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

Indemnification; Directors’ and Officers’ Insurance. Subject to the occurrence of the Effective Time, the Surviving Corporation shall cause its Articles of Incorporation and Bylaws to contain the indemnification provisions set forth in the Articles of Incorporation and Bylaws of the Company on the date of this Agreement, which provisions thereafter shall not be amended, repealed or otherwise modified after the Effective Time in any manner that could reasonably be expected to adversely affect the rights thereunder of individuals who at any time prior to the Effective Time were directors, officers or employees of the Company in respect of actions or omissions occurring at or prior to the Effective Time (including, without limitation, the transactions contemplated by this Agreement). Parent shall cause the Surviving Corporation to comply with the terms of and maintain in existence any current indemnification agreements between the Company and any of its directors or officers. In the event the Surviving Corporation or any of its successors or assigns (a) consolidates with or merges into any other Person and the Surviving Corporation shall not be the continuing or surviving corporation or entity of such consolidation or merger or (b) 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 the Surviving Corporation shall assume the obligations set forth in this Section 5.13. The Surviving Corporation shall obtain and maintain in effect for not less than five years after the Effective Time, the current policies of directors' and officers' liability insurance and fiduciary liability insurance maintained by the Company and the Company's subsidiaries with respect to matters occurring at or prior to the Effective Time (including, without limitation, the transactions contemplated by this Agreement), provided, that Parent may, with no lapse in coverage, substitute therefore policies of substantially the same coverage containing terms and conditions which are no less advantageous, in any material respect, to the Company's present or former directors, officers, employees, agents or other individuals otherwise covered by such insurance policies prior to the Effective Time (the "Indemnified Parties"). This

Indemnification; Directors’ and Officers’ Insurance. Subject The Company shall (a) during the Employment Period and thereafter without limitation of time, indemnify and advance expenses to the occurrence Employee to the fullest extent permitted by the laws of the Effective TimeState of Nevada from time to time in effect and (b) during the Employment Period, acquire and maintain directors and offices liability insurance covering the Surviving Corporation shall cause its Articles of Incorporation Employee (and Bylaws to contain the indemnification provisions set forth in extent the Articles of Incorporation Company desires, other directors and Bylaws officers of the Company on and its affiliated companies) to the date extent it is available at commercially reasonable rates as determined by the Board; provided, however, that in no event shall the Employee be entitled to indemnification or advancement of expenses under this Agreementparagraph 18 with respect to any proceeding, which provisions thereafter or matter therein, brought or made by the Employee against the Company other than one initiated by the Employee to enforce the Employee's advancement of expenses as provided in this paragraph 18 shall not be amended, repealed or otherwise modified after deemed exclusive of any other rights to which the Effective Time in any manner that could reasonably be expected to adversely affect the rights thereunder of individuals who Employee may at any time prior to be entitled under applicable law, the Effective Time were directors, officers certificate of incorporation or employees bylaws of the Company Company, any agreement, a vote of stockholders, a resolution of the Board, or otherwise. The provisions of this paragraph 18 shall continue in respect effect notwithstanding termination of actions or omissions occurring at or prior to the Effective Time (Employee's employment hereunder for any reason, including, without limitation, the transactions contemplated Employee's voluntary termination. In furtherance thereof, and not by way of limitation, the Company shall reimburse the Employee for all reasonable legal fees and expenses incurred by the Employee in connection with the Employee's obtaining and enforcing any right or benefit provided by this Agreement). Parent shall cause the Surviving Corporation to comply with the terms of and maintain in existence any current indemnification agreements between the Company and any of its directors or officers. In the event the Surviving Corporation or any of its successors or assigns (a) consolidates with or merges into any other Person and the Surviving Corporation shall not be the continuing or surviving corporation or entity The reimbursement of such consolidation or merger or (b) transfers all or substantially all of its properties legal fees and assets to any Person, then, and in each such case, proper provision expenses shall be made so that within 30 days after the successors and assigns Employee's request for payment accompanied by evidence of the Surviving Corporation shall assume the obligations set forth in this Section 5.13fees and expenses incurred. The Surviving Corporation shall obtain and maintain in effect for not less than five For a period of ten (10) years after the Effective Timetermination, for any reason, of the Employee's employment with the Company, the current policies Company shall indemnify, hold harmless and defend the Employee, to the fullest extent permitted by applicable law, from and against any loss, cost or expense related to or arising out of directors' and officers' liability insurance and fiduciary liability insurance maintained by the Company and the Company's subsidiaries any action or claim with respect to matters occurring at (i) the Company or prior to its affiliated companies or (11) any action taken or omitted by the Effective Time Employee (includingINCLUDING, without limitationBUT NOT LIMITED TO, MATTERS THAT CONSTITUTE NEGLIGENCE OF THE EMPLOYEE) for or on behalf of the transactions contemplated by this Agreement)Company or its affiliated companies, provided, that Parent may, with no lapse in coverage, substitute therefore policies of substantially the same coverage containing terms and conditions which are no less advantageouswhether, in any material respecteither case, to such action or claim, or the Company's present facts and circumstances giving rise thereto, occurred or former directors, officers, employees, agents accrued before or other individuals otherwise covered by after such insurance policies prior to the Effective Time (the "Indemnified Parties"). Thistermination of employment.

Indemnification; Directors’ and Officers’ Insurance. Subject (a) Parent and Acquisition agree that all rights to the occurrence indemnification or exculpation now existing in favor of the Effective Timedirectors, the Surviving Corporation shall cause its Articles of Incorporation officers, employees and Bylaws to contain the indemnification provisions set forth in the Articles of Incorporation and Bylaws agents of the Company on and its Subsidiaries as provided in their respective Certificates of Incorporation or Bylaws (or other similar governing instruments) or otherwise in effect as of the date of this Agreement, which provisions thereafter shall not be amended, repealed or otherwise modified after the Effective Time in any manner that could reasonably be expected hereof with respect to adversely affect the rights thereunder of individuals who at any time matters occurring prior to the Effective Time were directorsshall survive the Merger and shall continue in full force and effect for a period of six (6) years from the Effective Time; provided, officers or employees of the Company however, that all rights to indemnification in respect of actions any claim (a "Claim") asserted or omissions occurring at or prior made within such period shall continue until the disposition of such Claim. To the maximum extent permitted by the DGCL, such indemnification shall be mandatory rather than permissive and the Surviving Corporation shall advance expenses in connection with such indemnification to the Effective Time (includingfullest extent permitted under applicable law, without limitationprovided that the person to whom expenses are advanced provides an undertaking to repay such advances if it is ultimately determined that such person is not entitled to indemnification); provided, however, the transactions contemplated by this Agreementindemnification provided hereunder shall not be greater than the indemnification permissible pursuant to the Company's or its Subsidiaries' respective Certificates of Incorporation and Bylaws (or other similar governing instruments). , as in effect as of the date hereof. (b) Parent shall cause the Surviving Corporation to comply with maintain in effect for not less than three years from the Effective Time policies of the directors' and officers' liability and fiduciary insurance substantially on the terms pursuant to which Parent's directors currently are insured with respect to claims arising from facts or events occurring prior to the Effective Time to the extent required to cover the types of actions and omissions with respect to which Parent's directors are currently insured (provided that the Surviving Corporation shall not be required to pay an annual premium for such insurance in excess of 200% of the premiums paid as of the Effective Date for such insurance ("Current Premium"), and if such premiums for such insurance would at any time exceed 200% of the Current Premium, the Parent shall cause Surviving Corporation to maintain policies of insurance which, in existence any current indemnification agreements between Parent's good faith determination, provide the Company and any maximum coverage available at an annual premium equal to 200% of its directors or officers. the Current Premium). (c) In the event the Surviving Corporation Parent or any of its successors or assigns (ai) consolidates with or merges into any other Person person and the Surviving Corporation shall not be the continuing or surviving corporation or entity of such consolidation or merger or (bii) transfers or conveys all or substantially all of its properties and assets to any Personperson, 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 shall Parent assume the obligations set forth in this section. (d) The provisions in this Section 5.13. The Surviving Corporation 4.12 (i) are intended to be for the benefit of, and shall obtain be enforceable by, each person entitled to indemnification hereunder, and maintain each such person's heirs and representatives and (ii) are in effect for addition to, and not less than five years after the Effective Timein substitution for, the current policies of directors' and officers' liability insurance and fiduciary liability insurance maintained any other rights to indemnification or contribution that any such person may have by the Company and the Company's subsidiaries with respect to matters occurring at contract or prior to the Effective Time (including, without limitation, the transactions contemplated by this Agreement), provided, that Parent may, with no lapse in coverage, substitute therefore policies of substantially the same coverage containing terms and conditions which are no less advantageous, in any material respect, to the Company's present or former directors, officers, employees, agents or other individuals otherwise covered by such insurance policies prior to the Effective Time (the "Indemnified Parties"). Thisotherwise.

Indemnification; Directors’ and Officers’ Insurance. Subject (a) Parent and the Company agree that all rights to the occurrence indemnification, advancement of expenses and exculpation now existing in favor of each individual who, as of the Effective Time, is a present or former director or officer of the Company or any of its subsidiaries (each, an "Indemnified Person") as provided in the Company Charter and Bylaws, or in the certificate or articles of incorporation, bylaws or similar documents of any of such subsidiaries, in effect as of the date hereof, shall, with respect to matters occurring prior to the Effective Time, survive the Merger and continue in full force and effect after the Effective Time. Until the sixth anniversary of the Effective Date, the certificate of incorporation and bylaws of the Surviving Corporation shall cause and the certificate or articles of incorporation, bylaws or similar documents of its Articles subsidiaries shall, with respect to matters occurring prior to the Effective Time, contain provisions no less favorable with respect to indemnification, advancement of Incorporation expenses and Bylaws to contain exculpation of the indemnification provisions Indemnified Persons than are set forth in the Articles of Incorporation Company Charter and Bylaws or in the certificate or articles of incorporation, bylaws or similar documents of the Company on Surviving Corporation's subsidiaries in effect as of the date of execution of this Agreement, which and such provisions thereafter shall not be amended, repealed or otherwise modified after prior to the sixth anniversary of the Effective Time in any manner that could reasonably be expected to would materially adversely affect the rights thereunder thereunder, as of individuals who at the Effective Time, of any time Indemnified Person, with respect to matters occurring prior to the Effective Time. To the maximum extent permitted by law, all such indemnification of Indemnified Persons with respect to matters occurring before the Effective Time, shall be mandatory rather than permissive, and the Company or the Surviving Corporation and their subsidiaries, as the case may be, shall advance expenses in connection with such indemnification. Parent and the Company further agree that all rights to indemnification or advancement of expenses now existing in favor of Indemnified Persons in any indemnification agreement between such person and the Company or any such subsidiary, as the case may be, or under law shall survive the Merger and continue in full force and effect in accordance with the terms of such agreement or law. (b) From and after the Effective Time, Parent and the Surviving Corporation shall jointly and severally, to the fullest extent permitted by applicable law, indemnify, defend and hold harmless each Indemnified Person against any costs or expenses (including reasonable attorneys' fees and expenses), judgments, fines, losses, claims, damages, liabilities and amounts paid in settlement in connection with any actual or threatened claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of, relating to or in connection with (i) any acts or omissions occurring or alleged to occur prior to the Effective Time were directors, in their capacities as officers or employees directors of the Company in respect or any of actions its subsidiaries or omissions occurring taken by them at the request of the Company or prior to the Effective Time any of its subsidiaries (including, without limitation, acts or omissions in connection with such persons serving as an officer, director or other fiduciary in any entity if such service was at the request or for the benefit of the Company) or (ii) the adoption and approval of this Agreement, the Offer, the Merger or the other transactions contemplated by this Agreement or arising out of or pertaining to the transactions contemplated by this Agreement. Notwithstanding the foregoing, in the event of any indemnifiable claim (whether or not arising before the Effective Time). , (i) Parent shall cause and the Surviving Corporation shall pay the reasonable fees and expenses of counsel selected by the Indemnified Person seeking indemnification pursuant to comply this Section 6.03(b), which counsel shall be reasonably satisfactory to Parent and the Surviving Corporation, promptly after statements therefor are received and otherwise advance or reimburse to such directors documented expenses reasonably incurred, (ii) any determination required to be made with respect to whether such Indemnified Person's conduct complies with the terms standards set forth in the DGCL and any applicable provisions of the Company's Certificate of Incorporation or Bylaws shall be made by independent counsel mutually acceptable to Parent, the Surviving Corporation and such Indemnified Persons; provided, however, that neither Parent nor the Surviving Corporation shall be liable for any settlement effected without its written consent (which consent shall not be unreasonably withheld). The Indemnified Persons seeking indemnification pursuant to this Section 6.03(b) as a group may retain one law firm with respect to each related matter except to the extent there is, in the opinion of counsel to an Indemnified Person under applicable standards of professional conduct, a conflict on any significant issue between positions of such director and any other director seeking indemnification pursuant to this Section 6.03(b). (c) Parent shall or the Surviving Corporation shall obtain and maintain directors and officers liability insurance policies for the Indemnified Persons with respect to matters occurring prior to the Effective Time for a period of six years from the Effective Time on terms with respect to coverage and amount no less favorable than those of the applicable policies in existence effect on the date hereof; provided, however, that in no event shall Parent or the Surviving Corporation be obligated to expend in order to obtain or maintain insurance coverage pursuant to this Section 6.03(c) any current indemnification agreements between amount per annum in excess of 200% of the aggregate premiums currently paid or payable by the Company in 2004 (on an annualized basis) for such purpose (the "cap"); and any provided further, that if equivalent coverage cannot be obtained, or can be obtained only by paying an annual premium in excess of its directors the cap, Parent or officers. the Surviving Company shall only be required to obtain as much coverage as can be obtained by paying an annual premium equal to the cap. (d) In the event the Surviving Corporation or any of its successors or assigns (ai) consolidates with or merges into any other Person person and the Surviving Corporation shall not be the continuing or surviving corporation or entity of such consolidation or merger or (bii) transfers or conveys all or substantially all any substantial portion of its properties and assets to any Personperson, then, and in each such case, proper provision shall be made so that the successors and assigns of the Surviving Corporation shall (or their respective successors or assigns) assume the obligations set forth in of the Surviving Corporation (or their respective successors or assigns) as contemplated by this Section 5.136.03. The Surviving Corporation and Parent shall obtain pay all reasonable expenses, including reasonable attorneys' fees, that may be incurred by any Indemnified Person in enforcing the indemnity and maintain other obligations provided in effect for not less than five years after this Section 6.03. For the period from the time when Purchaser or the Company first purchases Shares pursuant to the Offer through the Effective Time, the current policies of directors' and officers' liability insurance and fiduciary liability insurance maintained by Parent shall not permit the Company to amend the provisions in the Company Charter and Bylaws providing for exculpation of director and officer liability and indemnification of Indemnified Persons. The provisions of this Section 6.03 shall survive the Company's subsidiaries consummation of the Merger and expressly are intended to benefit each of the Indemnified Persons. Notwithstanding anything to the contrary, it is agreed that the rights of an Indemnified Person under this Section 6.03 shall be in addition to, and not a limitation of any other rights such Indemnified Person may have under the Company Charter and Bylaws, any other indemnification arrangements, the DGCL or otherwise and nothing in this Section 6.03 shall have the effect of, or be construed as having the effect of, reducing the benefits to the Indemnified Persons under the Company Charter and Bylaws, any other indemnification arrangements, the DGCL or otherwise with respect to matters occurring at or prior to the Effective Time (including, without limitation, the transactions contemplated by this Agreement), provided, that Parent may, with no lapse in coverage, substitute therefore policies of substantially the same coverage containing terms and conditions which are no less advantageous, in any material respect, to the Company's present or former directors, officers, employees, agents or other individuals otherwise covered by such insurance policies prior to the Effective Time (the "Indemnified Parties"). ThisTime.

Indemnification; Directors’ and Officers’ Insurance. Subject (a) Parent and Merger Sub agree that all rights to exculpation, indemnification and advancement of expenses now existing in favor of the occurrence current or former directors, officers or employees, as the case may be, of the Company or its Subsidiaries as provided in their respective certificates of incorporation or by-laws or other organizational documents or in any Contract to which the Company or any of its Subsidiaries is a party, shall survive the Merger and shall continue in full force and effect. For a period of no less than six (6) years from the Effective Time, Parent and the Surviving Corporation shall cause maintain in effect the exculpation, indemnification and advancement of expenses provisions of the Company’s and any of its Articles Subsidiary’s certificate of Incorporation incorporation and Bylaws to contain by-laws or similar organization documents in effect as of the date of this Agreement or in any indemnification provisions set forth in the Articles of Incorporation and Bylaws agreements of the Company on or its Subsidiaries with any of their respective directors, officers or employees in effect as of the date of this Agreement, which provisions thereafter and shall not be amendedamend, repealed repeal or otherwise modified after the Effective Time modify any such provisions in any manner that could reasonably be expected to would adversely affect the rights thereunder of any individuals who at any time prior to immediately before the Effective Time were current or former directors, officers or employees of the Company or any of its Subsidiaries; provided, however, that all rights to indemnification in respect of actions any Action pending or omissions occurring asserted or any claim made within such period shall continue until the final disposition of such Action. From and after the Effective Time, Parent shall assume, be jointly and severally liable for, and honor, guaranty and stand surety for, and shall cause the Surviving Corporation and its Subsidiaries to honor and perform, in accordance with their respective terms, each of the covenants contained in this Section 5.10. (b) Each of Parent and the Surviving Corporation shall, to the fullest extent permitted under applicable Law, indemnify and hold harmless (and advance funds in respect of each of the foregoing and costs of defense to) each current and former director or officer of the Company or any of its Subsidiaries (each, together with such individual’s heirs, executors or administrators, an “Indemnified Party”), in each case against any Losses (including advancing attorneys’ fees and expenses in advance of the final disposition of any Action to each Indemnified Party to the fullest extent permitted by applicable Law; provided, however, that the Indemnified Party to whom expenses are advanced provides an undertaking, if and only to the extent required by applicable Law, to repay such advances if it is ultimately determined that such Indemnified Party is not entitled to indemnification) in connection with any actual or threatened Action, whether civil, criminal, administrative or investigative, arising out of, relating to or in connection with the fact that such Indemnified Party is or was an officer, director or fiduciary of the Company or any of its Subsidiaries at or prior to the Effective Time Time. No Indemnified Party shall settle, compromise or consent to the entry of any judgment in any threatened or actual Action for which indemnification could be sought by an Indemnified Party hereunder unless Parent consents in writing to such settlement, compromise or consent (includingwhich consent shall not be unreasonably withheld, without limitation, the transactions contemplated by this Agreementconditioned or delayed). . (c) Parent shall cause the Surviving Corporation to comply either (i) cause to be obtained a “tail” insurance policy with respect to the Company’s and its Subsidiaries’ directors’ and officers’ liability insurance and fiduciary liability insurance as in effect as of the Effective Time (a “D&O Tail Policy”), which D&O Tail Policy (A) shall have a claims period of at least six (6) years from the Effective Time with respect to claims arising from acts or omissions occurring prior to the Effective Time with respect to the Indemnified Parties covered by the Company’s and its Subsidiaries’ directors’ and officers’ liability insurance and fiduciary liability insurance as of the Effective Time and (B) shall contain terms with respect to scope of coverage and amount no less favorable, in the aggregate, than those in the Company’s and its Subsidiaries’ existing directors’ and officers’ liability insurance and fiduciary liability insurance policies as of the Effective Time, or (ii) maintain in existence any current indemnification agreements between the existing officers’ and directors’ liability insurance and fiduciary liability insurance policies maintained by the Company (provided that Parent may cause the Surviving Corporation to substitute therefor policies of at least the same scope of coverage and amount and containing terms and conditions that are not less favorable, in the aggregate, to the Indemnified Parties) for a period of six (6) years after the Effective Time so long as the annual premium therefor is not in excess of 300% of the last annual premium paid prior to the date hereof; provided, however, that if the existing officers’ and directors’ liability and fiduciary liability insurance policies expire, are terminated or cancelled during such six (6)-year period or require an annual premium in excess of 300% of the current premium paid by the Company for such insurance (the “Company’s Current Premium”), then Parent shall cause the Surviving Corporation to obtain during each year of such six year period as much coverage as can be obtained for the remainder of such period for a premium not in excess of 300% (on an annualized basis) of the Company’s Current Premium. In lieu of the foregoing, the Company may purchase, prior to, on or after the Effective Time, a six-year prepaid D&O Tail Policy in respect of acts or omissions occurring prior to the Effective Time covering each of the Indemnified Parties. Section 5.10(c) of the Company Disclosure Letter sets forth the Company’s Current Premium. (d) Parent shall pay all reasonable expenses, including reasonable attorneys’ fees, that may be incurred by any Indemnified Party in seeking in good faith to enforce the indemnity and other obligations provided in this Section 5.10 (subject to reimbursement if a court of competent jurisdiction subsequently determines pursuant to a non-appealable order that such Indemnified Party is not entitled to indemnification under this Section 5.10). (e) The rights of each Indemnified Party hereunder shall be in addition to, and not in limitation of, any other rights such Indemnified Party may have under the certificate of incorporation or by-laws or other organization documents of the Company or any of its directors Subsidiaries or officersthe Surviving Corporation, any other indemnification arrangement, the DGCL or otherwise. The provisions of this Section 5.10 shall survive the consummation of the Merger and expressly are intended to benefit, and are enforceable by, each of the Indemnified Parties. (f) In the event Parent, the Surviving Corporation or any of its their respective successors or assigns (ai) consolidates with or merges into any other Person person and the Surviving Corporation shall not be the continuing or surviving corporation or entity of in such consolidation or merger or (bii) transfers all or substantially all of its properties and assets to any Personperson, then, and in each either such case, proper provision shall be made so that the successors and assigns of Parent or the Surviving Corporation Corporation, as the case may be, shall assume the obligations set forth in this Section 5.13. The Surviving Corporation shall obtain and maintain in effect for not less than five years after the Effective Time, the current policies of directors' and officers' liability insurance and fiduciary liability insurance maintained by the Company and the Company's subsidiaries with respect to matters occurring at or prior to the Effective Time (including, without limitation, the transactions contemplated by this Agreement), provided, that Parent may, with no lapse in coverage, substitute therefore policies of substantially the same coverage containing terms and conditions which are no less advantageous, in any material respect, to the Company's present or former directors, officers, employees, agents or other individuals otherwise covered by such insurance policies prior to the Effective Time (the "Indemnified Parties"). This5.10.

