such Person (and advance expenses as incurred in defense of any Action to the fullest extent permitted under applicable Law). Without limiting the foregoing, Acquiror shall, and shall cause the Surviving Corporation shall contain provisions no less favorable with respect to indemnification than those set forth in the Certificate of Incorporation and Bylaws of the CompanyCompany to, which provisions shall not be amended, repealed or otherwise modified for a period of seven (7) not less than six years from the Effective Time 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 manner respect that would adversely affect the rights thereunder of individuals whothose Persons thereunder, at or prior 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 the Effective Time were directorshonor, officers or employees each of the Company, unless such modifications shall be required by Applicable Lawcovenants in this Section 7.02. (b) For a period of seven (7) six years following from the Effective Time, Parent Acquiror shall, or shall cause one or more of its Subsidiaries to, maintain officersin effect directors’ and directorsofficers’ liability insurance in respect of acts or omissions occurring prior to the Effective Time covering those persons Persons who are currently covered on the date of this Agreement by the Company’s directors’ and officers’ liability insurance policy policies (true, correct and complete copies of which have been heretofore made available to Acquiror or who becomes covered prior to the Effective Time its agents or Representatives) on terms with respect to coverage and amount no not less favorable than those in the terms provided to then-current directors and officers of the Acquiror; 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 maintained by 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, provided that the aggregate cost of such tail policy (together with any insurance purchased pursuant to Section 7.09) shall not exceed $450,000 without the prior written consent of the Company and in effect on the date hereofany such cost shall be deemed to be a Transaction Expense; providedand (ii) if any claim is asserted or made within such six-year period, that, in satisfying its obligation any insurance required to be maintained under this Section 6.10(b), Parent 7.02 shall not be obligated to pay an aggregate premium continued in excess respect of two hundred fifty percent (250%) of such claim until 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 insurancefinal disposition thereof. (c) This Section 7.02 shall survive the consummation of the Merger indefinitely and shall be binding, jointly and severally, on Acquiror and the Surviving Company and all successors and assigns of Acquiror and the Surviving 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 the continuing or surviving corporation or entity of such consolidation or merger or transfers or conveys all or substantially all of its properties and assets to any Person, then, and in each such case, Acquiror and the Surviving Company shall ensure that proper provision shall be made so that the successors and assigns of Acquiror or the Surviving Company, as the case may be, shall succeed to the obligations set forth in this Section 7.02. The rights obligations of each current 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 or and officer of the Company (each an “Indemnified Person”) under this Section 6.10 shall be in addition to any rights such Person may have under without the Certificate of Incorporation or Bylaws consent of the Company or any of its Subsidiaries, or under Delaware Law or any other Applicable Law or under any agreement of any Indemnified Person with the Company or any of its Subsidiaries. These rights shall survive consummation of the Mergers and are intended to benefit, and shall be enforceable by, each Indemnified affected Person.

Indemnification and Insurance. (a) The Certificate of Incorporation and Bylaws partnership agreement of the Surviving Corporation shall contain provisions no less favorable Entity shall, with respect to indemnification than those set forth in the Certificate of Incorporation directors and Bylaws of the Companyofficers, which provisions shall not be amended, repealed or otherwise modified for a period of seven (7) years from after the Effective Time in any manner that would adversely affect the rights thereunder of individuals who, the 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 were directors, officers or employees of (including the Company, unless such modifications shall be required transactions contemplated by Applicable Lawthis Agreement). (b) For a period of seven (7) six years following after the Effective Time, Parent 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 in respect covering each person who is immediately prior to the Effective Time, or has been at any time prior to the Effective Time, an officer or director of acts or omissions occurring any of the Xxxxxx Group Entities and each person who immediately 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 is serving or who becomes covered prior to the Effective Time has served at the request of any of the Xxxxxx Group Entities as a director, officer, trustee or fiduciary 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 Effective Time were covered by the existing officers’ and directors’ liability insurance applicable to the 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 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; providedacts or omissions, thator alleged acts or omissions, 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. AlternativelyEffective Time (whether claims, in full satisfaction of its obligations under this Section 6.10(bactions or other proceedings relating thereto are commenced, asserted or claimed before or after the Effective Time), 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 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 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 (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 current or former director or officer of the Company (each an “Xxxxxx D&O Indemnified Person”) under this Section 6.10 Party hereunder shall be in addition to any other rights such Person Xxxxxx D&O Indemnified Party may have under the Certificate governing documents of Incorporation any Xxxxxx Group Entity under applicable Delaware Law or Bylaws otherwise. The provisions of this Section 5.9 shall survive the consummation of the Company Merger and expressly are intended to benefit each of the Xxxxxx D&O Indemnified Parties. (e) In the event Parent, Partnership GP or any of its Subsidiaries, their respective successors or under Delaware Law assigns (i) consolidates with or merges into any other Applicable Law person and shall not be the continuing or under any agreement of any Indemnified Person with the Company surviving entity in such consolidation or any merger or (ii) transfers all or substantially all of its Subsidiaries. These rights properties and assets to any person, then and in either such case, Parent or Partnership GP, as the case may be, shall survive consummation of cause proper provision to be made so that its successors or assigns shall assume the Mergers and are intended to benefit, and shall be enforceable by, each Indemnified Personobligations set forth in this Section 5.9.

Indemnification and Insurance. (a) The Certificate of Incorporation and Bylaws of the Surviving Corporation shall contain provisions no less favorable with respect to indemnification than those set forth in the Certificate of Incorporation and Bylaws of the Company, which provisions shall not be amended, repealed or otherwise modified PCBC agrees that for a period of seven (7) six years from after the Effective Time in any manner that would adversely affect Time, it will indemnify and hold harmless each person entitled to indemnification from PCCI or the rights thereunder Bank, against all liabilities arising out of individuals who, actions or omissions occurring at or prior to the Effective Time were (including, without limitation, the transactions contemplated by this Agreement) to the same extent and subject to the conditions set forth in the respective Certificate of Incorporation or Association of Incorporation and Bylaws of PCCI and the Bank and any indemnification agreements entered into by PCCI or the Bank prior to the 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 Companyindemnification rights provided for in Section 6.16(a) above, unless shall have indemnification rights having prospective application only. The prospective indemnification rights shall consist of such modifications shall rights to which directors, officers and employees of PCBC and its Subsidiaries would be required by Applicable Law. (b) For a period entitled under the Articles of seven (7) years following Incorporation and Bylaws of PCBC or the Effective Timeparticular Subsidiary of PCBC for which they are serving as officers, Parent shall maintain officers’ directors or employees 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 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 covered prior an officer or director of PCBC (including any Subsidiary of PCBC) shall be included in PCBC’s director and officer insurance policy. (c) PCBC shall use commercially reasonable efforts to purchase extended reporting period coverage for PCCI’s and the Effective Time on terms with respect to coverage and amount no less favorable than those in the current directorsBank’s existing officers’ and officersdirectors’ 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 “tailD&O Insurance”) policy on terms with respect to coverage and amount no less favorable than those in for a period of six years after the current directors’ and officers’ liability insurance policy maintained by the Company and in effect on the date hereof; Effective Time, provided, however, that the cost of any such policy need thereof does not exceed two hundred fifty percent (250%) of 3.0 times the last annual premium currently premiums paid by PCCI for D&O Insurance (the Company “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 such insurance. similar coverage (c) The rights of each current or former director or officer of the Company (each an “Indemnified PersonSimilar D&O Coverage”) for up to a period of six years following the Closing under this Section 6.10 shall be in addition its own D&O Insurance policies and the Bank’s D&O Insurance policies; provided, however, that if the amount of premium that is necessary to any rights maintain or procure such Person insurance coverage exceeds the Maximum Amount, PCCI may have under purchase the Certificate most advantageous policy of Incorporation or Bylaws of D&O Insurance obtainable for a premium equal to the Company or any of its Subsidiaries, or under Delaware Law or any other Applicable Law or under any agreement of any Indemnified Person with the Company or any of its Subsidiaries. These rights shall survive consummation of the Mergers and are intended to benefit, and shall be enforceable by, each Indemnified PersonMaximum Amount.

Indemnification and Insurance. (a) The Certificate of Incorporation and Bylaws of the Surviving Corporation shall contain provisions no less favorable with respect to indemnification than those set forth in the Certificate of Incorporation and Bylaws of the Company, which provisions shall not be amended, repealed or otherwise modified for a period of seven (7) For six years from after the Effective Time in any manner that would adversely affect Time, the rights thereunder of individuals whoParent shall, at 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 were directors, officers an officer 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 current or former director or officer of the Company (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 SubsidiariesSubsidiaries 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 written consent of Parent) or under Delaware Law 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 or arising in whole or in part out of the fact that such person is or was an officer or director of the Company or any other Applicable Law Subsidiary. This Section 6.12(a) shall not limit or otherwise adversely affect any rights any Indemnified Person may have under any agreement of any Indemnified Person with the Company or any of its Subsidiaries. These rights shall survive consummation under the Company's Charters or By-Laws as presently in effect. (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 Mergers 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 cause to be maintained in effect, subject to the 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 (provided that Parent may substitute therefor policies of at least the same coverage and amounts containing terms and conditions which are intended no less advantageous to benefit, former officers and shall be enforceable by, each Indemnified Persondirectors of the Company) only with respect to claims arising from facts or events which occurred at or before the Effective Time.

Indemnification and Insurance. (a) The Certificate 5.6.1 Parent agrees that all rights to indemnification, advancement of Incorporation expenses and Bylaws exculpation by the Company and its 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 Surviving Corporation shall contain provisions no less favorable with respect to indemnification than those set forth Company or any of its Subsidiaries (each, a “D&O Indemnified Party”) under the DGCL or any other Applicable Law or as provided in the Certificate 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 Incorporation this Agreement, shall remain in full force and Bylaws of the Company, which provisions shall effect in accordance with their terms and will not be amended, repealed or otherwise modified for a period of seven six (76) years from the Effective Time (the “D&O Coverage Period”) (and, in the event that any manner that would adversely affect relevant proceeding is pending or asserted or any relevant claim made during such period, until the rights thereunder final disposition of individuals whosuch 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 were directors, officers or employees of (including the Company, unless such modifications shall be required by Applicable Law. Transactions) with respect to those individuals who are currently (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 any additional individuals who prior to the Effective Time covering those persons who are currently become) covered on the date of this Agreement 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 who becomes covered 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 with respect to coverage and amount no less favorable than those in conditions providing at least substantially equivalent benefits as the current policies of 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 Subsidiaries with respect to its current directors’ and officers’ liability insurance policy, which amount Company has disclosed to Parent matters existing or occurring prior to the date hereofEffective Time, covering without limitation the Transactions, so long as the effective annual premium under such policy does not exceed the Maximum Premium. AlternativelyIf such prepaid “tail policy” has been obtained by the Company, it shall be deemed to satisfy all obligations to obtain insurance pursuant to this Section 5.6.2 and the Surviving Corporation shall use its reasonable best efforts to cause such policy to be maintained in full satisfaction force and effect, for its full term, and to honor all of its obligations under thereunder. 5.6.3 The provisions of this Section 6.10(b), Parent may purchase a seven 5.6 are (7i) 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 current or former director or officer of the Company (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, or under Delaware Law or any other Applicable Law or under any agreement of any Indemnified Person with the Company or any of its Subsidiaries. These rights shall survive consummation of the Mergers and are intended to benefitbe for the benefit of, and shall be enforceable by, each D&O Indemnified PersonParty, 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 individual may have under the Company Charter Documents, by contract or otherwise. The obligations of 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 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 5.6 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 be binding on all successors and assigns of Merger Sub, the Company and the Surviving Corporation.

Indemnification and Insurance. (a) 5.11.1 The Certificate of Incorporation Company shall indemnify and Bylaws of hold harmless, and after the Effective Time the Surviving Corporation shall contain provisions no less favorable 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 respect to indemnification than those set forth activities, including without limitation, the transactions contemplated by this Agreement, in such capacity, or on behalf of, or at the Certificate of Incorporation and Bylaws 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 provisions obligations shall not be amended, repealed or otherwise modified survive the Merger and shall continue in full force and effect for a period of seven (7) not less than six 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 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 policy 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 exceed two hundred fifty percent (250%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 the annual premium currently paid 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. (c) The rights of each current or former director or officer of insurance and if the Company (each an “Indemnified Person”) under Surviving Corporation is unable to obtain the insurance required by this Section 6.10 5.11 it shall obtain as much comparable insurance as can be in addition obtained for an annual premium equal to any rights such Person may have under the Certificate of Incorporation or Bylaws of the Company or any of its Subsidiaries, or under Delaware Law or any other Applicable Law or under any agreement of any Indemnified Person with the Company or any of its Subsidiaries. These rights shall survive consummation of the Mergers and are intended to benefit, and shall be enforceable by, each Indemnified Personmaximum amount.

Indemnification and Insurance. (a) The Certificate For a period of Incorporation six (6) years after the First Merger Effective Time, New PubCo agrees that it shall indemnify and Bylaws hold harmless each present and former director, officer and manager of Acquiror Group and the Company against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred in connection with any Action, whether civil, criminal, administrative or investigative, arising out of or pertaining to matters existing or occurring at or prior to the First Merger Effective Time, whether asserted or claimed prior to, at or after the First Merger Effective Time, to the fullest extent that each of the Surviving Corporation Acquiror Group and the Company, as the case may be, would have been permitted under applicable Law and its 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 applicable Law). Notwithstanding the foregoing, New PubCo shall contain provisions no less favorable not have any obligation to indemnify, reimburse or otherwise “gross-up” any Person for any Tax incurred pursuant to Section 409A or 4999 of the Code with respect to indemnification than those set forth in any payments made at or after the Certificate of Incorporation and Bylaws of First Merger Effective Time. Without limiting the Companyforegoing, which provisions New PubCo shall not be amended, repealed or otherwise modified for a period of seven not less than six (76) 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 manner respect that would adversely affect the rights thereunder of individuals whothose Persons thereunder, at or prior to the Effective Time were directorsin each case, officers or employees of the Company, unless such modifications shall be except as required by Applicable Law. (b) For a period of seven six (76) years following from the First Merger Effective Time, Parent New PubCo 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 effect directors’ and officers’ liability insurance policy or covering those Persons who becomes are currently covered by the directors’ and officers’ liability insurance policies of the Acquiror Group and the Company for liability prior to the Effective Time date hereof, on terms with respect to coverage and amount no not less favorable than those 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 is asserted or made within such six (6)-year period, any insurance required to be maintained by the Company and in effect on the date hereof; provided, that, in satisfying its obligation under this Section 6.10(b)7.10 shall be continued in respect of such claim until the final disposition thereof. If the annual premiums of such insurance coverage exceed the Maximum Annual Premium, Parent shall not then New PubCo will be obligated to pay obtain a policy with the greatest coverage available for a cost not exceeding the Maximum Annual Premium from an aggregate premium in excess of two hundred fifty percent (250%) of insurance carrier with the amount per annum same or better credit rating as the Company paid in its last full fiscal year with respect to its Company’s current directors’ and officers’ liability insurance policy, which carrier. If Acquiror is unable to obtain the “tail” policy or the insurance described in this Section 7.10(b) for an amount Company has disclosed to Parent prior less than or equal to the date hereof. AlternativelyMaximum Annual Premium, 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 Acquiror will instead obtain as much comparable 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 as possible for an annual premium currently paid by equal to the Company for such insuranceMaximum Annual Premium. (c) The rights of each current or former director or officer Notwithstanding anything contained in this Agreement to the contrary, this Section 7.10 shall survive the consummation of the Company (each an “Indemnified Person”) under this Section 6.10 Mergers indefinitely and shall be in addition to any rights such Person may have under binding on New PubCo and all successors and assigns of New PubCo. In the Certificate of Incorporation or Bylaws of the Company event that New PubCo or any of its Subsidiaries, successors or under Delaware Law assigns consolidates with or merges into any other Applicable Law Person and shall not be the continuing or under any agreement surviving corporation or entity of any Indemnified Person with the Company such consolidation or any merger or transfers or conveys all or substantially all of its Subsidiaries. These rights shall survive consummation of the Mergers properties and are intended assets to benefitany Person, then, and in each such case, New PubCo shall ensure that proper provision shall be enforceable by, each Indemnified Personmade so that the successors and assigns of Acquiror shall succeed to the obligations set forth in this Section 7.10.

Indemnification and Insurance. (a) The Certificate of Incorporation From and Bylaws after the Effective Time, Acquiror and the Surviving Company agree that they shall indemnify and hold harmless each present and former director and officer of the Company and each of its Subsidiaries against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred in connection with any Action, whether civil, criminal, administrative or investigative, arising out of or pertaining to matters existing or occurring at or prior to the Effective Time, whether asserted or claimed prior to, at or after the Effective Time, to the fullest extent that 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 effect on the date of this Agreement to indemnify such Person (including the advancing of expenses as incurred to the fullest extent permitted under applicable Law). Without limiting the foregoing, Acquiror shall, and shall cause the Surviving Corporation shall contain provisions no less favorable with respect to indemnification than those set forth in the Certificate of Incorporation Company and Bylaws of the Companyits Subsidiaries to, which provisions shall not be amended, repealed or otherwise modified (i) maintain for a period of seven (7) 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 manner respect that would adversely affect the rights thereunder of individuals whothose Persons thereunder, at or prior 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 the Effective Time were directorshonor, officers or employees each of the Company, unless such modifications shall be required by Applicable Lawcovenants in this Section 7.02. (b) For a period of seven (7) six years following from the Effective Time, Parent Acquiror shall, or shall cause one or more of its Subsidiaries to, 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 effect directors’ and officers’ liability insurance policy covering those Persons who are currently covered by the Company’s or who becomes covered prior its Subsidiaries’ directors’ and officers’ liability insurance policies (true, correct and complete copies of which have been heretofore made available to the Effective Time Acquiror or its agents or representatives) on terms with respect to coverage and amount no not less favorable than those 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 is asserted or made within such six-year period, any insurance required to be maintained by the Company and in effect on the date hereof; provided, that, in satisfying its obligation under this Section 6.10(b), Parent 7.02 shall not be obligated to pay an aggregate premium continued in excess respect of two hundred fifty percent (250%) of such claim until 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 insurancefinal disposition thereof. (c) Notwithstanding anything contained in this Agreement to the contrary, this Section 7.02 shall survive the consummation of the Merger indefinitely and shall be binding, jointly and severally, on Acquiror and the Surviving Company and all successors and assigns of Acquiror and the Surviving 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 the continuing or surviving corporation or entity of such consolidation or merger or transfers or conveys all or substantially all of its properties and assets to any Person, then, and in each such case, Acquiror and the Surviving Company shall ensure that proper provision shall be made so that the successors and assigns of Acquiror or the Surviving Company, as the case may be, shall succeed to the obligations set forth in this Section 7.02. The rights obligations of each current 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 or and officer of the Company (and each an “Indemnified Person”) under of its Subsidiaries to whom this Section 6.10 shall be in addition to any rights such Person may have under 7.02 applies without the Certificate of Incorporation or Bylaws consent of the Company or any of its Subsidiaries, or under Delaware Law or any other Applicable Law or under any agreement of any Indemnified Person with the Company or any of its Subsidiaries. These rights shall survive consummation of the Mergers and are intended to benefit, and shall be enforceable by, each Indemnified affected Person.

Indemnification and Insurance. From and after the Effective Time, Parent shall, and shall cause the Surviving Corporation to, indemnify, defend and hold harmless, and shall itself indemnify, defend and hold harmless as if it were the Surviving Corporation, in each case, to the fullest extent permitted by applicable Law, the present and former officers, directors and agents (aeach an “Indemnified Party”) The Certificate of Incorporation the Company against all losses, claims, damages, fines, penalties and Bylaws liability in respect of acts or omissions occurring at or prior to the Effective Time (including acts or omissions occurring in connection with this Agreement and the transactions contemplated hereby) including amounts paid in settlement or compromise with the approval of Parent (which approval shall not be unreasonably withheld or delayed). Parent and Merger Sub agree that 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 shall will contain provisions no less favorable with respect to exculpation, indemnification than and the advancement of expenses that are at least as favorable to the Indemnified Parties as those set forth contained in the Certificate of Incorporation and Bylaws of Company Organizational Documents as in effect on the Companydate hereof, which provisions shall not will not, except as required by Law, be amended, repealed amended or otherwise modified for a period until expiration of seven (7) years from the Effective Time applicable statute of limitations 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 Indemnified Parties. Without limiting the generality of the Companypreceding sentence, unless such modifications shall be required in the event that any Indemnified Party becomes involved in any actual or threatened action, suit, claim, proceeding or investigation covered by Applicable Law. (b) For a period of seven (7) years following this Section 6.4 after the Effective Time, Parent shall, or shall maintain cause the Surviving Corporation to, to the fullest extent permitted by law, promptly advance to such Indemnified Party his or her legal or other expenses (including the cost of any investigation and preparation incurred in connection therewith), subject to the providing by such Indemnified Party of an undertaking to reimburse all amounts so advanced in the event of a non-appealable determination of a court of competent jurisdiction that such Indemnified Party is not entitled thereto. For at least six years after the Effective Time, Parent will cause the Surviving Corporation 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 the Effective Time covering those persons who are each such Person currently covered on the date of this Agreement by the Company’s directorsofficers’ and officersdirectors’ 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 of such policy maintained by the Company and in effect on the date hereof; provided, howeverthat, that the cost Surviving Corporation shall not be obligated to expend annual premiums during such period in excess of any such policy need not exceed two hundred fifty percent (250%) 200% of the per annum rate of the aggregate annual premium currently paid by the Company for such insurance. (c) The rights insurance on the date of each current this Agreement, provided that if the annual premium for such insurance shall exceed such 200% in any year, the Surviving Corporation shall be obligated to obtain a policy with the greatest coverage available for a cost not exceeding such amount; provided further, that in the event Parent shall, directly or former director indirectly, sell all or officer substantially all of the Company (each an “Indemnified Person”) 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 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, or under Delaware Law or any other Applicable Law or under any agreement of any Indemnified Person with the Company or any of its Subsidiaries. These rights shall survive consummation of the Mergers and are intended to benefit, and shall be enforceable by, each Indemnified Person6.4.

Indemnification and Insurance. (a) The Certificate of Incorporation From and Bylaws of after the Effective 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 contain provisions no less favorable cause the Surviving Corporation to, indemnify and hold harmless the present and former officers and directors of Apogent and its Subsidiaries (the “Indemnified Parties”) for any costs, judgments, fines, losses, claims, damages or liabilities incurred in connection with respect to indemnification than those set forth in the Certificate of Incorporation and Bylaws any claim, action, suit or proceeding (whether civil, criminal, administrative or investigative) by reason of the Companyfact that such Person was an officer, which provisions shall not be amended, repealed director or otherwise modified for a period employee of seven (7) years from the Effective Time Apogent or any of its Subsidiaries in any manner that would adversely affect the rights thereunder respect of individuals who, acts or omissions occurring at or prior to the Effective Time were directors(including those related to this Agreement and the transactions contemplated hereby), officers or employees of and shall advance expenses in respect thereof, in each case, to the Company, unless such modifications shall be required fullest extent permitted by Applicable LawLaws. (b) For a period of seven (7) six years following after the Effective Time, Parent the Surviving Corporation shall maintain officers’ and directors’ liability insurance cause to be maintained in respect effect the current policies 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’ and fiduciary liability insurance policy maintained by Apogent with respect to claims arising from facts or who becomes covered prior to events which occurred on or before the Effective Time on (including those related to this Agreement and 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 to former officers and directors of Apogent) only with respect to coverage claims arising from facts or events which occurred at or before the Effective Time; and amount no less favorable than those in provided, further, that if the current directors’ aggregate annual premiums for such policies at any time during such period will exceed 300% of the per annum premium rate paid by Apogent and officers’ liability insurance policy maintained by the Company and in effect on its Subsidiaries as of the date hereof; providedhereof for such policies, that, in satisfying its obligation under this Section 6.10(b), Parent then Fxxxxx shall not only be obligated required to pay provide such coverage as will then be available at 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 equal to 300% of such insurancerate. (c) The rights of each current Notwithstanding anything herein to the contrary and to the maximum extent permitted by Applicable Laws, if any claim, action, suit, proceeding or former director investigation is made or officer brought against any Indemnified Party on or prior to the sixth anniversary of the Company (each an “Indemnified Person”) under Effective Time, the provisions of this Section 6.10 5.5 shall be continue in addition to any rights effect until the final disposition of such Person may have under claim, action, suit, proceeding or investigation. (d) If Fxxxxx, the Certificate of Incorporation or Bylaws of the Company Surviving Corporation or any of its Subsidiaries, their respective successors or under Delaware Law assigns (i) shall consolidate with or merge into any other Applicable Law Person and shall not be the continuing or under any agreement surviving corporation or entity of any Indemnified Person with the Company such consolidation or any merger or (ii) shall transfer all or substantially all of its Subsidiaries. These rights properties or assets to any Person, then, in each case, Fxxxxx shall survive consummation take such action as may be necessary so that such Person shall assume all of the Mergers and applicable obligations set forth in this Section 5.5. (e) The provisions of this Section 5.5 are (i) intended to benefitbe for the benefit of, and shall be enforceable by, each Indemnified PersonParty, 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. (a) The Certificate From and after the Effective Time, solely to the extent that the Partnership or the Partnership GP or any applicable Subsidiary thereof would be permitted to indemnify an Indemnified Person immediately prior to the Effective Time, Parent and the Surviving Entity jointly and severally agree to (i) indemnify and hold harmless against any cost or expenses (including attorneys’ fees), judgments, fines, losses, claims, damages or liabilities and amounts paid in settlement in connection with any actual or threatened Proceeding, and provide advancement of Incorporation and Bylaws expenses with respect to each of the Surviving Corporation shall foregoing to, all Indemnified Persons to the fullest extent permitted under applicable Law and (ii) honor the provisions regarding elimination of liability of officers and directors, indemnification of officers, directors and employees and advancement of expenses contained in the Organizational Documents of the Partnership and the Partnership GP immediately prior to the Effective Time and ensure that the Organizational Documents of the Partnership and the Partnership GP or any 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 indemnification, advancement of expenses and exculpation of present and former directors, officers, employees and agents of the Partnership and the Partnership GP than those are presently set forth in the Certificate such Organizational Documents. Any right of Incorporation and Bylaws of the Company, which provisions an Indemnified Person pursuant to this Section 6.7(a) shall not be amended, repealed repealed, terminated or otherwise modified for at any time in a period of seven (7) years from the Effective Time in any manner that would adversely affect the rights thereunder of individuals whosuch Indemnified Person as provided herein, at or prior to the Effective Time were directors, officers or employees of the Company, unless such modifications and shall be required enforceable by Applicable Lawsuch Indemnified Person and their respective heirs and representatives against Parent and the Partnership GP and their respective successors and assigns. (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 effect for six (6) years from the Effective Time covering those persons who are currently covered on the date of this Agreement by the CompanyParent’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 policies covering acts or omissions occurring at or prior to 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 Effective Time 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), Indemnified Persons (provided that Parent may purchase a seven (7) year prepaid (or “tail”) policy on substitute therefor policies with reputable carriers of at least the same coverage containing terms with respect to coverage and amount conditions that are no less favorable than those in to the current directors’ and officers’ liability insurance policy maintained by the Company and in effect on the date hereofIndemnified Persons); provided, however, that in no event shall Parent be required to expend pursuant to this Section 6.7(b) more than an amount per year equal to 300% of current annual premiums paid by Parent for such insurance (the cost “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 any such policy need not exceed two hundred fifty percent (250%) insurance as is available for the Maximum Amount. If Parent in its sole discretion elects, then, in lieu of the annual premium currently paid 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 acts or omissions occurring or alleged to have occurred prior to the Effective Time that were committed or alleged to have been committed by the Company for such insuranceIndemnified Persons in their capacity as such. (c) The rights of each current or former director or officer of the Company (each an “any Indemnified Person”) Person under this Section 6.10 6.7 shall be in addition to any other rights such Indemnified Person may have under the Certificate of Incorporation or Bylaws Organizational Documents of the Company Partnership and the Partnership GP, any indemnification agreements, or the DLLCA and DRULPA. The provisions of this Section 6.7 shall survive the consummation of the transactions contemplated by this Agreement for a period of six (6) years and are expressly intended to benefit each of the Indemnified Persons and their respective heirs and representatives; provided, however, that in the event that any claim or claims for indemnification or advancement set forth in this Section 6.7 are asserted or made within such six (6)-year period, all rights to indemnification and advancement in respect of any such claim or claims shall continue until disposition of all such claims. If Parent and/or the Partnership GP, or any of its Subsidiariestheir respective successors or assigns (i) consolidates with or merges into any other Person, or under Delaware Law (ii) transfers or conveys all or substantially all of their businesses or assets to any other Applicable Law or under any agreement of any Indemnified Person with Person, then, in each such case, to the Company or any of its Subsidiaries. These rights shall survive consummation of the Mergers and are intended to benefitextent necessary, and a proper provision shall be enforceable by, each Indemnified Personmade so that the successors and assigns of Parent and/or the Partnership GP shall assume the obligations of Parent and the Partnership GP set forth in this Section 6.7.