Indemnification; Directors’ and Officers’ Insurance. Subject (a) AMH agrees that all rights to indemnification and exculpation from liabilities for acts or omissions occurring at or prior to the occurrence Parent Merger Effective Time now existing in favor of the Effective Timecurrent or former trustees, directors, officers, agents or fiduciaries of ARPI or any of the ARPI Subsidiaries (the “Indemnified Parties”) as provided in the ARPI Charter, the Surviving Corporation shall cause its Articles ARPI Bylaws, the ARP OP Agreement, any similar organizational documents of Incorporation any ARPI Subsidiary (the “Organizational Documents”) and Bylaws to contain the any indemnification provisions agreement set forth in the Articles of Incorporation and Bylaws on Section 7.6(a) of the Company on ARPI Disclosure Letter (the date “Indemnification Agreements”), in each case, as in effect as of immediately prior to the execution and delivery of this Agreement, shall survive the Parent Merger and shall continue in full force and effect in accordance with their terms, including by providing for such provisions in the organizational documents of the surviving entities in each of the Mergers. For a period of six years from the Parent Merger Effective Time, (i) AMH shall and shall cause the AMH Subsidiaries (including AMH Merger Sub and OP Merger Sub) to honor and fulfill in all respects the obligations of AMH and the AMH Subsidiaries (including AMH Merger Sub and OP Merger Sub) to the Indemnified Parties under the Organizational Documents and any Indemnification Agreement and (ii) the Organizational Documents, which provisions thereafter shall not be amended, repealed or otherwise modified after the Effective Time in any manner that could reasonably be expected with respect to adversely affect the rights thereunder of individuals who at any time prior to the Effective Time were directors, officers or employees of the Company in respect of actions acts or omissions occurring at or prior to the Parent Merger Effective Time for a period of six years from the Parent Merger Effective Time in any manner that would affect adversely the rights thereunder of individuals who, at or prior to the Parent Merger Effective Time, were directors, officers, trustees, agents or fiduciaries of ARPI or any of the ARPI Subsidiaries, unless such modification shall be required by applicable Law and then only to the minimum extent required by applicable Law. (includingb) Prior to the Partnership Merger Effective Time, without limitationARPI shall purchase, and AMH shall cause to be maintained in full force and effect (and the transactions contemplated obligations under to be honored), during the six-year period beginning on the date of the Partnership Merger Effective Time, a “tail” prepaid insurance policy or policies (which policy or policies by this Agreementtheir respective express terms shall survive the Mergers), of at least the same coverage and amounts and containing terms and conditions that are no less favorable to the directors, officers, agents or fiduciaries of ARPI or any of the ARPI Subsidiaries as ARPI’s and the ARPI Subsidiaries’ existing policy or policies, for the benefit of the current and former trustees, directors, officers, agents or fiduciaries of ARPI and each ARPI Subsidiary with a claims period of six years from the Partnership Merger Effective Time with respect to directors’ and officers’ liability, employment practices liability and errors and omissions liability, insurance for claims arising from facts or events that occurred on or prior to the Partnership Merger Effective Time; provided, however, that in no event shall the aggregate premium payable for such “tail” insurance policy or policies for its or their entire period exceed an amount per year of coverage equal to 225% of the current annual premium paid by ARPI for such insurance (such amount being the “Maximum Premium”). Parent If ARPI is unable to obtain the “tail” insurance described in the first sentence of this Section 7.6(b) for an amount equal to or less than the Maximum Premium, ARPI shall cause be entitled to obtain as much comparable “tail” insurance as possible for an amount equal to the Surviving Corporation Maximum Premium. If ARPI is unable to comply with purchase such “tail” insurance contemplated in the terms of two preceding sentences, AMH shall, at ARPI’s request, purchase, and maintain in existence any current indemnification agreements between full force and effect (and honor the Company obligations under), during the six-year period beginning on the date of the Partnership Merger Effective Time, a “tail” insurance policy from one or more insurance carriers believed to be sound and any reputable with respect to directors’ and officers’ liability insurance and fiduciary liability insurance and employment practices liability insurance and errors and omissions liability insurance of its directors at least the same coverage and amounts and containing terms and conditions no less favorable in the aggregate to directors, officers, agents, or officers. In the event the Surviving Corporation fiduciaries of ARPI or any of the ARPI Subsidiaries as ARPI or any of the ARPI Subsidiaries’ existing policy or policies for the benefit of the current and former directors, officers, agents or fiduciaries of ARPI or any ARPI Subsidiary with a claims period of six years from the Partnership Merger Effective Time; provided, however, that in no event shall AMH be required to pay more than the Maximum Premium as the aggregate premium for such “tail” insurance policy or policies for its entire period, in which case AMH will obtain as much comparable “tail” insurance as possible for an amount equal to the Maximum Premium. (c) If any of AMH, AMH OP or any of their respective successors or assigns (ai) consolidates with or merges with or into any other Person and the Surviving Corporation shall not be the continuing or surviving corporation company, partnership or other entity of such consolidation or merger or (bii) liquidates, dissolves or winds-up, or transfers or conveys all or substantially all of its properties and assets to any Person, then, and in each such case, proper provision shall be made so that the successors and assigns of the Surviving Corporation AMH or AMH OP, as applicable, shall assume the obligations set forth in this Section 5.137.6. (d) The provisions of this Section 7.6 are intended to be for the express benefit of, and shall be enforceable by, each Indemnified Person (who are intended to be third-party beneficiaries of this Section 7.6), his or her heirs and his or her personal representatives, shall be binding on all successors and assigns of AMH and ARPI, and shall not be amended in a manner that is adverse to the Indemnified Person (including the successors, assigns and heirs) without the prior written consent of the Indemnified Person (including the successors, assigns and heirs) affected thereby. The Surviving Corporation exculpation and indemnification provided for by this Section 7.6 shall obtain be in addition to, and maintain not in effect for not less than five years after the Effective Timesubstitution for, the current policies of directors' and officers' liability any other rights to indemnification or exculpation which an Indemnified Person is entitled, whether pursuant to applicable Law, contract or otherwise. (e) Nothing in this Agreement is intended to, shall be construed to or shall release, waive or impair any rights to insurance and fiduciary liability insurance maintained by the Company and the Company's subsidiaries claims under any policy that is or has been in existence with respect to matters occurring at ARPI, any of the ARPI Subsidiaries or prior to any of the Effective Time (including, without limitation, the transactions contemplated by this Agreement), provided, that Parent may, with no lapse in coverage, substitute therefore policies of substantially the same coverage containing terms and conditions which are no less advantageous, in any material respect, to the Company's present or former respective directors, officers, employees, agents or representatives thereof for any of their respective trustees, directors, managers, officers or other individuals otherwise covered by such insurance policies prior to the Effective Time (the "Indemnified Parties"). Thisemployees.

Indemnification; Directors’ and Officers’ Insurance. Subject to the occurrence of (a) From and after the Effective Time, Parent agrees to cause the Surviving Corporation shall cause its Articles of Incorporation to exculpate, indemnify and Bylaws to contain the indemnification provisions set forth in the Articles of Incorporation hold harmless all past and Bylaws present officers and directors of the Company on and its Subsidiaries (the date of this Agreement, which provisions thereafter shall not be amended, repealed or otherwise modified after the Effective Time in any manner that could reasonably be expected to adversely affect the rights thereunder of individuals who at any time prior "Indemnified Parties") to the Effective Time were directors, officers or employees of same extent such persons are currently exculpated and indemnified by the Company in respect of actions pursuant to the Company's Charter and By-Laws for acts or omissions occurring at or prior to the Effective Time (including, without limitation, the transactions contemplated by this Agreement)Time. Parent shall cause the Surviving Corporation to comply with the terms provide, for an aggregate period of and maintain in existence any current indemnification agreements between the Company and any of its directors or officers. In the event the Surviving Corporation or any of its successors or assigns (a) consolidates with or merges into any other Person and the Surviving Corporation shall not be the continuing or surviving corporation or entity of such consolidation or merger or (b) 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 the Surviving Corporation shall assume the obligations set forth in this Section 5.13. The Surviving Corporation shall obtain and maintain in effect for not less than five six years after from the Effective Time, the Company's current policies of directors' directors and officers' liability officers an insurance and fiduciary liability insurance maintained by the Company and the Company's subsidiaries with respect to matters indemnification policy that provides coverage for events occurring at or prior to the Effective Time (including, without limitation, the transactions contemplated by this Agreement), provided, that Parent may, with no lapse in coverage, substitute therefore policies of substantially the same coverage containing terms and conditions which are no less advantageous, in any material respect, to the Company's present or former directors, officers, employees, agents or other individuals otherwise covered by such insurance policies prior to the Effective Time (the "D&O Insurance") that is no less favorable than the Company's existing policy or, if substantially equivalent insurance coverage is unavailable, the best available coverage; provided, however, that the Surviving Corporation shall not be required to pay an annual premium for the D&O Insurance in excess of 175 percent of the last annual premium paid prior to the date hereof, but in such case shall purchase as much coverage as possible for such amount. (b) Any Indemnified Party wishing to claim indemnification under Section 7.8(a), upon learning of any claim, action, suit, proceeding or investigation subject to indemnification thereunder, shall promptly notify the Surviving Corporation thereof. An Indemnified Party may select counsel to represent him or her in connection with any of the foregoing, which counsel shall be reasonably acceptable to the Surviving Corporation, and the Surviving Corporation will cooperate in the defense of any such matter; provided, however, that the Surviving Corporation shall not be liable for any settlement effected without its written consent; and provided, further, that the Surviving Corporation shall not be obligated to pay the fees and disbursements of more than one counsel for all Indemnified Parties in any single matter 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 matter. ThisThe Surviving Corporation shall not have any obligation hereunder to an Indemnified Party if and when a court of competent jurisdiction shall ultimately determine, and such determination shall have become final, that the indemnification of such Indemnified Party in the manner contemplated hereby is prohibited by applicable law.

Indemnification; Directors’ and Officers’ Insurance. Subject (a) Parent and Xxxxxx Sub agree that all rights to the occurrence indemnification, being held harmless and exculpation and limitation from liabilities, including advancement of the Effective Timeexpenses, the Surviving Corporation shall cause its Articles of Incorporation and Bylaws to contain the indemnification provisions set forth in the Articles of Incorporation and Bylaws of the Company on the date of this Agreementfor facts, which provisions thereafter shall not be amendedevents, repealed or otherwise modified after the Effective Time in any manner that could reasonably be expected to adversely affect the rights thereunder of individuals who at any time prior to the Effective Time were directorsmatters, officers or employees of the Company in respect of actions acts or omissions occurring at or prior to the Effective Time, whether asserted or claimed prior to, at or after the Effective Time (includingincluding any matters arising in connection with this Agreement and the Transactions), without limitationexisting in favor of any current or former director or officer of the Company (each, a “D&O Indemnified Party”), as provided in the transactions contemplated Organizational Documents of the Company as in effect on the date of this Agreement, shall survive the Merger and shall continue in full force and effect in accordance with their terms, and Parent shall, and shall cause the Surviving Corporation to, comply with, perform and honor all such obligations to the fullest extent permitted under applicable Law and to the fullest extent required by such Organizational Documents. For a period of six (6) years from the Effective Time, Parent shall, and shall cause the Surviving Corporation to, (i) maintain in effect in the Surviving Corporation’s certificate of incorporation and bylaws the exculpation and limitation from liabilities, being held harmless, indemnification and advancement of expenses provisions equivalent in all respects to the provisions of the Organizational Documents of the Company as in effect immediately prior to or at the Effective Time with respect to facts, events, matters, acts or omissions occurring at or prior to the Effective Time, whether asserted or claimed prior to, at or after the Effective Time (including any matters arising in connection with this Agreement and the Transactions) and (ii) not amend, repeal or otherwise modify any such provisions in any manner that would adversely affect the rights thereunder of any D&O Indemnified Party. Without limitation to the foregoing, Parent shall, and shall cause the Surviving Corporation and its Subsidiaries as of the Effective Time to, comply with, perform and honor the obligations of the Company and its Subsidiaries under any indemnification Contracts between any D&O Indemnified Party, on the one hand, and the Company or any of its Subsidiaries, on the other hand, in effect prior to the date of this Agreement (to the extent copies thereof, or the form thereof, was made available to Parent or its outside legal counsel prior to the date of this Agreement), and Parent shall not (and shall cause the Surviving Corporation and its Subsidiaries as of the Effective Time not to) amend, repeal or otherwise modify any such Contracts in any manner that would adversely affect in any respect the rights thereunder of any such D&O Indemnified Party. For the avoidance of doubt, Parent’s obligations to comply with, perform and honor any obligations set forth in this Section 5.10(a) shall be independent obligations of Parent that shall be effective only to the extent that the Company would be permitted to comply with, perform and honor such obligations under applicable Law. (b) Prior to the Effective Time, (i) the Company shall, or, if the Company is unable to, Parent shall cause the Surviving Corporation to comply as of the Effective Time to, purchase from the Company’s directors’ and officers’ liability insurance carrier as of the date of this Agreement or from one or more insurance carriers with the terms same or better credit rating as such carrier, a six (6)-year prepaid “tail” policy, with terms, conditions, retentions and limits of liability that are no less favorable to the insureds than the coverage provided under the Company’s existing policies of directors’ and officers’ liability insurance and fiduciary liability insurance with respect to facts, events, matters, acts or omissions arising at or before the Effective Time, whether asserted or claimed prior to, at or after the Effective Time (including any matters arising in connection with this Agreement and the Transactions), and (ii) Parent shall cause such policy to be maintained in full force and effect, for its full term, and cause all obligations thereunder to be honored by the Surviving Corporation; provided that the Company shall not pay, and the Surviving Corporation shall not be required to pay, in excess of 300% of the last annual premium paid by the Company in respect of such “tail” policy. If the Company or the Surviving Corporation for any reason fails to obtain such “tail” insurance policies prior to or as of the Effective Time, Parent shall, for a period of six (6) years from the Effective Time, cause the Surviving Corporation to maintain in existence any effect the current indemnification agreements between policies of directors’ and officers’ liability insurance and fiduciary liability insurance maintained by the Company as of the date of this Agreement with the Company’s directors’ and officers’ liability and fiduciary liability insurance carriers as of the date of this Agreement or one or more insurance carriers with the same or better credit rating as the applicable carrier with respect to matters arising prior to or at the Effective Time; provided that, after the Effective Time, Parent shall not be required to pay annual premiums in excess of 300% of the last annual premium paid by the Company in respect of the coverage required to be obtained by this Section 5.10, but, in such case, shall purchase as much coverage as practicable for such amount. (c) Notwithstanding anything herein to the contrary, all rights to indemnification, being held harmless and exculpation and limitation from liabilities, including advancement of expenses, contemplated by this Section 5.10 in respect of any Proceeding or claim pending as of its directors or officers. asserted on or prior to the sixth (6th) anniversary of the Effective Time in respect of facts, events, matters, acts or omissions occurring at or before the Effective Time shall continue until the final disposition of such Proceeding or resolution of such claim so long as such D&O Indemnified Party provides written notice such Proceeding or claim to the Surviving Corporation on or prior to the sixth (6th) anniversary of the Effective Time. (d) In the event that Parent or the Surviving Corporation (or any of its their respective successors or assigns assigns) (ai) consolidates with or merges into any other Person and the Surviving Corporation shall is not be the continuing or surviving corporation or entity Person of such consolidation or merger merger, or (bii) 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 or the Surviving Corporation (as the case may be) shall assume all of the obligations thereof set forth in this Section 5.135.10. (e) This Section 5.10 shall survive the consummation of the Merger and is intended to benefit, and shall be enforceable by, each of the D&O Indemnified Parties and their respective heirs and legal representatives, and shall not be terminated or modified in such a manner as to adversely affect any D&O Indemnified Party without the written consent of such affected D&O Indemnified Party. The Surviving Corporation shall obtain pay all reasonable expenses, including reasonable attorneys’ fees, that may be incurred by any D&O Indemnified Party in enforcing its indemnity and maintain other rights under this Section 5.10 if such D&O Indemnified Party provides an undertaking to the Surviving Corporation in effect for advance of any attempts to enforce such rights to repay such expenses if it is ultimately adjudicated that such D&O Indemnified Party is not less than five years after entitled to indemnification or advancement of expenses to the Effective TimeSurviving Corporation under this Section 5.10. The rights provided under this Section 5.10 are cumulative with, and not exclusive of, any other rights to which any D&O Indemnified Party is entitled, whether pursuant to the current policies Organizational Documents of directors' and officers' liability insurance and fiduciary liability insurance maintained by the Company and the Company's subsidiaries or any of its Subsidiaries, applicable Laws or Contracts, or otherwise. Nothing in this Agreement is intended to, shall be construed to or shall release, waive or impair any rights to insurance claims under any policy that is or has been in existence with respect to matters occurring at the Company or prior to the Effective Time (including, without limitation, the transactions contemplated by this Agreement), provided, that Parent may, with no lapse in coverage, substitute therefore policies any of substantially the same coverage containing terms and conditions which are no less advantageous, in its Subsidiaries for any material respect, to the Company's present of their respective directors or former directors, officers, employees, agents or other individuals otherwise covered by such insurance policies prior to the Effective Time (the "Indemnified Parties"). This.

Indemnification; Directors’ and Officers’ Insurance. Subject to the occurrence of (i) From and after the Effective Time, Parent will, and Parent will cause the Surviving Corporation shall cause to, fulfill and honor in all respects the obligations of Company pursuant to the indemnification agreements between the Company and its respective current or past directors, officers, employees or agents as of the Effective Time (the “Company Indemnified Parties”) identified on Section 6.2(a) of the Company Disclosure Schedule and any indemnification provisions under the Company’s Articles of Incorporation or Bylaws as in effect on the date of this Agreement. The Articles of Incorporation and Bylaws of the Surviving Corporation will contain provisions with respect to contain exculpation and indemnification that are at least as favorable to the indemnification provisions set forth Company Indemnified Parties as those contained in the Articles of Incorporation and Bylaws of the Company as in effect on the date of this Agreement, which provisions thereafter shall will not be amended, repealed or otherwise modified after for a period of six years from the Effective Time in any manner that could reasonably be expected to would adversely affect the rights thereunder of individuals who who, immediately prior to the Effective Time, were directors, officers, employees or agents of Company, unless such modification is required by Applicable Law; provided, however, that if, at any time prior to the Effective Time were directors, officers or employees sixth anniversary of the Effective Time, any Company Indemnified Party delivers to Parent a written notice asserting a claim for indemnification under this Section 6.2(a), the claim asserted in respect such notice shall survive the sixth anniversary of actions or omissions occurring at or prior to the Effective Time until such time as the claim is fully and finally resolved. (includingii) From and after the Effective Time, without limitation, the transactions contemplated by this Agreement). Parent shall cause the Surviving Corporation to comply with honor, in all respects, the terms obligation of the Company pursuant to any indemnification agreements of the Company, on the one hand, and any Company Indemnified Party, on the other hand, and any indemnification, exculpation, or advancement of expenses provisions under those agreements; provided, however, that such obligation shall be subject to any limitation imposed from time to time under Applicable Law. (iii) From the Effective Time and until its sixth anniversary, Parent shall cause the Surviving Corporation to maintain in existence any effect, for the benefit of the current indemnification agreements between or past directors and officers of the Company with respect to acts or omissions occurring prior to the Effective Time, the existing policy of directors’ and officers’ liability insurance maintained by the Company as of the date of this Agreement (the “Existing Policy”); provided, however, that the Surviving Corporation may substitute for the Existing Policy a policy or policies of comparable or better coverage with respect to both amount and the absence of exclusions. (iv) Parent and the Surviving Corporation jointly and severally agree to pay all reasonable expenses, including reasonable attorneys’ fees, that may be incurred by any of its directors Company Indemnified Party in enforcing the indemnity and other obligations provided for in this Section 6.2(a) to the extent that such Company Indemnified Party is judicially determined to be entitled to indemnification under this Section 6.2(a). (v) If Parent or officers. In the event the Surviving Corporation or any of its their successors or assigns shall (aA) consolidates consolidate with or merges into merge with any other Person person and the Surviving Corporation shall not be the continuing or surviving corporation or entity of such consolidation or merger merger, or (bB) transfers transfer all or substantially all of its properties and assets to any Personperson, then, and in each such case, proper provision provisions shall be made so that the successors and assigns of the surviving corporation shall assume all the obligations of Parent and Surviving Corporation shall assume the obligations set forth in this section. This Section 5.13. The Surviving Corporation 6.2(a) shall obtain and maintain in effect for not less than five years after survive the consummation of the Merger at the Effective Time, is intended to be for the current policies benefit of, and enforceable by, each person entitled to indemnification pursuant to this Section 6.2(a) and each such person’s or entity’s heirs and representatives, and shall be binding on all successors and assigns of directors' and officers' liability insurance and fiduciary liability insurance maintained by the Company Parent and the Company's subsidiaries with respect to matters occurring at or prior to the Effective Time (including, without limitation, the transactions contemplated by this Agreement), provided, that Parent may, with no lapse in coverage, substitute therefore policies of substantially the same coverage containing terms and conditions which are no less advantageous, in any material respect, to the Company's present or former directors, officers, employees, agents or other individuals otherwise covered by such insurance policies prior to the Effective Time (the "Indemnified Parties"). ThisSurviving Corporation.

Indemnification; Directors’ and Officers’ Insurance. Subject to the occurrence of (a) Parent agrees that, from and after the Effective Time, the Surviving Corporation will indemnify and hold harmless each current and former director and officer of the Company or any of its Subsidiaries and any of its or their predecessors (in each case, for acts or failures to act in such capacity) (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 claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of 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 its certificate of incorporation or by-laws as in effect on the date of this Agreement to indemnify such Person (and the Surviving Corporation also shall advance expenses as incurred to the fullest extent permitted under Law, provided, however, that the Person to whom expenses are advanced provides an undertaking as required by Delaware Law). (b) Parent and the Surviving Corporation agree that all rights to indemnification and all limitations on liability existing in favor of the directors and officers of the Company as provided in the certificate of incorporation and by-laws (or other comparable governing instruments) of the Company and its Subsidiaries as in effect on the date of this Agreement or in any indemnification agreement with such Persons in existence on the date of this Agreement that has been disclosed in Company Reports filed prior to the date of this Agreement shall remain in full force and effect, and Parent shall cause its Articles such rights to indemnification and limitations on liability to be honored by such entities or their respective successors, without any amendment thereto; provided that nothing in this Section 6.12(b) shall be deemed to preclude the liquidation, consolidation or merger of Incorporation and Bylaws the Surviving Corporation, subject to contain paragraph (e) below. (c) Any Indemnified Party wishing to claim indemnification under paragraph (a) of this Section 6.12, upon learning of any such claim, action, suit, proceeding or investigation, shall promptly notify Parent thereof (it being understood that the indemnification provisions Surviving Corporation has received notice of the matters set forth in the Articles of Incorporation and Bylaws Section 6.12(c) of the Company on Disclosure Letter). In the event of any such claim, action, suit, proceeding or investigation (whether arising before or after the Effective Time), (i) Parent or the Surviving Corporation shall have the right to assume the defense thereof and the Surviving Corporation shall not 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 Parent or the Surviving Corporation does not elect to assume such defense or counsel for the Indemnified Parties advises that there are issues which raise conflicts of interest between Parent or the Surviving Corporation and the Indemnified Parties, the Indemnified Parties may retain counsel satisfactory to them, and the Surviving Corporation shall be obligated to pay all reasonable fees and expenses of such counsel for the Indemnified Parties promptly as statements therefor are received; provided, however, that the Surviving Corporation shall be obligated pursuant to this paragraph (c) to pay for only one firm of counsel for all Indemnified Parties in any jurisdiction unless the use of one counsel for such Indemnified Parties would present such counsel with a conflict of interest; provided, further, that the fewest number of counsel necessary to avoid conflicts of interest shall be used; (ii) the Indemnified Parties will cooperate in the defense of any such matter; and (iii) the Surviving Corporation shall not be liable for any settlement effected without the prior written consent of Parent or the Surviving Corporation; provided, however, that neither Parent nor the Surviving Corporation shall have any obligation hereunder to any Indemnified Party if and when a court of competent jurisdiction shall ultimately determine, and such determination shall have become final, that the indemnification of such Indemnified Party in the manner contemplated hereby is prohibited by Law. (d) The Surviving Corporation shall maintain the Company’s existing officers’ and directors’ liability insurance (“D&O Insurance”) for a period of six years after the Effective Time so long as the annual premium therefor is not in excess of 200% of the last annual premium paid prior to the date of this Agreement, which provisions thereafter shall is set forth on Section 6.12 of the Company Disclosure Letter (the “Current Premium”); provided, however, that if the existing D&O Insurance expires, is terminated or cancelled during such six-year period, the Surviving Corporation will use its reasonable best efforts to obtain as much D&O Insurance as can be obtained for the remainder of such period for a premium not be amendedin excess (on an annualized basis) of 200% of the Current Premium (such 200% amount, repealed or otherwise modified after the Effective Time in any manner that could reasonably be expected to adversely affect “Maximum Annual Premium”). In addition, the rights thereunder of individuals who at any time Company may purchase a six-year “tail” prepaid policy prior to the Effective Time were on terms and conditions no less advantageous to the Indemnified Parties than the existing directors’ and officers’ liability insurance maintained by the Company; provided, officers or employees of that the amount paid by the Company in respect of actions or omissions occurring at or shall not exceed six times the Maximum Annual Premium. If such “tail” prepaid policy has been obtained by the Company prior to the Effective Time (including, without limitationClosing, the transactions contemplated by this Agreement). Surviving Corporation shall, and Parent shall cause the Surviving Corporation to, maintain such policy in full force and effect, for its full term, and continue to comply with the terms of honor their respective obligations thereunder, and maintain in existence any current indemnification agreements between the Company and any of its directors or officers. In the event all other obligations under this Section 6.12(d) shall terminate. (e) If the Surviving Corporation or any of its successors or assigns (ai) consolidates shall consolidate with or merges merge into any other Person corporation or entity and the Surviving Corporation shall not be the continuing or surviving corporation or entity of such consolidation or merger or (bii) transfers shall transfer all or substantially all of its properties and assets to any Personindividual, corporation or other entity, then, and in each such case, proper provision provisions shall be made so that the successors and assigns of the Surviving Corporation shall assume all of the obligations set forth in this Section 5.136.12. (f) The Indemnified Parties to whom this Section 6.12 applies shall be third party beneficiaries of this Section 6.12. The provisions of this Section 6.12 are intended to be for the benefit of and shall be enforceable by each Indemnified Party and his or her heirs and representatives. (g) Parent hereby unconditionally guarantees all of the Surviving Corporation shall obtain Corporation’s obligations that may arise pursuant to this Section 6.12 from and maintain in effect for not less than five years after the Effective Time, the current policies of directors' and officers' liability insurance and fiduciary liability insurance maintained by the Company and the Company's subsidiaries with respect to matters occurring at or prior to the Effective Time (including, without limitation, the transactions contemplated by this Agreement), provided, that Parent may, with no lapse in coverage, substitute therefore policies of substantially the same coverage containing terms and conditions which are no less advantageous, in any material respect, to the Company's present or former directors, officers, employees, agents or other individuals otherwise covered by such insurance policies prior to the Effective Time (the "Indemnified Parties"). This.

Indemnification; Directors’ and Officers’ Insurance. Subject (a) Buyer agrees that all rights to the occurrence indemnification and all limitations of liability existing in favor of any director or officer of the Effective Time, Company or its Subsidiaries (the Surviving Corporation shall cause its “Indemnified Parties”) as provided in the Company’s Articles of Incorporation and Bylaws to contain the indemnification provisions set forth or Code of Regulations or in the Articles of Incorporation and Bylaws similar governing documents of the Company on Company’s Subsidiaries as in effect as of the date of this Agreement, which provisions thereafter shall not be amended, repealed or otherwise modified after the Effective Time in any manner that could reasonably be expected hereof with respect to adversely affect the rights thereunder of individuals who at any time prior to the Effective Time were directors, officers or employees of the Company in respect of actions or omissions matters occurring at on or prior to the Effective Time shall survive the Merger and shall continue in full force and effect for a period of six (including6) years from the Effective Time; provided, without limitationhowever, that all rights to indemnification in respect of any claim asserted or made within such period shall continue until the final disposition of such claim. (b) Prior to the Effective Time, the transactions contemplated Company, in consultation with and subject to the approval by this Agreement). Parent Buyer, shall cause purchase an extended reporting period endorsement under the Surviving Corporation Company’s existing directors’ and officers’ liability insurance coverage for the Company’s directors and officers in a form acceptable to comply with the terms of and maintain in existence any current indemnification agreements between the Company which shall provide such directors and any officers with coverage for six (6) years following the Effective Time of its directors or not less than the existing coverage under, and have other terms not materially less favorable to, the insured persons than the directors’ and officers’ liability insurance coverage presently maintained by the Company, so long as the aggregate cost is less than 200% of the annual premium currently paid by the Company for such insurance (the “Premium Limit”). In the event that the Surviving Corporation Premium Limit is insufficient for such coverage, the Company may enter into an agreement to spend up to that amount to purchase such lesser coverage as may be obtained with such amount. (c) In the event Buyer or any of its successors or assigns (ai) consolidates with or merges into any other Person and the Surviving Corporation shall not be the continuing or surviving corporation or entity of such consolidation or merger merger, or (bii) 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 Buyer shall assume the obligations set forth in this Section 5.13. 6.9. (d) The Surviving Corporation provisions of this Section 6.9 are intended to be for the benefit of, and to grant third party rights to, and shall obtain be enforceable by, each Indemnified Party and maintain in effect for not less than five years after the Effective Time, the current policies of directors' his or her heirs and officers' liability insurance and fiduciary liability insurance maintained by the Company and the Company's subsidiaries with respect to matters occurring at or prior to the Effective Time (including, without limitation, the transactions contemplated by this Agreement), provided, that Parent may, with no lapse in coverage, substitute therefore policies of substantially the same coverage containing terms and conditions which are no less advantageous, in any material respect, to the Company's present or former directors, officers, employees, agents or other individuals otherwise covered by such insurance policies prior to the Effective Time (the "Indemnified Parties"). Thisrepresentatives.

Indemnification; Directors’ and Officers’ Insurance. Subject (a) Parent and Acquisition agree that all rights to indemnification or exculpation now existing in favor of the occurrence directors, officers, employees and agents of the Company and its Subsidiaries, as provided in their respective charters or bylaws (or other similar governing instruments) or otherwise in effect as of the date hereof with respect to matters occurring prior to the Effective Time, shall survive the Merger and shall continue in full force and effect. To the maximum extent permitted by the CGCL, such indemnification shall be mandatory rather than permissive, and the Surviving Corporation shall cause its Articles of Incorporation and Bylaws to contain the advance expenses in connection with such indemnification provisions set forth in the Articles of Incorporation and Bylaws of the Company on the date of this Agreement, which provisions thereafter shall not be amended, repealed or otherwise modified after the Effective Time in any manner that could reasonably be expected to adversely affect the rights thereunder of individuals who at any time prior (subject to the Effective Time were directors, officers or employees Surviving Corporation's receipt of an undertaking by the Company in respect of actions or omissions occurring at or prior indemnified party to return such advanced expenses to the Effective Time Surviving Corporation if it is determined by a final, non-appealable order of a court of competent jurisdiction that such indemnified party is not entitled to retain such advanced expenses). (including, without limitation, the transactions contemplated by this Agreement). b) Parent shall cause the Surviving Corporation to comply with the terms of and maintain in existence any current indemnification agreements between effect for not less than five (5) years from the Effective Time the policies of the directors' and officers' liability and fiduciary insurance most recently maintained by the Company (provided, that the Surviving Corporation may substitute therefor policies of at least the same coverage containing terms and any conditions which are no less advantageous to the beneficiaries thereof so long as such substitution does not result in gaps or lapses in coverage) with respect to matters occurring prior to the Effective Time; provided, however, that in satisfying its obligation under this Section, the Surviving Corporation shall not be obligated to pay premiums in excess of its directors or officers. $125,000 with respect to such insurance. (c) In the event the Surviving Corporation or any of its successors or assigns successor (ai) consolidates is consolidated with or merges into any other Person another person and the Surviving Corporation shall is not be the continuing or surviving corporation or entity of such consolidation or merger or (bii) transfers all or substantially all of its properties and assets to any Personother person in a single transaction or a series of related transactions, then, and then in each such case, case Parent shall make or cause to be made proper provision shall be made so that the successors and assigns successor or transferee of the Surviving Corporation shall assume comply in all material respect with the obligations set forth in terms of this Section 5.13. The Surviving Corporation shall obtain and maintain in effect for not less than five years after the Effective Time, the current policies of directors' and officers' liability insurance and fiduciary liability insurance maintained by the Company and the Company's subsidiaries with respect to matters occurring at or prior to the Effective Time (including, without limitation, the transactions contemplated by this Agreement), provided, that Parent may, with no lapse in coverage, substitute therefore policies of substantially the same coverage containing terms and conditions which are no less advantageous, in any material respect, to the Company's present or former directors, officers, employees, agents or other individuals otherwise covered by such insurance policies prior to the Effective Time (the "Indemnified Parties"). This5.8.

Indemnification; Directors’ and Officers’ Insurance. Subject to the occurrence of (a) Parent agrees that from and after the Effective Time, the Surviving Corporation Company shall comply with all of the Company’s obligations, and shall cause its Articles of Incorporation Subsidiaries to comply their respective obligations to, indemnify and Bylaws hold harmless each individual who at the Effective Time is, or at any time prior to contain the indemnification provisions set forth in the Articles of Incorporation and Bylaws Effective Time was, a director or officer of the Company or any of its Subsidiaries (the “Indemnified Parties”) against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred in connection with any actual or threatened Proceeding, whether civil, criminal, administrative or investigative, arising out of or related to (i) any actions or omissions occurring or alleged to occur prior to or at the Effective Time in such Indemnified Party’s capacity as a director or officer of the Company or any of its Subsidiaries, including in connection with the Merger, this Agreement or any of the transactions contemplated hereby or (ii) any actions to enforce this provision or any other indemnification or advancement right of any Indemnified Party to the fullest extent permitted by applicable Law (and the Surviving Corporation shall also advance expenses as incurred to the fullest extent permitted under applicable Law). The memorandum and articles of association of the Surviving Company will contain provisions with respect to exculpation and indemnification that are at least as favorable to the directors, officers or employees of the Company as those contained in the Memorandum and Articles as in effect on the date of this Agreementhereof, except to the extent prohibited by applicable Law, which provisions thereafter shall will not be amended, repealed or otherwise modified after for a period of six (6) years from the Effective Time in any manner that could reasonably be expected to would adversely affect the rights thereunder of individuals who at the Indemnified Parties, unless such modification is required by applicable Law. (b) Parent or the Surviving Company shall have the right, but not the obligation, to assume and control the defense of any time prior threatened or actual Proceeding relating to the Effective Time were directors, officers or employees of the Company in respect of actions any acts or omissions occurring at covered under this Section 6.7 unless there is a conflict of interest between Parent and the Surviving Company, on the one hand, and the Indemnified Party, on the other (for the avoidance of doubt, conflict of interest shall be deemed to exist in the event of any threatened or prior actual Proceeding relating to the Effective Time (including, without limitation, the transactions contemplated by this Agreementhereby). ; provided, that neither Parent shall cause nor the Surviving Corporation Company shall settle, compromise or consent to comply with the terms entry of and maintain any judgment in existence any current such Proceeding for which indemnification agreements between has been sought by an Indemnified Party hereunder, unless such settlement, compromise or consent includes an unconditional release of such Indemnified Party from all liability arising out of such Proceeding or such Indemnified Party otherwise consents in writing to such settlement, compromise or consent. Each of Parent, the Surviving Company and the Indemnified Parties shall cooperate in the defense of any of its directors or officers. In the event the Surviving Corporation or any of its successors or assigns (a) consolidates with or merges into any other Person Proceeding and the Surviving Corporation shall not be the continuing or surviving corporation or entity of such consolidation or merger or (b) transfers all or substantially all of its provide access to properties and assets individuals as reasonably requested and furnish or cause to any Personbe furnished records, theninformation and testimony, and attend such conferences, discovery proceedings, hearings, trials or appeals, as may be reasonably requested in each such case, proper provision shall be made so that the successors and assigns connection therewith. (c) For a period of the Surviving Corporation shall assume the obligations set forth in this Section 5.13. The Surviving Corporation shall obtain and maintain in effect for not less than five six (6) years after the Effective Time, the current Surviving Company shall, and Parent shall cause the Surviving Company to, maintain the Company’s and its Subsidiaries’ existing policies of directors' ’ and officers' ’ liability insurance for the benefit of those Persons who are covered by such policies at the Effective Time (or the Surviving Company may substitute therefor policies of substantially equivalent coverage with respect to matters occurring prior to the Effective Time), to the extent that such liability insurance can be maintained at a cost to the Surviving Company not greater than 250% of the annual premium of the existing policies. The Company may prior to the Effective Time at its option purchase, for an amount not to exceed 250% of the annual premium of the existing policies, a six (6) year “tail policy” on terms and fiduciary conditions providing substantially equivalent benefits as the existing policies of directors’ and officers’ liability insurance maintained by the Company. If such prepaid “tail policy” has been obtained by the Company and the Company's subsidiaries with respect to matters occurring at or prior to the Effective Time Closing, it shall be deemed to satisfy all obligations to obtain insurance pursuant to this Section 6.7(c) and the Surviving Company shall, and Parent shall cause the Surviving Company to, maintain such policies in full force and effect, and continue to honor the respective obligations thereunder. (including, without limitationd) The provisions of this Section 6.7 shall survive the consummation of the Merger and shall be binding on all successors and assigns of Parent, the transactions contemplated by Surviving Corporation and its Subsidiaries (as the case may be) and are intended to be for the benefit of, and shall be enforceable by, each of the Indemnified Parties and their heirs and legal representatives, each of which shall be a third party beneficiary of the provisions of this Agreement), provided, that Parent may, with no lapse in coverage, substitute therefore policies of substantially the same coverage containing terms and conditions which are no less advantageous, in any material respect, to the Company's present or former directors, officers, employees, agents or other individuals otherwise covered by such insurance policies prior to the Effective Time (the "Indemnified Parties"). ThisSection 6.7.

Indemnification; Directors’ and Officers’ Insurance. Subject (a) To the fullest extent permitted by Law, from and after the Closing, all rights to indemnification, as provided in the occurrence Governing Documents of the Effective Time, the Surviving Corporation shall cause its Articles of Incorporation and Bylaws to contain the indemnification provisions set forth in the Articles of Incorporation and Bylaws Group Companies as of the date hereof, in favor of the current or former employees, directors, managers and/or officers of the Group Companies (the “Group Company Indemnified Parties”) with respect to their activities on behalf of the date of this Agreement, which provisions thereafter shall not be amended, repealed or otherwise modified after the Effective Time in any manner that could reasonably be expected to adversely affect the rights thereunder of individuals who at any time Group Companies prior to the Effective Time were directorsClosing, officers or employees shall survive the Closing and shall continue in full force and effect (without amendment adverse to such Group Company Indemnified Parties) for a period of not less than six (6) years following the Closing, and Holdco shall not, and shall cause each of the Group Companies not to, derogate such rights. (b) Prior to the Closing, the Member shall cause the Company to purchase, at Parent’s sole cost and expense as a Parent Transaction Expense, a six (6) year prepaid “tail policy,” with terms, conditions, retentions and limits of liability that are at least as favorable to the beneficiaries thereof as provided in the Company’s existing directors’ and officers’ insurance policies and the Company’s existing fiduciary liability insurance policies (collectively, the “D&O Insurance Policies”) as of the date hereof, with respect of actions to matters existing or omissions occurring at or prior to the Effective Time (includingClosing, covering, without limitation, the transactions contemplated hereby (the “D&O Tail Policy”); provided, however, that the Company may not purchase a D&O Tail Policy with an aggregate annual premium in excess of 200% of the aggregate annual premium most recently paid by this Agreementthe Company prior to the date hereof to maintain the D&O Insurance Policies (and if the aggregate annual premium for such D&O Tail Policy exceeds such amount, the Company shall purchase a D&O Tail Policy with the greatest coverage available for a cost not exceeding such amount). Parent Following the Closing, Holdco shall not, and shall cause each of the Group Companies not to, terminate or amend the D&O Tail Policy. Following the Closing, Holdco shall cause the Surviving Corporation Group Companies to comply with use commercially reasonable efforts to recover amounts under the terms of and maintain in existence any current indemnification agreements between the Company and any of its directors or officers. In the event the Surviving Corporation D&O Tail Policy. (c) If Holdco or any of its successors or assigns shall (ai) consolidates consolidate with or merges merge into any other Person and the Surviving Corporation shall not be the continuing or surviving corporation or entity of such consolidation or merger or merger, (bii) transfers transfer all or substantially all of its properties and assets to any PersonPerson or (iii) cease to exist for any reason, then, and in each such case, proper provision provisions shall be made so that the successors and assigns of the Surviving Corporation Holdco shall assume all of the obligations of Holdco set forth in this Section 6.09. (d) The provisions of this Section 6.09 are intended to be for the benefit of, and shall be enforceable by, each of the Group Company Indemnified Parties and their respective heirs and legal representatives, who are third party beneficiaries of this Section 6.09, with full rights of enforcement against Holdco as if a party hereto. The rights of each Group Company Indemnified Party under this Section 6.09 shall be in addition to any rights such Group Company Indemnified Party may have under any applicable indemnification agreement to which such Group Company Indemnified Party is a party. The obligations set forth in this Section 5.13. The Surviving Corporation 6.09 shall obtain and maintain not be terminated, amended or otherwise modified in effect for not less than five years after the Effective Timeany manner that adversely affects any Group Company Indemnified Party, the current policies of directors' and officers' liability insurance and fiduciary liability insurance maintained by the Company and the Company's subsidiaries with respect to matters occurring at or prior to the Effective Time (includingan heir or legal representative thereof, without limitation, the transactions contemplated by this Agreement), provided, that Parent may, with no lapse in coverage, substitute therefore policies prior written consent of substantially the same coverage containing terms and conditions which are no less advantageous, in any material respect, to the Company's present or former directors, officers, employees, agents such affected Group Company Indemnified Party or other individuals otherwise covered by such insurance policies prior to the Effective Time (the "Indemnified Parties"). ThisPerson.