Indemnification and Insurance. (a) The Certificate For six (6) years after the Effective Time, Parent and the Surviving Corporation shall honor and fulfill in all respects the obligations of Incorporation the Company and Bylaws 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 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 collectively, the “Indemnified Parties”). In addition, for a period of six (6) years following the Effective Time, Parent shall cause the articles or certificate of incorporation and bylaws or other similar organizational documents of the Surviving Corporation shall and its Subsidiaries to contain provisions no less favorable with respect to indemnification than those set forth and exculpation that are at least as favorable as the indemnification and exculpation provisions contained in the Certificate articles of Incorporation incorporation and Bylaws bylaws (or other similar organizational documents) of the CompanyCompany and its Subsidiaries immediately prior to the Effective Time, which and during such six (6) year period, such 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 whorespect, at or prior to the Effective Time were directors, officers or employees of the Company, unless such modifications shall be except as required by Applicable Law. (b) For a period of seven six (76) years following after the Effective Time, Parent and the Surviving Corporation shall maintain officers’ and directors’ liability insurance cause to be maintained in respect effect the existing policy 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’ and fiduciary liability insurance policy (the “D&O Policy”) covering claims arising from facts or who becomes covered 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 amount amounts that are 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 in no event shall Parent or the cost Surviving Corporation be required to pay an annual premium in excess of any such policy need not exceed two hundred fifty percent (250%) 200% of the current annual premium currently paid by the Company for such insuranceinsurance (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 shall be obligated to obtain a policy with the greatest coverage available for a cost not exceeding the Maximum Annual Premium. Notwithstanding anything in this Section 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 not be terminated, amended or otherwise modified in such a manner as to adversely affect any Indemnified Party (or any other Person who is a beneficiary under the D&O Policy or the “tail” policy referred to in paragraph (b) above (and their heirs, 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 if a party hereto. The rights of each current Indemnified Party (and other Person who is a beneficiary under the D&O Policy or former director or officer of the Company such “tail” policy (each an “Indemnified Person”and their heirs, successors and assignees)) under this Section 6.10 shall be in addition to to, and not in substitution for, any other rights that such Person Persons may have under the Certificate certificate or articles of Incorporation incorporation, bylaws or Bylaws of other equivalent organizational documents, any indemnification agreements to which such Indemnified Party or other Person is a party, or applicable Law (whether in a proceeding at Law or in equity). (d) In the Company event that Parent, the Surviving Corporation or any of its Subsidiaries, or under Delaware Law or any other Applicable Law or under any agreement of any Indemnified Person with the Company 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 Subsidiaries. These rights shall survive consummation of the Mergers properties and are intended assets to benefitany other Person, and then in each case proper provision shall be enforceable bymade so that the continuing or surviving Person (or its successors or assigns, each Indemnified Personif 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. From and after the Effective Time, Parent shall cause the Surviving Corporation to indemnify, defend and hold harmless, and shall itself indemnify, defend and hold harmless as if it were the Surviving Corporation, in each case, to the fullest extent permitted by applicable Law, the present and former officers, directors and agents (aeach an “Indemnified Party”) The Certificate of Incorporation the Company against all losses, claims, damages, fines, penalties and Bylaws liability in respect of acts or omissions occurring at or prior to the Effective Time (including acts or omissions occurring in connection with this Agreement and the transactions contemplated hereby) including amounts paid in settlement or compromise with the approval of Parent (which approval shall not be unreasonably withheld or delayed). Parent and Merger Sub agree that 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 shall will contain provisions no less favorable with respect to exculpation, indemnification than and the advancement of expenses that are at least as favorable to the Indemnified Parties as those set forth containing in the Certificate of Incorporation and Bylaws of Company Organizational Documents as in effect on the Companydate hereof, which provisions shall not will not, except as required by Law, be amended, repealed amended or otherwise modified for a period until expiration of seven (7) years from the Effective Time applicable statute of limitations 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 Indemnified Parties. Without limiting the generality of the Companypreceding sentence, unless such modifications shall be required in the event that any Indemnified Party becomes involved in any actual or threatened action, suit, claim, proceeding or investigation covered by Applicable Law. (b) For a period of seven (7) years following this Section 6.4 after the Effective Time, Parent shall, or shall maintain cause the Surviving Corporation to, to the fullest extent permitted by law, promptly advance to such Indemnified Party his or her legal or other expenses (including the cost of any investigation and preparation incurred in connection therewith), subject to the providing by such Indemnified Party of an undertaking to reimburse all amounts so advanced in the event of a non-appealable determination of a court of competent jurisdiction that such Indemnified Party is not entitled thereto. For at least six years after the Effective Time, Parent will cause the Surviving Corporation 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 the Effective Time covering those persons who are each such Person currently covered on the date of this Agreement by the Company’s directorsofficers’ and officersdirectors’ liability insurance policy or who becomes covered prior to the Effective Time (each an “Insured Party”) on terms with respect to coverage and amount no less favorable than those in the current directors’ and officers’ liability insurance of such 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 the Surviving Corporation shall not be obligated to pay an aggregate premium expend annual premiums during such period in excess of two hundred fifty percent (250%) 200% 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%) rate of the aggregate annual premium currently paid by the Company for such insurance. (c) The rights insurance on the date of each current this Agreement, provided that if the annual premium for such insurance shall exceed such 200% in any year, the Surviving Corporation shall be obligated to obtain a policy with the greatest coverage available for a cost not exceeding such amount; provided further, that in the event Parent shall, directly or former director indirectly, sell all or officer substantially all of the Company (each an “Indemnified Person”) 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 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, or under Delaware Law or any other Applicable Law or under any agreement of any Indemnified Person with the Company or any of its Subsidiaries. These rights shall survive consummation of the Mergers and are intended to benefit, and shall be enforceable by, each Indemnified Person6.4.

Indemnification and Insurance. (a) The Certificate For a period of Incorporation and Bylaws of six (6) years following the Effective Time, the Surviving Corporation shall contain maintain in effect exculpation, indemnification and advancement of expenses provisions no less favorable with respect to indemnification than those set forth contained, as the date of this Agreement, in the Certificate Company’s and any Company Subsidiary’s certificates of Incorporation incorporation and Bylaws bylaws or similar Organizational Documents as in effect as of the Companydate hereof or in any indemnification agreements of the Company or its Subsidiaries with any of their respective directors or officers copies of which have been provided to Parent prior to the date hereof, which provisions and shall not be amendedamend, repealed repeal or otherwise modified for a period of seven (7) years from the Effective Time modify any such provisions in any manner that would adversely affect the rights thereunder of any individuals who, who at or prior to the Effective Time were directors, current or former directors or officers or employees of the CompanyCompany or any of its Subsidiaries; provided, unless however, that all rights to indemnification in respect of any Action pending or asserted or any claim made within such modifications period shall be required by Applicable Lawcontinue until the disposition of such Action or resolution of such claim. From and after the Effective Time, the Surviving Corporation and its Subsidiaries shall honor, in accordance with their respective terms, each of the covenants contained in this Section 6.08. (b) For a period of seven six (76) years following from the Effective Time, Parent shall maintain officers’ the Surviving Corporation shall, in accordance with Section 6.08(a), provide indemnification to each current and directors’ liability insurance former director or officer of the Company or any of its Subsidiaries (each, together with such Person’s heirs, executors or administrators, an “Indemnified Party”) in respect of acts connection with any actual or omissions occurring prior (to the extent required in accordance with Section 6.08(a)) threatened Action, arising out of, relating to or in connection with any action or omission occurring before the Effective Time covering those persons who are currently covered on Time, and whether asserted or claimed prior to, at or after the date Effective Time. For the avoidance of this Agreement doubt, nothing contained herein shall require the Surviving Corporation to indemnify any Indemnified Parties to the extent such indemnification would not be permitted to be provided by the Company’s Company under the DGCL (including, for the avoidance of doubt, Section 145 of the DGCL). Any Indemnified Party wishing to claim indemnification under this Section 6.08(b) with respect to any Action shall notify the Surviving Corporation of such Action promptly after becoming aware thereof. (c) The Surviving Corporation shall (i) for a period of six (6) years from the Effective Time, cause to be maintained in effect the current policies of directors’ and officers’ liability insurance policy and fiduciary liability insurance maintained by the Company and its Subsidiaries with respect to matters arising on or who becomes covered prior to before the Effective Time with benefits and levels of coverage at least as favorable as provided in the Company’s existing policies as of the date of this Agreement, or the Surviving Corporation shall use reasonable best efforts to purchase comparable insurance for such six (6)-year period with benefits and levels of coverage at least as favorable as provided in the Company’s existing policies as of the date of this Agreement; or (ii) purchase, to be effective as of the Effective Time, a six (6)-year prepaid “tail” policy on terms with respect to coverage and amount no less favorable than those in conditions providing substantially equivalent benefits as the current policies of directors’ and officers’ liability insurance policy and fiduciary liability insurance maintained by the Company and its Subsidiaries with respect to matters arising on or before the Effective Time, covering without limitation the transactions contemplated hereby. If such tail prepaid policy has been obtained as of the Effective Time, the Surviving Corporation shall cause such policy to be maintained in effect on full force and effect, for its full term, and cause all obligations thereunder to be honored by the date hereof; providedSurviving Corporation, thatand no other party shall have any further obligation to purchase or pay for insurance hereunder. Notwithstanding anything contained herein, in satisfying its obligation under this Section 6.10(b), Parent no event shall not the Surviving Corporation be obligated required to pay an aggregate premium annual premiums in excess of two hundred fifty percent (250%) 300% of the amount per annum last annual premium paid by 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, hereof (the “Base Amount”) in full satisfaction respect of its obligations under such “tail” policy or other coverage required to be obtained pursuant to this Section 6.10(b)6.08, 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 if the cost of any such policy need not or coverage would otherwise exceed two hundred fifty percent (250%) of the annual premium currently paid by Base Amount, the Company Surviving Corporation shall purchase as much coverage as reasonably practicable for such insurancethe Base Amount. (cd) The rights of each current or former director or officer of the Company (each an “Indemnified Person”) under this Section 6.10 Party hereunder shall be in addition to to, and not in limitation of, any other rights such Person Indemnified Party may have under the Certificate certificates of Incorporation incorporation or Bylaws bylaws or other organizational documents of the Company or any of its SubsidiariesSubsidiaries or the Surviving Corporation, or under Delaware Law or any other Applicable Law indemnification arrangement, the DGCL or under any agreement otherwise. The provisions of any Indemnified Person with the Company or any of its Subsidiaries. These rights this Section 6.08 shall survive the consummation of the Mergers Merger and expressly are intended to benefit, and shall be are enforceable by, each of the Indemnified Parties. (e) In the event the Surviving Corporation or any of its successors or assigns (i) consolidates with or merges into any other Person and shall not be the continuing or surviving corporation or entity in such consolidation or merger or (ii) transfers all or substantially all of its properties and assets to any Person, then, and in either such case, the Surviving Corporation shall cause proper provision to be made so that the successors and assigns of the Surviving Corporation or the continuing or surviving corporation, as the case may be, shall assume the obligations set forth in this Section 6.08.

Indemnification and Insurance. (a) The Certificate Parent and Merger Sub agree that the Merger shall not affect or diminish any of Bank’s duties and obligations of indemnification existing immediately prior to the Effective Time in favor of the current or former directors and officers of Bank arising: (i) by virtue of the Articles of Incorporation or Bylaws of Bank; (ii) by operation of Applicable Law; or (iii) by virtue of any other agreements in the form in effect on the date of this Agreement as set forth on Bank Schedule 8.10, and such duties and obligations 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 of the Surviving Corporation shall contain provisions no less favorable with respect or similar organization documents in effect immediately prior to indemnification than those set forth in the Certificate of Incorporation and Bylaws of the Company, which provisions shall not be amended, repealed or otherwise modified for a period of seven (7) years from 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, at or prior to who immediately before the Effective Time were directors, current or former directors or officers or employees of the Company, unless such modifications shall be required by Applicable LawBank. (b) For a period of seven (7) years following the Effective Time, Parent shall cause the Surviving Corporation to maintain the existing officers’ and directors’ liability insurance in respect including, but not limited to, coverage for acts and omissions of acts or omissions occurring the directors and officers of Bank prior to the Effective Time covering those persons who are currently covered on the date (“D&O Insurance”) for a period of this Agreement by the Company’s directors’ and officers’ liability insurance policy or who becomes covered prior to not less than six years after 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 hereofTime; provided, however, that Parent may substitute therefor policies of substantially equivalent coverage and amounts containing terms no less favorable to such former directors or officers; provided further, that if the cost of any existing D&O Insurance expires or is terminated or cancelled during such policy need not exceed two hundred fifty percent (250%) of the annual premium currently paid by the Company for such insuranceperiod, then Parent shall use all commercially reasonable efforts to obtain substantially similar D&O Insurance. (c) The rights of each current or former director or officer of the Company (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, or under Delaware Law or any other Applicable Law or under any agreement of any Indemnified Person with the Company or any of its Subsidiaries. These rights shall survive consummation of the Mergers and are intended to benefit, and shall be enforceable by, each Indemnified Person.

Indemnification and Insurance. (a) The Certificate of Incorporation From and Bylaws after the First Effective Time, Acquiror agrees that it shall indemnify and hold harmless each present and former director, manager and officer of the Surviving Corporation shall contain provisions no less favorable Company and Acquiror and each of their respective Subsidiaries against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred in connection with respect any Action, whether civil, criminal, administrative or investigative, arising out of or pertaining to indemnification than those set forth in matters existing or occurring at or prior to the Certificate of Incorporation and Bylaws of First Effective Time, whether asserted or claimed prior to, at or after the First Effective Time, to the fullest extent that the Company, which provisions Acquiror or their respective Subsidiaries, as the case may be, would have been permitted under applicable Law and their respective Governing Documents in effect on the date of this Agreement to indemnify such Person (including the advancing of expenses as incurred to the fullest extent permitted under applicable Law). Without limiting the foregoing, Acquiror shall not be amended, repealed or otherwise modified cause the Surviving Entity and each of its Subsidiaries to (i) maintain for a period of seven (7) not less than six years from the First Effective Time 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 manner respect that would adversely affect the rights thereunder of individuals whothose Persons thereunder, at or prior to the Effective Time were directorsin each case, officers or employees of the Company, unless such modifications shall be except as required by Applicable Law. (b) For a period of seven (7) years following the Effective Time, Parent Acquiror shall maintain officers’ and directors’ liability insurance in respect of acts or omissions occurring prior use reasonable best efforts 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 cause coverage to the Effective Time on terms with respect to coverage and amount no less favorable than those in be extended under the current directors’ and officers’ liability insurance by obtaining a six-year “tail” policy maintained by containing terms not materially less favorable than the Company and in effect on terms of such current insurance coverage with respect to claims existing or occurring at or prior to the date hereofFirst Effective Time (a “D&O Tail”); provided, thathowever, that (i) if Acquiror is unable to obtain such D&O Tail, then 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 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 effect directors’ and officers’ liability insurance policycovering those Persons who are currently covered by Acquiror’s directors’ and officers’ liability insurance policies on terms not less favorable than the terms of such current insurance coverage and (ii) if any claim is asserted or made within such six-year period, which amount Company has disclosed any insurance required to Parent prior to the date hereof. Alternatively, in full satisfaction of its obligations be maintained under this Section 6.10(b)8.02 shall be continued in respect of such claim until the final disposition thereof. Notwithstanding the foregoing, Parent may 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 seven 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 (7true, correct and complete copies of which have been heretofore made available to Acquiror or its agents or Representatives) year prepaid (or “tail”) policy on terms with respect to coverage and amount no not less favorable than those in 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 policy 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 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 current or former director or officer of the Company (each an “Indemnified Person”) under this Section 6.10 8.02 shall be continued in addition respect of such claim until the final disposition thereof. Notwithstanding the foregoing, in no event shall Acquiror be required to any rights expend an annual premium for such Person may have under D&O Tail in excess of 500% of the Certificate of Incorporation or Bylaws of 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 Delaware Law 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 claims against the Indemnitee Affiliates for contribution, subrogation or any other Applicable Law or under any agreement recovery of any Indemnified Person with kind in respect thereof. (e) Notwithstanding anything contained in this Agreement to the Company or any of its Subsidiaries. These rights contrary, this Section 8.02 shall survive the consummation of the Mergers and are intended to benefit, indefinitely and shall be enforceable bybinding, 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 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 Indemnified Personsuch case, proper provision shall be made so that the successors and assigns of Acquiror or the Surviving Corporation or the Surviving Entity, as the case may be, shall succeed to the obligations set forth in this Section 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 of the First Effective Time and thereafter on terms that are consistent with market standards.

Indemnification and Insurance. Institution shall indemnify, defend and hold harmless Advarra and its and its affiliates’ directors, officers, employees, and agents (aeach, including Advarra, an “Indemnitee”) The Certificate from and against any and all 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 from Institution’s negligence, intentional misconduct, breach of Incorporation this Agreement, or failure to comply with applicable laws, rules, and Bylaws regulations. Advarra shall give Institution prompt notice of any claim for which indemnification is sought hereunder. Institution shall have the Surviving Corporation shall contain provisions no less favorable opportunity to undertake the defense of and to settle by compromise or otherwise any claim for which indemnification is available under this Section with respect to indemnification than those set forth in the Certificate of Incorporation and Bylaws of the Company, legal counsel approved by Advarra (which provisions approval shall not be amendedunreasonably withheld or delayed). If Institution so assumes the defense of any claim, repealed or otherwise modified for a period Advarra may participate in such defense with legal counsel of seven (7) years from the Effective Time in any manner that would adversely affect Advarra’s selection and at the rights thereunder expense of individuals whoAdvarra. If Institution, at or prior to the Effective Time were directorsexpiration of twenty (20) days after receipt of notice of a claim for indemnification under this Section, officers has not assumed the defense thereof, Advarra may thereupon undertake the defense thereof on behalf of, and at the risk and expense of, Institution, with all reasonable costs and expenses of such defense to be paid by Institution. No compromise or employees settlement of the Company, unless any such modifications claims shall be required by Applicable Law. made without the prior consent in writing of Advarra (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 which consent shall not be obligated to pay an aggregate premium in excess unreasonably withheld or delayed). Advarra will not be liable for any indirect, consequential, special, incidental or punitive damages of two hundred fifty percent (250%) any kind or nature which arise out of the amount per annum provision of Services or Institution’s use of or reliance on them. Without limiting the Company paid in its last full fiscal year with respect foregoing, Advarra’s liability to its current directors’ Institution and officers’ liability insurance policy, which amount Company has disclosed to Parent prior to the date hereof. Alternativelysum of all of Institution’s remedies against Advarra will not exceed, in full satisfaction the aggregate, the Fees that have been paid by Institution to Advarra under this Agreement. The Institution agrees that it shall maintain at its expense, or cause to be maintained, during the performance of this Agreement, insurance covering the Institution, Principal Investigators and all other research personnel for bodily injury, death and professional liability. The Institution will provide evidence of its obligations under insurance or self-insurance to Advarra, upon request. Advarra will provide at its expense, and maintain throughout the term of this Section 6.10(b)Agreement, Parent may purchase a seven (7) year prepaid (or “tail”) policy on terms with respect to general liability coverage and amount no less favorable than those in officer and director liability coverage. Upon request, Advarra agrees to provide the current directors’ and officers’ liability insurance policy maintained by the Company and in effect on the date hereof; provided, however, that the cost Institution with Certificates 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 current or former director or officer of the Company (each an “Indemnified Person”) under Insurance demonstrating 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, or under Delaware Law or any other Applicable Law or under any agreement of any Indemnified Person with the Company or any of its Subsidiariescoverage. These rights This section shall survive consummation any termination of the Mergers and are intended to benefit, and shall be enforceable by, each Indemnified Personthis Agreement.

Indemnification and Insurance. (a) The Certificate Parent Parties agree that all rights to indemnification, exculpation and advancement of Incorporation expenses, elimination of liability and Bylaws 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 Closing Date becomes, an officer, director or manager of any Partnership Entity or (y) any natural Person (together with such Person’s heirs, executors and administrators) who is or was serving, or at any time prior to the Closing Date serves, at the request of any Partnership Entity as an officer, director, member, general partner, fiduciary or trustee of another Person (other than Persons solely providing, on a fee-for-services basis, trustee, fiduciary or custodial services) (each, a “Covered Person”), as provided in the respective Organizational Documents of such Partnership Entities in effect as of the Surviving Corporation shall contain provisions no less favorable with respect date of this Agreement, or pursuant to indemnification than those set forth any other agreements in effect on the Certificate of Incorporation date hereof and Bylaws disclosed in Section 6.7(a) of the CompanyPartnership Disclosure Schedule, which provisions shall not be amended, repealed or otherwise modified survive the Closing and shall continue in full force and effect for a period of seven (7) 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 Time Parent 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 of individuals whofor acts, events, occurrences or omissions occurring or arising at or prior to the Effective Time were directorsClosing that is no less advantageous to each such Covered Person (including policy limits, officers or employees exclusions and scope) as such Covered Person as in existence as 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 covering such acts, events, occurrences or omissions under the Company’s directors’ directors and officers’ officers liability and fiduciary 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 similar policy maintained by the Company and in effect on Partnership Entities as of the date hereofof this Agreement; provided, that, in satisfying its obligation under this Section 6.10(b), provided that Parent Parties and the Partnership Entities shall not be obligated required to pay an aggregate premium premiums for such insurance policy in excess of two hundred fifty percent 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 (250%the “Xxxx Xxxxxxx Purchase Agreement”) in accordance with the requirements of Section 6.8(b) of the amount per annum Xxxx Xxxxxxx Purchase Agreement, and, for the Company paid in its last full fiscal year avoidance of doubt, it is agreed that the Parent Parties shall have no obligations with respect to its current directors’ 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 officers’ liability insurance policyshall not be the continuing or surviving corporation or entity of such consolidation or merger or in one or more series of transactions, which amount Company has disclosed to Parent prior to the date hereof. Alternativelydirectly or indirectly, in full satisfaction 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 under set forth in this Section 6.10(b), Parent may purchase 6.7. (e) The provisions of this Section 6.7 shall survive the consummation of the transactions contemplated hereby for 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 hereofperiod of six years; provided, however, that in the cost event that any claim or claims for indemnification or advancement of expenses set forth in this Section 6.7 are asserted or made within such six-year period, all rights to indemnification and advancement of expenses in respect of any such policy need not exceed two hundred fifty percent (250%) claim or claims shall continue until the disposition of the annual premium currently paid by the Company for such insurance. (c) claims. The rights provisions of each current or former director or officer of the Company (each an “Indemnified Person”) under this Section 6.10 6.7 (i) are expressly intended to benefit each Covered Person, (ii) shall be enforceable by any Covered Person and its heirs and representatives against the Partnership Entities and the Parent Parties, and (iii) shall be in addition to any other rights such Covered Person may or its heirs and representatives have under the Certificate of Incorporation or Bylaws of the Company or any of its Subsidiaries, or under Delaware Law or any other Applicable Law or under any agreement Organizational Documents of any Indemnified Partnership Entity, any indemnification agreements or applicable Law. (f) This Section 6.7 shall not be amended, repealed, terminated or otherwise modified at any time in a manner that would adversely affect the rights of a Covered Person as provided herein except with the Company or any prior written consent of its Subsidiaries. These rights shall survive consummation of the Mergers and are intended to benefit, and shall be enforceable by, each Indemnified such Covered Person.