Indemnification; Directors’ and Officers’ Insurance. Subject to the occurrence of (a) For six (6) years after the Effective Time, Parent shall, and shall cause the Surviving Corporation shall cause and its Articles of Incorporation subsidiaries to, honor and Bylaws to contain fulfill in all respects the indemnification provisions set forth in the Articles of Incorporation and Bylaws obligations of the Company on and its subsidiaries under any and all indemnification agreements in effect immediately prior to the date Effective Time between the Company or any of this Agreementits subsidiaries and any of its current or former directors and officers (the “Indemnified Parties”). In addition, which 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 and its subsidiaries to contain provisions thereafter with respect to indemnification and exculpation that are at least as favorable to the beneficiaries thereof as the indemnification and exculpation provisions contained in the certificate or articles of incorporation and bylaws (or other similar organizational documents) of the Company and its subsidiaries immediately prior to the Effective Time, and during such six-year period, such provisions shall not be amended, repealed or otherwise modified after the Effective Time in any manner that could reasonably be expected to adversely affect the rights thereunder respect, except as required by applicable law. For purposes of individuals who at any time this Section 5.10(a) and Section 5.10(e) below, those provisions providing for indemnification and exculpation contained in Parent’s certificate of incorporation and bylaws immediately prior to the Effective Time were shall be deemed to sufficient in scope to satisfy Parent’s obligations as to such indemnification and exculpation provisions if maintained through such six (6) year period. (b) For six (6) years after the Effective Time, Parent shall, and shall cause the Surviving Corporation to, to maintain in effect the Company’s existing officers’ and directors, officers or employees of ’ liability insurance policy (the Company “D&O Policy”) in respect of actions acts or omissions occurring at on or prior to the Effective Time (includingcovering each such Person currently covered by the D&O Policy; provided, without limitationthat, in satisfying their obligations under this Section 5.10(b), Parent and Surviving Corporation shall not be obligated to pay premiums under the transactions contemplated by this Agreement). D&O Policy in excess of 150% of the Annual Premium, provided, however, that if Parent shall cause and the Surviving Corporation would otherwise be required to comply with expend more than 150% of the terms Annual Premium to maintain the D&O Policy during such six-year period, then they shall obtain as much comparable insurance as possible for an annual premium equal to 150% of and maintain in existence any current indemnification agreements between the Annual Premium. Notwithstanding the foregoing, prior to the Effective Time, the Company may purchase a directors’ and any officers’ liability insurance “tail” or “runoff” insurance program, in form and substance reasonably satisfactory to Parent, effective as of its directors the Effective Time, covering a period of six (6) years from and after the Effective Time with respect to acts or officersomissions occurring on or prior to the Effective Time, with such coverage to have an aggregate coverage limit over the term of such policy in an amount at least equal to the annual aggregate coverage limits under the D&O Policy; provided that the premium for such coverage shall not exceed four (4) times the Annual Premium. In the event that the Company purchases such a “tail” or “runoff” policy prior to the Effective Time, Parent and the Surviving Corporation shall maintain such “tail” or “runoff” 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 5.10(b) for so long as such “tail” or “runoff” policy shall be maintained in full force and effect. Company represents to Parent that the amount per annum Company paid for the D&O Policy for the period from June 1, 2005 to May 31, 2006 (the “Annual Premium”) is as set forth in Schedule 5.10(b) of the Company Disclosure Letter. Neither Parent or the Company shall be deemed in breach of their obligations to maintain any insurance policy pursuant to this Section 5.10(b) as to any Indemnified Party that is denied coverage under such insurance policy by the issuer or underwriter thereof as a result of any act or omission of an Indemnified Person in connection with the application for such insurance policy or any claim thereunder. (c) The obligations and liability of Parent, the Surviving Corporation and its subsidiaries under this Section 5.10 shall be joint and several. (d) The obligations under this Section 5.10 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” or “runoff” policy referred to in Section 5.10(b) (and their heirs and representatives)) without the prior written consent of such affected Indemnified Party or other person who is a beneficiary under the D&O Policy or the “tail” or “runoff” policy referred to in Section 5.10(b) (and their heirs and representatives). Each of the Indemnified Parties or other persons who are beneficiaries under the D&O Policy or the “tail” or “runoff” policy referred to in Section 5.10(b) (and their heirs and representatives) are intended to be third party beneficiaries of this Section 5.10, with full rights of enforcement as if a party hereto. The rights of the Indemnified Parties (and other persons who are beneficiaries under the D&O Policy or the “tail” or “runoff” policy referred to in Section 5.10(b) (and their heirs and representatives)) under this Section 5.10 shall be in addition to, and not in substitution for, any other rights that such persons may have under the certificate or articles of incorporation, bylaws or other equivalent organizational documents, any and all indemnification agreements of or entered into by the Company or any of its subsidiaries, or applicable law (whether at law or in equity). (e) In the event that Parent, Surviving Corporation or any of its their subsidiaries (or any of their respective successors or assigns (aassigns) consolidates shall consolidate or merge with or merges into any other Person person and the Surviving Corporation shall not be the continuing or surviving corporation or entity of in such consolidation or merger merger, or (b) transfers all or substantially all at least 50% of its properties and assets to any Personother person, then, and then in each such case, case proper provision shall be made so that the continuing or surviving corporation or entity (or its successors and assigns or assigns, if applicable), or transferee of such assets, as the Surviving Corporation case may be, shall assume the obligations set forth in this Section 5.13. The Surviving Corporation shall obtain and maintain in effect for not less than five years after the Effective Time, the current policies of directors' and officers' liability insurance and fiduciary liability insurance maintained by the Company and the Company's subsidiaries with respect to matters occurring at or prior to the Effective Time (including, without limitation, the transactions contemplated by this Agreement), provided, that Parent may, with no lapse in coverage, substitute therefore policies of substantially the same coverage containing terms and conditions which are no less advantageous, in any material respect, to the Company's present or former directors, officers, employees, agents or other individuals otherwise covered by such insurance policies prior to the Effective Time (the "Indemnified Parties"). This5.10.

Indemnification; Directors’ and Officers’ Insurance. Subject to the occurrence (a) For a period of not less than six years from and after the Effective Time, the Surviving Corporation shall cause its Articles of Incorporation indemnify and Bylaws to contain the indemnification provisions set forth in the Articles of Incorporation hold harmless each present and Bylaws former director and officer of the Company on the date (when acting in such capacity) determined as of this Agreement, which provisions thereafter shall not be amended, repealed or otherwise modified after the Effective Time (the “Indemnified Parties”), against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, settlements, damages or liabilities (collectively, “Costs”) incurred in connection with any manner that could reasonably be expected to adversely affect the rights thereunder claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative (collectively, “Claims”), arising out of individuals who at any time prior to the Effective Time were directors, officers matters existing or employees of the Company in respect of actions or omissions occurring at or prior to the Effective Time (including, without limitation, including the transactions contemplated by this Agreementhereby). , whether asserted or claimed prior to, at or after the Effective Time, to the fullest extent and only to the extent permitted under applicable Law (and the Surviving Corporation shall also advance expenses as incurred to the extent permitted under applicable Law; provided the Person to whom expenses are advanced provides an undertaking to repay such advances if it is ultimately determined that such Person is not entitled to indemnification). (b) Parent shall cause the Surviving Corporation to comply with maintain the terms Company’s existing officers’ and directors’ liability insurance for a period of and maintain six years after the Effective Time so long as the annual premium therefor is not in existence any current indemnification agreements between excess of 200% of the Company and any of its directors or officers. In last annual premium paid prior to the event date hereof, in which case Parent shall cause the Surviving Corporation to obtain in the aggregate as much comparable insurance as available for such amount. (c) If the Surviving Corporation or any of its successors or assigns (ai) consolidates shall consolidate with or merges merge into any other Person and the Surviving Corporation shall not be the continuing or surviving corporation or entity of such consolidation or merger or (bii) transfers all or substantially all shall transfer any of its material properties and or assets to any Person, individually or in the aggregate, then, and in each such case, proper provision provisions shall be made so that the successors and assigns of the Surviving Corporation or the Person acquiring such properties or assets shall assume assume, jointly and severally, all of the obligations set forth in this Section. (d) The provisions of this Section 5.13. The Surviving Corporation shall obtain 6.12 are intended for the benefit of, and maintain will be enforceable by, each Indemnified Party and his or her heirs and representatives, and are in effect for addition to, and not less than five years after the Effective Timein substitution for, the current policies of directors' and officers' liability insurance and fiduciary liability insurance maintained any other rights to indemnification or contribution that any such Indemnified Party may have had by the Company and the Company's subsidiaries with respect to matters occurring at contract or prior to the Effective Time (including, without limitation, the transactions contemplated by this Agreement), provided, that Parent may, with no lapse in coverage, substitute therefore policies of substantially the same coverage containing terms and conditions which are no less advantageous, in any material respect, to the Company's present or former directors, officers, employees, agents or other individuals otherwise covered by such insurance policies prior to the Effective Time (the "Indemnified Parties"). Thisotherwise.

Indemnification; Directors’ and Officers’ Insurance. Subject to the occurrence of (a) From and after the Effective Time, Holdco shall (i) indemnify and hold harmless, and provide advancement of expenses to, all past and present directors, officers and employees of GSM and its Subsidiaries (in all of their capacities) (A) to the Surviving Corporation shall cause its Articles fullest extent permitted by Law, to the same extent such persons are indemnified or have the right to advancement of Incorporation and Bylaws to contain the indemnification provisions set forth in the Articles expenses as of Incorporation and Bylaws of the Company on the date of this Agreement, which provisions thereafter shall not be amended, repealed or otherwise modified after the Effective Time in any manner that could reasonably be expected to adversely affect the rights thereunder of individuals who at any time prior Agreement by GSM pursuant to the Effective Time were organizational documents of GSM or its Subsidiaries and indemnification agreements, if any, in existence on the date hereof with any directors, officers or and employees of GSM and its Subsidiaries and (B) without limitation to clause (A), to the Company fullest extent permitted by Law, in respect of actions each case for acts or omissions occurring at or prior to the Effective Time (including, without limitation, the transactions contemplated by this Agreement). Parent shall cause the Surviving Corporation to comply including for acts or omissions occurring in connection with the terms approval of this Agreement and maintain the consummation of the Transactions), (ii) include and cause to be maintained in existence any current indemnification agreements between the Company and any of its directors or officers. In the event the Surviving Corporation effect in Holdco’s (or any of its successors or assigns (asuccessor’s) consolidates with or merges into any other Person and the Surviving Corporation shall not be the continuing or surviving corporation or entity of such consolidation or merger or (b) 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 the Surviving Corporation shall assume the obligations set forth in this Section 5.13. The Surviving Corporation shall obtain and maintain in effect for not less than five years organizational documents after the Effective Time, provisions providing for the elimination of liability of directors, indemnification of officers, directors and employees and advancement of expenses to the fullest extent permitted by Law, (iii) cause to be maintained for a period of six years after the Effective Time the current policies of directors' ’ and officers' ’ liability insurance and fiduciary liability insurance maintained by GSM (provided that Holdco (or any successor) may substitute therefor one or more policies of at least the Company same coverage and amounts containing terms and conditions which are, in the Company's subsidiaries aggregate, no less advantageous to the insured) with respect to matters claims arising from facts or events that occurred on or before the Effective Time; provided, however, that in no event shall Holdco be required to expend in any one year an amount in excess of 250% of the annual premiums currently paid by GSM for such insurance; and, provided, further, that if the annual premiums of such insurance coverage exceed such amount, Holdco shall be obligated to obtain a policy with the greatest coverage available for a cost not exceeding such amount. Holdco may, in lieu of maintaining the insurance described in clause (iii) of this Section 7.9(a), purchase a six-year “tail” prepaid policy on terms and conditions no less advantageous to the insured than the current directors’ and officers’ liability insurance and fiduciary liability insurance maintained by GSM. The obligations of Holdco under this Section 7.9(a) shall not be terminated or modified in such a manner as to adversely affect any indemnitee to whom this Section 7.9(a) applies without the consent of such affected indemnitee (it being expressly agreed that the indemnitees to whom this Section 7.9(a) applies shall be third-party beneficiaries of this Section 7.9(a)). (b) From and after the Effective Time, Holdco shall (i) indemnify and hold harmless, and provide advancement of expenses to, all past and present directors, officers and employees of FA and its Subsidiaries (in all of their capacities) (A) to the fullest extent permitted by Law, to the same extent such persons are indemnified or have the right to advancement of expenses as of the date of this Agreement by FA pursuant to the organizational documents of FA or its Subsidiaries and indemnification agreements, if any, in existence on the date hereof with any directors, officers and employees of FA and its Subsidiaries and (B) without limitation to clause (A), to the fullest extent permitted by Law, in each case for acts or omissions occurring at or prior to the Effective Time (including, without limitation, including for acts or omissions occurring in connection with the approval of this Agreement and the consummation of the transactions contemplated by this Agreementhereby), provided(ii) include and cause to be maintained in effect in Holdco’s (or any successor’s) organizational documents after the Effective Time, that Parent mayprovisions providing for the elimination of liability of directors, with no lapse in coverageindemnification of officers, substitute therefore directors and employees and advancement of expenses to the fullest extent permitted by Law and (iii) cause to be maintained for a period of six years after the Effective Time the current policies of substantially directors’ and officers’ liability insurance and fiduciary liability insurance maintained by FA (provided that Holdco (or any successor) may substitute therefor one or more policies of at least the same coverage and amounts containing terms and conditions which are are, in the aggregate, no less advantageousadvantageous to the insured) with respect to claims arising from facts or events that occurred on or before the Effective Time; provided, however, that in no event shall Holdco be required to expend in any one year an amount in excess of 250% of the annual premiums currently paid by FA for such insurance; and, provided, further, that if the annual premiums of such insurance coverage exceed such amount, Holdco shall be obligated to obtain a policy with the greatest coverage available for a cost not exceeding such amount. Holdco may, in any material respectlieu of maintaining the insurance described in clause (iii) of Section 7.9(b), purchase a six-year “tail” prepaid policy on terms and conditions no less advantageous to the Company's present insured than the current directors’ and officers’ liability insurance and fiduciary liability insurance maintained by FA. The obligations of Holdco under this Section 7.9(b) shall not be terminated or former directors, officers, employees, agents or other individuals otherwise covered by modified in such insurance policies prior a manner as to adversely affect any indemnitee to whom this Section 7.9(b) applies without the Effective Time consent of such affected indemnitee (it being expressly agreed that the "Indemnified Parties"indemnitees to whom this Section 7.9(b) applies shall be third party beneficiaries of this Section 7.9(b). This).

Indemnification; Directors’ and Officers’ Insurance. Subject (a) Buyer agrees that all rights to the occurrence indemnification and all limitations of the Effective Time, the Surviving Corporation shall cause its Articles liability existing in favor of Incorporation and Bylaws to contain the indemnification provisions set forth in the Articles of Incorporation and Bylaws any director or officer of the Company on or its Subsidiaries (the “Indemnified Parties”) as provided in the Company’s Certificate of Incorporation or Bylaws or in the similar governing documents of the Company’s Subsidiaries as in effect as of the date of this Agreement, which provisions thereafter shall not be amended, repealed or otherwise modified after the Effective Time in any manner that could reasonably be expected hereof with respect to adversely affect the rights thereunder of individuals who at any time prior to the Effective Time were directors, officers or employees of the Company in respect of actions or omissions matters occurring at on or prior to the Effective Time shall survive the Merger and shall continue in full force and effect for a period of six (including6) years from the Effective Time; provided, without limitationhowever, that all rights to indemnification in respect of any claim asserted or made within such period shall continue until the final disposition of such claim. (b) Prior to the Effective Time, the transactions contemplated by this Agreement). Parent Company shall cause purchase an extended reporting period endorsement under the Surviving Corporation Company’s existing directors’ and officers’ liability insurance coverage for the Company’s directors and officers in a form acceptable to comply with the terms of and maintain in existence any current indemnification agreements between the Company which shall provide such directors and any officers with coverage for six (6) years following the Effective Time of its directors or not less than the existing coverage under, and have other terms not materially less favorable to, the insured persons than the directors’ and officers’ liability insurance coverage presently maintained by the Company, so long as the aggregate cost is less than 200% of the annual premium currently paid by the Company for such insurance (the “Premium Limit”). In the event that the Surviving Corporation Premium Limit is insufficient for such coverage, the Company may enter into an agreement to spend up to that amount to purchase such lesser coverage as may be obtained with such amount. (c) In the event Buyer or any of its successors or assigns (ai) consolidates with or merges into any other Person and the Surviving Corporation shall not be the continuing or surviving corporation or entity of such consolidation or merger merger, or (bii) 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 Buyer shall assume the obligations set forth in this Section 5.13. 6.9. (d) The Surviving Corporation provisions of this Section 6.9 are intended to be for the benefit of, and to grant third party rights to, and shall obtain be enforceable by, each Indemnified Party and maintain in effect for not less than five years after the Effective Time, the current policies of directors' his or her heirs and officers' liability insurance and fiduciary liability insurance maintained by the Company and the Company's subsidiaries with respect to matters occurring at or prior to the Effective Time (including, without limitation, the transactions contemplated by this Agreement), provided, that Parent may, with no lapse in coverage, substitute therefore policies of substantially the same coverage containing terms and conditions which are no less advantageous, in any material respect, to the Company's present or former directors, officers, employees, agents or other individuals otherwise covered by such insurance policies prior to the Effective Time (the "Indemnified Parties"). Thisrepresentatives.

Indemnification; Directors’ and Officers’ Insurance. Subject to (a) From and after the occurrence Share Acceptance Date until the sixth anniversary of the Effective Time, Parent shall indemnify, advance expenses to, and hold harmless the present and former officers and directors of the Company and its Subsidiaries, in each case to the fullest extent permitted by law, in respect of acts or omissions occurring prior to or after the Share Acceptance Date. From and after the Effective Time, Parent shall cause the articles of incorporation and code of regulations of the Surviving Corporation shall cause its Articles of Incorporation and Bylaws to contain provisions substantially similar in terms of the rights granted in the provisions with respect to indemnification provisions and insurance set forth in the Articles Company's articles of Incorporation incorporation and Bylaws code of the Company regulations in effect on the date of this Agreementhereof, which provisions thereafter shall not be amended, repealed or otherwise modified after amended in any manner prior to the sixth anniversary of the Effective Time in any manner that could reasonably be expected to would adversely affect the rights thereunder of individuals who at any time prior to the Effective Time were directorsCompany's employees, agents, directors or officers or employees of the Company in respect of actions for acts or omissions occurring at on or prior to the Effective Time (includingTime, without limitation, except if such amendment is required by applicable Law. Any determination required to be made with respect to whether an officer's or director's conduct complies with the transactions contemplated standards set forth in the Company's articles of incorporation or code of regulations shall be made by this Agreement)independent counsel selected by Parent and reasonably acceptable to such officer or director. Parent shall cause pay such counsel's fees and expenses so long as such officer or director does not challenge any such determination by such independent counsel. With respect to acts or omissions occurring on or prior to the Share Acceptance Date or, with respect to directors or officers who continue to serve until the Effective Time, the Effective Time, Parent and the Surviving Corporation shall, until the sixth anniversary of the Effective Time and for so long thereafter as any claim for insurance coverage asserted on or prior to comply with such date has not been fully adjudicated, cause to be maintained in effect, at no cost to the terms beneficiaries thereof, to the extent available, the policies of directors' and maintain in existence any current indemnification agreements between officers' liability insurance maintained by the Company and any its Subsidiaries as of its directors the date hereof to the extent that such insurance coverage can be maintained at an annual cost to the Surviving Corporation of not greater than 200% of the annual premium for the Company's current insurance policies and, if such insurance coverage cannot be so purchased or officers. maintained at such cost, providing as much of such insurance as can be so purchased or maintained at such cost. (b) In the event the Surviving Corporation or any of its successors or assigns (ai) consolidates with or merges into any other Person and the Surviving Corporation shall not be the continuing or surviving corporation or entity of such consolidation or merger or (bii) transfers all or substantially all of its properties and assets to any Person, then, and in each such case, proper provision provisions shall be made so that the successors and assigns of the Surviving Corporation shall assume the its obligations set forth in this Section 5.13. The Surviving Corporation shall obtain and maintain in effect for not less than five years after the Effective Time, the current policies of directors' and officers' liability insurance and fiduciary liability insurance maintained by the Company and the Company's subsidiaries with respect to matters occurring at or prior to the Effective Time (including, without limitation, the transactions contemplated by this Agreement), provided, that Parent may, with no lapse in coverage, substitute therefore policies of substantially the same coverage containing terms and conditions which are no less advantageous, in any material respect, to the Company's present or former directors, officers, employees, agents or other individuals otherwise covered by such insurance policies prior to the Effective Time (the "Indemnified Parties"). This7.07.

Indemnification; Directors’ and Officers’ Insurance. Subject (a) For a period of six (6) years after the Effective Time (and until such later date as of which any Action commenced during such six (6) year period shall have been finally disposed of), Parent shall, and shall cause the Surviving Corporation and its Subsidiaries, and from and after the Subsequent Merger, the Surviving Company and its Subsidiaries to, honor and fulfill in all respects the obligations (including both indemnification and advancement of expenses) of the Company and its Subsidiaries under the certificate of incorporation or any bylaws of the Company or its Subsidiaries or indemnification agreements, in each case, in effect immediately prior to the occurrence Effective Time for the benefit of any of its current or former directors and officers and any person who becomes a director or officer of the Company or any of its Subsidiaries prior to the Effective Time (the “Indemnified Parties”). In addition, for a period of six (6) years following the Effective Time (and until such later date as of which any Action commenced during such six (6) year period shall have been finally disposed of), Parent shall (and shall cause the Surviving Corporation, the Surviving Company and their respective Subsidiaries to) cause the certificate of incorporation, certificate of formation and bylaws and operating agreement, as applicable (and other similar organizational documents) of the Surviving Corporation, the Surviving Company and their respective Subsidiaries to contain provisions with respect to indemnification, advancement of expenses and exculpation that are at least as favorable, in the aggregate, as the indemnification, advancement of expenses and exculpation provisions contained in the certificate of incorporation and bylaws (or other similar organizational documents) of the Company and its Subsidiaries immediately prior to the Effective Time, the Surviving Corporation and during such six (6) year period (and until such later date as of which any Action commenced during such six (6) year period shall cause its Articles of Incorporation and Bylaws to contain the indemnification have been finally disposed of), such provisions set forth in the Articles of Incorporation and Bylaws of the Company on the date of this Agreement, which provisions thereafter shall not be amended, repealed or otherwise modified after the Effective Time in any manner that could reasonably be expected to adversely affect the rights thereunder of individuals who at any time prior to the Effective Time were directorsrespect, officers except as required by Law. (b) Parent shall provide, or employees of the Company in respect of actions or omissions occurring at or prior to the Effective Time (including, without limitation, the transactions contemplated by this Agreement). Parent shall cause the Surviving Corporation to comply with (and from and after the terms of and maintain in existence any current indemnification agreements between the Company and any of its directors or officers. In the event Subsequent Merger, the Surviving Corporation or any Company) to provide, for an aggregate period of its successors or assigns (a) consolidates with or merges into any other Person and the Surviving Corporation shall not be the continuing or surviving corporation or entity of such consolidation or merger or (b) 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 the Surviving Corporation shall assume the obligations set forth in this Section 5.13. The Surviving Corporation shall obtain and maintain in effect for not less than five six (6) years after from the Effective Time, the Company’s current policies of directors' directors and officers' liability officers an insurance and fiduciary liability insurance maintained by the Company and the Company's subsidiaries with respect to matters indemnification policy that provides coverage for events occurring at or prior to the Effective Time (including, without limitation, the transactions contemplated by this Agreement), provided, that Parent may, with no lapse in coverage, substitute therefore policies of substantially the same coverage containing terms and conditions which are no less advantageous, in any material respect, to the Company's present or former directors, officers, employees, agents or other individuals otherwise covered by such insurance policies prior to the Effective Time (the "Indemnified Parties"“D&O Insurance”) that is no less favorable to the Company’s existing policy or, if no such insurance coverage is available, the best available coverage; provided, however, that Parent and the Surviving Corporation (and from and after the Subsequent Merger, the Surviving Company) shall not be required to pay an annual premium for the D&O Insurance in excess of 300% of the last annual premium paid prior to the date of this Agreement (the “Company’s Current Premium”). ThisIf such premiums for such insurance would at any time exceed 300% of the Company’s Current Premium, then Parent shall use its reasonable efforts to cause to be maintained policies of insurance which, in Parent’s good faith determination, provide the maximum coverage available at an annual premium equal to 300% of the Company’s Current Premium. The Company’s Current Premium is set forth on the Company Letter.

Indemnification; Directors’ and Officers’ Insurance. Subject to the occurrence of (a) From and after the Effective Time, the Surviving Corporation Buyer shall, and shall cause its Articles of Incorporation the Company to, (i) indemnify and Bylaws to contain the indemnification provisions set forth in the Articles of Incorporation hold harmless each present and Bylaws former Management Committee member, director and officer of the Company and its Subsidiaries (collectively, the “Company Indemnitees”), against any actual damages, claim, losses, costs, liabilities or expenses, including reasonable attorneys’ fees and expenses, costs of investigation, response action, removal action or remedial action incurred or suffered by any of the Company Indemnitees in connection with any liabilities or any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of or pertaining to matters existing or occurring at or prior to the Effective Time, whether asserted or claimed prior to, at or after the Effective Time, to the fullest extent that the Company or its Subsidiaries would have been permitted under applicable Law and under the LLC Agreement or comparable documents of the Company’s Subsidiaries, in each case as in effect on the date of this Agreement, to indemnify such Company Indemnitees and (ii) advance expenses as incurred by any Company Indemnitee in connection with any matters for which such Company Indemnitee is entitled to indemnification from Buyer pursuant to this Section 6.11(a) to the fullest extent permitted under applicable Law or, if greater, under the LLC Agreement or comparable documents of the Company’s Subsidiaries; provided, however, that the Company Indemnitee to whom expenses are advanced provides an undertaking to repay such advances if it is ultimately finally determined by a court of competent jurisdiction and all rights of appeal have lapsed, that such Company Indemnitee is not entitled to indemnification under applicable Law, the LLC Agreement or comparable documents of the Company’s Subsidiaries, or pursuant to this Section 6.11(a). (b) From and after the Effective Time, the Surviving Company’s limited liability company agreement (or similar governing document) and the comparable documents of the Company’s Subsidiaries shall contain provisions thereafter no less favorable with respect to indemnification, advancement of expenses and exculpation of the Company Indemnitees than are currently set forth in the Company’s LLC Agreement and the comparable documents of the relevant Subsidiaries of the Company. (c) For a period of six (6) years following the Effective Time, Buyer shall maintain, or shall cause the Surviving Company to maintain, in effect a directors’ and officers’ liability insurance policy covering the current and former officers and directors of the Company and its Subsidiaries with coverage in amount and scope at least as favorable as such existing coverage; provided, however, that notwithstanding the foregoing, Buyer shall not be amendedobligated to pay premiums or other expenses in excess of 150% of those associated with such insurance maintained in effect by the Company and the Subsidiaries, repealed in each case, as on an annual basis; provided, further, however, that this Section 6.11(c) shall be deemed to have been satisfied if a prepaid policy or otherwise modified after policies (i.e., “tail coverage”) have been obtained by the Effective Time Surviving Company which policy or policies provide such directors, Management Committee members and officers with the coverage described in any manner this Section 6.11(c) for an aggregate period of not less than six (6) years with respect to claims arising from facts or events that could reasonably be expected to adversely affect occurred on or before the rights thereunder of individuals who at any time prior Closing Date, including with respect to the Effective Time were directorstransactions contemplated by this Agreement, officers or employees of and the Company premiums for such prepaid policies shall have been paid in respect of actions or omissions occurring full at or prior to the Effective Time (includingand such prepaid policies shall be non-cancelable. If such prepaid policies have been obtained by Buyer prior to the Effective Time, without limitationBuyer shall, the transactions contemplated by this Agreement). Parent or shall cause the Surviving Corporation Company to, maintain such policies in full force and effect, and continue to comply with honor the terms of and maintain in existence any current indemnification agreements between the Company and any of its directors or officers. obligations thereunder. (d) In the event that Buyer or the Surviving Corporation Company or any of its successors or assigns (ai) consolidates with or merges into any other Person and the Surviving Corporation shall not be the continuing or surviving corporation or entity of in such consolidation or merger or (bii) transfers all or substantially all of the 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 Buyer or the Surviving Corporation shall assume Company, as the case may be, fulfill and comply with the indemnification and other obligations set forth in this Section 5.13. 6.11. (e) The Surviving Corporation terms and provisions of this Section 6.11 are intended to be in addition to the rights otherwise available to the Company Indemnitees by applicable Law, charter, limited liability company operating agreement, bylaw or agreement, and shall obtain operate for the benefit of, and maintain in effect for not less than five years after the Effective Timeshall be enforceable by, the current policies Company Indemnitees and their respective heirs and representatives, each of directors' and officers' liability insurance and fiduciary liability insurance maintained by the Company and the Company's subsidiaries with respect to matters occurring at or prior to the Effective Time (including, without limitation, the transactions contemplated by whom is an intended third party beneficiary of this Agreement), provided, that Parent may, with no lapse in coverage, substitute therefore policies of substantially the same coverage containing terms and conditions which are no less advantageous, in any material respect, to the Company's present or former directors, officers, employees, agents or other individuals otherwise covered by such insurance policies prior to the Effective Time (the "Indemnified Parties"). ThisSection 6.11.

Indemnification; Directors’ and Officers’ Insurance. Subject to the occurrence of the Effective Time, the Surviving Corporation (a) Parent shall cause its Articles of Incorporation all rights to indemnification and Bylaws to contain the indemnification provisions set forth in the Articles of Incorporation and Bylaws of the Company on the date of this Agreement, which provisions thereafter shall not be amended, repealed or otherwise modified after the Effective Time in any manner that could reasonably be expected to adversely affect the rights thereunder of individuals who at any time prior to the Effective Time were directors, officers or employees of the Company in respect of actions exculpation from liabilities for acts or omissions occurring at or prior to the Effective Time (including, without limitationbut not limited to, any acts or omissions in connection with this Agreement and the consummation of the transactions contemplated by this Agreementhereby) now existing in favor of any current and former officers, directors and employees of the Company or any of its Subsidiaries, and any Person prior to the Effective Time serving at the request of any such party as a director, officer, employee fiduciary or agent of another corporation, partnership, trust or other enterprise, as provided in the respective certificates or articles of incorporation or bylaws (or comparable organizational documents) of the Company or any of its Subsidiaries (the “Indemnified Persons”), to survive the Merger and shall continue in full force and effect in accordance with their terms for a period of six years after the Effective Time. Parent shall provide, or shall cause the Surviving Corporation to comply provide, for an aggregate period of not less than six years from the Effective Time, the Indemnified Persons an insurance policy that provides coverage for events occurring at or prior to the Effective Time (including, but not limited to, any acts or omissions in connection with this Agreement and the consummation of the transactions contemplated hereby) (the “D&O Insurance”) on the same terms of as the Company’s existing policy or, if such insurance coverage is unavailable, coverage that is on terms no less favorable to such directors and maintain in existence any current indemnification agreements between the Company and any of its directors or officers. In the event ; provided, however, that neither Parent nor the Surviving Corporation shall be required to pay an annual premium for the D&O Insurance in excess of 200% of the last annual premium that the Company paid prior to the date of this Agreement. In lieu of Parent causing the Surviving Corporation to maintain the policies as described above, Parent may elect to cause the Company to purchase immediately prior to the Effective Time a six-year “tail” pre-paid policy on terms and conditions not materially less favorable than the current directors’ and officers’ liability insurance policies (but not, in any event, to exceed in cost the present value of the aggregate amount required to be paid for the D&O Insurance pursuant to the proviso in the immediately preceding sentence), such policy to be effective as of the Effective Time. (b) The provisions of this Section 5.6 shall survive the consummation of the Merger 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 set forth in this Section 5.6 are asserted or made within such six-year period, all rights to indemnification in respect of any such claim or claims shall continue until disposition of any and all such claims. If Parent and/or Surviving Corporation, or any of its their respective successors or assigns assigns, (ai) consolidates with or merges into any other Person and the Surviving Corporation shall not be the continuing or surviving corporation or entity of such consolidation or merger Person, or (bii) transfers or conveys all or substantially all of its properties and their businesses or assets to any other Person, then, and in each such case, to the extent necessary, a proper provision shall be made so that the successors and assigns of Parent and/or Surviving Corporation, as the Surviving Corporation case may be, shall assume the obligations of Parent and Surviving Corporation set forth in this Section 5.13. The Surviving Corporation shall obtain and maintain in effect for not less than five years after the Effective Time, the current policies of directors' and officers' liability insurance and fiduciary liability insurance maintained by the Company and the Company's subsidiaries with respect to matters occurring at or prior to the Effective Time (including, without limitation, the transactions contemplated by this Agreement), provided, that Parent may, with no lapse in coverage, substitute therefore policies of substantially the same coverage containing terms and conditions which are no less advantageous, in any material respect, to the Company's present or former directors, officers, employees, agents or other individuals otherwise covered by such insurance policies prior to the Effective Time (the "Indemnified Parties"). This5.6.

Indemnification; Directors’ and Officers’ Insurance. Subject to (a) From and after the occurrence Effective Time until the sixth anniversary of the Effective Time, Parent shall indemnify, advance expenses to, and hold harmless the present and former officers and directors of the Company and its Subsidiaries (each, an “Indemnified Party”), in each case to the fullest extent permitted by law, in respect of acts or omissions occurring or alleged to have occurred prior to or after the Effective Time. From and after the Effective Time, Parent shall cause the certificate of incorporation and by-laws of the Surviving Corporation shall cause its Articles of Incorporation and Bylaws to contain provisions substantially similar in terms to the rights granted in the provisions with respect to indemnification provisions and insurance set forth in the Articles Company Certificate of Incorporation and Bylaws of the Company By-laws in effect on the date of this Agreementhereof, which provisions thereafter shall not be amended, repealed or otherwise modified after the Effective Time amended in any manner that could reasonably be expected to would materially and adversely affect the rights thereunder of individuals who at any time the Company’s employees, agents, directors or officers for acts or omissions occurring on or prior to the Effective Time were directorsTime, officers except if such amendment is required by applicable law. Any determination required to be made with respect to whether an officer’s or employees of director’s conduct complies with the standards set forth in the Company in Certificate of Incorporation or the Company By-laws shall be made by independent counsel selected by Parent and reasonably acceptable to such officer or director. Parent shall pay such reasonable counsel’s fees and expenses. With respect of actions to acts or omissions occurring at on or prior to the Effective Time, the Company may, in its sole discretion, on or prior to the Effective Time (includingafter consultation with Parent) purchase (and if it does not, without limitation, at or after the transactions contemplated by this Agreement). Effective Time Parent shall purchase or cause the Surviving Corporation to comply purchase) a tail, run-off or similar director’s and officer’s liability insurance coverage policy for a period of six (6) years, with the terms same or substantially similar coverages as are currently in effect for the Company, at no cost to the beneficiaries thereof; provided that the total premiums to be paid for such policy shall not exceed $150,000 annually (and if the total premium of and maintain in existence any current indemnification agreements between such insurance coverage exceeds such amount, the Company, Parent or the Surviving Corporation shall obtain a tail policy with the greatest coverage available for a cost not exceeding such amount). If the Company does purchase such a tail, run-off or similar director’s and any of its directors or officers. officer’s liability insurance coverage policy prior to the Effective Time in compliance with this Section 5.7, Parent and the Surviving Corporation shall maintain such policy as purchased by the Company in full force and effect and continue to honor their respective obligations thereunder. (b) In the event the Surviving Corporation or any of its successors or assigns (ai) consolidates with or merges into any other Person and the Surviving Corporation shall not be the continuing or surviving corporation or entity of such consolidation or merger or (bii) transfers all or substantially all of its properties and assets to any Person, then, and in each such case, proper provision provisions shall be made so that the successors and assigns of the Surviving Corporation shall assume the its obligations set forth in this Section 5.13. The Surviving Corporation shall obtain and maintain in effect for not less than five years after the Effective Time, the current policies of directors' and officers' liability insurance and fiduciary liability insurance maintained by the Company and the Company's subsidiaries with respect to matters occurring at or prior to the Effective Time (including, without limitation, the transactions contemplated by this Agreement), provided, that Parent may, with no lapse in coverage, substitute therefore policies of substantially the same coverage containing terms and conditions which are no less advantageous, in any material respect, to the Company's present or former directors, officers, employees, agents or other individuals otherwise covered by such insurance policies prior to the Effective Time (the "Indemnified Parties"). This5.7.

Indemnification; Directors’ and Officers’ Insurance. Subject (a) Buyer agrees that all rights to the occurrence indemnification, exculpation and advancement of the Effective Time, the Surviving Corporation shall cause its Articles expenses existing as of Incorporation and Bylaws to contain the indemnification provisions set forth in the Articles of Incorporation and Bylaws of the Company on the date of this AgreementAgreement in favor of the directors, which officers, employees, fiduciaries, trustees and agents of each Group Company, as provided in the Group Companies’ Governing Documents or set forth on Schedule 6.5 with respect to any matters occurring prior to the Closing Date, shall survive the transactions contemplated by this Agreement and shall continue in full force and effect and that Buyer shall cause the Group Companies (on their own or on Seller’s behalf) to perform and discharge the Group Companies’ obligations to provide such indemnification, exculpation and advancement of expenses. To the maximum extent permitted by applicable Law, such indemnification shall be mandatory rather than permissive, and Buyer shall cause the Group Companies to advance expenses in connection with such indemnification as provided in the applicable Group Company’s Governing Documents or other applicable agreements. The indemnification, liability limitation, exculpation or advancement of expenses provisions thereafter of the Group Companies’ Governing Documents shall not be amended, repealed or otherwise modified after the Effective Time Closing Date in any manner that could reasonably be expected to would adversely affect the rights thereunder of individuals who who, as of the Closing Date or at any time prior to the Effective Time Closing Date, were directors, officers officers, employees, fiduciaries, trustees or employees agents of Seller or any Group Company, unless such modification is required by applicable Law. (b) The Group Companies may purchase, prior to the Closing, at Buyer’s cost and expense, a “tail” policy providing employee practices, fiduciaries’, trustees’, directors’ and officers’ liability insurance coverage for a period of six years after the Closing Date for the benefit of those Persons who are covered by any Group Company’s employee practices, fiduciaries’, trustees’, directors’ and officers’ liability insurance policies as of the Company in date hereof or at the Closing, with respect of actions or omissions to matters occurring at prior to the Closing; provided, that if the Group Companies do not purchase any such policy on or prior to the Effective Time (includingClosing Date, without limitation, the transactions contemplated by this Agreement). Parent Buyer shall cause the Surviving Corporation Group Companies to comply with the terms of purchase and maintain in existence effect, beginning on the Closing and for a period of six years thereafter, without any lapses in coverage, a policy providing employee practices, fiduciaries’, trustees’, directors’ and officers’ liability insurance coverage for the benefit of those Persons who are covered by any Group Company’s employee practices, fiduciaries’, trustees’, directors’ and officers’ liability insurance policies as of the date hereof or at the Closing. Such a policy shall provide coverage that is at least equal to the coverage provided under Seller’s or the Group Companies’ current indemnification agreements between employee practices, fiduciaries’, trustees’, directors’ and officers’ liability insurance policies; provided that the Group Companies may substitute therefor policies of at least the same coverage containing terms and conditions which are no less advantageous to the beneficiaries thereof so long as such substitution does not result in gaps or lapses in coverage with respect to matters occurring prior to the Closing Date. (c) Buyer agrees, and will cause the Group Companies, not to take any action that would have the effect of limiting the aggregate amount of insurance coverage required to be maintained for the individuals referred to in this Section 6.5. If Buyer, any Group Company and any of its directors or officers. In the event the Surviving Corporation or any of its their respective successors or assigns (ai) consolidates shall merge or consolidate with or merges merge into any other Person corporation or entity and the Surviving Corporation shall not be the surviving or continuing or surviving corporation or entity of such consolidation or merger or (bii) transfers shall transfer all or substantially all of its their respective properties and assets as an entity in one or a series of related transactions to any Personindividual, thencorporation or other entity, and then in each such case, proper provision shall be made so that to provide for the successors and or assigns of the Surviving Corporation Buyer or such Group Company shall assume all of the obligations set forth in this Section 5.13. 6.5; provided that neither Buyer nor such Group Company shall be relieved from such obligation. (d) The Surviving Corporation shall obtain and maintain in effect for not less than five years after the Effective Time, the current policies of directors' and officers' liability insurance and fiduciary liability insurance maintained by the Company and the Company's subsidiaries with respect to matters occurring at or prior to the Effective Time (including, without limitation, the transactions contemplated by this Agreement), provided, that Parent may, with no lapse in coverage, substitute therefore policies of substantially the same coverage containing terms and conditions which are no less advantageous, in any material respect, to the Company's present or former directors, officers, employees, fiduciaries, trustees and agents or other individuals otherwise covered by such insurance policies prior of Seller and each Group Company entitled to the Effective Time (the "Indemnified Parties"). Thisindemnification, liability limitation, exculpation and insurance set forth in this Section 6.5 are intended to be third party beneficiaries of this