Indemnification and Insurance. (a) The Certificate of Incorporation From and Bylaws of after the Effective Time, eMerge shall, and shall cause the Surviving Corporation shall contain provisions no less favorable with respect to indemnification than those set forth in the Certificate Entity to, indemnify and hold harmless each present and former director and officer of Incorporation and Bylaws eMerge determined as of the Company, which provisions shall not be amended, repealed or otherwise modified for a period of seven (7) years from the Effective Time (the “Indemnified Parties”) against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities (collectively, “Costs”) incurred in connection with any manner that would adversely affect the rights thereunder claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of individuals who, or pertaining to matters existing or occurring at or prior to the Effective Time were directors(including, officers without limitation, in connection with the transactions contemplated by this Agreement), whether asserted or employees of claimed prior to, at or after the CompanyEffective Time, unless to the fullest extent permitted under the DGCL (and eMerge and the Surviving Entity shall also advance expenses as incurred to the fullest extent permitted under applicable law, provided the Person to whom expenses are advanced provides an undertaking to repay such modifications shall be required by Applicable Lawadvances if it is ultimately determined that such Person is not entitled to indemnification). (b) For a period Any Indemnified Party wishing to claim indemnification under paragraph (a) of seven 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 (7) years following whether arising before or after 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 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 be obligated 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 an aggregate premium in excess all reasonable fees and expenses of two hundred fifty percent (250%) of such counsel for 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 hereofIndemnified Parties promptly as statements therefor are received; provided, however, that neither eMerge or the cost Surviving Entity shall be responsible for the payment of any 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 policy need law firm concludes that it cannot exceed two hundred fifty percent (250%) represent multiple Indemnified Parties, then eMerge and the Surviving Entity shall be responsible for the payment of the annual premium currently paid by the Company for such insurancefees and expenses of up to one law firm per Indemnified Party. (c) The rights of each current or former director or officer of the Company (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 If eMerge or any of its Subsidiaries, successors or under Delaware Law assigns (i) shall consolidate with or merge into any other Applicable Law corporation or under any agreement entity and shall not be the continuing or surviving corporation or entity of any Indemnified Person with the Company such consolidation or any merger or (ii) shall transfer all or substantially all of its Subsidiaries. These rights properties and assets to any individual, corporation or other entity, then and in each such case proper provisions shall survive consummation be made so that the successors and assigns of eMerge shall assume all of the Mergers and obligations set forth in this Section. (d) The provisions of this Section are intended to benefitbe for the benefit of, and shall be enforceable by, each of the Indemnified PersonParties, 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 force as of the date hereof from the Effective Time on terms that in all material respects are no less advantageous to the intended beneficiaries thereof than the existing directors’ and officers’ liability insurance.

Indemnification and Insurance. (a) The Certificate of Incorporation 6.11.1 For three years from and Bylaws after the Effective Time, Texas United shall maintain officers' and directors' liability insurance covering the persons who are presently covered by current officers' and directors' liability insurance policies of the Surviving Corporation shall contain provisions no less favorable Company and 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 "Insurance 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 shall cause its subsidiaries to, maintain and preserve the rights to indemnification than those set forth of officers and directors provided for in the Certificate of Incorporation or charter document and Bylaws By-Laws of the CompanyCompany and each of its Subsidiaries as in effect on the date hereof with respect to indemnification for liabilities and claims arising out of acts, which provisions shall omissions, events, matters or circumstances occurring or existing prior to the Effective Time, including, without limitation, the Merger and the other transactions contemplated by this Agreement, to the extent such rights to indemnification are not be amendedin excess of that permitted by applicable state or federal laws or Regulatory Authorities. 6.11.3 In addition to and without limitation of the rights set forth in section 6.11.2, repealed or otherwise modified for a period of seven (7) six years from after the Effective Time Time, Texas United shall to the fullest extent permitted under applicable law indemnify and hold harmless each present and former director and officer of the Company and FFSB (collectively, the "Indemnified Parties") against any and all costs, expenses (including attorneys' fees), judgments, fines, losses, claims, damages, liabilities and amounts paid in settlement in connection with any manner that would adversely affect the rights thereunder pending, threatened or completed claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of individuals whoor pertaining to any act, at omission, event, matter or circumstance occurring or existing prior to the Effective Time were directors(including, officers without limitation, any claim, action, suit, proceeding or employees investigation arising out of or pertaining to the CompanyMerger or the other transactions contemplated by this Agreement), unless and in the event of any such modifications shall be required by Applicable Law. claim, action, suit, proceeding or investigation (b) For a period of seven (7) years following whether arising before or after the Effective Time, Parent ) (i) Texas United shall maintain officers’ and directors’ liability insurance in respect of acts or omissions occurring prior advance expenses to each such Indemnified Party to the Effective Time covering those persons who are currently covered on fullest extent permitted by law, including the date payment of this Agreement by the Company’s directors’ fees and officers’ liability insurance policy or who becomes covered prior to the Effective Time on terms expenses of one counsel with respect to coverage a matter, and amount no less favorable than those 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 such counsel shall be reasonably satisfactory to Texas United, promptly after statements therefor are received and (ii) Texas United will cooperate 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 defense of any such matter. 6.11.4 Any determination required to 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 made with respect to its current directors’ and officers’ liability insurance policywhether an Indemnified Party's conduct complies with the standards for or prerequisites to indemnification set forth under the Delaware General Corporation Law, 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 current or former director or officer of the Company (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 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 Subsidiariessubsidiaries) and reasonably acceptable to the Indemnified Party, or under Delaware Law or any other Applicable Law or under any agreement and Texas United shall pay such counsel's fees and expenses. 6.11.5 This section 6.11 shall survive the Effective Time, is intended to benefit each of any the Indemnified Person with 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 Company event Texas United or any of its Subsidiaries. These rights successors or assigns (i) consolidates with or merges into any other person and shall survive consummation not be the continuing or surviving corporation or entity of the Mergers such consolidation or merger, or (ii) transfers all or substantially all of its properties and are intended assets to benefitone or more other persons, then, and in each such case, proper provision shall be enforceable by, each 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 all expenses (including attorneys' fees) that may be reasonably incurred by any Indemnified PersonParty in enforcing the indemnity and other obligations provided for in this Section 6.11 if the Indemnified Party is successful in whole or any material part or if any dispute relating thereto is settled or compromised.

Indemnification and Insurance. (a) The Certificate of Incorporation Parent and Bylaws Acquisition Sub hereby agree that all rights to indemnification now existing in favor of the Surviving Corporation shall contain provisions no less favorable with respect to indemnification than those set forth in the Certificate directors or officers of Incorporation and Bylaws 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 its Subsidiaries (the "Indemnified Parties") as currently provided in effect on the date hereof; providedtheir respective certificates or articles of incorporation or organization and By-Laws or in any agreements, 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 (contracts 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 current or former director or officer of the Company (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, or under Delaware Law or any other Applicable Law or under any agreement of any Indemnified Person arrangements with the Company or any of its Subsidiaries. These rights Subsidiaries in effect on the date hereof and previously furnished to Parent and to the extent not in violation of applicable state law, shall survive consummation the Merger and shall continue in full force and effect for a period of five (5) years from the Effective Date; provided that, in the event any claim or claims are asserted or made within such five (5) year period, all rights to indemnification in respect of any such claim or claims shall continue until the disposition of any and all such claims. Without limiting the foregoing, to the extent currently provided in the certificates or articles of incorporation or organization and By-Laws of the Mergers Company and are intended its Subsidiaries and Massachusetts law, or agreements, contracts or arrangements disclosed to benefitParent with the Company or any of the Subsidiaries, in the event that any Indemnified Party becomes involved in any capacity in any action, proceeding or investigation in connection with any matter, including the transaction contemplated by this Agreement, occurring prior to, and including, the Effective Date, or otherwise relating to or arising out of such matters, Parent or the Surviving Corporation shall periodically advance to such Indemnified Party his or her legal and other expenses (including the costs of any investigation and preparation incurred in connection therewith). Parent shall use all reasonable efforts to maintain in effect, 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 enforceable byin excess of 200% of the last annual premium paid prior to the date of this Agreement (the "Maximum Premium"). If the existing D&O Insurance expires, each Indemnified Personis terminated or cancelled during such two-year period, Parent will use all reasonable efforts to cause to be obtained as much D&O Insurance as can be obtained for the remainder of such period for an annualized premium not in excess of the Maximum Premium, on terms and conditions no less advantageous than the existing D&O Insurance. The Company represents to Parent that the Maximum Premium is $179,000.

Indemnification and Insurance. (a) The Certificate of Incorporation Parent and Bylaws of the Surviving Corporation shall contain provisions no less favorable with respect Merger Sub agree that all rights to indemnification than those set forth by the Company now existing in favor of each person who is now, or has been at any time prior to the Certificate of Incorporation and Bylaws of the Company, which provisions shall not be amended, repealed date hereof 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 who becomes prior to the Effective Time were directors, officers an officer or employees director of the Company 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 Company’s certificate of incorporation or bylaws, unless such modifications in each case as in effect on the date of this Agreement, or pursuant to any other agreements in effect on the date hereof, including provisions relating to the advancement of expenses incurred in the defense of any action or suit, shall survive the Merger and shall remain in full force and effect. From and after the Effective Time, Parent and the Surviving Corporation shall be required by Applicable Lawjointly and severally liable to pay and perform in a timely manner such indemnification obligations. (b) For a period of seven (7) years following the Effective Time, Parent shall cause the Surviving Corporation to maintain the Company’s officers’ and directors’ liability insurance policies, in respect of acts or omissions occurring prior to the Effective Time covering those persons who are currently covered effect on the date of this Agreement by (the Company’s directors’ and officers’ liability insurance policy “D&O Insurance”), for a period of not less than six years after the Effective Time, but only to the extent related to actions or who becomes covered omissions prior to the Effective Time on Time; provided that (i) the Surviving Corporation may substitute therefor policies of at least the same coverage and amounts containing terms no less advantageous to such former directors or officers and (ii) such substitution shall not result in gaps or lapses of coverage with respect to coverage and amount no less favorable than those in matters occurring prior to the current directors’ and officers’ liability insurance policy maintained by the Company and in effect on the date hereofEffective Time; provided, thatfurther, that in satisfying its obligation under this Section 6.10(b), no event shall Parent shall not or the Surviving Corporation be obligated required to pay expend more than 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 equal to its 300% of 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 premiums paid by the Company for such insuranceinsurance (the “Maximum Amount”) to maintain or procure insurance coverage pursuant hereto; and provided, further, that if the amount of the annual premiums necessary to maintain or procure such insurance coverage exceeds the Maximum Amount, Parent and the Surviving Corporation shall procure and maintain for such six-year period as much coverage as reasonably practicable for the Maximum Amount. Parent shall have the 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 6.9(b). (c) The rights obligations of each current or former director or officer of Parent and the Company (each an “Indemnified Person”) Surviving Corporation under this Section 6.10 6.9 shall survive the consummation of the Merger and shall not be terminated or modified in such a manner as to adversely affect any Indemnified Party to whom this Section 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 in addition to any rights such Person third party beneficiaries of this Section 6.9, each of whom may have under enforce the Certificate provisions of Incorporation this Section 6.9). (d) If Parent or Bylaws of the Company Surviving Corporation or any of its Subsidiaries, their respective successors or under Delaware Law assigns (i) consolidates with or merges into any other Applicable Law Person and shall not be the continuing or under any agreement Surviving Corporation or entity of any Indemnified Person with the Company such consolidation or any merger or (ii) transfers all or substantially all of its Subsidiaries. These rights shall survive consummation of the Mergers properties and are intended assets to benefitany Person, then, and in each such case, proper provision shall be enforceable bymade so that the successors and assigns of Parent or the Surviving Corporation, each Indemnified Personas the case may be, shall assume the obligations set forth in this Section 6.9.

Indemnification and Insurance. (a) The Certificate Parent Parties agree that all rights to indemnification, exculpation and advancement of Incorporation expenses, elimination of liability and Bylaws exculpation from liabilities existing in favor of (i) any natural Person (together with such Person’s heirs, executors, and administrators) who is or was, or at any time prior to the Closing Date becomes, an officer, director or manager of any Partnership Entity or (ii) any natural Person (together with such Person’s heirs, executors, and administrators) who is or was, or at any time prior to the Closing Date serves, at the request of any Partnership Entity, as an officer, director, member, general partner, fiduciary or trustee of another Person (other than Persons solely providing, on a fee for service basis, trustee, fiduciary or custodial services) (each, a “Covered Person”), as provided in the respective Organizational Documents of such Partnership Entities in effect as of the Surviving Corporation shall contain provisions no less favorable with respect date of this Agreement, or pursuant to indemnification than those set forth any other agreements in effect on the Certificate of Incorporation date hereof and Bylaws disclosed in Section 6.7(a) of the CompanyPartnership Disclosure Schedule, which provisions shall not be amended, repealed or otherwise modified survive the Closing and shall continue in full force and effect for a period of seven (7) 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 Time Parent 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 thereunder of individuals whoany 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 Effective Time were directorsClosing; provided that the Partnership Entities, officers or employees the Parent Parties on behalf of the CompanyPartnership 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, unless such modifications shall be required by Applicable Law. (b) For a period of seven (7) years following the Effective Timeevents, Parent shall maintain officers’ and directors’ liability insurance in respect of acts occurrences or omissions occurring or arising at or prior to the Effective Time covering those persons who are currently covered on 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 by Agreement; provided that Parent Parties and 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 Partnership Entities shall not be obligated required to pay an aggregate premium premiums for such insurance policy in excess of two hundred fifty percent (250%) 350% of the amount per annum the Company last annual premium 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 hereofhereof for such coverage but shall purchase as much of such coverage as possible for such applicable amount. AlternativelyIn 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, in full satisfaction 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 under set forth in this Section 6.10(b), Parent may purchase 6.7. (d) The provisions of this Section 6.7 shall survive the consummation of the transactions contemplated hereby for 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 hereofperiod of six years; provided, however, that in the cost event that any claim or claims for indemnification or advancement of expenses set forth in this Section 6.7 are asserted or made within such six-year period, all rights to indemnification and advancement of expenses in respect of any such policy need not exceed two hundred fifty percent (250%) claim or claims shall continue until the disposition of the annual premium currently paid by the Company for such insurance. (c) claims. The rights provisions of each current or former director or officer of the Company (each an “Indemnified Person”) under this Section 6.10 6.7 (i) are expressly intended to benefit each Covered Person, (ii) shall be enforceable by any Covered Person and its heirs and representatives against the Partnership Entities and the Parent Parties, and (iii) shall be in addition to any other rights such Covered Person may or its heirs and representatives have under the Certificate of Incorporation or Bylaws of the Company or any of its Subsidiaries, or under Delaware Law or any other Applicable Law or under any agreement Organizational Documents of any Indemnified Partnership Entity, any indemnification agreements or applicable Law. (e) This Section 6.7 shall not be amended, repealed, terminated or otherwise modified at any time in a manner that would adversely affect the rights of a Covered Person as provided herein except with the Company or any prior written consent of its Subsidiaries. These rights shall survive consummation of the Mergers and are intended to benefit, and shall be enforceable by, each Indemnified such Covered Person.

Indemnification and Insurance. (a) The Certificate From and after the Effective Time, the Surviving Corporation and Parent shall indemnify and hold harmless all past and present directors and officers (including as a fiduciary with respect to an employee benefit plan) of Incorporation the Company (collectively, together with such Persons’ heirs, executors and Bylaws administrators, the “Covered Persons”) to the extent provided in the Company Organizational Documents or in any agreement between the Company and a Covered Person (in each case as in effect as of the date hereof and made available to Parent) against any costs and expenses (including advancing attorneys’ fees and expenses in advance of the final disposition of any actual or threatened Proceeding or investigation to each Covered Person to the fullest extent permitted by Law), judgments, fines, losses, claims, damages, liabilities and amounts paid in settlement in connection with any actual or threatened Proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of (i) the fact that any Covered Person is or was prior to the Effective Time a director, officer, employee or agent of the Company; (ii) any action or omission, or alleged action or omission, prior to the Effective Time in such Covered Person’s capacity as a director, officer, employee or agent of the Company, or taken at the request of the Company (including in connection with serving at the request of the Company as a director, officer, employee, agent, trustee or fiduciary of another Person (including any employee benefit plan), regardless of whether such action or omission, or alleged action or omission, occurred prior to or at the Effective Time); and (iii) the Merger, as well as any actions taken prior to the Effective Time by the Company, Parent or Merger Sub with respect thereto, except that if, at any time prior to the sixth anniversary of the Effective Time, any Covered Person delivers to Parent a written notice asserting a good faith claim for indemnification pursuant to this Section 5.11(a), then the claim asserted in such notice will survive the sixth anniversary of the Effective Time until such claim is fully and finally resolved. In the event of any such Proceeding or investigation, Parent and the Surviving Corporation shall cooperate with the Covered Person in the defense of any such Proceeding or investigation. Any Indemnified Person shall not settle or compromise, or consent to the entry of any judgment with respect thereto, any Legal Proceeding for which he or she has submitted or may submit an indemnification claim pursuant to this Section 5.11(a) without the prior written consent of Parent (not to be unreasonably withheld, conditioned or delayed). (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 exculpation, indemnification than those set forth in the Certificate of Incorporation and Bylaws advancement of the Company, which provisions shall not be amended, repealed or otherwise modified expenses to Covered Persons for a period of seven (7) years from the Effective Time in any manner that would adversely affect the rights thereunder of individuals who, periods at or prior to the Effective Time were directorsthan are set forth in the respective certificate of incorporation, officers bylaws or employees other organizational document of the CompanyCompany as in effect as of the date hereof. Notwithstanding anything herein to the contrary, unless if any Proceeding or investigation (whether arising before, at or after the Effective Time) is made or threatened against such modifications Persons 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 5.11(b) shall be required by Applicable Law. (b) For a period continue in effect until the final disposition of seven (7) years following such Proceeding or investigation. Following the Effective Time, Parent and the Surviving Corporation shall maintain officers’ and directors’ liability insurance not terminate, or purport to amend or modify, the indemnification agreements in respect of acts or omissions occurring existence on the date hereof with any Covered Person. (c) The Company shall purchase, prior to the Effective Time covering those persons who are currently covered Time, a six (6)-year prepaid “tail” policy on terms and conditions providing substantially equivalent benefits as the date current policies 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’ fiduciary liability insurance policy maintained by the Company with respect to matters arising on or before the Effective Time, covering without limitation the transactions contemplated hereby and in effect on full prior acts coverage for all acts or omissions taking place before the date hereoftail becomes effective; provided, that, in satisfying its obligation under this Section 6.10(b), Parent provided that the Company shall not be obligated to pay an aggregate premium annual premiums in excess of two hundred fifty percent (250%) 300% of the amount per annum last annual premium paid by 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, hereof 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 coverage required to be obtained pursuant hereto, but in such case shall purchase as much coverage as reasonably practicable for such insuranceamount. (cd) The rights In the event that Parent or the Surviving Corporation (i) consolidates with or merges into any other Person and shall not be the continuing or surviving corporation or entity of each current such consolidation or former director merger or officer (ii) transfers all or substantially all of its properties and assets to any Person, then proper provision shall be made so that such continuing or surviving corporation or entity or transferee of such assets, as the case may be, shall assume all of the Company (each an “Indemnified Person”) under obligations set forth in 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, or under Delaware Law or any other Applicable Law or under any agreement of any Indemnified Person with the Company or any of its Subsidiaries. These rights shall survive consummation of the Mergers and are 5.11. (e) This covenant is intended to benefitbe for the benefit of, and shall be enforceable by, each Indemnified Personof the Covered Persons and their respective heirs and legal representatives. The rights to indemnification, advancement, insurance coverage and the other rights provided for herein shall not be deemed exclusive of any other rights to which any Covered Person is entitled, whether pursuant to Law, Contract or otherwise. (f) The obligations of the Surviving Corporation and Parent pursuant to this Section 5.11 will be joint and several.

Indemnification and Insurance. (a) The Certificate of Incorporation and Bylaws of the Surviving Corporation shall contain provisions no less favorable with respect to and the Company agree that, except as may be limited by applicable Laws, for six years from and after the Effective Time, the indemnification than those obligations set forth in the Certificate Company's Articles of Incorporation and Bylaws the Company's By-Laws, in each case as of the Companydate of this Agreement, which provisions shall survive the Merger and shall not be amended, repealed or otherwise modified for a period of seven (7) years from after the Effective Time in any manner that would adversely affect the rights thereunder of the individuals who, who on or at or any time prior to the Effective Time were directorsentitled to indemnification thereunder with respect to matters occurring prior to the Effective Time. In addition, officers or employees the Surviving Corporation and Company agree that, except as may be limited by applicable Laws, the indemnification obligations of the CompanyCompany as set forth in other indemnification agreements to which it is a party and as disclosed in Section 7.06 of the Company Disclosure Statement, unless such modifications shall not be required amended, repealed or otherwise modified after the Effective Time except as permitted by Applicable Lawthe terms and provisions of those agreements. (b) For a period The Company shall maintain in effect, for three years or until the applicable statute of seven (7) years following limitations expires but in no event longer than four years, from and after the Effective Time, Parent shall maintain directors' and officers’ and directors’ ' liability insurance policies covering the persons who are currently covered in their capacities as such directors and officers (the "COVERED PARTIES") by the Company's current directors' and officers' policies and on terms not materially less favorable than the existing insurance coverage with respect of acts or omissions to matters occurring prior to the Effective Time; PROVIDED, HOWEVER, in the event the annual premium for such coverage exceeds an amount equal to 200% of the last annual premium paid immediately prior to the date hereof by the Company for such coverage, the Surviving Corporation shall notify the Covered Parties who shall then elect as a group either (i) to allow the Surviving Corporation to obtain as much comparable insurance as possible for an annual premium equal to 200% of the last annual premium paid immediately prior to the date hereof by the Company, or (ii) to seek coverage from another carrier, in which event the Surviving Corporation shall reimburse the Covered Parties the cost of such alternate coverage up to an amount equal to 200% of the last annual premium paid immediately prior to the date hereof by the Company for such coverage. (c) In addition to, and not in lieu of the foregoing, the Surviving Corporation shall indemnify, defend and hold harmless all officers and directors of the Company (the "INDEMNIFIED Parties") to the fullest extent permitted by Florida Law and in the Articles of Incorporation and By-laws of the Company, as in effect as of the date hereof, from and against all liabilities, costs, expenses and claims (including without limitation reasonable legal fees and disbursements, which shall be paid, reimbursed or advanced by the Surviving Corporation in a manner consistent with applicable provisions of the Surviving Corporation's By-laws) arising out of the actions taken prior to the Effective Time covering those persons who are currently covered on in performance of their duties as directors or officers of the Company, in connection with the Merger and other transactions contemplated hereby, which may be asserted against the Indemnified Parties from and after the date of this Agreement by the Company’s directors’ and officers’ liability insurance policy or who becomes covered prior PROVIDED, HOWEVER, that Surviving Corporation's obligations 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 Indemnified Parties under this Section 6.10(b), Parent 7.06(d) 37 42 shall not be obligated to pay an aggregate premium in excess of two hundred fifty percent (250%) effective until consummation of the amount per annum the Company paid in its last full fiscal year with respect to its current directors’ and officers’ liability insurance policyMerger; PROVIDED, 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, howeverFURTHER, that the cost Surviving Corporation shall not have any obligation hereunder to any Indemnified Party if the indemnification of any such policy need not exceed two hundred fifty percent (250%) Indemnified Party in the manner contemplated hereby is determined pursuant to a final non-appealable judgment rendered by a court of competent jurisdiction to be prohibited by applicable Law or if the indemnification of the annual premium currently paid by Indemnified Party is not within the Company for such insurancepower of the Surviving Corporation under Florida Law. (cd) The rights of each current In the event that any action, suit, proceeding or former director investigation relating thereto or officer of to the Company (each an “Indemnified Person”) under transactions contemplated by this Section 6.10 shall be in addition Agreement is commenced, whether before or after the Effective Time, the parties hereto agree to any rights such Person may have under the Certificate of Incorporation or Bylaws of the Company or any of its Subsidiaries, or under Delaware Law or any other Applicable Law or under any agreement of any Indemnified Person with the Company or any of its Subsidiaries. These rights shall survive consummation of the Mergers cooperate and are intended use their respective reasonable efforts to benefit, vigorously defend against and shall be enforceable by, each Indemnified Personrespond thereto.

Indemnification and Insurance. (a) The Certificate of Incorporation For six years after the Effective Time, Quest shall indemnify and Bylaws hold harmless and advance expenses to, to the greatest extent permitted by law as of the Surviving Corporation shall contain provisions no less favorable with respect to indemnification than those set forth in date of this Agreement, the Certificate of Incorporation and Bylaws 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, who at or prior to the Effective Time were directorsofficers and directors of Pinnacle and its Subsidiaries with respect to all acts or omissions by them in their capacities as such or taken at the request of Pinnacle at any time prior to the Effective Time. Quest will honor all indemnification agreements, expense advancement and exculpation provisions with the individuals who at or prior to the Effective Time were officers and directors of Pinnacle or employees its Subsidiaries (including under Pinnacle’s certificate of incorporation or by-laws) in effect as of the Company, unless date hereof in accordance with the terms thereof. Pinnacle has disclosed to Quest all such modifications shall be required by Applicable Lawindemnification agreements prior to the date hereof. (b) For a period of seven (7) six years following after the Effective Time, Parent Quest shall maintain cause to be maintained officers’ and directors’ liability insurance in respect covering all officers and directors of acts Pinnacle who are, or omissions occurring at any time prior to the Effective Time covering those were, covered by Pinnacle’s existing officers’ and directors’ liability insurance policies on terms substantially no less advantageous to such persons who are currently covered on than such existing insurance, provided that Quest shall not be required to pay annual premiums in excess of 200% of the last annual premium paid by Pinnacle prior to the date of this Agreement by (the Company’s directors’ and officers’ liability insurance policy or who becomes covered prior to amount of which premium is set forth in Section 7.13 of 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(bPinnacle Disclosure Letter), Parent but in such case 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 as much 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 as reasonably practicable for such insuranceamount. (c) The rights of each current or former director or officer of the Company (each an “Indemnified Person”person identified in Section 7.13(a) under this Section 6.10 shall be in addition to any other rights such Person person may have under the Certificate certificate of Incorporation incorporation or Bylaws bylaws of the Company Pinnacle or any of its Subsidiaries, or under Delaware Law or any other Applicable Law or under any agreement otherwise. The provisions of any Indemnified Person with this Section 7.13 shall survive the Company consummation of the Merger and expressly are intended to benefit each such person. (d) In the event Quest or any of its Subsidiaries. These rights shall survive consummation of the Mergers and are intended to benefit, successors or assigns (i) consolidates with or merges into any other person and shall not be enforceable bythe continuing or surviving corporation or entity in such consolidation or merger or (ii) transfers all or substantially all of its properties and assets to any person, each Indemnified Personthen 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. (a) The By-Laws and Certificate of Incorporation and Bylaws of the Surviving Corporation 1 shall contain the provisions no less favorable with respect to indemnification than those set forth in the By-Laws and Certificate of Incorporation and Bylaws of THCG on the Companydate hereof, which provisions shall not be amended, repealed or otherwise modified for a period of seven (7) 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, who at or prior to the First Effective Time were directors, officers officers, employees or employees agents of the CompanyWalnut or its Subsidiaries, unless such modifications shall be modification is required after the First Effective Time by Applicable Law. (b) For a period Surviving Corporation 1 shall, to the fullest extent permitted under applicable law or under the Certificate of seven 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 (7collectively, the "INDEMNIFIED PARTIES") years following against any costs or expenses (including reasonable attorneys' fees), judgments, fines, losses, claims, damages, liabilities and amounts paid in settlement in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative (collectively, "Actions"), (x) arising out of or pertaining to the Effective Time, Parent shall maintain officers’ transactions contemplated by this Agreement and directors’ liability insurance in the Transaction Documents and the Related Agreements or (y) otherwise with respect of to any acts or omissions occurring at or prior to the First 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 Time, in each case to the Effective Time on terms with respect to coverage and amount no less favorable than those same extent (including any provision for the advancement of expenses) as provided in the current directors’ and officers’ liability insurance policy maintained by the Company and Walnut Charter Documents as in effect on the date hereof, in each case for a period of six years after the First Effective Time; provided, however, that, in satisfying its obligation under this Section 6.10(bthe event that any claim or claims for indemnification are asserted or made within such six-year period, all rights to indemnification in respect of any such claim or claims shall continue until the disposition of any and all such claims. In the event of any such Action (whether arising before or after the First Effective Time), Parent the Indemnified Parties shall promptly notify Surviving Corporation 1 in writing, but the failure to so notify 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 relieve Surviving Corporation 1 of its obligations under this Section 6.10(b)5.16(b) except to the extent it is materially prejudiced by such failure, Parent 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 purchase 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 Indemnified Parties as a seven (7) year prepaid (or “tail”) policy on terms group may retain only one law firm to represent them in each applicable jurisdiction with respect to coverage any single Action unless there is, under applicable standards of professional conduct, a conflict on any significant issue between the positions of any two or more Indemnified Parties, in which case each Indemnified 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; (iii) after the First Effective Time, Surviving Corporation 1 shall pay the reasonable fees and amount no less favorable than those expenses of such counsel, promptly after statements therefor are received; and (iv) Surviving Corporation 1 will cooperate in the current defense of any such 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 maintained by (a correct and complete copy of which has been made available to the Company Company) on terms comparable to those now applicable to directors and in effect on the date hereofofficers of Walnut; provided, however, that the cost in no event shall Surviving Corporation 1 be required to expend in excess of any such policy need not exceed two hundred fifty percent (250%) 150% of the annual premium currently paid by the Company Walnut for such insurancecoverage; and provided further, that if the premium for such coverage exceeds such amount, Surviving Corporation 1 shall purchase a policy with the greatest coverage available for such 150% of such annual premium. (cd) The rights provisions of each current or former director or officer of the Company (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, or under Delaware Law or any other Applicable Law or under any agreement of any Indemnified Person with the Company or any of its Subsidiaries. These rights 5.16 shall survive the consummation of the Mergers and are Mergers, is intended to benefitbenefit Surviving Corporation 1 and the Indemnified Parties, shall be binding on all successors and assigns of Surviving Corporation 1 and shall be enforceable by, each by the Indemnified PersonParties.

Indemnification and Insurance. (a) The Certificate of Incorporation From and Bylaws after the Effective Time, Acquiror and the Surviving Entity agree that they shall indemnify and hold harmless each present and former director and officer of the Company and each of its Subsidiaries against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred in connection with any Action, whether civil, criminal, administrative or investigative, arising out of or pertaining to matters existing or occurring at or prior to the Effective Time, whether asserted or claimed prior to, at or after the Effective Time, to the fullest extent that 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 effect on the date of this Agreement to indemnify such Person (including the advancing of expenses as incurred to the fullest extent permitted under applicable Law). Without limiting the foregoing, Acquiror shall, and shall cause the Surviving Corporation shall contain provisions no less favorable with respect to indemnification than those set forth in the Certificate of Incorporation Entity and Bylaws of the Companyits Subsidiaries to, which provisions shall not be amended, repealed or otherwise modified (i) maintain for a period of seven not less than six (76) 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 manner respect that would adversely affect the rights thereunder of individuals whothose Persons thereunder, at or prior 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 the Effective Time were directorshonor, officers or employees each of the Company, unless such modifications shall be required by Applicable Lawcovenants in this Section 7.02. (b) For a period of seven (7) years following Prior to the Effective Time, Parent Acquiror shall maintain officers’ and directors’ liability be permitted to obtain a “tail” insurance in respect of acts or omissions occurring prior to the Effective Time policy covering those persons Persons who are currently covered on the date of this Agreement by the CompanyAcquiror’s directors’ and officers’ liability insurance policy or who becomes covered policies, that provides coverage for up to a six-year period from and after the Effective Time for events occurring prior to the Effective Time on terms (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 Entity 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 timely pay or cause to be paid all premiums 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 insuranceTail Insurance. (c) Notwithstanding anything contained in this Agreement to the contrary, this Section 7.02 shall survive the consummation of the Merger indefinitely and shall be binding, jointly and severally, on Acquiror and the Surviving Entity and all successors and assigns of Acquiror and the Surviving Entity. In the event that Acquiror, the Surviving Entity or any of their respective successors or assigns consolidates with or merges into any other Person and shall not be the continuing or surviving corporation or entity of such consolidation or merger or transfers or conveys all or substantially all of its properties and assets to any Person, then, and in each such case, Acquiror and the Surviving Entity shall ensure that proper provision shall be made so that the successors and assigns of Acquiror or the Surviving Entity, as the case may be, shall succeed to the obligations set forth in this Section 7.02. The rights obligations of each current 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 or and officer of the Company (each an “Indemnified Person”) under this Section 6.10 shall be in addition to any rights such Person may have under without the Certificate of Incorporation or Bylaws consent of the Company or any of its Subsidiaries, or under Delaware Law or any other Applicable Law or under any agreement of any Indemnified Person with the Company or any of its Subsidiaries. These rights shall survive consummation of the Mergers and are intended to benefit, and shall be enforceable by, each Indemnified affected Person.

Indemnification and Insurance. (a) The Certificate Parent and Merger Sub agree that all rights to indemnification by the Company now existing in favor of Incorporation each individual 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 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 Company’s certificate of incorporation or bylaws, in each case as in effect on the date of this Agreement, or pursuant to any other agreements in effect on the date hereof, including provisions relating to the advancement of expenses incurred in the defense of any action or suit, shall survive the Merger and Bylaws shall 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 no less favorable with respect to indemnification than those 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 certificate of Incorporation incorporation and Bylaws bylaws of the CompanyCompany as of the date hereof, which and during such six-year period, such provisions shall not be amendedrepealed, repealed materially amended 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 material respect except as required by Applicable applicable Law. (b) For a period of seven (7) years following the Effective Time, Parent The Surviving Corporation shall maintain the Company’s officers’ and directors’ liability insurance policies, in respect of acts or omissions occurring prior to the Effective Time covering those persons who are currently covered effect on the date of this Agreement by (the Company’s directors’ and officers’ liability insurance policy “D&O Insurance”), for a period of not less than six years after the Effective Time, but only to the extent related to actions or who becomes covered omissions prior to the Effective Time on Time; provided that (i) the Surviving Corporation may substitute therefor policies of at least the same coverage and amounts, in the aggregate, and containing terms no less advantageous to such former directors or officers and (ii) such substitution shall not result in gaps or lapses of coverage with respect to coverage and matters occurring prior to the Effective Time; provided, further, that in no event shall the Surviving Corporation be required to expend more than an amount no less favorable than those in the per year equal to 300% of current directors’ and officers’ liability insurance policy maintained 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 if the amount of the annual premiums necessary to maintain or procure such insurance coverage exceeds the Maximum Amount, the Surviving Corporation shall procure and maintain for such six-year period as much coverage as reasonably practicable for the Maximum Amount. Prior to the Effective Time, notwithstanding anything to the contrary set forth in effect this Agreement, the Company may, without Parent’s prior consent, purchase a six-year “tail” prepaid policy on the date hereof; providedD&O Insurance at a cost per year covered for such tail policy not to exceed the Maximum Amount, that, in satisfying its obligation under and such “tail” policy shall satisfy the provisions of this Section 6.10(b6.9(b). (c) Without limiting the generality of the provisions of Section 6.9(a), Parent shall not be obligated to pay an aggregate premium in excess of two hundred fifty percent during the period commencing at the Effective Time and ending on the sixth (250%6th) anniversary of the amount per annum Effective Time, the Surviving Corporation shall indemnify and hold harmless each Indemnified Party from and against, and advance expenses to each Indemnified Party in 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 (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 paid in its last full fiscal year with respect to its current directors’ and officers’ liability insurance policyor any of the Company Subsidiaries (regardless of whether such action or omission, which amount Company has disclosed to Parent or alleged action or omission, occurred prior to to, at or after the date hereof. Alternatively, in full satisfaction of its obligations under this Section 6.10(bEffective Time), Parent may purchase a seven or (7ii) year prepaid (or “tail”) policy on terms with respect to coverage and amount no less favorable than those in any of the current directors’ and officers’ liability insurance policy maintained by the Company and in effect on the date hereofTransactions; provided, however, that if, at any time prior to the cost sixth (6th) anniversary of the Effective Time, any Indemnified Party delivers to Parent or the Surviving Corporation a written notice asserting a claim for indemnification under this Section 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 policy need 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 be entitled to retain his or her own counsel, whether or not exceed two hundred fifty percent the Surviving Corporation shall elect to control the defense of any such claim, proceeding, investigation or inquiry; (250%C) the Surviving Corporation shall pay the reasonable fees and expenses of such counsel promptly after statements therefor are received, whether or not the annual premium currently 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 Company for such insuranceSurviving Corporation pursuant to its indemnification obligations set forth herein. (cd) 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 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 each current or former director or officer of the Company (each an “Indemnified Person”) Persons under this Section 6.10 6.9 shall be in addition to to, and not in substitution for, any other rights that such Person individuals may have under the Certificate certificates of Incorporation incorporation, bylaws or Bylaws 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 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 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 its Subsidiaries, or under Delaware Law or any other Applicable Law or under any agreement of any Indemnified Person with the Company or Subsidiaries for any of its Subsidiaries. These rights shall survive consummation of their respective directors, officers or other employees, it being understood and agreed that the Mergers and are intended indemnification provided for in this Section 6.9 is not prior to benefit, and shall be enforceable by, each Indemnified Personor in substitution for any such claims under such policies.

Indemnification and Insurance. (a) The Certificate of Incorporation From and Bylaws after the Effective Time, Acquiror agrees that it shall indemnify and hold harmless each present and former director, officer and employee of the Surviving Corporation shall contain provisions no less favorable (x) Company and each of its Subsidiaries (in each case, solely to the extent acting in their capacity as such) (the “Company Indemnified Parties”) and (y) Acquiror and each of its Subsidiaries (the “Acquiror Indemnified Parties” together with respect the Company Indemnified Parties, the “D&O Indemnified Parties”) against any 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 indemnification than those set forth in matters existing or occurring at or prior to the Certificate of Incorporation and Bylaws of Effective Time, whether asserted or claimed prior to, at or after the Effective Time, to the fullest extent that the Company, which provisions 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 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 applicable Law). Without limiting the foregoing, Acquiror shall, and shall not be amended, repealed or otherwise modified cause its Subsidiaries to (i) maintain for a period of seven not less than six (76) 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 officers, directors, employees, and agents that are no less favorable to those Persons than the provisions of the Governing Documents of the Company, 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 manner respect that would adversely affect the rights thereunder of individuals whothose 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 Effective Time were directorsClosing, officers and both Acquiror and the Company shall maintain, or employees of the Companycause to be maintained, unless such modifications shall be required by Applicable Law. (b) For in effect for a period of seven six (76) years immediately following the Effective Time, Parent shall maintain officers’ without any lapse in coverage, prepaid and directors’ liability noncancelable “tail” 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 providing directors’ and officers’ liability insurance policy or who becomes covered prior to coverage for the Effective Time benefit of 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 coverage scope of coverage, limits and amount retentions) that are substantially the same as (and no less favorable than those in the aggregate to the Persons covered thereby) the coverage provided under Acquiror’s current directors’ and officers’ liability insurance policy maintained by the Company and in effect on policies as of the date hereofof this Agreement; provided, that, in satisfying its obligation under this Section 6.10(b), Parent that the Company shall not be obligated required to pay an aggregate premium for the Acquiror D&O Tail Insurance in excess of (i) two hundred fifty percent (250200%) of the amount per annum annual premium paid for the Company paid in its last full fiscal year with respect to its Acquiror’s current directors’ and officers’ liability insurance policy, which amount Company has disclosed to Parent policies as of the date of this Agreement if Closing occurs prior to the date hereof. AlternativelyAugust 5, in full satisfaction of its obligations under this Section 6.10(b), Parent may purchase a seven 2021 or (7ii) 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 for the Acquiror’s current directors’ and officers’ liability insurance 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 premium for the Acquiror D&O Tail Insurance would exceed the Acquiror Maximum Amount or such coverage is not otherwise available, then the Company shall purchase the maximum coverage available for such insurancethe Acquiror Maximum Amount. (c) The rights Company shall purchase and maintain, at its cost and expense, and Acquiror shall cause the Company to purchase and maintain, in effect for a period of each 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 or former director or officer directors’ and officers’ liability insurance policies as of the date of this Agreement; provided, that the Company shall not be required to pay for any annual period of the Company D&O Insurance an aggregate premium in excess of three hundred fifty (each an 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 “Indemnified PersonCompany Maximum Amount”) under ); 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 6.10 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 for the Company’s existing directors’ and officers’ insurance policies providing equivalent coverage to that described in this Section 7.7(c) for an aggregate premium 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 “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 in addition to any rights such Person may have under binding, jointly and severally, on Acquiror and all successors and assigns of Acquiror. In the Certificate of Incorporation or Bylaws of the Company event that Acquiror or any of its Subsidiaries, successors or under Delaware Law assigns consolidates with or merges into any other Applicable Law Person and shall not be the continuing or under surviving corporation or entity of such consolidation or merger or transfers or conveys all or substantially all of its properties and assets to any agreement Person, then, and in each such case, Acquiror shall ensure that proper provision shall be made so that the successors and assigns of any Indemnified Person 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 Company or any post-Closing directors and officers of its Subsidiaries. These rights Acquiror, which indemnification agreements shall survive consummation of continue to be effective following the Mergers and are intended to benefit, and shall be enforceable by, each Indemnified PersonClosing.

Indemnification and Insurance. (a) The Certificate of Incorporation From and Bylaws of after the Effective Time, the Surviving Corporation shall, and Parent shall contain provisions no less favorable with respect to indemnification than those set forth in cause the Certificate of Incorporation and Bylaws of Surviving Corporation to, indemnify 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, who at or prior to the Effective Time were directors, directors or officers or employees of the CompanyCompany or of a Subsidiary of the Company (collectively, unless the “Indemnitees”) with respect to all acts or omissions by them in their capacities as such modifications shall be at any time prior to the Effective Time, to the fullest extent (A) required by Applicable 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, (B) permitted under applicable Law. (b) For a period The Company may (or at the request of seven (7Parent, shall use commercially reasonable efforts to) years following obtain, at or prior to the Effective Time, Parent shall maintain officersprepaid (or “tail”) directors’ and directorsofficers’ liability insurance in policies with respect of to acts or omissions occurring prior to the Effective Time that were committed by such officers and directors in their capacity as such for six (6) years from the Effective Time, covering those persons who 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 covered in effect on the date of this Agreement Agreement; provided, however, that, without the prior written consent of Parent, the Company may not expend per year of coverage more than 250% of the amount currently expended by the Company’s 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 directors of the Company immediately prior to the Effective Time who are then covered by the directors’ and officers’ liability insurance policy currently maintained by the Company (a correct and complete copy of which has heretofore been delivered to Parent) to be covered for a period of six (6) years from the Effective Time by such policy (provided that Parent may substitute therefor policies of at least the same coverage and amounts containing terms and conditions that are not less advantageous than such policy) with respect to acts or who becomes covered omissions occurring prior to the Effective Time on terms with respect to coverage that were committed by such officers and amount no less favorable than those directors in the current directors’ and officers’ liability insurance policy maintained by the Company and in effect on the date hereoftheir capacity as such; provided, that, that in satisfying its obligation under this Section 6.10(b)no event shall Parent be required to expend per year of coverage more than the Maximum D&O Amount. If notwithstanding the use of reasonable best efforts to do so, Parent shall not be obligated or the Company, as applicable, is unable to pay an aggregate premium in excess of two hundred fifty percent (250%) of maintain or obtain 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 called for by this Section 6.10(b)paragraph, Parent or the Company, as applicable, shall obtain as much comparable insurance as available for the Maximum D&O Amount. The Indemnitees may purchase a seven (7) year prepaid (or “tail”) policy on terms with respect be required to coverage make reasonable application and amount no less favorable than those in provide reasonable and customary representations and warranties to applicable insurance carriers for the current directors’ and officers’ liability insurance policy maintained by the Company and in effect on the date hereof; provided, however, that the cost purpose of any such policy need not exceed two hundred fifty percent (250%) of the annual premium currently paid by the Company for obtaining such insurance. (c) The rights 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 current Indemnitee and his or former director or officer of the Company (each an “Indemnified Person”) under this Section 6.10 shall be her heirs and are in addition to, and not in substitution for, any other rights to indemnification or contribution that any rights such Person individual may have under the Certificate of Incorporation Company Charter Documents or Bylaws 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 termination 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 Subsidiaries, successors or under Delaware Law assigns (i) consolidates with or merges into any other Applicable Law Person and is not the continuing or under any agreement surviving corporation or entity of any Indemnified Person with the Company such consolidation or any merger or (ii) transfers or conveys all or substantially all of its Subsidiaries. These rights properties and assets to any Person, then, and in each such case, proper provision shall survive consummation be made so that the successors and assigns of the Mergers and are intended to benefit, and Surviving Corporation shall be enforceable by, each Indemnified Personassume all of the obligations thereof set forth in this Section 5.9.

Indemnification and Insurance. (a) The Surviving Corporation shall, for six years from and after the Effective 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 Bylaws 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 shall contain provisions no less favorable with respect to indemnification than those set forth in the Certificate of Incorporation and Bylaws of the Company, which such provisions shall not be amended, repealed or otherwise modified for a during such period of seven (7) years from the Effective Time in any manner that would adversely affect the rights thereunder of the individuals whowho 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 the Company agree that the indemnification and 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 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 "Covered Parties") by the Company'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 prior to the Effective Time were directorsTime; provided, officers or employees however, in the event the annual premium for such coverage exceeds an amount equal to 225% of the last annual premium paid immediately prior to the date hereof by the Company for such coverage, the Surviving Corporation shall obtain as much comparable insurance as 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, unless such modifications . The provisions of the immediately preceding sentence shall be required deemed to have been satisfied if prepaid policies have been obtained by Applicable Law. (b) For a the Company prior to the Closing for purposes of this Section 6.05, which policies provide such directors and officers with coverage for an aggregate period of seven (7) six years following with respect to claims arising from facts or events that occurred on or before the Effective Time, Parent shall maintain officers’ and directors’ liability insurance including, without limitation, in respect of acts 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 omissions occurring 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 covering those persons who are currently covered on the date in performance of this Agreement by the Company’s directors’ and officers’ liability insurance policy their duties as directors 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 officers of 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 hereofany Subsidiary; provided, however, that the cost of any such policy need Surviving Corporation's obligations to the Indemnified Parties under this Section 6.05(c) shall not exceed two hundred fifty percent (250%) be effective until consummation of the annual premium currently paid by the Company for such insuranceMerger. (cd) The rights of each current In the event that any action, suit, proceeding or former director investigation relating thereto or officer of to the Company 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. (each an “Indemnified Person”e) Following the Effective Time Parent shall cause Merger Sub and the Surviving Corporation to perform their obligations 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, or under Delaware Law or any other Applicable Law or under any agreement of any Indemnified Person with the Company or any of its Subsidiaries. These rights shall survive consummation of the Mergers and are intended to benefit, and shall be enforceable by, each Indemnified Person6.05.

Indemnification and Insurance. (a) The Certificate of Incorporation and Bylaws By-Laws of the Surviving Corporation Company shall contain the provisions no less favorable with respect to indemnification than those set forth in the Certificate of Incorporation and Bylaws By-Laws of the CompanyCompany on the date hereof, which provisions shall not be amended, repealed or otherwise modified for a period of seven (7) years from the Effective Time before October 28, 2003, in any manner that would adversely affect the rights thereunder of individuals who, at who on or prior to the Effective Time October 28, 1997 were directors, officers officers, employees or employees agents of the Company, unless such modifications shall be modification is required by Applicable Lawlaw. (ba) 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 At the cost of any such policy need not exceed two hundred fifty percent Parent and Seller (250%jointly and severally) of the annual premium currently paid by under Section 11.01(c), the Company for such insurance. (c) The rights of each current shall, to the fullest extent permitted under applicable law or former director or officer of the Company (each an “Indemnified Person”) under this Section 6.10 shall be in addition to any rights such Person may have under the Company's Certificate of Incorporation or Bylaws By-Laws, indemnify and hold harmless, each present and former director, officer or employee of the Company or any of its SubsidiariesSubsidiaries who was an officer or director of the Company prior to October 28, 1997 (collectively, the "COMPANY INDEMNIFIED PARTIES") against any costs or under Delaware Law 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, (x) arising out of or pertaining to the transactions contemplated by the Agreement of Merger, dated as of July 14, 1997, among Parent, Ribbon Manufacturing, Inc., and the Company (the "MERGER AGREEMENT") or (y) otherwise with respect to any acts or omissions occurring at or prior to October 28, 1997, to the same extent as provided in the Company's Certificate of Incorporation or By-Laws or any other Applicable Law applicable contract or agreement as in effect on the date of the Merger Agreement, in each case until October 28, 2003. (b) At the cost of Parent and Seller (jointly and severally under any agreement Section 11.01(c)), the Company shall honor and fulfill in all respects the obligations of any Indemnified Person the Company pursuant to indemnification agreements with the Company Indemnified Parties existing at or any of its Subsidiaries. These rights before October 28, 1997 and listed on Schedule 9.01 hereto. (c) Parent shall survive consummation provide the coverage required under Section 5.7 of the Mergers Merger Agreement, in which case the Company shall have no responsibility or obligation under this Section 9.01(c); provided, however, that if Parent fails to provide such coverage, then the Company shall maintain in effect until October 28, 2003, if available, directors' and are intended officers' liability insurance covering those persons who, as of October 28, 1997, were covered by the Company's directors' and officers' liability insurance policy (a copy of which has been made available to benefitBuyer) on terms comparable to those required to be maintained under Section 5.7 of the Merger Agreement; provided, further, that (i) any insurance required to be provided by the Company by this Section 9.01(c) shall only relate to claims relating to any acts or omissions of Company Indemnified Parties arising at or prior to October 28, 1997, and shall be enforceable by(ii) the Company's obligations under this Section 9.01(c) are conditioned upon Parent and Seller, each Indemnified Personjointly and severally, being solely responsible for the incremental cost to the Company of any such insurance required by this Section 9.01(c).

Indemnification and Insurance. (a) The Certificate of Incorporation Company hereby undertakes to indemnify Indemnitee to the fullest extent permitted by applicable law for any liability and Bylaws of expense specified in Sections 1.1.1 through 1.1.7 below, imposed on Indemnitee due to or in connection with an act performed by Indemnitee, either prior to or after the Surviving Corporation shall contain provisions no less favorable with respect to indemnification than those set forth date hereof, in the Certificate of Incorporation and Bylaws Indemnitee’s capacity as an Office Holder of the Company, which provisions shall not be amendedincluding, repealed without limitation, as a director or otherwise modified for officer in a period of seven (7) years from the Effective Time in any manner that would adversely affect the rights thereunder of individuals whosubsidiary thereof or, at or prior to the Effective Time were directors, officers or employees request of the Company, unless such modifications any another company in which the Company holds shares, directly or indirectly, or in which the Company has an interest of some kind (the “Corporate Capacity”). The term “act performed in Indemnitee’s capacity as an Office Holder” shall include, without limitation, any act, omission and failure to act and any other circumstances relating to or arising from Indemnitee’s service in a Corporate Capacity. The following shall be required hereinafter referred to as “Indemnifiable Events”: 1.1.1. Financial obligations imposed on Indemnitee, pursuant to a court judgment in favor of another person, including a judgment imposed on Indemnitee in a settlement or an arbitration that was approved by Applicable Law. (b) a court of law. For a period purposes 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 Section 1 of this Agreement Agreement, the term “person” shall include individuals and corporate bodies; 1.1.2. Reasonable litigation Expenses (as defined below), including legal fees, incurred by Indemnitee as a result of a criminal inquiry or an investigation or proceeding instituted against Indemnitee by a competent authority without the Company’s directors’ filing of an indictment and officers’ without the imposition of financial liability insurance policy in lieu of a criminal proceeding, or who becomes covered prior to the Effective Time on terms with respect to coverage and amount no less favorable than those which has ended in the current directorsimposition of a financial obligation in lieu of a criminal proceeding without the filing of an indictment for an offense that does not require proof of mens rea. For this section, the phrases “proceeding that has ended without the filing of an indictment” and “financial obligation in lieu of a criminal proceeding” shall have the meanings ascribed to them in Section 260(a)(1a) of the Companies Law; 1.1.3. Reasonable legal Expenses, including attorneys’ and officers’ liability insurance policy maintained fees, incurred by or charged to Indemnitee by a court of law, in a proceeding brought against Indemnitee by the Company and or on its behalf by another person, or in effect on the date hereof; provideda criminal prosecution in which Indemnitee was acquitted, that, or in satisfying its obligation under this Section 6.10(b), Parent shall a criminal prosecution in which Indemnitee was convicted of an offense that does not be require proof of mens rea; 1.1.4. Payments which Indemnitee is obligated to pay make to an aggregate premium injured party as set forth in excess of two hundred fifty percent (250%Section 52(54)(a)(1)(a) of the amount per annum Israeli Securities Law, 5728- 1968, as amended (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“Securities Law”), Parent may purchase and legal expenses, including attorney’s fees, that Indemnitee incurred in connection with a seven proceeding under Chapters H’3, H’4 or I’1 of the Securities Law; 1.1.5. Reasonable Expenses incurred by Indemnitee in connection with an Administrative Proceeding, including legal Expenses and attorney’s fees. In this section, an “Administrative Proceeding” means any proceeding pursuant to Chapters H’3 (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 Imposition of Monetary Sanctions by the Company and in effect on Israel Securities Authority), H’4 (The Imposition of Administrative Enforcement Measures by the date hereof; provided, however, that Administrative Enforcement Committee) or I’1 (Arrangement to Prevent the cost Initiation of any such policy need not exceed two hundred fifty percent (250%Proceedings or to Conclude Proceedings) of the annual premium currently paid by the Company for such insurance. (c) The rights of each current or former director or officer of the Company (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, or under Delaware Law or any other Applicable Law or under any agreement of any Indemnified Person with the Company or any of its Subsidiaries. These rights shall survive consummation of the Mergers and are intended to benefit, and shall be enforceable by, each Indemnified Person.Securities Law;

Indemnification and Insurance. (a) The Certificate of Incorporation and Bylaws Equity One agrees that all rights to indemnification existing in favor of the Surviving Corporation shall contain provisions no less favorable present or former trust managers, officers and employees of the Company (as such) or any of its subsidiaries or present or former trust managers of the Company or any of its subsidiaries serving or who served at the Company's or any of its subsidiaries' request as a trust manager, director, officer, employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, as provided in the Company's Declaration or Bylaws, or the governing entity documents of any of the Company's subsidiaries and the indemnification agreements with such present and former trust managers, officers and employees as in effect as of the date hereof with respect to indemnification than those set forth in the Certificate of Incorporation and Bylaws 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, matters occurring at or prior to the Effective Time were directors, officers or employees of shall survive the Company, unless such Merger and shall continue in full force and effect and without modification (other than modifications shall be required by Applicable Law. (bwhich would enlarge the indemnification rights) For for a period of seven (7) years following not less than the statutes of limitations applicable to such matters, and Equity One agrees to cause the Surviving Entity to comply fully with its obligations hereunder and thereunder. Without limiting the foregoing, the Company shall, and after the Effective Time, Parent the Surviving Entity 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 periodically advance expenses as incurred 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 foregoing (250%) of the amount per annum the Company paid in its last full fiscal year including with respect to its current directors’ and officers’ liability insurance policy, which amount Company has disclosed any action to Parent prior enforce rights to indemnification or the advancement of expenses) to the date hereof. Alternatively, in full satisfaction of its obligations fullest extent permitted 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 hereofapplicable law; provided, however, that the cost of any person to whom the expenses are advanced provides an undertaking (without delivering a bond or other security) to repay such policy need advance if it is ultimately determined that such person is not exceed two hundred fifty percent entitled to indemnification. (250%b) Equity One shall, subject to the approval of the annual premium currently paid by Company prior to the Company Effective Time (which approval shall not be unreasonably withheld), either (i) obtain continuation coverage for runoff liability with respect to the Company's existing officers' and trust managers' or fiduciary liability insurance policies, provided that Equity One shall not be obligated to pay more than $135,000 in the aggregate for premiums for such coverage, or (ii) continue to provide officers' and trust managers' and fiduciary liability insurance with limits not less than existing policies for a period of not less than three (3) years, provided that Equity One shall not be obligated to pay premiums in excess of $45,000 per year for such insurance, in any case for the benefit of those persons covered by such existing insurance. (c) The rights of each current or former director or officer of Equity One shall pay all costs and expenses, including attorneys' fees, that may be incurred by any indemnified parties in enforcing the Company (each an “Indemnified Person”) under indemnity and other obligations provided for in this Section 6.10 shall be in addition to any rights such Person may have under 5.5. (d) In the Certificate of Incorporation or Bylaws of the Company event Equity One or any of its Subsidiaries, respective successors or under Delaware Law assigns (i) consolidates with or merges into any other Applicable Law person and is not the continuing or under any agreement surviving corporation or entity of any Indemnified Person with the Company such consolidation or any merger or (ii) transfers all or substantially all of its Subsidiaries. These rights properties and assets to any person, proper provisions shall be made so that the successors and assigns of Equity One, assume the obligations set forth in this Section 5.5. (e) This Section 5.5, which shall survive the consummation of the Mergers Merger at the Effective Time and are shall continue without limit, is intended to benefitbenefit the Company, the Surviving Entity, and shall any person or entity to be enforceable byindemnified hereunder, each Indemnified Personof whom may enforce the provisions of this Section 5.5 (whether or not parties to this Agreement).