Indemnification; Directors’ and Officers’ Insurance. Subject The Company shall, consistent with the terms below, indemnify the Executive for all costs, charges, damages, or expenses incurred or sustained by the Executive in connection with any demand, action, suit, or proceeding (“Claims”) to which the Executive may be made a party by reason of the Executive being or having been an officer, director, or employee of the Company, or any of their affiliates, to the occurrence maximum extent permitted by New York law. The Executive’s right to indemnification from the Company pursuant to the preceding sentence does not apply, however, to any Claim (other than a derivative Claim) brought by the Company, against the Executive, or by the Executive against the Company, (excluding any Claim brought in defense of an indemnifiable Claim or to enforce any right to indemnification as contemplated in the previous sentence.). For the avoidance of doubt, nothing in this Section 4(d) shall limit any right to indemnity the Executive may have under (x) the organizational documents or By-Laws of any of the Effective TimeCompany. The Executive shall notify the Company within five (5) business days of any Claim, and the Company shall be entitled to assume the defense with counsel selected by the Company; provided, however, that the Executive shall have the right to employ counsel to represent him (at the Company’s expense) if Company counsel would have a conflict of interest (as determined by Company counsel) in representing both the Company and the Executive. The Company agrees to advance fees and expenses reasonably incurred by the Executive in connection with any Claim if it has chosen not to assume the defense of that Claim or if the Executive retains separate counsel because the Company’s counsel has determined there is a conflict of interest. The Executive agrees to cooperate with the Company’s efforts to obtain insurance coverage, or to get indemnified or recovery from another source, for any costs, charges, damages, or expenses incurred in the Executive’s defense. During the Term, the Surviving Corporation Executive shall cause be entitled to be covered by the directors and officers insurance coverage that the Company maintains for other current or former officers, directors, and/or trustees of the Company for his acts and omissions while serving as an officer of the Company. This insurance coverage shall be provided on a basis no less favorable to the Executive than the coverage provided generally to the other current or former officers, directors, and/or trustees of the Company. Additionally, after any termination of the Executive’s employment by the Company or the Executive for any or no reason, for a period through the sixth anniversary of the termination of employment, to the extent that the Company elects to maintain directors and officers insurance coverage for its Articles of Incorporation and Bylaws to contain then-current officers, directors, or trustees, the indemnification provisions set forth in the Articles of Incorporation and Bylaws Executive shall be covered under such coverage for his acts or omissions while an officer, director, or trustee of the Company on the date of this Agreement, which provisions thereafter shall not be amended, repealed or otherwise modified after the Effective Time in any manner that could reasonably be expected to adversely affect the rights thereunder of individuals who at any time prior a basis no less favorable to the Effective Time were Executive than the coverage generally provided to then-current officers, directors, officers or employees of and/or trustees. Upon written request from the Company in respect of actions or omissions occurring at or prior to the Effective Time (including, without limitation, the transactions contemplated by this Agreement). Parent shall cause the Surviving Corporation to comply with the terms of and maintain in existence any current indemnification agreements between the Company and any of its directors or officers. In the event the Surviving Corporation or any of its successors or assigns (a) consolidates with or merges into any other Person and the Surviving Corporation shall not be the continuing or surviving corporation or entity of such consolidation or merger or (b) 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 the Surviving Corporation shall assume the obligations set forth in this Section 5.13. The Surviving Corporation shall obtain and maintain in effect for not less than five years after the Effective Time, the current policies of directors' and officers' liability insurance and fiduciary liability insurance maintained by the Company and the Company's subsidiaries with respect to matters occurring at or prior to the Effective Time (including, without limitation, the transactions contemplated by this Agreement), provided, that Parent may, with no lapse in coverage, substitute therefore policies of substantially the same coverage containing terms and conditions which are no less advantageous, in any material respect, Executive to the Company's present or former directors, officers, employees, agents or other individuals otherwise covered by such insurance policies prior the Company will provide the Executive with notice of any changes to the Effective Time Company’s directors and officers insurance policies. The obligations of this clause (the "Indemnified Parties"). Thisi) shall survive termination of employment and/or this Agreement for any or no reason.

Indemnification; Directors’ and Officers’ Insurance. Subject to the occurrence of (a) From and after the Effective Time, Parent shall, and shall cause the Acquired Companies, and the Surviving Corporation shall cause its Articles Company to, fulfill and honor in all respects the obligations of Incorporation the Company and Bylaws the Acquired Companies pursuant to contain (i) each indemnification agreement in effect between the indemnification provisions Company and any Acquired Company, on the one hand, and any Indemnified Party, on the other hand and (ii) any indemnification, exculpation from liability or advancement of expenses provision set forth in the Articles of Incorporation and Bylaws Organizational Documents of the Company and the Acquired Companies, in each case as in effect on the date hereof, including in respect of this Agreementany Legal Proceeding that arises directly or indirectly out of or pertains directly or indirectly to (A) any action or omission or alleged action or omission in such Indemnified Party’s capacity as a director, which officer, employee or agent of the Company or any Acquired Company (regardless of whether such action or omission or alleged action or omission, occurred prior to, at or after the Effective Time) or (B) any of the Transactions. The Organizational Documents of the Surviving Company shall contain the provisions thereafter with respect to indemnification, exculpation from liability and advancement of expenses set forth in the Company’s and the Acquired Companies’ Organizational Documents on the date hereof and, from and after the Effective Time, such provisions shall not be amended, repealed or otherwise modified after the Effective Time in any manner that could reasonably be expected to adversely affect the rights thereunder of individuals who at any time Indemnified Party. (b) The Company shall put in place and fully prepay immediately prior to the Effective Time, “tail” insurance policies with a claims reporting period of at least six years from the Effective Time were from insurance carriers with the same or better credit rating as the Company’s current insurance carriers with respect to directors’ and officers’ liability insurance in an amount and scope at least as favorable as the Company’s existing policies with respect to matters, officers or employees of the Company in respect of actions acts or omissions existing or occurring at or prior to the Effective Time (including, without limitation, the transactions contemplated by this Agreement)Time. Parent shall and shall cause the Acquired Companies, and the Surviving Corporation Company to, cause any such tail policies to comply with the terms of be maintained in full force and maintain in existence any current indemnification agreements between the Company effect, for their full term, and any of its directors or officers. cause all obligations thereunder to be honored. (c) In the event the Parent, any Acquired Company or the Surviving Corporation Company or any of its their respective successors or assigns (ai) consolidates with or merges into any other Person and the Surviving Corporation shall not be the continuing or surviving corporation Surviving Company or entity Entity of such consolidation or merger or (bii) transfers all or substantially all of its properties and assets to any Person, then, and in each such case, proper provision Parent shall be made so ensure that the successors and assigns of the Parent, Company or the Surviving Corporation Company, or at Parent’s option, Parent, shall assume the obligations set forth in this Section 5.136.8. (d) Parent, the Acquired Companies and the Surviving Company jointly and severally agree to pay or advance, upon written request of an Indemnified Party, all costs, fees and expenses, including attorneys’ fees, that may be incurred by the Indemnified Parties in enforcing their indemnity rights and other rights provided in this Section 6.8. (e) The rights of each Indemnified Party under this Section 6.8 shall be in addition to, and not in limitation of, any other rights such Indemnified Party may have under the Organizational Documents of the Company or the Surviving Company, under any other indemnification arrangement, under the MGCL or otherwise. The This Section 6.8 shall survive the Effective Time and shall also survive consummation of the Mergers and the Effective Time. This Section 6.8 is intended to benefit, and may be enforced by, the Indemnified Parties and their respective heirs, representatives, successors and assigns, and shall be binding on all successors and assigns of Parent, the Acquired Companies and the Surviving Corporation shall obtain and maintain in effect for Company. This Section 6.8 may not less than five years be amended, altered or repealed after the Effective TimeTime without the prior written consent of the affected Indemnified Party. (f) For purposes of this Agreement, the current policies each individual who is or was an officer or director of directors' and officers' liability insurance and fiduciary liability insurance maintained by the Company and the Company's subsidiaries with respect to matters occurring or any Acquired Company at or any time prior to the Effective Time (including, without limitation, the transactions contemplated by this Agreement), provided, that Parent may, with no lapse in coverage, substitute therefore policies of substantially the same coverage containing terms and conditions which are no less advantageous, in any material respect, shall be deemed to the Company's present or former directors, officers, employees, agents or other individuals otherwise covered by such insurance policies prior to the Effective Time (the "be an “Indemnified Parties"). ThisParty.”

Indemnification; Directors’ and Officers’ Insurance. Subject The Company shall (a) during the Employment Period and thereafter without limitation of time, indemnify and advance expenses to the occurrence Employee to the fullest extent permitted by the laws of the Effective TimeState of Nevada from time to time in effect and (b) during the Employment Period, acquire and maintain directors and officers liability insurance covering the Surviving Corporation shall cause its Articles of Incorporation Employee (and Bylaws to contain the indemnification provisions set forth in extent the Articles of Incorporation Company desires, other directors and Bylaws officers of the Company on and its affiliated companies) to the date extent it is available at commercially reasonable rates as determined by the Board; provided, however, that in no event shall the Employee be entitled to indemnification or advancement of expenses under this Agreementparagraph 21 with respect to any proceeding, which provisions thereafter or matter therein, brought or made by the Employee against the Company other than one initiated by the Employee to enforce the Employee's advancement of expenses as provided in this paragraph 21, and shall not be amended, repealed or otherwise modified after deemed exclusive of any other rights to which the Effective Time in any manner that could reasonably be expected to adversely affect the rights thereunder of individuals who Employee may at any time prior to be entitled under applicable law, the Effective Time were directors, officers certificate of incorporation or employees bylaws of the Company Company, any agreement, a vote of stockholders, a resolution of the Board, or otherwise. The provisions of this paragraph 21 shall continue in respect effect notwithstanding termination of actions or omissions occurring at or prior to the Effective Time (Employee's employment hereunder for any reason, including, without limitation, the transactions contemplated Employee's voluntary termination. In furtherance thereof, and not by way of limitation, the Company shall reimburse the Employee for all reasonable legal fees and expenses incurred by the Employee in connection with the Employee's obtaining and enforcing any right or benefit provided by this Agreement). Parent shall cause the Surviving Corporation to comply with the terms of and maintain in existence any current indemnification agreements between the Company and any of its directors or officers. In the event the Surviving Corporation or any of its successors or assigns (a) consolidates with or merges into any other Person and the Surviving Corporation shall not be the continuing or surviving corporation or entity The reimbursement of such consolidation or merger or (b) transfers all or substantially all of its properties legal fees and assets to any Person, then, and in each such case, proper provision expenses shall be made so that within 30 days after the successors and assigns Employee's request for payment accompanied by evidence of the Surviving Corporation shall assume the obligations set forth in this Section 5.13fees and expenses incurred. The Surviving Corporation shall obtain and maintain in effect for not less than five For a period of 10 years after the Effective Timetermination, for any reason, of the Employee's employment with the Company, the current policies Company shall indemnify, hold harmless and defend the Employee, to the fullest extent permitted by applicable law, from and against any loss, cost or expense related to or arising out of directors' and officers' liability insurance and fiduciary liability insurance maintained by the Company and the Company's subsidiaries any action or claim with respect to matters occurring at (i) the Company or prior to its affiliated companies or (ii) any action taken or omitted by the Effective Time Employee (includingINCLUDING, without limitationBUT NOT LIMITED TO, MATTERS THAT CONSTITUTE NEGLIGENCE OF THE EMPLOYEE) for or on behalf of the transactions contemplated by this Agreement)Company or its affiliated companies, provided, that Parent may, with no lapse in coverage, substitute therefore policies of substantially the same coverage containing terms and conditions which are no less advantageouswhether, in any material respecteither case, to such action or claim, or the Company's present facts and circumstances giving rise thereto, occurred or former directors, officers, employees, agents accrued before or other individuals otherwise covered by after such insurance policies prior to the Effective Time (the "Indemnified Parties"). Thistermination of employment.

Indemnification; Directors’ and Officers’ Insurance. Subject (a) Buyer agrees that all rights to indemnification or exculpation now existing in favor of the directors, officers, employees and agents of Seller and each Group Company, as provided in Seller’s or such Group Company’s Governing Documents or otherwise in effect as of the date hereof with respect to any matters occurring prior to the occurrence Closing Date, shall survive the transactions contemplated by this Agreement and shall continue in full force and effect and that the Group Companies on their own or on Seller’s behalf, will perform and discharge Seller’s and the Group Companies’ obligations to provide such indemnity and exculpation. To the maximum extent permitted by applicable Law, such indemnification shall be mandatory rather than permissive, and the Company shall advance expenses in connection with such indemnification as provided in Seller’s or such Group Company’s Governing Documents or other applicable agreements. The indemnification and liability limitation or exculpation provisions of the Effective Time, the Surviving Corporation shall cause its Articles of Incorporation and Bylaws to contain the indemnification provisions set forth in the Articles of Incorporation and Bylaws of the Company on the date of this Agreement, which provisions thereafter Group Companies’ Governing Documents shall not be amended, repealed or otherwise modified after the Effective Time Closing Date in any manner that could reasonably be expected to would adversely affect the rights thereunder of individuals who who, as of the Closing Date or at any time prior to the Effective Time Closing Date, were directors, officers officers, employees or employees agents of Seller or any Group Company, unless such modification is required by applicable Law. (b) Contemporaneously with the Company in respect of actions or omissions occurring Closing, Seller, at or prior to the Effective Time (includingBuyer’s sole expense, without limitation, the transactions contemplated by this Agreement). Parent shall cause the Surviving Corporation to comply with Company to, and the terms of Company shall, purchase and maintain in existence effect, beginning on the Closing and for a period of six (6) years thereafter, without any current indemnification agreements between lapses in coverage, a “tail” policy providing directors’ and officers’ liability insurance coverage for the Company and any benefit of its directors or officers. In the event the Surviving Corporation those Persons who are covered by Seller’s or any of its successors or assigns (a) consolidates with or merges into any other Person Group Company’s directors’ and the Surviving Corporation shall not be the continuing or surviving corporation or entity of such consolidation or merger or (b) 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 officers’ liability insurance policies as of the Surviving Corporation shall assume date hereof or at the obligations set forth in this Section 5.13. The Surviving Corporation shall obtain and maintain in effect Closing, for not less than five a period of six (6) years after following the Effective Time, the current policies of directors' and officers' liability insurance and fiduciary liability insurance maintained by the Company and the Company's subsidiaries Closing Date with respect to matters occurring at or prior to the Effective Time (including, without limitation, Closing that is at least equal to the transactions contemplated by this Agreement), provided, coverage provided under Seller’s or the Group Companies’ current directors’ and officers’ liability insurance policies; provided that Parent may, with no lapse in coverage, the Company may substitute therefore therefor policies of substantially at least the same coverage containing terms and conditions which are no less advantageousadvantageous to the beneficiaries thereof so long as such substitution does not result in gaps or lapses in coverage with respect to matters occurring prior to the Closing Date; provided further that, in any material respectsatisfying its obligations under this Section, the Company shall not be obligated to pay premiums in excess of 300% of the amount per annum the Company paid in its last full fiscal year, which amount the Company has disclosed to Buyer prior to the Company's present or former date hereof, but nonetheless shall be obligated to maintain the maximum amount of liability insurance coverage available for such limit. (c) The directors, officers, employees, employees and agents or other individuals otherwise covered by such insurance policies prior of Seller and each Group Company entitled to the Effective Time (indemnification, liability limitation, exculpation and insurance set forth in this Section 6.6 are intended to be third party beneficiaries of this Section 6.6. This Section 6.6 shall survive the "Indemnified Parties"). Thisconsummation of the transactions contemplated by this Agreement and shall be binding on all successors and assigns of Buyer and the Company.

Indemnification; Directors’ and Officers’ Insurance. Subject (a) Parent agrees that all rights to the occurrence of the Effective Time, the Surviving Corporation shall cause its Articles of Incorporation exculpation and Bylaws to contain the indemnification provisions set forth in the Articles of Incorporation and Bylaws of the Company on the date of this Agreement, which provisions thereafter shall not be amended, repealed for acts or otherwise modified after the Effective Time in any manner that could reasonably be expected to adversely affect the rights thereunder of individuals who at any time omissions occurring prior to the Effective Time were directors, now existing in favor of the current or former directors or officers or employees (the "Indemnified Parties") of the Company as provided in respect its certificate of actions incorporation or omissions occurring at bylaws or prior to the Effective Time (including, without limitation, the transactions contemplated by this Agreement). Parent shall cause the Surviving Corporation to comply with the terms of and maintain in existence any current indemnification agreements agreement between the Company and any of its directors or officers. In the event Indemnified Parties shall survive the Surviving Corporation or any Merger and shall continue in full force and effect in accordance with their terms for a period of its successors or assigns (a) consolidates with or merges into any other Person six years following the Effective Time, and accordingly during such period, the Surviving Corporation shall not be indemnify the continuing or surviving corporation or entity of Indemnified Parties to the same extent as such consolidation or merger or Indemnified Parties are entitled to indemnification pursuant to the preceding sentence. (b) transfers all or substantially all For a period of its properties and assets to any Person, then, and in each such case, proper provision shall be made so that the successors and assigns of the Surviving Corporation shall assume the obligations set forth in this Section 5.13. The Surviving Corporation shall obtain and maintain in effect for not less than five six (6) years after the Effective Time, Parent shall cause to be maintained in effect the current policies of directors' and officers' liability insurance and fiduciary liability insurance maintained by the Company and for the Company's subsidiaries benefit of those persons who are covered by such policies at the Effective Time (or Parent may substitute therefor policies of at least the same coverage with respect to matters occurring at or prior to the Effective Time (including, without limitation, the transactions contemplated by this AgreementTime), provided, that Parent may, with no lapse in coverage, substitute therefore policies of substantially the same coverage containing terms and conditions which are no less advantageous, in any material respect, to the Company's present extent that such liability insurance can be maintained annually at a cost to Parent not greater than 150 percent of the annual premium (the "Current Premium") for the current Company directors' and officers' liability insurance; provided, however, that if such insurance cannot be so maintained or former directorsobtained at such costs, officersParent shall maintain or obtain as much of such insurance as can be so maintained or obtained at a cost equal to 150 percent of the current annual premiums of the Company for such insurance. The Company represents and warrants to Parent that the Current Premium is approximately $140,000 per annum. (c) To the fullest extent permitted by Law, from and after the Effective Time, all rights to indemnification now existing in favor of the employees, agents agents, directors or other individuals otherwise covered by officers of the Company and its subsidiaries with respect to their activities as such insurance policies prior to the Effective Time Time, as provided in the Company's certificate of incorporation or bylaws, in effect on the date thereof or otherwise in effect on the date hereof, shall survive the Merger and shall continue in full force and effect for a period of not less than six years from the Effective Time. (the "d) The rights of each Indemnified Parties"). ThisParty under this Section 5.12 are intended to benefit, and shall be enforceable by, each Indemnified Party.

Indemnification; Directors’ and Officers’ Insurance. Subject to the occurrence of (a) After the Effective Time, Parent shall, and shall cause the Surviving Corporation to, indemnify and hold harmless the individuals who on or prior to the Effective Time were officers or directors of the Company or its Subsidiaries or were serving at the request of the Company as an officer or director of any other corporation, partnership or joint venture, trust, employee benefit plan or other enterprise with respect to all acts or omissions by them in their capacities as such or taken at the request of the Company or any of its Subsidiaries at any time prior to the Effective Time to the fullest extent that the Company or the Subsidiary for which they were acting in such capacity would have been permitted to indemnify and hold harmless such individuals by applicable Law (including with respect to advancement of expenses). (b) Parent and Merger Sub agree that all rights to advancement of expenses, exculpation or indemnification for acts or omissions occurring prior to the Effective Time existing as of the date of this Agreement in favor of the current and former directors and officers of the Company or any of its Subsidiaries or any of their predecessors and the heirs, executors, trustees, fiduciaries and administrators of such officer or director (each, a “D&O Indemnitee”), as provided in the Company’s or each of its Subsidiaries’ respective certificate of incorporation or bylaws (or comparable organizational or governing documents) or in any agreement, shall survive the Merger and the transactions contemplated by this Agreement and the Voting Agreement and shall continue in full force and effect in accordance with their terms. After the Effective Time, Parent and the Surviving Corporation shall (and Parent shall cause the Surviving Corporation to) fulfill and honor such obligations to the maximum extent that the Company or applicable Subsidiary would have been permitted to fulfill and honor them by applicable Law. In addition, for a period of six years following the Effective Time, Parent shall, and shall cause the Surviving Corporation and its Articles Subsidiaries to, cause the certificate of Incorporation incorporation and Bylaws bylaws (and other similar organizational documents) of the Surviving Corporation and its Subsidiaries to contain provisions with respect to advancement of expenses, indemnification and exculpation that are at least as favorable as the indemnification and exculpation provisions set forth contained in the Articles certificate of Incorporation incorporation and Bylaws bylaws (or other similar organizational documents) of the Company on and its Subsidiaries immediately prior to the date of this AgreementEffective Time, which and during such six-year period, such provisions thereafter shall not be amended, repealed or otherwise modified in any respect, except as required by applicable Law. (c) Prior to the Effective Time, the Company shall and, if the Company is unable to, Parent shall cause the Surviving Corporation as of the Effective Time to, obtain and fully pay the premium for “tail” insurance policies for the extension of (i) the directors’ and officers’ liability coverage of the Company’s existing directors’ and officers’ insurance policies and (ii) the Company’s existing fiduciary liability insurance policies, in each case providing for a claims reporting or discovery period of six years from and after the Effective Time in any manner that could reasonably be expected to adversely affect (the rights thereunder of individuals who at any time prior to “Tail Period”) from one or more insurance carriers with the Effective Time were directors, officers same or employees better credit rating as the Company’s insurance carrier as of the Company in date of this Agreement with respect to directors’ and officers’ liability insurance policies and fiduciary liability insurance policies (collectively, “D&O Insurance”), for the persons who are covered by the Company’s existing D&O Insurance as of actions the date of this Agreement, with terms, conditions, retentions and levels of coverage that are at least as favorable to such insured individuals as the Company’s existing D&O Insurance with respect to matters existing or omissions occurring at or prior to the Effective Time (including, without limitationincluding in connection with this Agreement, the Voting Agreement or the transactions or actions contemplated hereby or thereby); provided, however, that the Company shall not pay, and the Surviving Corporation shall not be required to pay (and the Parent shall not be required to cause the Surviving Corporation to pay), as the case may be, for such Tail Period aggregate one-time premium costs in excess of the amount set forth in Section 6.11(c) of the Company Disclosure Schedule (the “Premium Cap”). If the Company and the Surviving Corporation for any reason fail to obtain such “tail” insurance policies as of the Effective Time, the Surviving Corporation shall, and Parent shall cause the Surviving Corporation to, continue to maintain in effect for the persons who are covered by the Company’s D&O Insurance existing as of the date of this Agreement for the Tail Period such D&O Insurance with terms, conditions, retentions and levels of coverage that are at least as favorable to the insureds as provided in the Company’s existing policies as of the date of this Agreement). , or the Surviving Corporation shall, and Parent shall cause the Surviving Corporation to, purchase comparable D&O Insurance for the persons who are covered by the Company’s existing D&O Insurance for the Tail Period with terms, conditions, retentions and levels of coverage that are at least as favorable to the insureds as provided in the Company’s existing policies as of the date of this Agreement; provided, however, that the Surviving Corporation shall be not be required to pay (and the Parent shall not be required to cause the Surviving Corporation to pay) for such Tail Period aggregate one-time premium costs in excess of the Premium Cap and if the cost of such insurance coverage exceeds such amount, the Surviving Corporation shall obtain (and the Parent shall cause the Surviving Corporation to comply obtain) a policy with the terms greatest coverage available for a cost not exceeding such amount. (d) The provisions of this Section 6.11 shall survive the Closing and maintain are intended to be for the benefit of, and enforceable by, each D&O Indemnitee, and nothing in existence this Agreement or the Voting Agreement shall affect any current indemnification agreements between rights that any such D&O Indemnitee may have under the certificate of incorporation or bylaws of the Company and or any of its directors Subsidiaries or officersany Contract or applicable Law. Notwithstanding anything in this Agreement to the contrary, the obligations under this Section 6.11 shall not be terminated or modified in such a manner as to adversely affect any D&O Indemnitee without the consent of such D&O Indemnitee. (e) In the event that the Company, the Surviving Corporation or any of its their Subsidiaries (or any of their respective successors or assigns (aassigns) consolidates shall consolidate or merge with or merges into any other Person and the Surviving Corporation shall not be the continuing or surviving corporation or entity of in such consolidation or merger merger, or (b) transfers all or substantially all at least 50% of its properties and assets to any other Person, then, and then in each such case, case proper provision shall be made so that the continuing or surviving corporation or entity (or its successors and assigns or assigns, if applicable), or transferee of such assets, as the Surviving Corporation case may be, shall assume the obligations set forth in this Section 5.13. The Surviving Corporation shall obtain and maintain in effect for not less than five years after the Effective Time, the current policies of directors' and officers' liability insurance and fiduciary liability insurance maintained by the Company and the Company's subsidiaries with respect to matters occurring at or prior to the Effective Time (including, without limitation, the transactions contemplated by this Agreement), provided, that Parent may, with no lapse in coverage, substitute therefore policies of substantially the same coverage containing terms and conditions which are no less advantageous, in any material respect, to the Company's present or former directors, officers, employees, agents or other individuals otherwise covered by such insurance policies prior to the Effective Time (the "Indemnified Parties"). This6.11.

Indemnification; Directors’ and Officers’ Insurance. Subject to (a) The articles of incorporation and the occurrence bylaws of the Effective Time, the Surviving Corporation shall cause its contain the provisions with respect to indemnification and exculpation from liability set forth in the Company's Articles of Incorporation and Bylaws to contain the indemnification provisions set forth in the Articles of Incorporation and Bylaws of the Company ByLaws on the date of this Agreement, which provisions thereafter shall not be amended, repealed or otherwise modified after for a period of six years from the Effective Time in any manner that could reasonably be expected to would adversely affect the rights thereunder of individuals who at any time on or prior to the Effective Time were directors, officers officers, employees or employees agents of the Company in respect of actions or omissions occurring at or prior to (the Effective Time (including"Indemnified Parties"), without limitation, the transactions contemplated unless such modification is required by this Agreement). Parent shall cause the Surviving Corporation to comply with the terms of and maintain in existence any current indemnification agreements between the Company and any of its directors or officers. In the event the Surviving Corporation or any of its successors or assigns (a) consolidates with or merges into any other Person and the Surviving Corporation shall not be the continuing or surviving corporation or entity of such consolidation or merger or law. (b) transfers all or substantially all For a period of its properties and assets to any Person, then, and in each such case, proper provision shall be made so that the successors and assigns of the Surviving Corporation shall assume the obligations set forth in this Section 5.13. The Surviving Corporation shall obtain and maintain in effect for not less than five six years after from the Effective Time, the Surviving Corporation shall either (x) maintain in effect the Company's current policies of directors' and officers' liability insurance and fiduciary liability insurance maintained covering the Indemnified Parties; provided, -------- that in no event shall Surviving Corporation be required to expend in any one year an amount in excess of 125% of the annual premiums currently paid by the Company and for such insurance which the Company's subsidiaries with respect Company represents to matters occurring at or prior to be approximately $52,000 for the Effective Time (includingtwelve month period ending on November 4, without limitation2000; provided, -------- further that if the annual premiums of such insurance coverage exceed such ------- amount, the transactions contemplated by this Agreement), Surviving Corporation shall be obligated to obtain a policy with the greatest coverage available for a cost not exceeding such amount; provided, -------- further that Parent maythe Surviving Corporation may substitute for such Company policies, with no lapse in coverage, substitute therefore ------- policies of substantially providing at least the same coverage and containing terms and conditions which are no less advantageous, advantageous provided that said substitution does not result in any material respect, gaps or lapses in coverage with respect to the Company's present or former directors, officers, employees, agents or other individuals otherwise covered by such insurance policies matters occurring prior to the Effective Time or (y) cause the "Parent's directors' and officers' liability insurance then in effect to cover the Indemnified Parties"). ThisParties with respect to those matters covered by the Company's directors' and officers' liability policy.

Indemnification; Directors’ and Officers’ Insurance. Subject to the occurrence of (a) The Buyer shall maintain in effect for six years from the Effective Time, the Surviving Corporation current directors' and officers' liability insurance policy maintained by the Seller (provided that the Buyer may substitute therefor policies of at least the same coverage containing terms and conditions which are not less favorable than those in effect on the date hereof) with respect to matters occurring prior to the Effective Time; provided, however, that in no event shall cause its Articles the Buyer be required to expend more than $35,000 (the "Insurance Amount") to maintain or procure such insurance coverage pursuant to this Section 6.07 and further provided that if Buyer is unable to maintain or obtain the insurance called for by this Section 6.07, Buyer shall use commercially reasonable efforts to obtain as much comparable insurance as is available for the Insurance Amount. In connection with the foregoing, the Seller agrees to provide such insurer or substitute insurer with such representations as such insurer may request with respect to the reporting of Incorporation any prior claims. (b) For a period of ten years from the Effective Time, the Buyer shall indemnify the directors and Bylaws to contain the indemnification provisions set forth in the Articles of Incorporation and Bylaws officers of the Company on Seller and the Seller Bank to the same extent that such persons are entitled to indemnification by the Seller or the Seller Bank as of the date of this Agreement, which provisions thereafter . The indemnification by the Buyer provided for hereunder shall not be amended, repealed or otherwise modified after for a period of ten years from the Effective Time in any manner that could reasonably be expected to would affect adversely affect the rights thereunder of individuals who at any time prior to the Effective Time were directors, directors or officers or employees of the Company in respect Seller or the Seller Bank as of actions or omissions occurring at or prior to the Effective Time (including, without limitation, the transactions contemplated by date of this Agreement). Parent , unless such modification shall cause the Surviving Corporation to comply with the terms of and maintain in existence any current indemnification agreements between the Company and any of its directors or officersbe required by law. In the event that any claim is asserted or made by such director or officer within such ten year period, the Surviving Corporation right to indemnification in respect of such claim shall continue until the disposition of such claim. The provisions of this Section 6.07(b) are specifically for the benefit of those directors and officers entitled to indemnification by the Seller as of the date of this Agreement. (c) In the event Buyer or any of its successors or assigns (ai) consolidates with or merges into any other Person person or entity and the Surviving Corporation shall not be the continuing or surviving corporation or entity of such consolidation or merger merger, or (bii) transfers or conveys all or substantially all of its properties and assets to any Personperson or entity, 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 shall Buyer assume the obligations set forth in this Section 5.13. 6.07. (d) The Surviving Corporation provisions of this Section 6.07 are intended to be for the benefit of, and shall obtain be enforceable by, each Indemnified Party and maintain in effect for not less than five years after the Effective Time, the current policies of directors' and officers' liability insurance and fiduciary liability insurance maintained by the Company and the Company's subsidiaries with respect to matters occurring at his or prior to the Effective Time (including, without limitation, the transactions contemplated by this Agreement), provided, that Parent may, with no lapse in coverage, substitute therefore policies of substantially the same coverage containing terms and conditions which are no less advantageous, in any material respect, to the Company's present or former directors, officers, employees, agents or other individuals otherwise covered by such insurance policies prior to the Effective Time (the "Indemnified Parties"). Thisher representatives.

Indemnification; Directors’ and Officers’ Insurance. Subject (a) From and after the Effective Time, Parent and the Surviving Corporation, jointly and severally, shall indemnify and hold harmless each present and former director and officer appointed by the Company’s board of directors (or equivalent fiduciaries) of the Company or any of its Subsidiaries, determined as of the Effective Time (the “Indemnified Parties”), against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred by such individual in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of matters existing or occurring at or prior to the occurrence 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 articles of incorporation or by-laws in effect on the date of this Agreement to indemnify such individual (and Parent shall cause the Surviving Corporation to advance expenses as incurred to the fullest extent permitted under applicable Law; provided that the individual to whom expenses are advanced provides the undertaking required by applicable Law to repay such advances if it is ultimately determined that such individual is not entitled to indemnification). (b) For a period of no less than six years from the Effective Time, Parent shall cause the Surviving Corporation to, and the Surviving Corporation shall, contain in the articles of incorporation and by-laws of the Surviving Corporation, provisions no less favorable (individually and in the aggregate) with respect to exculpation, indemnification and advancement of expenses of directors, officers and employees of the Company and its Subsidiaries as the provisions of the Company’s and any of its Subsidiaries’ respective articles of incorporation, by-laws (or comparable organizational documents) in effect on the date hereof, except as may be required by applicable Law; provided, however, that all rights to exculpation, indemnification and advancement of expenses in respect of any Proceeding pending or asserted or any claim made within such period shall continue until the final disposition of such proceeding. (c) Prior to the Effective Time, the Company shall and, if the Company is unable to, Parent shall cause the Surviving Corporation as of the Effective Time to, obtain (and, in either case, Parent shall cause its Articles the Surviving Corporation to keep in effect thereafter) “tail” (A) directors’ and officers’ liability insurance policies with a claims period of Incorporation at least six (6) years from and Bylaws to contain the indemnification provisions set forth in the Articles of Incorporation and Bylaws of the Company on the date of this Agreement, which provisions thereafter shall not be amended, repealed or otherwise modified after the Effective Time in any manner that could reasonably be expected from an insurance carrier with the same or better credit rating as the Company’s current insurance carrier with respect to adversely affect directors’ and officers’ liability insurance and fiduciary liability insurance (collectively, “D&O Insurance”) with benefits and levels of coverage at least as favorable as the rights thereunder of individuals who at any time prior Company’s existing policies with respect to the Effective Time were directors, officers matters existing or employees of the Company in respect of actions or omissions occurring at or prior to the Effective Time (includingincluding in connection with this Agreement and the Transactions); provided, without limitationhowever, that in no event shall the Company expend for such insurance policies an aggregate amount in excess of 200% of the annual premium amount paid by the Company for the Company’s D&O Insurance during the most recently completed fiscal year prior to the date of this Agreement and (B) fiduciary insurance policies with a claims period of at least three (3) years from and after the Effective Time from an insurance carrier with the same or better credit rating as the Company’s current insurance carrier with respect to fiduciary liability insurance (collectively, “Fiduciary Insurance”) with benefits and levels of coverage at least as favorable as the Company’s existing policies with respect to matters existing or occurring at or prior to the Effective Time (including in connection with this Agreement and the Transactions); provided, however, that in no event shall the Company expend for such insurance policies an aggregate amount in excess of 500% of the annual premium amount paid by the Company for the Company’s Fiduciary Insurance during the most recently completed fiscal year prior to the date of this Agreement. If the Company and the Surviving Corporation for any reason fail to obtain such “tail” insurance policies as of the Effective Time, the transactions contemplated by this Agreement). Surviving Corporation shall, and Parent shall cause the Surviving Corporation to, continue to comply maintain in effect (A) for a period of at least six (6) years from and after the Effective Time the D&O Insurance in place as of the date of this Agreement with 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, and Parent shall cause the Surviving Corporation to, purchase comparable D&O Insurance for such six-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; provided, however, that in no event shall Parent or the Surviving Corporation be required to expend for such insurance policies an aggregate amount in excess of 200% of the annual premium amount paid by the Company for the Company’s D&O Insurance during the most recently completed fiscal year prior to the date of this Agreement; and, provided, further, that if the aggregate amount payable for of such insurance coverage exceeds such amount, the Surviving Corporation shall obtain a policy with the terms greatest coverage available for a cost not exceeding such amount and (B) for a period of at least three (3) years from and maintain after the Effective Time the Fiduciary Insurance in existence any current indemnification agreements between place as of the date of this Agreement 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, and Parent shall cause the Surviving Corporation to, purchase comparable Fiduciary Insurance for such three-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; provided, however, that in no event shall Parent or the Surviving Corporation be required to expend for such insurance policies an aggregate amount in excess of 500% of the annual premium amount paid by the Company and any for the Company’s Fiduciary Insurance during the most recently completed fiscal year prior to the date of its directors or officers. In this Agreement; and, provided, further, that if the event aggregate amount payable for such insurance coverage exceeds such amount, the Surviving Corporation shall obtain a policy with the greatest coverage available for a cost not exceeding such amount. (d) If Parent, the Surviving Corporation or any of its their respective successors or assigns (ai) consolidates shall consolidate with or merges merge into any other Person corporation or entity and the Surviving Corporation shall not be the continuing or surviving corporation or entity of such consolidation or merger or (bii) transfers shall transfer all or substantially all of its properties and assets to any Personindividual, corporation or other entity, then, and in each such case, proper provision provisions shall be made so that the successors and assigns of Parent and the Surviving Corporation or the properties and assets thereof shall assume all of the obligations set forth in this Section 5.137.10. (e) The obligations under this Section 7.10 shall not be terminated, amended or otherwise modified in such manner as to adversely affect any Indemnified Party, his or her heirs, and his or her representatives, without the prior written consent of such affected Person. The Surviving Corporation shall obtain provisions of this Section 7.10 are (i) intended to be for the benefit of, and maintain in effect for not less than five years will be enforceable by, each Indemnified Party, his or her heirs, and his or her representatives from and after the Effective TimeTime and (ii) in addition to, and not in substitution for, any other rights to indemnification or contribution that any such Person may have under the current policies articles of directors' and officers' liability insurance and fiduciary liability insurance maintained by the Company and the Company's subsidiaries with respect to matters occurring at or prior to the Effective Time (includingincorporation, without limitation, the transactions contemplated by this Agreement), provided, that Parent may, with no lapse in coverage, substitute therefore policies of substantially the same coverage containing terms and conditions which are no less advantageous, in any material respect, to the Company's present or former directors, officers, employees, agents by-laws or other individuals otherwise covered equivalent organizational documents, any and all agreements of or entered into by such insurance policies prior to the Effective Time Company or any of its Subsidiaries, or applicable Law (the "Indemnified Parties"whether at law or in equity). ThisThe provisions of this Section 7.10 shall survive the consummation of the Merger.

Indemnification; Directors’ and Officers’ Insurance. Subject to (a) From and after the occurrence Effective Time until the sixth anniversary of the Effective Time, Parent shall indemnify, advance expenses to, and hold harmless the present and former officers and directors of the Company and its Subsidiaries (each, an “Indemnified Party”), in each case to the fullest extent permitted by law, in respect of acts or omissions occurring or alleged to have occurred prior to or after the Effective Time. From and after the Effective Time, Parent shall cause the certificate of incorporation and by-laws of the Surviving Corporation shall cause its Articles of Incorporation and Bylaws to contain provisions substantially similar in terms to the rights granted in the provisions with respect to indemnification provisions and insurance set forth in the Articles of Incorporation Company Charter and Bylaws of the Company By-laws in effect on the date of this Agreementhereof, which provisions thereafter shall not be amended, repealed or otherwise modified after the Effective Time amended in any manner that could reasonably be expected to would materially and adversely affect the rights thereunder of individuals who at any time the Company’s employees, agents, directors or officers for acts or omissions occurring on or prior to the Effective Time were directorsTime, officers except if such amendment is required by applicable law. Any determination required to be made with respect to whether an officer’s or employees of director’s conduct complies with the standards set forth in the Company in Charter or the Company By-laws shall be made by independent counsel selected by Parent and reasonably acceptable to such officer or director. Parent shall pay such reasonable counsel’s fees and expenses. With respect of actions to acts or omissions occurring at on or prior to the Effective Time, the Company may on or prior to the Effective Time purchase (includingand if it does not, without limitation, at or after the transactions contemplated by this Agreement). Effective Time the Parent shall purchase or cause the Surviving Corporation to comply purchase) a tail, run-off or similar director’s and officer’s liability insurance coverage policy for a period of six (6) years, with the terms same or similar coverages as are currently in effect for the Company, at no cost to the beneficiaries thereof; provided that (i) the total premiums to be paid for such policy shall not exceed 200% of and maintain in existence any current indemnification agreements between the aggregate annual premium most recently paid by the Company prior to the date hereof to maintain director’s and officer’s liability insurance coverage (and if the total premium of such insurance coverage exceeds such amount, the Company, Parent or the Surviving Corporation shall obtain a tail policy with the greatest coverage available for a cost not exceeding such amount) and (ii) prior to the Effective Time, the Company shall not enter into any insurance contract for a “tail” policy without the prior written consent of its directors Parent which shall not be unreasonably withheld, conditioned or officers. delayed. (b) In the event the Surviving Corporation or any of its successors or assigns (ai) consolidates with or merges into any other Person and the Surviving Corporation shall not be the continuing or surviving corporation or entity of such consolidation or merger or (bii) transfers all or substantially all of its properties and assets to any Person, then, and in each such case, proper provision provisions shall be made so that the successors and assigns of the Surviving Corporation shall assume the its obligations set forth in this Section 5.13. The Surviving Corporation shall obtain and maintain in effect for not less than five years after the Effective Time, the current policies of directors' and officers' liability insurance and fiduciary liability insurance maintained by the Company and the Company's subsidiaries with respect to matters occurring at or prior to the Effective Time (including, without limitation, the transactions contemplated by this Agreement), provided, that Parent may, with no lapse in coverage, substitute therefore policies of substantially the same coverage containing terms and conditions which are no less advantageous, in any material respect, to the Company's present or former directors, officers, employees, agents or other individuals otherwise covered by such insurance policies prior to the Effective Time (the "Indemnified Parties"). This5.7.