Indemnification and Insurance. (a) The Certificate of Incorporation For six years after the Effective Time, Quest shall indemnify and Bylaws hold harmless and advance expenses to, to the greatest extent permitted by law as of the Surviving Corporation shall contain provisions no less favorable with respect to indemnification than those set forth in date of this Agreement, the Certificate of Incorporation and Bylaws 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, who at or prior to the Effective Time were directorsofficers and directors of Pinnacle and its Subsidiaries with respect to all acts or omissions by them in their capacities as such or taken at the request of Pinnacle at any time prior to the Effective Time. Quest will honor all indemnification agreements, expense advancement and exculpation provisions with the individuals who at or prior to the Effective Time were officers and directors of Pinnacle or employees its Subsidiaries (including under Pinnacle's certificate of incorporation or by-laws) in effect as of the Company, unless date hereof in accordance with the terms thereof. Pinnacle has disclosed to Quest all such modifications shall be required by Applicable Lawindemnification agreements prior to the date hereof. (b) For a period of seven (7) six years following after the Effective Time, Parent Quest shall maintain cause to be maintained officers’ ' and directors’ ' liability insurance in respect covering all officers and directors of acts Pinnacle who are, or omissions occurring at any time prior to the Effective Time covering those were, covered by Pinnacle's existing officers' and directors' liability insurance policies on terms substantially no less advantageous to such persons who are currently covered on than such existing insurance, provided that Quest shall not be required to pay annual premiums in excess of 200% of the last annual premium paid by Pinnacle prior to the date of this Agreement by (the Company’s directors’ and officers’ liability insurance policy or who becomes covered prior to amount of which premium is set forth in Section 7.13 of 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(bPinnacle Disclosure Letter), Parent but in such case 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 as much 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 as reasonably practicable for such insuranceamount. (c) The rights of each current or former director or officer of the Company (each an “Indemnified Person”person identified in Section 7.13(a) under this Section 6.10 shall be in addition to any other rights such Person person may have under the Certificate certificate of Incorporation incorporation or Bylaws bylaws of the Company Pinnacle or any of its Subsidiaries, or under Delaware Law or any other Applicable Law or under any agreement otherwise. The provisions of any Indemnified Person with this Section 7.13 shall survive the Company consummation of the Merger and expressly are intended to benefit each such person. (d) In the event Quest or any of its Subsidiaries. These rights shall survive consummation of the Mergers and are intended to benefit, successors or assigns (i) consolidates with or merges into any other person and shall not be enforceable bythe continuing or surviving corporation or entity in such consolidation or merger or (ii) transfers all or substantially all of its properties and assets to any person, each Indemnified Personthen 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. (a) The Certificate From and after the Effective Time of Incorporation and Bylaws of the Merger, Acquiror agrees that it will cause the Surviving Corporation shall contain provisions no less favorable with respect to indemnification than those set forth in the Certificate of Incorporation continue to indemnify and Bylaws hold harmless each present and former director and officer of the CompanyCompany or any of its Subsidiaries against any costs or expenses (including reasonable attorneys' fees), which provisions shall not be amendedjudgments, repealed fines, losses, claims, damages or otherwise modified for a period liabilities incurred in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of seven (7) years from the Effective Time in any manner that would adversely affect the rights thereunder of individuals who, or pertaining to matters existing or occurring at or prior to the Effective Time were directors, officers or employees of the CompanyMerger, unless such modifications shall be required by Applicable Law. (b) For a period of seven (7) years following the Effective Timewhether asserted or claimed prior to, Parent shall maintain officers’ and directors’ liability insurance in respect of acts at or omissions occurring prior to after the Effective Time covering those persons who are currently covered on of the date of this Agreement by the Company’s directors’ and officers’ liability insurance policy or who becomes covered prior Merger, 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, fullest extent 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 current or former director or officer of the Company (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, as the case may be, would have been permitted under applicable state law and its charter or under Delaware Law by-laws in effect on the date hereof to indemnify such person; provided that any person to whom expenses are advanced provides an undertaking to the Surviving Corporation to repay such advances if it is ultimately determined that such person is not entitled to indemnification. (b) Acquiror shall provide, or any other Applicable Law cause the Surviving Corporation to provide, for a period of not less than six (6) years 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 under any agreement prior to the Effective Time of any Indemnified Person with the Merger (the "D&O Insurance") that is not materially less favorable than the existing policy (it being acknowledged and understood that the Acquiror currently self-insures for legally indemnifiable claims and maintains liability insurance 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 or any for such insurance; provided, however, that Acquiror and the Surviving Corporation shall not be required to pay an annual premium for the D&O Insurance in excess of its Subsidiaries. These rights shall survive consummation 150% of the Mergers and are intended to benefitannual premium currently in place for the Company for such insurance, and shall be enforceable by, each Indemnified Personcalculated on the basis of a fair allocation of the portion of such premium if Acquiror arranges such coverage on a group basis.

Indemnification and Insurance. (a1) The Certificate of Incorporation and Bylaws of the Surviving Corporation shall contain provisions no less favorable with respect to indemnification than those set forth in the Certificate of Incorporation and Bylaws 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 Prior to the Effective Time were directorsDate, officers or employees the Company shall use its commercially reasonable efforts to purchase customary “tail” policies 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 providing protection no less favourable in the aggregate to the protection provided by the policies maintained by the Company and its Subsidiaries which are in effect immediately prior to the Effective Time Date and providing protection in respect of claims arising from facts or events which occurred on terms with respect or prior to the Effective Date and the Purchaser shall, or shall cause the Company and its Subsidiaries to maintain such tail policies in effect without any reduction in scope or coverage and amount no less favorable than those in for six years from the Effective Date; provided that the costs of such policies will not exceed 300% of the Company’s current annual aggregate premium for directors’ and officers’ liability insurance policy policies maintained by the Company and in effect on its Subsidiaries as of the date hereof; providedof this Agreement. (2) The Purchaser shall, thatfrom and after the Effective Time, 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 cause 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”any successor) policy on terms with respect to coverage honour all rights to indemnification or exculpation now existing in favour of present and amount no less favorable than those in the current directors’ former employees, officers and officers’ liability insurance policy maintained by directors of the Company and its Subsidiaries to the extent that they are contained 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 current or former director or officer of the Company (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 Constating Documents of the Company or any of its Subsidiaries, or under Delaware Law or any other Applicable Law or under any agreement of any Indemnified Person with disclosed in the Company or any Disclosure Letter (including by way of its Subsidiaries. These rights Contract), and acknowledges that such rights, to the extent that they are disclosed in the Company Disclosure Letter, shall survive unamended the completion of the Plan of Arrangement and shall continue in full force and effect in accordance with their terms for a period of not less than six years from the Effective Date. (3) This Section 4.10 shall survive the consummation of the Mergers Arrangement and are is intended to benefitbe for the benefit of, and shall be enforceable by, each Indemnified Personthe present and former employees, officers and directors of the Company, its Subsidiaries and their respective heirs, executors, administrators and personal representatives and shall be binding on the Purchaser, the Company, its Subsidiaries and their respective successors and assigns, and, for such purpose, the Company hereby confirms that it is acting as agent and trustee on behalf of the present and former employees, officers and directors of the Company, its Subsidiaries and their respective heirs, executors, administrators and personal representatives.

Indemnification and Insurance. (a) The 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 or any of its Subsidiaries (each an “Indemnified Person”) as provided in the Company’s Certificate of Incorporation and Bylaws or Bylaws, or the articles of organization, bylaws or similar constituent documents of any of the Surviving Corporation shall contain provisions no less favorable 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 indemnification than those set forth 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 Certificate transaction contemplated hereby) and regardless of Incorporation whether or not asserted or claimed prior to or at or after the Effective Time, shall survive the Merger and Bylaws of the Company, which provisions shall not be amended, repealed or otherwise modified continue in full force and effect for a period of seven (7) years from not less than the statutes of limitations applicable to such matters. From and after the Effective Time Time, Parent and the Surviving Corporation shall, jointly and severally, honor and fulfill 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 all respects such modifications shall be required by Applicable Lawobligations. (b) For a period of seven (7) years following Prior to the Effective Time, Parent the Company shall maintain officers’ and directors’ liability insurance 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 those persons who are the Company and other Persons currently covered on the date of this Agreement 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 policy or who becomes covered prior to the Effective Time coverage under other policies providing coverage on terms with respect to coverage and amount conditions that are no less favorable advantageous to such persons than those the Company’s existing policies; and (ii) neither Parent nor the Surviving Corporation will be required, in the current order to maintain such directors’ and officers’ liability insurance policy maintained by the Company and in effect on the date hereof; providedpolicies or so substitute or so extend such coverage, that, in satisfying its obligation under this Section 6.10(b), Parent shall not be obligated to pay an aggregate premium premiums in excess of two hundred fifty percent $430,000 (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 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 insuranceamount, 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) The rights of each current or former director or officer of Notwithstanding anything herein to the Company (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 Subsidiariescontrary, or under Delaware Law or any other Applicable Law or under any agreement of if any Indemnified Person with notifies the Company Surviving Corporation on or any prior to the sixth anniversary of its Subsidiaries. These rights 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 Mergers Merger and are 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 Indemnified Personsuch 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. (a) The Certificate of Incorporation Merger Agreement provides that Pfizer and Bylaws of the Surviving Corporation shall contain provisions no less favorable with respect will indemnify, defend and hold harmless each director or officer who is now, or who has been at any time prior to indemnification than those set forth in the Certificate of Incorporation and Bylaws date of the Company, which provisions shall not be amended, repealed Merger Agreement or otherwise modified for a period of seven (7) years from who becomes prior to the Effective Time an officer or director of Encysive (and its subsidiaries) (the “Indemnified Parties”) against all losses, claims, damages, liabilities, fees, expenses, judgments and fines arising in any manner that would adversely affect the rights thereunder whole or in part out of individuals who, actions or omissions in their capacities as such occurring at or prior to the Effective Time were directorsTime, officers and shall reimburse each Indemnified Party in connection with investigating or employees of defending any such losses, claims, damages, liabilities, fees, expenses, judgments and fines as such expenses are incurred to the Companyfullest extent permitted by applicable law (subject to any limitations on a corporation’s ability to indemnify a director or officer under Delaware law, unless notwithstanding that such modifications shall limitations may not otherwise be required by Applicable Law. (b) For applicable), for a period of seven (7) six years following after the date of the Effective Time. Pfizer and the Surviving Corporation agree that all rights to indemnification now existing in favor of the Indemnified Parties as provided in the respective charters or by-laws or pursuant to any other agreements in effect as of the date 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 after the Effective Time. The Merger Agreement also provides that for a period of not less than six years after the Effective Time, Parent shall maintain officers’ and directors’ liability insurance in respect the current policies 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’ (D&O) liability insurance policy maintained by Encysive with respect to claims arising from facts or who becomes covered prior to events which occurred before the Effective Time on terms with respect will be maintained in effect. However, Pfizer or the Surviving Corporation is not required to coverage and expend more than an amount no less favorable than those in per year equal to 200% of current annual premiums paid by Encysive for such insurance to maintain or procure insurance coverage. If 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%) amount of the amount per annum annual premiums necessary to maintain or procure such insurance coverage 21 Table of Contents exceeds such amount, Pfizer and the Company paid in its last full fiscal Surviving Corporation will procure and maintain for such six-year with respect period as much coverage as reasonably practicable for such amount. Pfizer has the right to its current directors’ and officers’ liability cause coverage to be extended under Encysive’s D&O 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 by obtaining a seven (7) six-year prepaid (or “tail”) ” policy on terms with respect to coverage and amount conditions no less favorable advantageous 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 Encysive’s existing D&O insurance. (c) The rights of each current or former director or officer of the Company (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, or under Delaware Law or any other Applicable Law or under any agreement of any Indemnified Person with the Company or any of its Subsidiaries. These rights shall survive consummation of the Mergers and are intended to benefit, and shall be enforceable by, each Indemnified Person.

Indemnification and Insurance. (a) The Certificate of Incorporation and Bylaws partnership agreement of the Surviving Corporation shall contain provisions no less favorable Entity shall, with respect to indemnification than those set forth in the Certificate of Incorporation directors and Bylaws of the Companyofficers, which provisions shall not be amended, repealed or otherwise modified for a period of seven (7) years from after the Effective Time in any manner that would adversely affect the rights thereunder of individuals who, the 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 were directors, officers or employees of (including the Company, unless such modifications shall be required transactions contemplated by Applicable Lawthis 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 favor of the Indemnified Parties as provided in the Partnership Agreement, under applicable Delaware law, or otherwise, shall continue in full force and effect in accordance with their terms after the Effective Time. (c) For a period of seven (7) six years following after the Effective Time, Parent and Partnership Managing GP shall, and Parent and Partnership Managing GP shall cause the Surviving Entity (and its successors or assigns) to, maintain officers’ and directors’ liability insurance in respect covering each person who is immediately prior to the Effective Time, or has been at any time prior to the Effective Time, an officer or director of acts or omissions occurring any of the Partnership Group Entities and each person who immediately 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 is serving or who becomes covered 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 (collectively, the “Indemnified Parties”) who are or 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 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; providedacts or omissions, thator alleged acts or omissions, 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 hereofEffective Time (whether claims, actions or other proceedings relating thereto are commenced, asserted or claimed before or after the Effective Time). Alternatively, in full satisfaction of its obligations Parent and the Partnership Managing GP shall have the right to cause coverage to be extended under this Section 6.10(b), Parent may purchase the D&O Insurance by obtaining a seven (7) six-year prepaid (or “tail”) ” policy on terms with respect to coverage and amount conditions no less favorable advantageous than those in the current directors’ existing D&O Insurance, and officers’ liability insurance such “tail” policy maintained by shall satisfy the Company and in effect on the date hereof; provided, however, that the cost provisions of any such policy need not exceed two hundred fifty percent (250%) of the annual premium currently paid by the Company for such insurancethis Section 5.7(c). (cd) The rights of each current or former director or officer of the Company (each an “Indemnified Person”) under this Section 6.10 Party hereunder shall be in addition to any other rights such Person Indemnified Party may have under the Certificate governing documents of Incorporation or Bylaws of the Company or any of its SubsidiariesPartnership Group Entity, or under applicable Delaware Law or any other Applicable Law or Law, under any agreement applicable agreements, by contract or otherwise. The provisions of any Indemnified Person with the Company or any of its Subsidiaries. These rights this Section 5.7 shall survive the consummation of the Mergers Merger and expressly are intended to benefit, and shall be enforceable by, each of the Indemnified PersonParties. (e) In the event Parent, Partnership Managing GP or any of their respective successors or assigns (i) consolidates with or merges into any other person and shall not be the continuing or surviving entity in such consolidation or merger or (ii) transfers all or substantially all of its properties and assets to any person, then and in either such case, Parent or Partnership Managing GP, as the case may be, shall cause proper provision to be made so that its successors or assigns shall assume the obligations set forth in this Section 5.7.

Indemnification and Insurance. (a) The Certificate 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 each present and former director and officer of Incorporation JV GmbH, PP Holding, Merger Sub, PubCo and Bylaws SEDA and each of their respective Subsidiaries against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred in connection with any Action, whether civil, criminal, administrative or investigative, arising out of or pertaining to matters existing or occurring at or prior to the Surviving Corporation shall contain provisions no less favorable with respect Closing, whether asserted or claimed prior to, at or after the Closing Date (including the advancing of expenses as incurred to indemnification than those set forth in the Certificate of Incorporation fullest extent permitted under applicable Law). Without limiting the foregoing, PubCo shall, to the extent permitted by applicable Law and Bylaws of the Company, which provisions shall not be amended, repealed or otherwise modified New PubCo Articles (i) maintain for a period of seven not less than six (76) years from the Effective Time Closing 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 manner respect that would adversely affect the rights thereunder of individuals whothose Persons thereunder, at or prior to the Effective Time were directorsin each case, officers or employees of the Company, unless such modifications shall be except as required by Applicable applicable Law, including the CA 2006. (b) For a period of seven three (73) years following from the Effective TimeClosing Date, Parent PubCo shall, or shall cause one or more of its Subsidiaries to, 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 effect directors’ and officers’ liability insurance policy covering those Persons who are currently covered by SEDA’s or who becomes covered prior 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 Effective Time on terms with respect to coverage and amount no of such policies are not less favorable than those in 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 maintained by on terms not less favorable than 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 terms of two hundred fifty percent (250%) of the amount per annum the Company paid in its last full fiscal year with respect to its such current directors’ and officers’ liability insurance policy, which amount Company has disclosed policies with respect to Parent claims existing or occurring at or prior to the date hereof. Alternatively, in full satisfaction of its obligations under this Section 6.10(b), Parent may purchase a seven Closing and (7ii) year prepaid (if any claim is asserted 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 made within such policy need not exceed two hundred fifty percent (250%) coverage period, such insurance shall be continued in respect of such claim until the annual premium currently paid final disposition thereof. All costs associated with such “tail policies” shall be borne by the Company for such insuranceSEDA or JV GmbH and PP Holding, as applicable. (c) The rights of each current or former director or officer of Notwithstanding anything contained in this Agreement to the Company (each an “Indemnified Person”) under contrary, this Section 6.10 11.07 shall survive the Closing indefinitely and shall be in addition to any rights such Person may have under binding, jointly and severally, on PubCo and all successors and assigns of PubCo. In the Certificate of Incorporation or Bylaws of the Company event that PubCo or any of its Subsidiaries, successors or under Delaware Law assigns consolidates with or merges into any other Applicable Law Person and shall not be the continuing or under any agreement surviving corporation or entity of any Indemnified Person with the Company such consolidation or any merger or transfers or conveys all or substantially all of its Subsidiaries. These rights shall survive consummation of the Mergers properties and are intended assets to benefitany Person, then, and in each such case, PubCo shall ensure that proper provision shall be enforceable by, each Indemnified Personmade so that the successors and assigns of PubCo shall succeed to the obligations set forth in this Section 11.07.

Indemnification and Insurance. (a) The Certificate of Incorporation Parent and Bylaws of the Surviving Corporation shall contain provisions no less favorable with respect Merger Sub agree that all rights to indemnification than those set forth by the Company now existing in favor of each person who is now, or has been at any time prior to the Certificate of Incorporation and Bylaws of the Company, which provisions shall not be amended, repealed date hereof 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 who becomes prior to the Effective Time were directors, officers an officer or employees director of the Company 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 Company’s certificate of incorporation or bylaws, unless such modifications in each case as in effect on the date of this Agreement, or pursuant to any other agreements in effect on the date hereof, including provisions relating to the advancement of expenses incurred in the defense of any action or suit, shall survive the Merger and shall remain in full force and effect. From and after the Effective Time, Parent and the Surviving Corporation shall be required by Applicable Lawjointly and severally liable to pay and perform in a timely manner such indemnification obligations. (b) For a period of seven (7) years following the Effective Time, Parent shall cause the Surviving Corporation to maintain the Company’s officers’ and directors’ liability insurance policies, in respect of acts or omissions occurring prior to the Effective Time covering those persons who are currently covered effect on the date of this Agreement by (the Company’s directors’ and officers’ liability insurance policy “D&O Insurance”), for a period of not less than six years after the Effective Time, but only to the extent related to actions or who becomes covered omissions prior to the Effective Time on Time; provided, that (i) the Surviving Corporation may substitute therefor policies of at least the same coverage and amounts containing terms no less advantageous to such former directors or officers and (ii) such substitution shall not result in gaps or lapses of coverage with respect to coverage and amount no less favorable than those in matters occurring prior to the current directors’ and officers’ liability insurance policy maintained by the Company and in effect on the date hereofEffective Time; provided, thatfurther, that in satisfying its obligation under this Section 6.10(b), no event shall Parent shall not or the Surviving Corporation be obligated required to pay expend more than 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 equal to its 200% of 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 premiums paid by the Company for such insuranceinsurance (the “Maximum Amount”) to maintain or procure insurance coverage pursuant hereto; and provided, further, that if the amount of the annual premiums necessary to maintain or procure such insurance coverage exceeds the Maximum Amount, Parent and the Surviving Corporation shall procure and maintain for such six-year period as much coverage as reasonably practicable for the Maximum Amount. Parent shall have the 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 6.9(b). (c) The rights obligations of each current or former director or officer of Parent and the Company (each an “Indemnified Person”) Surviving Corporation under this Section 6.10 6.9 shall survive the consummation of the Merger and shall not be terminated or modified in such a manner as to adversely affect any Indemnified Party to whom this Section 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 in addition to any rights such Person third party beneficiaries of this Section 6.9, each of whom may have under enforce the Certificate provisions of Incorporation this Section 6.9). (d) If Parent or Bylaws of the Company Surviving Corporation or any of its Subsidiaries, their respective successors or under Delaware Law assigns (i) consolidates with or merges into any other Applicable Law Person and shall not be the continuing or under any agreement Surviving Corporation or entity of any Indemnified Person with the Company such consolidation or any merger or (ii) transfers all or substantially all of its Subsidiaries. These rights shall survive consummation of the Mergers properties and are intended assets to benefitany Person, then, and in each such case, proper provision shall be enforceable bymade so that the successors and assigns of Parent or the Surviving Corporation, each Indemnified Personas the case may be, shall assume the obligations set forth in this Section 6.9.

Indemnification and Insurance. (a) The Certificate Parent and Merger Sub agree that all rights to indemnification by the Company now existing in favor of Incorporation each individual 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 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 Company’s certificate of incorporation or bylaws, in each case as in effect on the date of this Agreement, or pursuant to any other agreements in effect on the date hereof, including provisions relating to the advancement of expenses incurred in the defense of any action or suit, shall survive the Merger and Bylaws shall 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 no less favorable with respect to indemnification than those 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 certificate of Incorporation incorporation and Bylaws bylaws of the CompanyCompany as of the date hereof, which and during such six-year period such provisions shall not be amendedrepealed, repealed materially amended 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 material respect except as required by Applicable Lawapplicable law. (b) For a period of seven (7) years following the Effective Time, Parent The Surviving Corporation shall maintain the Company’s officers’ and directors’ liability insurance policies, in respect of acts or omissions occurring prior to the Effective Time covering those persons who are currently covered effect on the date of this Agreement by (the Company’s directors’ and officers’ liability insurance policy “D&O Insurance”), for a period of not less than six years after the Effective Time, but only to the extent related to actions or who becomes covered omissions prior to the Effective Time on Time; provided that (i) the Surviving Corporation may substitute therefor policies of at least the same coverage and amounts, in the aggregate, and containing terms no less advantageous to such former directors or officers and (ii) such substitution shall not result in gaps or lapses of coverage with respect to coverage and matters occurring prior to the Effective Time; provided, further, that in no event shall the Surviving Corporation be required to expend more than an amount no less favorable than those in the per year equal to 300% of current directors’ and officers’ liability insurance policy maintained 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 if the amount of the annual premiums necessary to maintain or procure such insurance coverage exceeds the Maximum Amount, the Surviving Corporation shall procure and maintain for such six-year period as much coverage as reasonably practicable for the Maximum Amount. Prior to the Effective Time, notwithstanding anything to the contrary set forth in effect this Agreement, the Company may, without Parent’s prior consent, purchase a six-year “tail” prepaid policy on the date hereof; providedD&O Insurance at a cost per year covered for such tail policy not to exceed the Maximum Amount, that, in satisfying its obligation under and such “tail” policy shall satisfy the provisions of this Section 6.10(b6.9(b). (c) Without limiting the generality of the provisions of Section 6.9(a), Parent shall not be obligated to pay an aggregate premium in excess of two hundred fifty percent during the period commencing at the Effective Time and ending on the sixth (250%6th) anniversary of the amount per annum Effective Time, the Surviving Corporation shall indemnify and hold harmless each Indemnified Party from and against, and advance expenses to each Indemnified Party in 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 (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 paid in its last full fiscal year with respect to its current directors’ and officers’ liability insurance policyor any of the Company Subsidiaries (regardless of whether such action or omission, which amount Company has disclosed to Parent or alleged action or omission, occurred prior to to, at or after the date hereof. Alternatively, in full satisfaction of its obligations under this Section 6.10(bEffective Time), Parent may purchase a seven or (7ii) year prepaid (or “tail”) policy on terms with respect to coverage and amount no less favorable than those in any of the current directors’ and officers’ liability insurance policy maintained by the Company and in effect on the date hereofTransactions; provided, however, that if, at any time prior to the cost sixth (6th) anniversary of the Effective Time, any Indemnified Party delivers to Parent or the Surviving Corporation a written notice asserting a claim for indemnification under this Section 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 policy need 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 be entitled to retain his or her own counsel, whether or not exceed two hundred fifty percent the Surviving Corporation shall elect to control the defense of any such claim, proceeding, investigation or inquiry; (250%C) the Surviving Corporation shall pay the reasonable fees and expenses of such counsel promptly after statements therefor are received, whether or not the annual premium currently paid by Surviving Corporation elects to control the Company 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 insurancesettlement provides for any remedy other than the payment of money damages. (cd) 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 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 each current or former director or officer of the Company (each an “Indemnified Person”) Persons under this Section 6.10 6.9 shall be in addition to to, and not in substitution for, any other rights that such Person individuals may have under the Certificate certificates of Incorporation incorporation, bylaws or Bylaws 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 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 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 its Subsidiaries, or under Delaware Law or any other Applicable Law or under any agreement of any Indemnified Person with the Company or Subsidiaries for any of its Subsidiaries. These rights shall survive consummation of their respective directors, officers or other employees, it being understood and agreed that the Mergers and are intended indemnification provided for in this Section 6.9 is not prior to benefit, and shall be enforceable by, each Indemnified Personor in substitution for any such claims under such policies.

Indemnification and Insurance. (a) The Certificate From and after the Effective Time, Parent shall, or shall cause the Surviving Corporation to, (i) indemnify, defend and hold harmless each current and former director, and officer of Incorporation 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 Bylaws expenses (including reasonable and documented fees and expenses of legal counsel) in connection with any actual or threatened claim, suit, action, proceeding or investigation (whether civil, criminal, administrative or investigative) (each, a “Claim”), whenever asserted, arising out of, relating to or in connection with any action or omission relating to their position with the Company or its Subsidiaries occurring or alleged to have occurred before or at the Effective Time (including any Claim relating in whole or in part to the Agreement or the Transactions), to the fullest extent permitted under applicable Law and (ii) assume, honor and fulfill in all respects all obligations of the Company and its Subsidiaries to the Indemnitees in respect of limitation of liability, exculpation, indemnification and advancement of expenses as provided in the Company Charter Documents and the respective organizational documents of each of the Company’s Subsidiaries as currently in effect as of the date hereof. Without limiting the foregoing, at the Effective Time for a period of not less than six (6) years immediately following the Effective Time, the Surviving Corporation shall, or Parent shall cause the Surviving Corporation to, cause the certificate of incorporation and by-laws of the Surviving Corporation shall contain Corporation, 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 and exculpation of the Indemnitees no less favorable with respect in the aggregate to indemnification the Indemnitees than those as set forth in the Certificate Company Charter Documents or such Subsidiary’s organizational documents in effect on the date of Incorporation and Bylaws of the Companythis Agreement, which provisions shall not be amended, repealed or otherwise modified for in a period of seven (7) years from the Effective Time in any manner that would materially adversely affect the rights thereunder of individuals who, at or prior to in the Effective Time were directors, officers or employees aggregate of the Company, unless such modifications shall be Indemnitees except as required by Applicable applicable Law. (b) For a period of seven not less than six (76) 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 maintain officers’ cause the Surviving Corporation to, pay and directors’ liability insurance advance to an Indemnitee any expenses (including reasonable and documented fees and expenses of legal counsel) in respect of connection with any Claim relating to any acts or omissions occurring prior covered under this Section 6.8 as and when incurred to the fullest extent permitted under applicable Law, such payment or advance to be made within thirty (30) days after receipt by Parent of a written request therefor; provided that the person to whom expenses are advanced provides 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 and undertaking shall be unsecured and interest free). Any determination required to be 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. (c) For a period of six (6) years from the Effective Time covering those persons who are currently covered on Time, the date of this Agreement Surviving Corporation shall, and Parent shall cause the Surviving Corporation to, maintain in effect the coverage provided by the Company’s policies of 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’ fiduciary liability insurance policy in effect as of the date hereof maintained by the Company and in effect its Subsidiaries with respect to matters arising on or before the date hereofEffective Time either through the Company’s existing insurance provider or another provider reasonably selected by Parent; provided, however, that, in satisfying its obligation under this Section 6.10(b)after the Effective Time, Parent shall not be obligated required to pay an aggregate premium annual premiums in excess of two hundred fifty percent (250%) 300% of the amount per annum last annual premium paid by 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. Alternativelyhereof in respect of the coverages required to be obtained pursuant hereto (which amounts are set forth, in full satisfaction and identified by policy name, policy number and the amount 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 annual premium, on the date hereof; provided, however, that the cost of any such policy need not exceed two hundred fifty percent (250%Section 6.8(c) of the annual premium currently paid by 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 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 such insurancein this Section 6.8(c), that provides coverage no materially less favorable in the aggregate than the coverage described above. (cd) The rights provisions of each current or former director or officer of the Company (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, or under Delaware Law or any other Applicable Law or under any agreement of any Indemnified Person with the Company or any of its Subsidiaries. These rights shall survive consummation of the Mergers and 6.8 are (i) intended to benefitbe for the benefit of, and shall be enforceable by, each Indemnified 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 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 6.8 applies shall be 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 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 6.8.

Indemnification and Insurance. (a) The Certificate of Incorporation From and Bylaws after the Company Exchange Effective Time, Svac shall indemnify and hold harmless each present and former director or officer of the Surviving Corporation shall contain provisions no less favorable with respect Company Group and of Svac (in each case, solely to indemnification than those set forth the extent acting in their capacity as such and to the Certificate of Incorporation and Bylaws extent such activities are related to the business of the CompanyCompany being acquired under this Agreement or of Svac, which provisions as applicable), against any 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 pertaining to matters existing or occurring at or prior to the Company Exchange Effective Time or relating to the enforcement by any such Person of his or her rights under this ‎Section 7.06, whether asserted or claimed prior to, at or after the Company Exchange Effective Time, to the fullest extent that any such Person would have been permitted under applicable Law and its certificate of incorporation, bylaws, articles of association or other organizational documents in effect on the date of this Agreement to indemnify such Person, and shall not be amendedadvance expenses (including reasonable attorneys’ fees and expenses) of any such Person as incurred to the fullest extent permitted under applicable Law (including, repealed without limitation, in connection with any action, suit or otherwise modified proceeding brought by any such Person to enforce his or her rights under this ‎Section 7.06). Without limiting the foregoing, Svac shall, and shall cause its Subsidiaries to, (i) maintain for a period of seven not less than six (76) years from the Company Exchange Effective Time provisions in the Svac Articles of Association concerning the indemnification and exoneration (including provisions relating to expense advancement) of Svac’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 manner respect that would adversely affect the rights thereunder of individuals whothose Persons thereunder, in each case, except as required by Law. Svac shall assume, and be liable for, and shall cause its Subsidiaries to honor, each of the covenants in this ‎Section 7.06. (b) Prior to the Company Exchange Effective Time, the Company shall or, if the Company is unable to, Svac shall as of the Company Exchange Effective Time, 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 Company Exchange Effective Time with respect to any claim related to any period of time at or prior to the Company Exchange Effective Time were directorsfrom 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, officers or employees conditions, retentions and limits of liability that are no less favorable than the coverage provided under the Company’s existing policies. If the Company for any reason fail to obtain such “tail” insurance policies as of the CompanyCompany Exchange Effective Time, unless such modifications Svac shall be required by Applicable Law. (b) For continue to maintain in effect, for a period of seven (7) at least six years following from and after the Company Exchange Effective Time, Parent the Company D&O Insurance in place as of the date hereof with the Company’s current insurance carrier or with 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 the Company’s existing policies as of the date hereof, or Svac shall maintain officers’ purchase from the Company’s current insurance carrier or 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 comparable D&O insurance for such six-year period with terms, conditions, retentions and directors’ 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 Svac be required to expend for such policies pursuant to this Section 7.06(b) an annual premium amount in excess of 300% of the amount per annum the Company paid its last full fiscal year; provided further that if the aggregate premiums of such insurance in coverage exceed such amount, Svac shall be obligated to obtain a policy with the greatest coverage available, with respect of acts or omissions to matters occurring prior to the Company Exchange Effective Time covering those persons who are currently covered on Time, for a cost not exceeding such amount. (c) Prior to the date of this Agreement by Closing, Svac and the Company’s Company shall reasonably cooperate in order to obtain directors’ and officers’ liability insurance policy or for Svac that shall be effective as of Closing and will cover those Persons who becomes covered prior to will be the Effective Time directors and officers of Svac and its Subsidiaries at and after the Closing on terms with respect to coverage and amount no not less favorable than those in the better of (a) the terms of the current directors’ and officers’ liability insurance policy maintained by in place for the Company Company’s directors and in effect on officers and (b) 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 terms 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 typical directors’ and officers’ liability insurance policy maintained by 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 Company line of business and in effect on the date hereof; provided, however, that the cost of any such policy need not exceed two hundred fifty percent (250%revenues) of the annual premium currently paid by the Company for such insuranceas Svac and its Subsidiaries. (cd) Notwithstanding anything contained in this Agreement to the contrary, this Section 7.06 shall survive the consummation of the Company Exchange indefinitely and shall be binding, jointly and severally, on Svac and all its successors and assigns. In the event that Svac or any of its respective successors or assigns consolidates with or merges into any other Person and shall not be the continuing or surviving entity of such consolidation or merger or transfers or conveys all or substantially all of its properties and assets to any Person or effects any division transaction, then, and in each such case, Svac shall ensure that proper provision shall be made so that the successors and assigns of Svac shall succeed to the obligations set forth in this Section 7.06. The rights obligations of each current Svac under this Section 7.06 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 (each an “Indemnified Person”) under Group or Svac, or other person that may be a director or officer of any member of the Company Group or Svac prior to the Company Exchange Effective Time, to whom this Section 6.10 7.06 applies without the consent of the affected Person. The rights of each Person entitled to indemnification or advancement hereunder shall be in addition to to, and not in limitation of, any other rights such Person may have under the Certificate Company Articles of Incorporation or Bylaws of the Company or any of its SubsidiariesAssociation, or under Delaware Law or any other Applicable Law indemnification arrangement, any applicable law, rule or under any agreement regulation or otherwise. The provisions of any Indemnified Person with the Company or any of its Subsidiaries. These rights shall survive consummation of the Mergers and this Section 7.06 are expressly intended to benefit, and shall be are enforceable by, each Indemnified PersonPerson entitled to indemnification or advancement hereunder and their respective successors, heirs and representatives, each of whom is an intended third-party beneficiary of this Section 7.06.

Indemnification and Insurance. (a) The Certificate of Incorporation From and Bylaws after the First Effective Time, Acquiror and the Surviving Company agree that they shall indemnify and hold harmless each present and former director and officer of the Company and each of its Subsidiaries against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred in connection with any Action, whether civil, criminal, administrative or investigative, arising out of or pertaining to matters existing or occurring at or prior to the First Effective Time, whether asserted or claimed prior to, at or after the First 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 effect on the date of this Agreement to indemnify such Person (including the advancing of expenses as incurred to the fullest extent permitted under applicable Law). Without limiting the foregoing, Acquiror shall, and shall cause the Surviving Corporation shall contain provisions no less favorable with respect to indemnification than those set forth in the Certificate of Incorporation Company and Bylaws of the Companyits Subsidiaries to, which provisions shall not be amended, repealed or otherwise modified (i) maintain for a period of seven not less than six (76) years from the First Effective Time provisions in its certificate of incorporation (if applicable), bylaws and other organizational documents concerning the indemnification and exculpation (including provisions relating to expense advancement) of officers and directors that are no less favorable to those Persons than the provisions of such certificates of incorporation, bylaws and other organizational documents as of the date of this Agreement and (ii) not amend, repeal or otherwise modify such provisions in any manner respect that would adversely affect the rights thereunder of individuals whothose Persons thereunder, at or prior 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 the Effective Time were directorshonor, officers or employees each of the Company, unless such modifications shall be required by Applicable Lawcovenants in this Section 7.02. (b) For a period of seven (7) six years following from the First Effective Time, Parent Acquiror shall, or shall cause one or more of its Subsidiaries to, 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 effect directors’ and officers’ liability insurance policy covering those Persons who are currently covered by the Company’s or who becomes covered prior its Subsidiaries’ directors’ and officers’ liability insurance policies (true, correct and complete copies of which have been heretofore made available to the Effective Time Acquiror or its agents or representatives) on terms with respect to coverage and amount no not less favorable than those 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, 2020; 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 First Effective Time and (ii) if any claim is asserted or made within such six-year period, any insurance required to be maintained by the Company and in effect on the date hereof; provided, that, in satisfying its obligation under this Section 6.10(b), Parent 7.02 shall not be obligated to pay an aggregate premium continued in excess respect of two hundred fifty percent (250%) of such claim until 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 insurancefinal disposition thereof. (c) Notwithstanding anything contained in this Agreement to the contrary, this Section 7.02 shall survive the consummation of the Mergers indefinitely and shall be binding, jointly and severally, on Acquiror and the Surviving Company and all successors and assigns of Acquiror and the Surviving 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 the continuing or surviving corporation or entity of such consolidation or merger or transfers or conveys all or substantially all of its properties and assets to any Person, then, and in each such case, Acquiror and the Surviving Company shall ensure that proper provision shall be made so that the successors and assigns of Acquiror or the Surviving Company, as the case may be, shall succeed to the obligations set forth in this Section 7.02. The rights obligations of each current 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 or and officer of the Company (and each an “Indemnified Person”) under of its Subsidiaries to whom this Section 6.10 shall be in addition to any rights such Person may have under 7.02 applies without the Certificate of Incorporation or Bylaws consent of the Company or any of its Subsidiaries, or under Delaware Law or any other Applicable Law or under any agreement of any Indemnified Person with the Company or any of its Subsidiaries. These rights shall survive consummation of the Mergers and are intended to benefit, and shall be enforceable by, each Indemnified affected Person.

Indemnification and Insurance. The Surviving Corporation and ----------------------------- BMOC, 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 their respective subsidiaries (athe "Indemnified Parties") The Certificate as ------------------- provided in their respective Certificates of Incorporation and Incorporation, Bylaws or in indemnification agreements with Cal Jockey and/or BMOC or any of their respective subsidiaries which are in effect as of the Surviving Corporation shall contain provisions no less favorable date hereof (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 than those set forth in shall survive the Certificate of Incorporation and Bylaws consummation of the Company, which provisions Transactions and shall not be amended, repealed or otherwise modified continue in full force and effect for a period of seven not less than six (76) years from the Effective Time; provided, -------- that in the event any claim or claims are asserted or made within such six-year period, all rights to indemnification in respect of any such claim or claims shall continue until final disposition of any and all such claims. It is understood and agreed that the Surviving Corporation and BMOC shall advance, indemnify and hold harmless, as and to the full 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). In addition, the Surviving Corporation and BMOC shall cause to be maintained in effect for not less than six (6) 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 current policies 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 directors' and 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 Cal Jockey and/or BMOC as of the date hereof; provided, that--------- that such corporations will be permitted to substitute therefor policies of at least the same coverage containing terms and conditions which are no less advantageous and provided that such substitution shall not result in any gaps or lapses in coverage with respect to matters occurring prior to the Effective Time; provided, in satisfying its obligation under this Section 6.10(b)further, Parent that such corporations shall not be obligated required to pay an aggregate -------- ------- annual premium in excess of two hundred fifty percent (250%) 200% of the amount per annum the Company last annual premium 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 by Cal Jockey and/or BMOC prior to the date hereofhereof and if they are unable to obtain the insurance required, they shall obtain as much comparable insurance as possible for an annual premium equal to such maximum amount. AlternativelyIn all cases, in full satisfaction the Surviving Corporation guarantees the indemnification obligations of its obligations BMOC with respect to any claims of the Indemnified Parties under this Section 6.10(b), Parent may purchase a seven (7) year prepaid (or “tail”) policy on terms with respect to coverage 10.12. The parties hereto acknowledge 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, agree 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 current or former director or officer of the Company (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, or under Delaware Law or any other Applicable Law or under any agreement of any Indemnified Person with the Company or any of its Subsidiaries. These rights shall survive consummation of the Mergers and are 10.12 is intended to benefit, and shall be enforceable by, each grant third party rights to the Indemnified PersonParties to enforce the covenants contained in this Section 10.12.

Indemnification and Insurance. (a) The Parent and Merger Sub agree that all rights to indemnification, exculpation and advancement of expenses existing in favor of the current or former directors and officers of the Company and its Subsidiaries (each an “Indemnified Person”) as provided in the Company’s Certificate of Incorporation and Bylaws or Bylaws, the organizational documents of the Surviving Corporation shall contain provisions no less favorable 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 each case as in effect as of the date hereof with respect to indemnification than those set forth in the Certificate of Incorporation and Bylaws of the Company, which provisions shall not be amended, repealed matters occurring prior to or otherwise modified for a period of seven (7) years from at the Effective Time Time, shall survive the Offer Closing and the Merger and shall continue 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 Lawfull force and effect in accordance with their respective terms. (b) For a period of seven (7) years following From and after the Effective Time, Parent shall maintain officers’ and directors’ liability insurance the Surviving Corporation 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 covering those persons who are currently covered on the date Time, policies of this Agreement by the Company’s directors’ and officers’ liability insurance policy (which may take the form of an extended reporting period, endorsement or who becomes policy) covering the Persons currently covered prior to by the Effective Time on terms with respect to coverage and amount no less favorable than those in the current Company’s existing directors’ and officers’ liability insurance policy maintained by policies in an amount and scope at least as favorable as the Company and in effect Company’s policies existing on the date hereof; provided, thathowever, in satisfying its obligation under this Section 6.10(b), that neither Parent nor the Surviving Corporation shall not be obligated required to pay an aggregate annual premium for such insurance policies in excess of two hundred fifty percent (250%) 300% of the amount per annum annual premium paid by the Company paid in 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 respect the greatest coverage available for a cost not exceeding such amount. Notwithstanding anything to its current 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 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 policies on terms with respect to coverage and amount conditions no less favorable than those in the current directors’ and officers’ liability insurance policy maintained by the Company and policies in effect on the date hereof; provided, however, that the cost of maximum aggregate annual premium for such insurance policies for any such policy need year shall not exceed two hundred fifty percent (250%) be in excess of the maximum aggregate annual premium currently paid contemplated by the Company for such insuranceimmediately preceding sentence. (c) The rights of each current or former director or officer of Notwithstanding anything herein to the Company (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 Subsidiariescontrary, or under Delaware Law or any other Applicable Law or under any agreement of if any Indemnified Person notifies the Surviving Corporation on or prior to the sixth anniversary of the Effective Time that a Legal Proceeding (whether arising before, at or after the Effective Time) has been commenced against such Indemnified Person in respect of which such Person expects to seek indemnification pursuant to this Section 6.05, the provisions of this Section 6.05 shall continue in effect with respect to such Legal Proceeding until the Company or any final disposition of its Subsidiaries. These rights such Legal Proceeding. (d) This Section 6.05 shall survive the consummation of the Mergers Merger and are is intended to benefit, and shall be enforceable by, the Indemnified Persons and their respective heirs and legal representatives. (e) In the event that the Surviving Corporation or Parent or any of their respective successors or assigns (i) consolidates with or merges into any other Person and shall not be the continuing or surviving Person of such consolidation or merger or (ii) transfers or conveys all or substantially all of its properties and assets to any Person, then, and in each Indemnified Personsuch 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 6.05.

Indemnification and Insurance. (a) The Certificate of Incorporation From and Bylaws of after the Effective Time, Parent and the Surviving Corporation shall contain provisions no less favorable indemnify, defend and hold harmless, and Parent shall cause the Surviving Corporation (including, if necessary, providing the Surviving Corporation with respect sufficient funds) to indemnification than those set forth in indemnify, defend and hold harmless, each person who is now, or has been at any time prior to the Certificate of Incorporation and Bylaws date hereof or who becomes prior to the Effective Time, an officer, director, employee or agent of the CompanyCompany or any of its subsidiaries (the “Indemnified Parties”) against all losses, claims, damages, expenses (including reasonable legal fees and expenses), liabilities or judgments or amounts that are paid in settlement with the approval of the indemnifying party (which provisions approval shall not be amended, repealed unreasonably withheld or otherwise modified for a period delayed) incurred based in whole or in part on or arising in whole or in part out of seven (7) years from the Effective Time in any manner that would adversely affect the rights thereunder of individuals who, actions or omissions or alleged actions or omissions occurring at or prior to the Effective Time were directors, officers or employees to the same extent and on the same terms and conditions (including with respect to advancement of expenses) provided for in the Company, unless such modifications shall be required by Applicable ’s articles of incorporation and bylaws and agreements in effect at the date hereof (to the extent consistent with applicable Law). (b) For a period of seven (7) six years following after the Effective Time, Parent shall maintain officers’ in effect, and directors’ liability insurance shall cause the Surviving Corporation to maintain in respect effect, without any lapses of acts or omissions occurring prior to coverage, the Effective Time covering those persons who are currently covered on the date current policies of this Agreement by the Company’s directors’ and officers’ liability insurance policy maintained by the Company (provided that Parent may substitute 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 who becomes covered prior to in part from facts or events which occurred before the Effective Time on (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 then the Company’s current policies with respect to coverage and amount no less favorable than those claims arising in whole or in part from facts or events which occurred before the Effective Time (the “Tail Coverage”). Parent shall not be obligated to make annual premium payments for any Continuation Coverage to the extent such premiums exceed 200% of the annual premiums paid as of the date hereof by the Company for its current policies of directors’ and officers’ liability insurance policy maintained by the Company and in effect on the date hereof; providedor, thatif Parent elects to obtain Tail Coverage, in satisfying its obligation under this Section 6.10(b), Parent it shall not be obligated to pay an aggregate premium payment for such Tail Coverage in excess of two hundred fifty percent (250%) 300% of the amount per annum annual premiums paid as of the date hereof by the Company paid in its last full fiscal year with respect to for its current policies of directors’ and officers’ liability insurance policy, which (the “Maximum Amount”). If the amount Company has disclosed of the premiums necessary to Parent prior to maintain or procure such insurance coverage exceeds the date hereof. Alternatively, in full satisfaction of its obligations under this Section 6.10(b)Maximum Amount, 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 Surviving Corporation shall, and Parent shall cause the Surviving Corporation to, maintain the most advantageous policies of 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 obtainable for an annual premium currently paid by equal to the Company for such insuranceMaximum 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 rights provisions of each current or former director or officer of the Company (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, or under Delaware Law or any other Applicable Law or under any agreement of any Indemnified Person with the Company or any of its Subsidiaries. These rights 6.9 shall survive the consummation of the Mergers Merger and are intended to benefitbe 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 Indemnified 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. Institution shall indemnify, defend and hold harmless Advarra and its and its affiliates’ directors, officers, employees, and agents (aeach, including Advarra, an “Indemnitee”) The Certificate from and against any and all 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 from Institution’s negligence, intentional misconduct, breach of Incorporation this Agreement, or failure to comply with applicable laws, rules, and Bylaws regulations. Advarra shall give Institution prompt notice of any claim for which indemnification is sought hereunder. Institution shall have the Surviving Corporation shall contain provisions no less favorable opportunity to undertake the defense of and to settle by compromise or otherwise any claim for which indemnification is available under this Section with respect to indemnification than those set forth in the Certificate of Incorporation and Bylaws of the Company, legal counsel approved by Advarra (which provisions approval shall not be amendedunreasonably withheld or delayed). If Institution so assumes the defense of any claim, repealed or otherwise modified for a period Xxxxxxx may participate in such defense with legal counsel of seven (7) years from the Effective Time in any manner that would adversely affect Advarra’s selection and at the rights thereunder expense of individuals whoXxxxxxx. If Institution, at or prior to the Effective Time were directorsexpiration of twenty (20) days after receipt of notice of a claim for indemnification under this Section, officers has not assumed the defense thereof, Advarra may thereupon undertake the defense thereof on behalf of, and at the risk and expense of, Institution, with all reasonable costs and expenses of such defense to be paid by Institution. No compromise or employees settlement of the Company, unless any such modifications claims shall be required by Applicable Law. made without the prior consent in writing of Advarra (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 which consent shall not be obligated to pay an aggregate premium in excess unreasonably withheld or delayed). Advarra will not be liable for any indirect, consequential, special, incidental or punitive damages of two hundred fifty percent (250%) any kind or nature which arise out of the amount per annum provision of Services or Institution’s use of or reliance on them. Without limiting the Company paid in its last full fiscal year with respect foregoing, Xxxxxxx’s liability to its current directors’ Institution and officers’ liability insurance policy, which amount Company has disclosed to Parent prior to the date hereof. Alternativelysum of all of Institution’s remedies against Advarra will not exceed, in full satisfaction the aggregate, the Fees that have been paid by Institution to Advarra under this Agreement. The Institution agrees that it shall maintain at its expense, or cause to be maintained, during the performance of this Agreement, insurance covering the Institution, Principal Investigators and all other research personnel for bodily injury, death and professional liability. The Institution will provide evidence of its obligations under insurance or self-insurance to Advarra, upon request. Advarra will provide at its expense, and maintain throughout the term of this Section 6.10(b)Agreement, Parent may purchase a seven (7) year prepaid (or “tail”) policy on terms with respect to general liability coverage and amount no less favorable than those in officer and director liability coverage. Upon request, Xxxxxxx agrees to provide the current directors’ and officers’ liability insurance policy maintained by the Company and in effect on the date hereof; provided, however, that the cost Institution with Certificates 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 current or former director or officer of the Company (each an “Indemnified Person”) under Insurance demonstrating 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, or under Delaware Law or any other Applicable Law or under any agreement of any Indemnified Person with the Company or any of its Subsidiariescoverage. These rights This section shall survive consummation any termination of the Mergers and are intended to benefit, and shall be enforceable by, each Indemnified Personthis Agreement.

Indemnification and Insurance. (a) The Certificate of Incorporation Subject to Section 6.01(b)), from and Bylaws after the applicable Effective Time, Holdings agrees that it will, and will cause the SPAC Surviving Subsidiary and Company Surviving Subsidiary, to indemnify and hold harmless each present and former director and officer of the Surviving Corporation shall contain provisions no less favorable Group Companies and SPAC against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred in connection with respect any Action against such Person in their capacity as an officer or director, whether civil, criminal, administrative, regulatory or investigative, arising out of or pertaining to indemnification than those set forth in matters existing or occurring at or prior to the Certificate of Incorporation and Bylaws of applicable Effective Time, whether asserted or claimed prior to, at or after the applicable Effective Time a (“D&O Indemnifiable Claim”), to the fullest extent that the Company, which provisions the Company’s Subsidiaries, Holdings or SPAC, as the case may be, are under applicable Law and their respective certificate of incorporation, memorandum and articles of association, bylaws, or other Organizational Documents in effect on the date of this Agreement to indemnify such Person (including the advancing of expenses as incurred to the fullest extent permitted under applicable Law). Without limiting the foregoing, but subject to Section 6.01(b), Holdings shall, and shall not be amendedcause SPAC Surviving Subsidiary and Company Surviving Subsidiary, repealed or otherwise modified to (i) maintain for a period of seven not less than six (76) years from the applicable Effective Time provisions in their respective certificates of incorporation (if applicable), memorandum and articles of association, bylaws and other Organizational Documents concerning the indemnification and exculpation (including provisions relating to expense advancement) of officers and directors for D&O Indemnifiable Claims 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 manner respect that would adversely affect the rights thereunder of individuals whothose Persons thereunder, at or prior to the Effective Time were directorsin each case, officers or employees of the Company, unless such modifications shall be except as required by Applicable Law. (b) For a period of seven six (76) years following from the applicable Effective Time, Parent Holdings shall, and shall cause the SPAC Surviving Subsidiary and Company Surviving Subsidiary, to maintain officersin effect directors’ and directorsofficers’ liability insurance in respect of acts or omissions occurring prior to the Effective Time covering those persons Persons who are currently covered on by the date SPAC’s, the Company’s or its Subsidiaries’ directors’ and officers’ liability insurance policies (a true, correct and complete copy of this Agreement by the Company’s directors’ and officers’ liability insurance policy has been heretofore made available to SPAC or who becomes covered its agents or Representatives) for liability prior to the Effective Time date hereof, on terms with respect to coverage and amount no not less favorable than those the terms of such current insurance coverage, except that in no event shall Holdings be required to pay an annual premium for such insurance in excess of 300% of the aggregate annual premium payable by the Group Companies for such insurance policy for the year ended December 31, 2023; provided, however, that (i) Holdings shall cause coverage to be extended under the current directors’ and officers’ liability insurance by obtaining a six (6) year “tail” policy containing terms not materially less favorable than the terms of such current insurance coverage with respect to D&O Indemnifiable Claims existing or occurring at or prior to the applicable Effective Time, and the premiums and all other cost of such “tail” policy shall be paid for at the Closing in accordance with Section 2.16, and (ii) if any claim or Action is asserted or made within such six (6) year period, any insurance required to be maintained by the Company and in effect on the date hereof; provided, that, in satisfying its obligation under this Section 6.10(b)6.02 shall be continued in respect of such claim until the final disposition thereof. Notwithstanding anything to the contrary, Parent shall not be obligated to pay an aggregate premium in excess of two hundred fifty percent the event there is a D&O Indemnifiable Claim against a Person that (250%i) of would have been covered by the amount per annum SPAC’s, the Company paid in Company’s or its last full fiscal year with respect to its current Subsidiaries’ directors’ and officers’ liability insurance policypolicies, which amount Company has disclosed and (ii) such D&O Indemnifiable Claim relates to Parent or arises from events prior to or at the date hereof. AlternativelyExtraordinary General Meeting, including in full satisfaction of its obligations under this Section 6.10(b)connection with the Transactions, Parent may purchase a seven (7) year prepaid (or then the “tail”” policy shall be the first source of recourse for each Person subject to claim or Action (on a primary non-contributory basis) and such Person must exhaust recourse against the “tail” policy on terms with respect to coverage and amount no less favorable than those in before seeking indemnification (including advancement of expenses) or exculpation against Holdings, the current directors’ and officers’ liability insurance policy maintained by SPAC Surviving Subsidiary or 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 Surviving Subsidiary for such insurancea D&O Indemnifiable Claim. (c) The rights of each current or former director or officer of Notwithstanding anything contained in this Agreement to the Company (each an “Indemnified Person”) under contrary, 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, or under Delaware Law or any other Applicable Law or under any agreement of any Indemnified Person with the Company or any of its Subsidiaries. These rights 6.02 shall survive the consummation of the Mergers and are intended to benefit, indefinitely and shall be enforceable bybinding, jointly and severally, on Holdings, SPAC Surviving Subsidiary and Company Surviving Subsidiary and their respective successors and assigns. In the event that Holdings, SPAC Surviving Subsidiary, Company Surviving Subsidiary or any of their respective successors or assigns consolidates with or merges into any other Person and shall not be the continuing or surviving corporation or entity of such consolidation or merger or transfers or conveys all or substantially all of its properties and assets to any Person, then, and in each Indemnified Personsuch case, Holdings, as the case may be, shall ensure that proper provision shall be made so that the successors and assigns of Holdings, SPAC Surviving Subsidiary or Company Surviving Subsidiary, as the case may be, shall succeed to the obligations set forth in this Section 6.02.

Indemnification and Insurance. (a) The Certificate of Incorporation From and Bylaws after the Effective Time, Acquiror and the Surviving Company agree that they shall indemnify and hold harmless each present and former director and officer of the Company against any 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 effect on the date of this Agreement to indemnify such Person (including the advancing of expenses as incurred to the fullest extent permitted under applicable Law). Without limiting the foregoing, Acquiror shall, and shall cause the Surviving Corporation shall contain provisions no less favorable with respect to indemnification than those set forth in the Certificate of Incorporation and Bylaws of the CompanyCompany to, which provisions shall not be amended, repealed or otherwise modified (i) maintain for a period of seven (7) 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 manner respect that would adversely affect the rights thereunder of individuals whothose Persons thereunder, at or prior 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 the Effective Time were directorshonor, officers or employees each of the Company, unless such modifications shall be required by Applicable Lawcovenants in this Section 7.02. (b) For a period of seven (7) six years following from the Effective Time, Parent Acquiror shall, or shall cause one or more of its Subsidiaries to, maintain officersin effect directors’ and directorsofficers’ liability insurance in respect of acts or omissions occurring prior to the Effective Time covering those persons Persons who are currently covered on the date of this Agreement by the Company’s directors’ and officers’ liability insurance policy policies (true, correct and complete copies of which have been heretofore made available to Acquiror or who becomes covered prior to the Effective Time its agents or representatives) on terms with respect to coverage and amount no not less favorable than those 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 is asserted or made within such six-year period, any insurance required to be maintained by the Company and in effect on the date hereof; provided, that, in satisfying its obligation under this Section 6.10(b), Parent 7.02 shall not be obligated to pay an aggregate premium continued in excess respect of two hundred fifty percent (250%) of such claim until 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 insurancefinal disposition thereof. (c) This Section 7.02 shall survive the consummation of the Merger indefinitely and shall be binding, jointly and severally, on Acquiror and the Surviving Company and all successors and assigns of Acquiror and the Surviving 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 the continuing or surviving corporation or entity of such consolidation or merger or transfers or conveys all or substantially all of its properties and assets to any Person, then, and in each such case, Acquiror and the Surviving Company shall ensure that proper provision shall be made so that the successors and assigns of Acquiror or the Surviving Company, as the case may be, shall succeed to the obligations set forth in this Section 7.02. The rights obligations of each current 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 or and officer of the Company (each an “Indemnified Person”) under this Section 6.10 shall be in addition to any rights such Person may have under without the Certificate of Incorporation or Bylaws consent of the Company or any of its Subsidiaries, or under Delaware Law or any other Applicable Law or under any agreement of any Indemnified Person with the Company or any of its Subsidiaries. These rights shall survive consummation of the Mergers and are intended to benefit, and shall be enforceable by, each Indemnified affected Person.

Indemnification and Insurance. (a) The For not less than six (6) years from and after the Effective Time, Parent agrees to, and to cause the Surviving Corporation to, indemnify and hold harmless all past and present directors or 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 Incorporation, Amended and Restated Bylaws and indemnification agreements set forth on Section 6.8(a) of the Company Disclosure Schedule, if any, in existence on the date of this Agreement with any Covered Persons for acts or omissions occurring at or prior to the Effective Time; provided, however, that Parent agrees to, and to cause the Surviving Corporation to, indemnify and hold harmless such persons to the fullest extent permitted by 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 any person to whom expenses are advanced undertakes to repay such 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. (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 indemnification, advancement of expenses and exculpation of Covered Persons than those are currently set forth in the Company’s Certificate of Incorporation and Bylaws 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 that is no less favorable than the Company’s existing policies in effect as of the date hereof (the “Existing Policies”); provided, which provisions however, that the Surviving Corporation shall not be amendedrequired to pay an annual premium for such insurance policies in excess of 300% of the last annual premium paid prior to the date of this Agreement, repealed 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 otherwise modified for a period the Company (with the consent of seven (7Parent) 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 directorsfor purposes of this Section 6.8(c), which policies provide such directors and officers or employees of with coverage no less favorable than the Company, unless such modifications shall be required by Applicable Law. (b) For a Existing Policies for an aggregate period of seven six (76) years following with respect to Claims arising from facts or events that occurred on or before the Effective Time, Parent shall maintain officers’ and directors’ liability insurance including, without limitation, in respect of acts or omissions occurring prior to connection with the Effective Time covering those persons who are currently covered on the date approval of this Agreement by and 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 hereoftransactions contemplated hereby; provided, however, that the cost of any annual premium for such policy need insurance policies shall not exceed two hundred fifty percent (250%) 300% of the last annual premium currently paid by prior to the Company for date of this Agreement. If such insuranceprepaid policies have been obtained prior to the Effective Time, Parent shall, and shall cause the Surviving Corporation to, maintain such policies in full force and effect, and continue to honor the obligations thereunder. (cd) The rights 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 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 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 current such case, proper provision shall be made so that such continuing or former director surviving corporation or officer entity or transferee of such assets, as the Company case may be, shall assume the obligations set forth in this Section 6.8. (each an “Indemnified Person”f) From and after the Acceptance Time, the obligations under this Section 6.10 6.8 shall not be terminated or modified in addition such a manner as to affect adversely any rights Covered Person without the consent of such Person may have under the Certificate affected Covered Person. The provisions of Incorporation or Bylaws of the Company or any of its Subsidiaries, or under Delaware Law or any other Applicable Law or under any agreement of any Indemnified Person with the Company or any of its Subsidiaries. These rights this Section 6.8 shall survive the consummation of the Mergers Merger and are intended to benefitbe for the benefit of, and shall be enforceable by, each Indemnified Personof the Covered Persons and their respective successors, heirs and personal representatives.

Indemnification and Insurance. (a) The Certificate of Incorporation and Bylaws of the Surviving Corporation shall contain provisions no less favorable with respect to indemnification than those set forth in the Certificate of Incorporation and Bylaws 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 Following the Effective Time, Parent shall cause the Surviving Corporation to maintain in effect for not less than six years after the Closing Date, the Company’s current directors and officers’ insurance policies (or policies of at least the same coverage containing terms and directors’ liability insurance in conditions no less advantageous to the current and all former directors and officers of the Company) with respect of acts or omissions to matters occurring prior to the Effective Time covering those persons who are currently covered on Closing Date; provided, however, that Parent and the Surviving Corporation shall not be required to maintain or obtain policies providing such coverage except to the extent such coverage can be provided at an annual 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 this Agreement the Cap, the Surviving Corporation shall only be required to obtain as much coverage as can be obtained by paying an annual premium equal to the Company’s 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 policy or who becomes covered prior 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 the Effective Time on terms with respect to coverage and amount no less favorable than those keep in effect in the current directors’ and officers’ liability insurance policy maintained by Company Charter Documents all provisions at least as favorable as the provisions in the Company and in effect Charter Documents on the date hereof; providedhereof that provide for exculpation of director or officer liability and indemnification (and advancement of expenses related thereto) of the past and present officers, thatdirectors, in satisfying its obligation under this Section 6.10(b)employees, Parent fiduciaries and agents (“Indemnified Parties”) of the Company, except as limited by applicable Law, and such provisions shall not be obligated amended during such six year period except as either required by applicable Law or to pay an aggregate premium in excess make changes permitted by applicable Law that would enhance the rights of two hundred fifty percent (250%) past or present officers and directors to exculpation, indemnification or advancement 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 insuranceexpenses. (c) The rights 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 current such Person and his or former director her heirs, successors and representatives and in addition to, and not in substitution for, any other rights to indemnification or officer of the Company (each an “Indemnified Person”) under contribution that any such person may have by contract or otherwise. Notwithstanding anything contained in this Section 6.10 shall be in addition 5.7 to any rights such Person may have under the Certificate of Incorporation or Bylaws of the Company or any of its Subsidiariescontrary, or under Delaware Law or any other Applicable Law or under any agreement of any Indemnified Person with the Company or any of its Subsidiaries. These rights this Section 5.7 shall survive the consummation of the Mergers and are intended to benefit, Merger and shall be enforceable by, each Indemnified Personbinding on all successors and assigns of Parent and the Surviving Corporation.

Indemnification and Insurance. (a) The Certificate of Incorporation From and Bylaws after the Effective Time, Acquiror and the Surviving Companies agree that they shall indemnify and hold harmless each present and former director and officer of the Surviving Corporation shall contain provisions no less favorable with respect (x) Companies and each of their respective Subsidiaries (in each case, solely to indemnification than those set forth the extent acting in their capacity as such and to the Certificate of Incorporation and Bylaws extent such activities are related to the business of the CompanyCompanies being acquired under this Agreement) (the “Company Indemnified Parties”) and (y) Acquiror and each of its Subsidiaries (the “Acquiror Indemnified Parties” together with the Company Indemnified Parties, which provisions the “D&O Indemnified Parties”) against any 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 effect on the date of this Agreement to indemnify such D&O Indemnified Parties (including the advancing of expenses as incurred to the fullest extent permitted under applicable Law). Without limiting the foregoing, Acquiror shall, and shall not be amended, repealed or otherwise modified cause the Surviving Companies and their Subsidiaries to (i) maintain for a period of seven (7) 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 manner respect that would adversely affect the rights thereunder of individuals whothose Persons thereunder, at or prior 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 the Effective Time were directorshonor, officers or employees each of the Company, unless such modifications shall be required by Applicable Lawcovenants in this Section 8.9. (b) For a period of seven (7) six years following from the Effective Time, Parent Acquiror shall cause the Surviving Companies to 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 effect directors’ and officers’ liability insurance policy covering those Persons who are currently covered by Acquiror, the Companies’ or who becomes covered prior their Subsidiaries’ directors’ and officers’ liability insurance policies (true, correct and complete copies of which have been heretofore made available to the Effective Time Acquiror or its agents or representatives) on terms with respect to coverage and amount no not less favorable than those 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 is asserted or made within such six-year period, any insurance required to be maintained by the Company and in effect on the date hereof; provided, that, in satisfying its obligation under this Section 6.10(b), Parent 8.9 shall not be obligated to pay an aggregate premium continued in excess respect of two hundred fifty percent (250%) of such claim until 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 insurancefinal disposition thereof. (c) The rights of each current or former director or officer of Notwithstanding anything contained in this Agreement to the Company (each an “Indemnified Person”) under contrary, 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, or under Delaware Law or any other Applicable Law or under any agreement of any Indemnified Person with the Company or any of its Subsidiaries. These rights 8.9 shall survive the consummation of the Mergers and are intended to benefit, indefinitely and shall be enforceable bybinding, jointly and severally, on Acquiror and the Surviving Companies and all successors and assigns of Acquiror and the Surviving 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 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 Indemnified Personsuch case, Acquiror and the Surviving Companies shall ensure that proper provision shall be made so that the successors and assigns of Acquiror or any of the Surviving Companies, as the case may be, shall succeed to the obligations set forth in this Section 8.9. (d) On the Closing Date, Acquiror shall 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 effective following the Closing.

Indemnification and Insurance. (a) The Certificate of Incorporation and Bylaws of the Surviving Corporation shall contain the provisions no less favorable with respect to indemnification than those set forth in the Certificate of Incorporation and Bylaws of the CompanyCompany as of the date of this Agreement, which provisions shall not be amended, repealed or otherwise modified for a period of seven from and after the Effective Time until at least six (76) years from after the Effective Time in any manner that would adversely affect the rights thereunder existing at the Effective Time of individuals who, who at or prior to the Effective Time were directors, officers officers, employees or employees agents of the Company, unless such modifications shall be modification is required by Applicable Lawlaw. (b) For a period of seven six (76) years following after the Effective Time, Parent shall maintain officers’ and directors’ liability insurance 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 covering those persons who are currently covered on to the date of this Agreement by extent provided in the Company’s directors’ 's Certificate of Incorporation 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 By-laws in effect on the date hereof; provided, provided that such indemnification shall be subject to any limitation imposed from time to time under applicable law. It is understood that, in satisfying its obligation under unless made by a court, any determination as to whether a person seeking indemnification pursuant to this Section 6.10(b), Parent 7.05 has met any applicable legal standard for indemnification shall not be obligated to pay an aggregate premium in excess made by a committee consisting of at least two hundred fifty percent (250%) of the amount per annum the Company paid in its last full fiscal year with respect to its current Parent's independent 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 Company shall purchase, effective on the Offer Closing Date, a "run-off" insurance policy of each the Company's current or former director or officer 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 (each an “Indemnified Person”) under this Section 6.10 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 in addition subject to any rights such Person may have under customary conditions and exclusions. In connection with the Certificate purchase of Incorporation such "run-off" policy, on or Bylaws before the Offer Closing Date, Parent, Merger Sub, Epstein Becker & Green, P.C., and the directors and officers of the Company 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 Subsidiariessuccessors 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 under Delaware Law (ii) transfers or conveys all or substantially all of its properties and assets to any other Applicable Law or under any agreement person, then, and in each such case, to the extent necessary to effectuate the purposes of this Section 7.05, proper provision shall be made so that the successors and assigns of Parent and the Surviving Corporation assume the obligations set forth in this Section 7.05; provided that, in the case of any Indemnified Person with such assignment by Parent or the Company or any Surviving Corporation, Parent and the Surviving Corporation shall remain liable for all of its Subsidiaries. These rights shall survive consummation their respective obligations under this Agreement. (e) The provisions of the Mergers and this Section 7.05 are intended to benefitbe for the benefit of, and shall be enforceable by, each Indemnified Personindemnified 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 person may have by contract or otherwise.

Indemnification and Insurance. (a) The Certificate For six (6) years after the Effective Time, Parent shall, and shall cause the Surviving Corporation and its Subsidiaries to, honor and fulfill in all respects the obligations of Incorporation the Company and Bylaws 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 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 (the “D&O Indemnified Parties”). In addition, for a period of six (6) years following the Effective Time, Parent shall (and shall cause the Surviving Corporation and its Subsidiaries to) cause the certificate or articles of incorporation and bylaws (and other similar organizational documents) of the Surviving Corporation shall and its Subsidiaries to contain provisions no less favorable with respect to indemnification than those set forth and exculpation that are at least as favorable as the indemnification and exculpation provisions contained in the Certificate certificate or articles of Incorporation incorporation and Bylaws bylaws (or other similar organizational documents) of the CompanyCompany and its Subsidiaries immediately prior to the Effective Time, which and during such six-year period, such 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 whorespect, at or prior to the Effective Time were directors, officers or employees of the Company, unless such modifications shall be except as required by Applicable Law. (b) For a period of seven six (76) years following after the Effective Time, Parent and the Surviving Corporation shall maintain officers’ and directors’ liability insurance cause to be maintained in respect effect the existing policy 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’ and fiduciary liability insurance policy (the “D&O Policy”) covering claims arising from facts or who becomes covered 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 amount amounts that are 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 in no event shall Parent or the cost Surviving Corporation be required to expend in any one year an amount in excess of any such policy need not exceed two hundred fifty percent (250%) 200% of the current annual premium currently paid by the Company (which annual premium is set forth on Schedule 6.10(b) of the Company Disclosure Schedule) for such insuranceinsurance (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 shall be obligated to obtain a policy with the greatest coverage available for a cost not exceeding the Maximum Annual Premium. Notwithstanding anything in this Section 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 not be terminated, amended or otherwise modified in such a manner as 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 each current or former director or officer enforcement as if a party thereto. The rights of the Company D&O Indemnified Parties (each an and other persons who are beneficiaries under the D&O Policy or the “Indemnified Person”tail” policy referred to in paragraph (b) above (and their heirs and representatives)) under this Section 6.10 shall be in addition to to, and not in substitution for, any other rights that such Person persons may have under the Certificate certificate or articles of Incorporation incorporation, bylaws or Bylaws other equivalent organizational documents, any and all indemnification agreements of or entered into by the Company or any of its Subsidiaries, or under Delaware applicable Law (whether at Law or any other Applicable Law or under any agreement of any Indemnified Person with in equity). (d) In the Company event that Parent, Surviving Corporation or any of its Subsidiaries. These rights their Subsidiaries (or any of their respective successors or assigns) shall survive consummation of the Mergers and are intended to benefit, consolidate or merge with any other person and shall not be enforceable bythe 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 Indemnified Personcase 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 assets, as the case may be, shall assume the obligations set forth in this Section 6.10.

Indemnification and Insurance. (a) The Certificate From and after the Closing, the Buyer shall cause the Companies to continue to indemnify and hold harmless each Company’s present and former directors, officers, and employees, in their capacities as such, from and against all damages, costs and expenses incurred or suffered in connection with any threatened or pending Action or Proceeding at law or in equity relating to the Transferred Business (including actions related to this Agreement, the Ancillary Transaction Agreements, or the transactions contemplated hereby or thereby) or the status of Incorporation and Bylaws of the Surviving Corporation shall contain provisions no less favorable with respect to indemnification than those set forth in the Certificate of Incorporation and Bylaws of the Companysuch individual as a director, which provisions shall not be amendedofficer, 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, employee at or prior to the Effective Time were directorsClosing, officers to the fullest extent permitted by applicable Law. The Buyer shall cause each Company to retain in the certificate or articles of incorporation or by-laws (or the comparable corporate charter documents) of each Company any indemnification provision or provisions, including provisions respecting the advancement of expenses, in effect immediately prior to the date of this Agreement solely for the benefit of each Company’s officers, directors and employees of that existed immediately prior to the CompanyClosing and during the time period prior to the Closing, unless and not thereafter amend the same with respect to such modifications shall be required by Applicable Lawpersons (except to the extent that such amendment preserves, increases or broadens the indemnification or other rights theretofore available to such officers, directors employees and agents). (b) For a period of seven (7) six years following from the Effective TimeClosing, Parent the Buyer shall maintain cause to be maintained in effect an officers’ and directors’ liability insurance in respect 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 Effective Time Closing covering those persons who are each Person currently covered on by such insurance policies held by or for the date benefit of this Agreement by the Company’s each Company and its respective directors’ , officers, and officers’ liability insurance policy or who becomes covered prior to the Effective Time employees on terms with respect to coverage and amount in amounts no less favorable in the aggregate than those in the current directors’ and officers’ liability insurance policy maintained by the Company and of such policies in effect on the date hereof; provided, that, in satisfying its obligation under of this Section 6.10(bAgreement (the “Existing Insurance”), Parent . The Buyer 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 satisfy its obligations under this Section 6.10(b), Parent may 4.14(b) by causing each Company to purchase a seven (7) year prepaid (or “tail”” policy from an insurer with a Standard & Poor’s or AM Best’s rating of at least A- — VIII, which (i) policy 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 with respect to coverage and amount that are no less favorable in the aggregate than those in of the current directors’ and officers’ liability insurance policy maintained by the Company and in effect on the date hereofExisting Insurance ; provided, however, that 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 (the “Current Premium”), and if such premiums for such insurance would at any time exceed 150% of the Current Premium, then the Buyer shall cause to be maintained policies of insurance which, in the Buyer’s reasonable determination, provide the maximum coverage available at an annual premium equal to 150% of the Current Premium. In lieu of such coverage, 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 any such policy need not exceed two hundred fifty percent (250%the amount set forth in Section 4.14(b) of the annual premium currently paid Buyer Disclosure Letter or by causing each such Person to become a “covered person” under any D&O policy maintained by the Company for such insurance. (c) The rights of each current Buyer or former director or officer any Affiliate of the Company (each an “Indemnified Person”) under this Section 6.10 shall be Buyer which provides coverage in addition amounts and on terms no less favorable in the aggregate then those provided to any rights such Person may have Persons under the Certificate of Incorporation or Bylaws of the Company or any of its Subsidiaries, or under Delaware Law or any other Applicable Law or under any agreement of any Indemnified Person with the Company or any of its Subsidiaries. These rights shall survive consummation of the Mergers and are intended to benefit, and shall be enforceable by, each Indemnified PersonExisting Insurance.

Indemnification and Insurance. (a) The Certificate of Incorporation From and Bylaws of after the Effective Time, the Surviving Corporation shall contain provisions no less favorable with respect to indemnification than those set forth in (and Parent shall cause the Certificate of Incorporation and Bylaws of Surviving Corporation to) indemnify 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, who at or prior to the Effective Time were directors, directors or officers or employees of the CompanyCompany (collectively, unless the “Indemnitees”) with respect to all acts or omissions by them in their capacities as such modifications shall be required by Applicable Law. (b) For a period of seven (7) years following at any time prior to 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 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 by 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 the Company’s directors’ and officers’ liability insurance and indemnification policy) with an insurance and indemnification policy that provides coverage for events occurring at or who becomes covered prior to the Effective Time on terms with respect to coverage and amount (the “D&O Insurance”) that is no less favorable than those in the current directors’ and officers’ liability existing policy or, if substantially equivalent insurance policy maintained by coverage is unavailable, 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 hereofbest available coverage; provided, however, that Parent and the cost Surviving Corporation shall not be required to pay an annual premium for the D&O Insurance in excess of any such policy need not exceed two hundred fifty percent (250%) 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 the Surviving Corporation shall be obligated to obtain 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) by obtaining a prepaid “tail” policy of at least the same coverage and amounts containing terms and condition which are, in the aggregate, no less favorable to the insured than the existing policy, and maintaining such “tail” policy in full force and effect for a period of at least six (6) years. (c) The rights Indemnitees to whom this Section 5.8 applies shall be third party beneficiaries of this Section 5.8. The provisions of this Section 5.8 are intended to be for the benefit of each current Indemnitee, his or former director her heirs and his or officer of her representatives. (d) In the Company (each an “Indemnified Person”) under this Section 6.10 shall be in addition to any rights such Person may have under event that Parent or the Certificate of Incorporation or Bylaws of the Company Surviving Corporation or any of its Subsidiaries, their respective successors or under Delaware Law assigns (i) consolidates with or merges into any other Applicable Law Person and shall not be the continuing or under any agreement surviving corporation or entity of any Indemnified Person with the Company such consolidation or any merger or (ii) transfers or conveys all or a majority of its Subsidiaries. These rights shall survive consummation of the Mergers properties and are intended assets to benefitany Person, then, and in each such case, proper provision shall be enforceable by, each Indemnified Personmade so that the successors and assigns of Parent or the Surviving Corporation shall succeed to the obligations set forth in this Section 5.8.

Indemnification and Insurance. (a) The Certificate of Incorporation From and Bylaws of after the Effective Time, the Surviving Corporation Company shall contain provisions no less favorable indemnify and hold harmless each present and former director and officer of Acquiror, the Company and each of its Subsidiaries against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred in connection with respect any Action, whether civil, criminal, administrative or investigative, arising out of or pertaining to indemnification than those set forth 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 Acquiror, 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 Governing Documents in effect on the Certificate date of Incorporation and Bylaws this Agreement to indemnify such Person (including the advancing of expenses as incurred to the Companyfullest extent permitted under applicable Law). Without limiting the foregoing, which provisions the Surviving Company shall not be amended, repealed or otherwise modified (i) maintain for a period of seven not less than six (76) 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 manner respect that would adversely affect the rights thereunder of individuals whothose Persons thereunder, at or prior to the Effective Time were directorsin each case, officers or employees except as required by Law. The Surviving Company shall assume, and be liable for and honor each of the Company, unless such modifications shall be required by Applicable Lawcovenants in this Section 7.01. (b) For a period of seven six (76) years following from the Effective Time, Parent the Surviving Company shall maintain officersin effect directors’ and directorsofficers’ liability insurance in respect of acts or omissions occurring prior to the Effective Time covering (i) those persons Persons who are currently covered on the date of this Agreement 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 policy or who becomes covered prior policies (true, correct and complete copies of which have been heretofore made available to the Effective Time Company or its agents or representatives), in each case, on terms with respect to coverage and amount no not less favorable than those in the better of (A) the terms of the current directors’ and officers’ liability insurance policy maintained by policies in place for the Company Company’s 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 directorsSubsidiaries’ directors and officers’ liability insurance policy, which amount Company has disclosed to Parent prior to (B) the date hereof. Alternatively, in full satisfaction terms 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 policies in place for the Acquiror’s directors and officers, and (C) the terms of a typical directors’ and officers’ liability insurance policy maintained 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 in effect on its Subsidiaries or Acquiror for such applicable insurance policy for the date hereofyear ended December 31, 2020; provided, however, that (i) the cost 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 is asserted or made within such policy need not exceed two hundred fifty percent (250%) six-year period, any insurance required to be maintained under this Section 7.01 shall be continued in respect of such claim until the annual premium currently paid by the Company for such insurancefinal disposition thereof. (c) Notwithstanding anything contained in this Agreement to the contrary, this Section 7.01 shall survive the consummation of the Merger indefinitely and shall be binding on the Surviving Company and all successors and assigns of the Surviving Company. In the event that the Surviving Company 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 the Surviving Company shall ensure that proper provision shall be made so that the successors and assigns of the Surviving Company shall succeed to the obligations set forth in this Section 7.01. The rights obligations of each current the Surviving Company under this Section 7.01 shall not be terminated or modified in such a manner as to materially and adversely affect any present or former director or officer of the Company (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 Acquiror, the Company or any each of its Subsidiaries, or under Delaware Law or any other Applicable Law or under any agreement of any Indemnified Person with Subsidiaries to whom this Section 7.01 applies without the Company or any of its Subsidiaries. These rights shall survive consummation consent of the Mergers and are intended to benefit, and shall be enforceable by, each Indemnified affected Person.

Indemnification and Insurance. (a) The Certificate For not less than six (6) years from and after the Effective Time, Parent agrees to, and to cause the Surviving Corporation to, indemnify and hold harmless all past and present directors or officers of Incorporation 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 Articles of Incorporation, Third Amended and Restated Bylaws and indemnification agreements set forth on Section 6.9(a) of the Company Disclosure Schedule, if any, in existence on the date of this Agreement with any Covered Persons for acts or omissions occurring at or prior to the Effective Time; provided, however, that Parent agrees to, and to cause the Surviving Corporation to, indemnify and hold harmless such persons to the fullest extent permitted by 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 any person to whom expenses are advanced undertakes to repay such 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 6.9 shall continue in effect until the final disposition of such Claim, Action, suit, proceeding or investigation. (b) For not less than six (6) years from and after the Effective Time, the articles of incorporation and bylaws of the Surviving Corporation shall contain provisions no less favorable with respect to indemnification indemnification, advancement of expenses and exculpation of Covered Persons than those are currently set forth in the Certificate Company’s Articles of Incorporation and Bylaws Third Amended and Restated Bylaws. Any indemnification agreements with Covered Person in existence on the date of this Agreement set forth on Section 6.9(a) of the CompanyCompany Disclosure Schedule shall be assumed by the Surviving Corporation in the Merger, which provisions without any further action, and shall not be amended, repealed or otherwise modified for a period of seven survive the Merger and continue in full force and effect in accordance with their terms. (7c) For six (6) years from 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 that is no less favorable than the Company’s existing policies in any manner effect as of April 4, 2012 (the “Existing Policies”); provided, however, that would adversely affect the rights thereunder Surviving Corporation shall not be required to pay an annual premium for such insurance policies in excess of individuals who300% of the last annual premium paid prior to the date of this Agreement (which annual premium is set forth in Section 6.9(c) of the Company Disclosure Schedule), but in such case Parent shall maintain policies of directors and officers insurance and indemnification as closely approximating the terms of the Existing Policies that are obtainable for an aggregate annual premium not to exceed 300% of the last annual premium paid prior to the date of this Agreement. 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 (in either case, Parent and the Company shall cooperate and consult with each other in good faith with respect thereto) at or prior to the Effective Time were directorsfor purposes of this Section 6.9(c), which policies provide such directors and officers or employees of with coverage no less favorable than the Company, unless such modifications shall be required by Applicable Law. (b) For a Existing Policies for an aggregate period of seven six (76) years following with respect to Claims arising from facts or events that occurred on or before the Effective Time, Parent shall maintain officers’ and directors’ liability insurance including, without limitation, in respect of acts or omissions occurring prior to connection with the Effective Time covering those persons who are currently covered on the date approval of this Agreement by and 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 hereoftransactions contemplated hereby; provided, however, that the cost of any annual premium for such policy need insurance policies shall not exceed two hundred fifty percent (250%) 300% of the last annual premium currently paid by prior to the Company for date of this Agreement. If such insuranceprepaid policies have been obtained prior to the Effective Time, Parent shall, and shall cause the Surviving Corporation to, maintain such policies in full force and effect, and continue to honor the obligations thereunder. (cd) The rights 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 6.9. (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 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 current such case, proper provision shall be made so that such continuing or former director surviving corporation or officer entity or transferee of such assets, as the Company case may be, shall assume the obligations set forth in this Section 6.9. (each an “Indemnified Person”f) From and after the Acceptance Time, the obligations under this Section 6.10 6.9 shall not be terminated or modified in addition such a manner as to affect adversely any rights Covered Person without the consent of such Person may have under the Certificate affected Covered Person. The provisions of Incorporation or Bylaws of the Company or any of its Subsidiaries, or under Delaware Law or any other Applicable Law or under any agreement of any Indemnified Person with the Company or any of its Subsidiaries. These rights this Section 6.9 shall survive the consummation of the Mergers Merger and are intended to benefitbe for the benefit of, and shall be enforceable by, each Indemnified Personof the Covered Persons and their respective successors, heirs and personal representatives.

Indemnification and Insurance. (a) The Certificate Licensee shall indemnify, defend and hold harmless the Foundation and its current and former directors, board members, trustees, officers, employees, and agents and their respective successors, heirs and assigns (collectively, the “Indemnitees”), from and against any and all claims, liabilities, costs, expenses, damages, deficiencies, losses or obligations of Incorporation any kind or nature (including reasonable attorneys’ fees and Bylaws other costs and expenses of the Surviving Corporation shall contain provisions no less favorable with respect to indemnification than those set forth in the Certificate of Incorporation and Bylaws of the Companylitigation) (collectively “Claims”) based upon, which provisions shall not be amendedarising out of, repealed or otherwise modified for a period relating to this Agreement, including without limitation any cause of seven (7) years from the Effective Time in action relating to product liability concerning any manner that would adversely affect the rights thereunder of individuals whoproduct, at process, or prior service made, used, or sold pursuant to the Effective Time were directors, officers any right or employees of the Company, unless such modifications shall be required by Applicable Lawlicense granted under this Agreement. (b) For a period of seven (7) years following the Effective TimeLicensee shall, Parent shall maintain officers’ and directors’ liability insurance in respect of acts or omissions occurring prior at its own expense, provide attorneys reasonably acceptable 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 Foundation to defend against any actions brought or who becomes covered prior to the Effective Time on terms filed against any Indemnitee hereunder 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; providedsubject of indemnity contained herein, that, in satisfying its obligation under this Section 6.10(b), Parent shall whether or 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 insuranceactions are rightfully brought. (c) Licensee shall, at its sole cost and expense, procure and maintain commercial general liability insurance with reasonable coverage for Licensee’s line of business. The rights amount of each current or former director or officer insurance coverage shall not be construed to create a limitation of Licensee’s liability with respect to its indemnification obligations under this Agreement. (d) Licensee shall provide the Foundation with written evidence of such insurance upon request of the Company Foundation. Licensee shall provide the Foundation with written notice at least thirty (each an “Indemnified Person”30) under days prior to the cancellation, non-renewal, or material change in such insurance; if Licensee does not obtain replacement insurance providing comparable coverage within such thirty (30) day period, the Foundation shall have the right to terminate this Section 6.10 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 in addition to any rights such Person may have under less than five (5) years after the Certificate expiration or termination of Incorporation or Bylaws of the Company or any of its Subsidiaries, or under Delaware Law or any other Applicable Law or under any agreement of any Indemnified Person with the Company or any of its Subsidiaries. These rights shall survive consummation of the Mergers and are intended to benefit, and shall be enforceable by, each Indemnified Person.this Agreement

Indemnification and Insurance. (a) 8.6.1 The Certificate of Incorporation and Bylaws of the Surviving Corporation shall contain indemnification provisions no less favorable with respect to indemnification than those set forth in the Certificate Organizational Documents of Incorporation and Bylaws of the Company, which provisions DFT shall not be amended, repealed modified or otherwise modified repealed for a period of seven six (76) years from the Effective Time Closing Date in any manner that would adversely affect the rights thereunder as of the Closing Date of individuals whowho at the Closing Date were directors, officers, employees or agents of DFT, unless such modification is required after the Closing Date by Law and then only to the 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 director, officer or employee of DFT (collectively, the "Indemnified Parties") against any costs or expenses (including attorneys' fees), judgments, fines, losses, claims, damages, liabilities and amounts paid in settlement in connection with any Proceeding (each, a "Loss") (x) arising out of or pertaining to the transactions contemplated by this Agreement or (y) otherwise with respect to any acts or omissions occurring at or prior to the Effective Time were directorsClosing Date, 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 same extent as provided in DFT's Organizational Documents 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 any applicable contract or agreement as in effect on the date hereof; provided, that, in satisfying its obligation under this Section 6.10(beach case for a period of 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 event of any such Proceeding (whether arising before or after the Closing Date), Parent (i) any counsel retained by the Indemnified Parties for any period after the Closing Date shall not be obligated reasonably satisfactory to DFT, (ii) after the Closing Date, DFT shall pay an aggregate premium 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 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’ circumstances and officers’ liability insurance policy, which amount Company has disclosed to Parent prior to the date hereof. Alternativelyextent required by DFT's Organizational Documents, in full satisfaction of its obligations under this Section 6.10(b)any applicable contract or agreement or applicable Law, Parent may purchase a seven and (7iii) year prepaid (or “tail”) policy on terms with respect to coverage and amount no less favorable than those DFT will cooperate in the current directors’ and officers’ liability insurance policy maintained by the Company and in effect on the date hereofdefense of any such matter; provided, however, that 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 cost event that any 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 or claims shall continue until the disposition of any and all such claims. The Indemnified Parties as a group may retain only one law firm to represent them in each applicable jurisdiction with respect to any single action unless there is, under applicable standards of professional conduct, a conflict on any significant issue between the positions of any two (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, to the extent that it may wish, DFT will be entitled to assume the defense of any Proceeding, with counsel reasonably satisfactory to the Indemnified Parties. After notice from DFT of its election to assume the defense thereof, DFT will not be liable to 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 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 Indemnified Parties in which case DFT shall pay the reasonable fees and expenses of one separate counsel for the Indemnified Parties. 8.6.3 In addition, DFT will provide (or extend), for a period of not less than six (6) years after the Closing Date, to DFT's current directors and officers with an insurance and indemnification policy need that provides coverage for events occurring at or prior to the Closing Date (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, DFT shall not exceed two hundred fifty percent (250%) be required to pay an annual premium for the D&O Insurance in excess of 300% of the annual premium currently paid by the Company DFT for such insurance, but in such case shall purchase as much such coverage as possible for such amount. (c) The rights of each current or former director or officer of the Company (each an “Indemnified Person”) under this 8.6.4 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, or under Delaware Law or any other Applicable Law or under any agreement of any Indemnified Person with the Company or any of its Subsidiaries. These rights 8.6 shall survive the consummation of the Mergers and are transactions contemplated by this Agreement at the Closing Date, is intended to benefitbenefit the Indemnified Parties, shall be binding on all successors and assigns of DFT and shall be enforceable byby the Indemnified Parties, each and may not be amended without the prior written consent of the Indemnified PersonParties.

Indemnification and Insurance. (a) The Certificate From and after the Effective Time, TNK and the Surviving Company shall indemnify and hold harmless each individual who at the Effective Time is, or at any time prior to Effective Time was, a director or officer of Incorporation a TIL Company (each, an “Indemnitee” and, collectively, the “Indemnitees”) with respect to all claims, liabilities, losses, damages, judgments, fines, penalties, costs (including amounts paid in settlement or compromise) and Bylaws expenses (including reasonable fees and expenses of legal counsel) in connection with any Action (whether civil, criminal, administrative or investigative), whenever asserted, based on or arising out of, in whole or in part, (A) the fact that an Indemnitee was a director or officer of a TIL Company or (B) acts or omissions by an Indemnitee in the Indemnitee’s capacity as a director, officer, employee or agent of a TIL Company or taken at the request of a TIL Company (including in connection with serving at the request of a TIL Company as a director, officer, employee, agent, trustee or fiduciary of another Person (including any employee benefit plan)), in each case under clause (A) or (B), at, or at any time prior to, the Effective Time (including any Action relating in whole or in part to the transactions contemplated by this Agreement), to the fullest extent that TIL would be required to indemnify the Indemnitees under the TIL Organizational Documents as of the date of this Agreement. (b) Prior to the Effective Time, TIL shall, and if TIL is unable to, TNK shall cause the Surviving Corporation shall contain provisions Company as of the Effective Time to, obtain and fully pay for “tail” insurance policies with a claims 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 TIL’s current insurance carrier with respect to directors’ and officers’ liability insurance and fiduciary liability insurance (collectively, “D&O Insurance”) with benefits and levels of coverage no less favorable to the Indemnitees than TIL’s existing policies (including in connection with respect to indemnification than those set forth this Agreement or the transactions or actions contemplated hereby), provided, however, that in no event may TIL or the Surviving Company, as the case may be, expend in the Certificate aggregate for such policies an annual premium amount in excess of Incorporation and Bylaws 300% of the Companyannual premiums currently paid by TIL for such insurance. If TIL and the Surviving Company for any reason fail to obtain such “tail” insurance policies as of the Effective Time, which provisions the Surviving Company shall, and TNK shall not be amendedcause the Surviving Company to, repealed or otherwise modified continue to maintain in effect for a period of seven at least six years from and after the Effective Time the D&O Insurance in place as of the date of this Agreement with benefits and levels of coverage no less favorable to the Indemnitees than that provided in TIL’s existing policies as of the date of this Agreement, or the Surviving Company shall, and TNK shall cause the Surviving Company to, use reasonable best efforts to purchase comparable D&O Insurance for such six-year period with benefits and levels of coverage at least as favorable to the Indemnitees as provided in TIL’s existing policies as of the date of this Agreement; provided, however, that in no event shall TNK or the Surviving Company be required to expend in the aggregate for such policies an annual premium amount in excess of 300% of the annual premiums currently paid by TIL for such insurance; and, provided, further that if the annual premia of such insurance coverage exceed such amount, the Surviving Company shall obtain a policy with the greatest coverage available for a cost not exceeding such amount. (7c) For a period of six years from the Effective Time, TNK shall not permit any amendments to the Surviving Company’s articles of incorporation and bylaws (or in such documents of any successor to the business of the Surviving Company) that would adversely affect any right of a person who was or is a director or officer of TIL or its Subsidiaries at or prior to the Effective Time with respect to elimination of liability of directors, indemnification of directors, officers and employees and advancement of fees, costs and expenses under the TIL Organizational Documents. From and after the Effective Time, TNK shall cause the Surviving Company and its Subsidiaries to honor and comply with their respective obligations under any indemnification agreement with any Indemnitee in effect as of (and disclosed to TNK prior to) the date hereof, and not amend, repeal or otherwise modify any such agreement in any manner that would adversely affect the rights thereunder any right 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 Lawany Indemnitee thereunder. (bd) 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 The provisions 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 8.7 are (250%i) 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 current or former director or officer of the Company (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, or under Delaware Law or any other Applicable Law or under any agreement of any Indemnified Person with the Company or any of its Subsidiaries. These rights shall survive consummation of the Mergers and are intended to benefitbe for the benefit of, and shall be enforceable by, each Indemnified Indemnitee, his or her heirs and his or her legal representatives and (ii) in addition to, and not in substitution for, any other rights to indemnification or contribution that any such individual may have under the TIL Companies Organizational Documents, by contract or otherwise. The obligations of TNK and the Surviving Company under this Section 8.7 shall not be terminated or modified in such a manner as to adversely affect the rights of any Indemnitee to whom this Section 8.7 applies unless (x) such termination or modification is required by applicable Law or (y) the affected Indemnitee shall have consented in writing to such termination or modification (it being expressly agreed that the Indemnitees to whom this Section 8.7 applies shall be third-party beneficiaries of this Section 8.7). (e) In the event that TNK, the Surviving Company or any of their respective successors or assigns (i) consolidates with or merges into any other Person and is not the continuing or Surviving Company 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 TNK or the Surviving Company shall assume all of the obligations thereof set forth in this Section 8.7. (f) 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 TIL Companies for any of their respective directors, officers or other employees, in being understood and agreed that the indemnification provided for in this Section 8.7 is not prior to or in substitution for any such claims under such policies.

Indemnification and Insurance. (a) The Certificate of Incorporation and Bylaws partnership agreement of the Surviving Corporation shall contain provisions no less favorable Entity shall, with respect to indemnification than those set forth in the Certificate of Incorporation directors and Bylaws of the Companyofficers, which provisions shall not be amended, repealed or otherwise modified for a period of seven (7) years from after the Effective Time in any manner that would adversely affect the rights thereunder of individuals who, the 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 were directors, officers or employees of (including the Company, unless such modifications shall be required transactions contemplated by Applicable Lawthis 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 favor of the Indemnified Parties as provided in the Partnership Agreement, under applicable Delaware law, or otherwise, shall continue in full force and effect in accordance with their terms after the Effective Time. (c) For a period of seven five (75) years following after the Effective Time, Parent and Partnership Managing GP shall, and Parent and Partnership Managing GP shall cause the Surviving Entity (and its successors or assigns) to, maintain officers’ and directors’ liability insurance in respect covering each person who is immediately prior to the Effective Time, or has been at any time prior to the Effective Time, an officer or director of acts or omissions occurring any of the Partnership Group Entities and each person who immediately 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 is serving or who becomes covered 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 (collectively, the “Indemnified Parties”) who are or 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 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; providedacts or omissions, thator alleged acts or omissions, 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 hereofEffective Time (whether claims, actions or other proceedings relating thereto are commenced, asserted or claimed before or after the Effective Time). Alternatively, in full satisfaction of its obligations Parent and the Partnership Managing GP shall have the right to cause coverage to be extended under this Section 6.10(b), Parent may purchase the D&O Insurance by obtaining a seven (7) five-year prepaid (or “tail”) ” policy on terms with respect to coverage and amount conditions no less favorable advantageous than those in the current directors’ existing D&O Insurance, and officers’ liability insurance such “tail” policy maintained by shall satisfy the Company and in effect on the date hereof; provided, however, that the cost provisions of any such policy need not exceed two hundred fifty percent (250%) of the annual premium currently paid by the Company for such insurancethis Section 5.7(c). (cd) The rights of each current or former director or officer of the Company (each an “Indemnified Person”) under this Section 6.10 Party hereunder shall be in addition to any other rights such Person Indemnified Party may have under the Certificate governing documents of Incorporation or Bylaws of the Company or any of its SubsidiariesPartnership Group Entity, or under applicable Delaware Law or any other Applicable Law or Law, under any agreement applicable agreements, by contract or otherwise. The provisions of any Indemnified Person with the Company or any of its Subsidiaries. These rights this Section 5.7 shall survive the consummation of the Mergers Merger and expressly are intended to benefit, and shall be enforceable by, each of the Indemnified PersonParties. (e) In the event Parent, Partnership Managing GP or any of their respective successors or assigns (i) consolidates with or merges into any other person and shall not be the continuing or surviving entity in such consolidation or merger or (ii) transfers all or substantially all of its properties and assets to any person, then and in either such case, Parent or Partnership Managing GP, as the case may be, shall cause proper provision to be made so that its successors or assigns shall assume the obligations set forth in this Section 5.7.

Indemnification and Insurance. (a) The Certificate of Incorporation and Bylaws of the Surviving Corporation shall contain provisions no less favorable with respect to indemnification than those set forth in the Certificate of Incorporation and Bylaws 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 Following the Effective Time, Parent shall cause the Surviving Corporation to maintain officers’ and directors’ liability insurance in respect of acts or omissions occurring prior to effect for not less than six (6) years after the Effective Time covering those persons who are currently covered on the date of this Agreement by Closing Date, 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 policies (or policies of at least the Company same coverage containing terms and in effect on conditions no less advantageous to 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%) current and all former directors and officers of the amount per annum the Company paid in its last full fiscal year Company) with respect to its current directors’ and officers’ liability insurance policy, which amount Company has disclosed acts or failures to Parent act 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 hereofClosing Date; provided, however, that Parent and the Surviving Corporation shall not be required to maintain or obtain policies providing such coverage except to the extent such coverage can be provided at an annual cost of any such policy need not exceed two hundred fifty percent (no greater than 250%) % of the most recent annual premium currently 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 the Cap, the Surviving Corporation shall only be required to obtain as much coverage as can be obtained by paying an annual premium equal to the Cap. The Company may in lieu of the foregoing insurance coverage, following consultation with Parent, purchase, prior to the Effective Time, a prepaid “tail policy” on terms and conditions (in both amount and scope) providing substantially equivalent benefits, and from a carrier or carriers with comparable credit ratings, as the current directors and officers insurance policy with respect to matters arising on or before the Effective Time, covering, without limitation, the transactions contemplated hereby. (b) Following the Effective, Time, Parent shall cause the Surviving Corporation for not less than six (6) 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 and directors of the Company, except as limited by applicable Law, and such insuranceprovisions shall not be amended during such six (6) 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 rights 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 current such Person and his or former director or officer of the Company (each an “Indemnified Person”) under her heirs, successors and representatives. Notwithstanding anything contained in this Section 6.10 shall be in addition 5.7 to any rights such Person may have under the Certificate of Incorporation or Bylaws of the Company or any of its Subsidiariescontrary, or under Delaware Law or any other Applicable Law or under any agreement of any Indemnified Person with the Company or any of its Subsidiaries. These rights this Section 5.7 shall survive the consummation of the Mergers and are intended to benefit, Merger and shall be enforceable by, each Indemnified Personbinding on all successors and assigns of the Parent and the Surviving Corporation.

Indemnification and Insurance. (a) The Certificate of Incorporation and Bylaws of the Company Surviving Corporation shall contain the provisions no less favorable with respect to indemnification than those set forth in Article VI of the Certificate of Incorporation Third Amended and Restated Bylaws of the Company, which provisions shall not be amended, repealed or otherwise modified for a period of seven (7) six years from the Effective Time in any manner that would adversely affect the rights thereunder of individuals who, who at or prior to the Effective Time date of this Agreement were directors, officers officers, employees or employees agents of the Company, unless such modifications shall be modification is required by Applicable Lawlaw. (b) For a period The Company shall, to the fullest extent permitted under applicable law or under the Company's Certificate of seven (7) years following 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, Parent and the Company Surviving Corporation shall maintain jointly and severally, 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 any person to whom expenses are advanced provides a customary undertaking complying with applicable law to repay such advances if it is ultimately determined that such person is not entitled to indemnification, (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 be liable for any settlement effected without its written consent (which consent shall not be unreasonably withheld); and PROVIDED FURTHER, that neither the Company nor the Company Surviving Corporation shall be obligated pursuant to this SECTION 5.10 to pay the fees and disbursements of more than one counsel for all Indemnified Parties in any single action except to the extent that, in the opinion of counsel for the Indemnified Parties, two or more of such Indemnified Parties have conflicting interests in the outcome of such action; and PROVIDED FURTHER that, in the event that any claim or claims for indemnification are asserted or made within such four-year period, all rights to indemnification in respect of any such claim or claims shall continue until the disposition of any and all such claims. (c) For six years after the Effective Time, the Company Surviving Corporation shall provide directors' and officers’ and directors’ ' liability insurance in respect of acts or omissions occurring prior to the Effective Time covering those persons who are currently each such Indemnified Party covered on as of the date of this Agreement hereof or hereafter by the Company’s '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 amounts no less favorable than those in the current directors’ and officers’ liability insurance of such policy maintained by the Company and in effect on the date hereof; providedPROVIDED, howeverHOWEVER, that in no event shall the cost Company Surviving Corporation be required to expend in any one year an amount in excess of any such policy need not exceed two hundred fifty percent (250%) 300% of the annual premium 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. (cd) The rights of each current or former director or officer of In the event the Company (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 Surviving Corporation or any of its Subsidiariessuccessors 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 under Delaware Law at Parent's or any other Applicable Law Holdco's option, Parent or under any agreement of any Indemnified Person with Holdco, shall assume the Company or any of its Subsidiaries. These rights 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 Mergers and are Company Merger at the Effective Time, is intended to benefitbenefit the Company, the Surviving Corporation and the Indemnified Parties, and shall be enforceable by, each Indemnified Personbinding on all successors and assigns of the Surviving Corporation. Parent and Holdco shall cause the Company to honor its obligations pursuant to this SECTION 6.10.