Indemnification; Directors’ and Officers’ Insurance. Subject to (a) From and after the occurrence Closing until the sixth anniversary of the Effective TimeClosing Date, the Surviving Corporation shall Buyer will, and will use commercially reasonable efforts to cause its Articles of Incorporation and Bylaws to contain the indemnification provisions set forth in the Articles of Incorporation and Bylaws of the Company on and the date of this AgreementMUI Subsidiaries to, which provisions thereafter shall not maintain, or cause to be amendedmaintained, repealed or otherwise modified after the Effective Time in all rights to indemnification for and exculpation from any manner that could costs, claims, losses, liabilities, damages, fines, judgments, settlements, fees and expenses (including reasonably be expected to adversely affect the rights thereunder of individuals who at any time prior to the Effective Time were directorsattorneys’ and experts’ fees and expenses) (collectively, officers or employees of the Company in respect of actions “Costs”) for acts or omissions occurring at or prior to the Effective Time Closing and rights to advancement of expenses relating thereto now existing in favor of each representative or appointee of Seller or bcIMC who at any time prior to the Closing was serving at the request of or for the benefit of the Company or the MUI Subsidiaries as a director, officer, employee, agent or fiduciary of another Person and each of their respective heirs and estates (including, without limitationcollectively, the transactions contemplated by “Director Indemnified Parties”) as provided in the Governing Documents of the Company or the MUI Subsidiaries or any contract between such Director Indemnified Party and the Company or any of the MUI Subsidiaries listed on Section 6.6(a) of the Seller Disclosure Schedule so that such rights survive the Closing, and Buyer shall, to the extent it has any right and authority to do so as a partner of the Company or through its appointed members, if any, to the management committee of the Company, cause the Company and the MUI Subsidiaries or, if it cannot so cause the Company and the MUI Subsidiaries to do so, shall use commercially reasonable efforts (including through the exercise (or withholding the exercise) of any consent or approval rights it may have) to ensure that the foregoing is not amended, repealed or otherwise modified in any manner that would adversely affect any rights of any Director Indemnified Party. The rights of the Director Indemnified Parties under this Agreement). Parent Section 6.6 shall be in addition to any rights such Director Indemnified Parties may have under the Governing Documents of Seller, bcIMC, the Company or the MUI Subsidiaries, or any contract or applicable Law. (b) Buyer shall cause the Surviving Corporation Company and the MUI Subsidiaries as of the Closing to comply obtain and fully pay the premium for “tail” directors’ and officers’ liability and fiduciary liability insurance policies for the benefit of the Director Indemnified Parties, in each case providing coverage for claims asserted prior to and for six years after the Closing with respect to any matters existing or occurring at or prior to the Closing (and, with respect to claims made prior to or during such period, until final resolution thereof), from an insurance carrier with the terms of and maintain in existence any current indemnification agreements between same or better credit rating as the insurance carrier for the Company and the MUI Subsidiaries as of the date of this Agreement, with levels of coverage, terms and conditions that are at least as favorable to the Director Indemnified Parties as the directors’ and officers’ liability and fiduciary liability insurance policies of the Company and the MUI Subsidiaries in effect as of the date of this Agreement; provided, that Buyer may substitute therefor policies, of at least the same coverage and amounts and containing terms and conditions that are not less advantageous to the directors and officers of the Company and the MUI Subsidiaries when compared to the insurance maintained by the Company and the MUI Subsidiaries as of the date hereof; provided, further, that in no event shall Buyer be required to expend for any year of its directors or such six-year period an amount in excess of 300% of the annual premium currently paid by the Company and the MUI Subsidiaries for such insurance policies (the “Maximum Premium”); provided, further, that if Buyer would be obligated to expend more than the Maximum Premium in respect of such “tail” insurance policies, Buyer shall cause to be obtained such policies with the greatest coverage available for a cost not exceeding the Maximum Premium. If Buyer for any reason fails to obtain such “tail” insurance policies as of the Closing, Buyer shall use commercially reasonable efforts to cause the Company and the MUI Subsidiaries to continue to maintain in effect for a period of at least six years from and after the Closing the directors’ and officers. ’ liability and fiduciary liability insurance policies of the Company and the MUI Subsidiaries in effect as of the date of this Agreement; provided, that in no event shall Buyer be required to expend for any year of such six-year period an amount in excess of the Maximum Premium; provided, further, that if Buyer would be obligated to expend more than the Maximum Premium in respect of such “tail” insurance policies, Buyer shall use commercially reasonable efforts to cause the Company and the MUI Subsidiaries to obtain such policies with the greatest coverage available for a cost not exceeding the Maximum Premium. (c) In the event that Buyer, the Surviving Corporation Company, the MUI Subsidiaries or any of its their respective successors or assigns (ai) consolidates with or merges with or into any other Person and the Surviving Corporation shall not be the continuing or surviving corporation or entity of in such consolidation or merger or (bii) transfers all or substantially all of its properties and assets to any Person, then, and in each either such case, Buyer shall use commercially reasonable efforts to cause proper provision shall to be made so that the successors and assigns of Buyer, the Surviving Corporation Company or the MUI Subsidiaries, as the case may be, shall assume or succeed to all of the obligations set forth in this Section 5.136.6. (d) The provisions of this Section 6.6 shall survive consummation of the Transactions and are expressly intended to be for the benefit of, and shall be enforceable by, each of the Director Indemnified Parties, each of whom is an express third party beneficiary of this Section 6.6. The Surviving Corporation obligations of Buyer under this Section 6.6 shall obtain and maintain not be terminated or modified in effect for not less than five years after such a manner as to adversely affect any Person to whom this Section 6.6 applies without the Effective Timeconsent of the affected Person. Buyer shall pay all reasonable expenses, the current policies of directors' and officers' liability insurance and fiduciary liability insurance maintained by the Company and the Company's subsidiaries with respect to matters occurring at or prior to the Effective Time (including, without limitation, the transactions contemplated by this Agreement), providedincluding reasonable attorneys’ fees, that Parent may, with no lapse may be incurred by any Director Indemnified Party in coverage, substitute therefore policies of substantially the same coverage containing terms and conditions which are no less advantageous, in any material respect, to the Company's present or former directors, officers, employees, agents or other individuals otherwise covered by such insurance policies prior to the Effective Time (the "Indemnified Parties"). Thisenforcing this Section 6.6.

Indemnification; Directors’ and Officers’ Insurance. Subject (a) Buyer agrees that all rights to the occurrence indemnification and all limitations of liability existing in favor of any director or officer of the Effective Time, Company or its Subsidiaries (the Surviving Corporation shall cause its "Indemnified Parties") as provided in the Company's Articles of Incorporation and or Bylaws to contain the indemnification provisions set forth or in the Articles of Incorporation and Bylaws similar governing documents of the Company on Company's Subsidiaries or as provided in applicable law as in effect as of the date of this Agreement, which provisions thereafter shall not be amended, repealed or otherwise modified after the Effective Time in any manner that could reasonably be expected hereof with respect to adversely affect the rights thereunder of individuals who at any time prior to the Effective Time were directors, officers or employees of the Company in respect of actions or omissions matters occurring at on or prior to the Effective Time shall survive the Merger. (including, without limitationb) Prior to the Effective Time, the transactions contemplated by this Agreement). Parent Company shall cause purchase an extended reporting period endorsement under the Surviving Corporation Company's existing directors' and officers' liability insurance coverage for the Company's directors and officers in a form acceptable to comply with the terms of and maintain in existence any current indemnification agreements between the Company which shall provide such directors and any officers with coverage for six years following the Effective Time of its directors or not less than the existing coverage under, and have other terms at least as favorable to, the insured persons than the directors' and officers' liability insurance coverage presently maintained by the Company, so long as the aggregate cost is less than 250% of the annual premium currently paid by the Company for such insurance (the "Premium Limit"). In the event that the Surviving Corporation Premium Limit is insufficient for such coverage, the Company may enter into an agreement to spend up to that amount to purchase such lesser coverage as may be obtained with such amount. (c) In the event Buyer or any of its successors or assigns (ai) consolidates with or merges into any other Person and the Surviving Corporation shall not be the continuing or surviving corporation or entity of such consolidation or merger merger, or (bii) 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 Buyer shall assume the obligations set forth in this Section 5.13. 6.9. (d) The Surviving Corporation provisions of this Section 6.9 are intended to be for the benefit of, and to grant third party rights to, and shall obtain be enforceable by, each Indemnified Party and maintain in effect for not less than five years after the Effective Time, the current policies of directors' his or her heirs and officers' liability insurance and fiduciary liability insurance maintained by the Company and the Company's subsidiaries with respect to matters occurring at or prior to the Effective Time (including, without limitation, the transactions contemplated by this Agreement), provided, that Parent may, with no lapse in coverage, substitute therefore policies of substantially the same coverage containing terms and conditions which are no less advantageous, in any material respect, to the Company's present or former directors, officers, employees, agents or other individuals otherwise covered by such insurance policies prior to the Effective Time (the "Indemnified Parties"). Thisrepresentatives.

Indemnification; Directors’ and Officers’ Insurance. Subject to the occurrence of (a) For not less than seven years from and after the Effective Time, Parent shall cause the Surviving Corporation shall cause and its Articles of Incorporation Subsidiaries to honor and Bylaws to contain fulfill the indemnification provisions set forth in the Articles of Incorporation and Bylaws obligations of the Company and its Subsidiaries under their respective Organizational Documents and all indemnification and exculpation agreements between the Company or any of its Subsidiaries and any of their respective current or former directors and officers set forth on Section 6.14(a) of the Company Disclosure Letter (any such Persons entitled to indemnification. the “Indemnified Parties”) in effect as of the date of this Agreement, which provisions thereafter all subject to applicable Law. (b) At or prior to the Effective Time, the Company shall not be amendedand, repealed if the Company is unable to, Parent shall cause the Surviving Corporation as of the Effective Time to, obtain and fully pay the premium for run-off “tail” insurance policies for the extension of the Company’s (i) directors’ and officers’ liability coverage, and (ii) fiduciary liability insurance policies, in each case providing only for Side A coverage for Indemnified Parties where the existing policies also include Side B coverage for the Company for a claims reporting or otherwise modified discovery period of seven years from and after the Effective Time in any manner (the “Tail Period”) from one or more insurance carriers with the same or better credit rating as the Company’s insurance carrier as of the date of this Agreement, with terms, conditions, retentions and limits of liability that could reasonably be expected to adversely affect the rights thereunder of individuals who are at any time prior least as favorable to the Effective Time were directorsinsureds as the Company’s existing policies, officers or employees of the Company in with respect of actions to acts or omissions occurring at or prior to the Effective Time (includingincluding in connection with this Agreement or the Transactions), without limitationand covering each person covered by such insurances in effect on the date of this Agreement (collectively, the transactions contemplated by this Agreement“D&O Insurance”). If the Company and the Surviving Corporation for any reason fail to obtain such “tail” insurance policies as of the Effective Time, the Surviving Corporation shall, and Parent shall cause the Surviving Corporation to, continue to comply maintain in effect for the Tail Period the D&O Insurance in place as of the date of this Agreement with terms, conditions, retentions and limits of liability that are at least as favorable to the insureds as provided in the Company’s existing policies as of the date of this Agreement, or the Surviving Corporation shall, and Parent shall cause the Surviving Corporation to, purchase comparable D&O Insurance for the Tail Period with terms, conditions, retentions and limits of liability that are at least as favorable as provided in the Company’s existing policies as of the date of this Agreement; provided, however, that in no event shall the annual aggregate cost of the D&O Insurance (whether purchased as a “tail” policy, continuation of existing policies or new policies) exceed during the Tail Period 400% of the current aggregate annual premium paid by the Company for such purpose; and provided, further, that if the cost of such insurance coverage exceeds such amount, the Surviving Corporation shall obtain a policy with the terms of and maintain in existence any current indemnification agreements between the Company and any of its directors or officers. In the event greatest coverage available for a cost not exceeding such amount. (c) If the Surviving Corporation or any of its successors or permitted assigns (ai) consolidates shall consolidate with or merges merge into any other Person and the Surviving Corporation shall not be the continuing or surviving corporation or entity Person of such consolidation or merger or (bii) transfers shall transfer all or substantially all of its properties and assets to any Person, then, and in each such case, proper provision provisions shall be made so that the successors and permitted assigns of the Surviving Corporation shall assume all of the obligations set forth in this Section 5.13. The Surviving Corporation shall obtain 6.14. (d) This Section 6.14 is intended to be for the benefit of, and maintain in effect for not less than five years from and after the Effective TimeTime shall be enforceable by, each of the current policies of directors' and officers' liability insurance and fiduciary liability insurance maintained by the Company and the Company's subsidiaries with respect to matters occurring at or prior to the Effective Time (including, without limitation, the transactions contemplated by this Agreement), provided, that Parent may, with no lapse in coverage, substitute therefore policies of substantially the same coverage containing terms and conditions which are no less advantageous, in any material respect, to the Company's present or former directors, officers, employees, agents or other individuals otherwise covered by such insurance policies prior to the Effective Time (the "Indemnified Parties"). This, who shall be third party beneficiaries of this Section 6.14.

Indemnification; Directors’ and Officers’ Insurance. Subject to the occurrence of (a) The Company and, from and after the Effective Time, the Surviving Corporation Corporation, shall cause its Articles of Incorporation indemnify, defend and Bylaws to contain hold harmless the indemnification provisions set forth in the Articles of Incorporation present and Bylaws former officers, directors, employees and agents of the Company on and its Subsidiaries (the date "Indemnified Parties") against all judgments, fines, losses, claims, damages, costs or expenses (including reasonable attorneys' fees) or liabilities arising out of this Agreementor related to matters, which provisions thereafter shall not be amended, repealed actions or otherwise modified after the Effective Time in any manner that could reasonably be expected to adversely affect the rights thereunder of individuals who at any time prior to the Effective Time were directors, officers omissions or employees of the Company in respect of alleged actions or omissions occurring at or prior to the Effective Time whether asserted or claimed prior to or after the Effective Time (includingi) to the full extent permitted by Pennsylvania law or, without limitationif the protections afforded thereby to an Indemnified Person are greater, (ii) to the transactions contemplated by this Agreementsame extent and on the same terms and conditions (including with respect to advancement of expenses) provided for in the Company's Articles of Incorporation, as amended, and By-Laws and agreements in effect at the date hereof (to the extent consistent with applicable law), which provisions will survive the Merger and continue in full force and effect after the Effective Time. Parent Without limiting the foregoing, (i) ICS shall, and shall cause the Surviving Corporation to, periodically advance expenses (including attorney's fees) as incurred by an Indemnified Person with respect to comply the foregoing to the full extent permitted under applicable law, and (ii) any determination required to be made with the terms of and maintain in existence any current respect to whether an Indemnified Party shall be entitled to indemnification agreements between the Company and any of its directors or officers. In the event shall, if requested by such Indemnified Party, be made by independent legal counsel selected by the Surviving Corporation or any of its successors or assigns (a) consolidates with or merges into any other Person and the Surviving Corporation shall not be the continuing or surviving corporation or entity of reasonably satisfactory to such consolidation or merger or Indemnified Party. (b) 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 ICS agrees that the successors Company, and, from and assigns of after the Effective Time, the Surviving Corporation Corporation, shall assume the obligations set forth in this Section 5.13. The Surviving Corporation shall obtain and maintain cause to be maintained in effect for not less than five six years after from the Effective Time, Time the current policies of the directors' and officers' liability insurance and fiduciary liability insurance maintained by the Company Company; provided that the Surviving Corporation may substitute therefor other policies of at least the same coverage amounts and which contain terms and conditions not less advantageous to the Company's subsidiaries beneficiaries of the current policies and, provided further, that such substitution shall not result in any gaps or lapses in coverage with respect to matters occurring at on or prior to the Effective Time (including, without limitation, the transactions contemplated by this Agreement), providedTime; and provided further, that Parent may, with no lapse the Surviving Corporation shall not be required to pay an annual premium in coverage, substitute therefore policies excess of substantially 200% of the same coverage containing terms and conditions which are no less advantageous, in any material respect, to last annual premium paid by the Company's present or former directors, officers, employees, agents or other individuals otherwise covered by such insurance policies Company prior to the date hereof and if the Surviving Corporation is unable to obtain the insurance required by this Section 5.7(b) it shall obtain as much comparable insurance as possible for an annual premium equal to such maximum amount. (c) This Section 5.7 shall survive the consummation of the Merger at the Effective Time (Time, is intended to benefit the "Company, the Surviving Corporation and the Indemnified Parties"). This, shall be binding on all successors and assigns of ICS and the Surviving Corporation, and shall be enforceable by the Indemnified Parties.

Indemnification; Directors’ and Officers’ Insurance. Subject (a) To the maximum extent permitted by applicable Law, all rights to indemnification or exculpation now existing in favor of the occurrence directors and officers of SPAC, as provided in the SPAC Governing Documents or otherwise in effect as of immediately prior to the Effective Time, in either case, solely with respect to any matters occurring on or prior to the Surviving Corporation Effective Time shall survive the Transactions and shall continue in full force and effect from and after the Effective Time for a period of six (6) years and the Company will perform and discharge, or cause its Articles of Incorporation to be performed and Bylaws discharged, all obligations to contain provide such indemnity and exculpation during such six (6)-year period. To the maximum extent permitted by applicable Law, during such six (6)-year period, the Company shall advance, or caused to be advanced, expenses in connection with such indemnification provisions set forth as provided in the Articles of Incorporation SPAC Governing Documents or other applicable agreements as in effect immediately prior to the Effective Time. The indemnification and Bylaws liability limitation or exculpation provisions of the Company on the date of this AgreementSPAC Governing Documents shall not, which provisions thereafter shall not during such six (6)-year period, be amended, repealed or otherwise modified after the Effective Time in any manner that could reasonably be expected to would materially and adversely affect the rights thereunder of individuals who who, as of immediately prior to the Effective Time, or at any time prior to such time, were directors or officers of SPAC (the “D&O Persons”) entitled to be so indemnified, their liability limited or be exculpated with respect to any matters occurring on or prior to the Effective Time were and relating to the fact that such D&O Person was a director or officer of SPAC immediately prior to the Effective Time, unless such amendment, repeal or other modification is required by applicable Law. (b) The Company shall not have any obligation under this Section 5.14 to any D&O Person when and if a court of competent jurisdiction shall ultimately determine (and such determination shall have become final and non-appealable) that the indemnification of such D&O Person in the manner contemplated hereby is prohibited by applicable Law. (c) Prior to the Closing, SPAC shall purchase and shall maintain for a period of six (6) years after the Effective Time, a directors, officers or employees ’ and officers’ liability insurance for the benefit of those Persons who are currently covered by any comparable insurance policies of SPAC as of the Company in date of this Agreement with respect of actions or omissions to matters occurring at on or prior to the Effective Time (includingi.e., without limitation, “tail coverage”). Such insurance policies shall provide coverage on terms (with respect to coverage and amount) that are substantially the transactions contemplated by same as (and no less favorable in the aggregate to the insured than) the coverage provided under SPAC’s directors’ and officers’ liability insurance policies as of the date of this Agreement). Parent ; provided that SPAC shall cause not be required to, and shall not without the Company’s prior written consent, pay aggregate premiums in excess of three hundred percent (300%) of the most recent annual premium paid by SPAC prior to the date of this Agreement and, in such event, SPAC shall purchase the maximum coverage available for three hundred percent (300%) of the most recent aggregate premium paid by SPAC prior to the date of this Agreement. (d) If the Surviving Corporation to comply with the terms of and maintain in existence any current indemnification agreements between the Company and any of its directors or officers. In the event the Surviving Corporation or any of its successors or assigns (ai) consolidates shall merge or consolidate with or merges merge into any other Person corporation or entity and the Surviving Corporation shall not be the surviving or continuing or surviving corporation or entity of such consolidation or merger or (bii) transfers shall transfer all or substantially all of its their respective properties and assets as an entity in one or a series of related transactions to any Person, then, and then in each such case, proper provision provisions shall be made so that the successors and or assigns of the Surviving Corporation Company shall assume all of the obligations set forth in this Section 5.13. 5.14. (e) The Surviving Corporation shall obtain and maintain in effect for not less than five years after the Effective Time, the current policies of directors' and officers' liability insurance and fiduciary liability insurance maintained by the Company and the Company's subsidiaries with respect to matters occurring at or prior D&O Persons entitled to the Effective Time (includingindemnification, without liability limitation, exculpation and insurance set forth in this Section 5.14 are intended to be third-party beneficiaries of this Section 5.14. This Section 5.14 shall survive the consummation of the transactions contemplated by this Agreement), provided, that Parent may, with no lapse in coverage, substitute therefore policies Agreement and shall be binding on all successors and assigns of substantially the same coverage containing terms and conditions which are no less advantageous, in any material respect, to the Surviving Company's present or former directors, officers, employees, agents or other individuals otherwise covered by such insurance policies prior to the Effective Time (the "Indemnified Parties"). This.

Indemnification; Directors’ and Officers’ Insurance. Subject to the occurrence of (a) From and after the Effective Time, Parent shall or shall cause the Surviving Corporation shall cause its Articles of Incorporation to indemnify and Bylaws to contain the indemnification provisions set forth in the Articles of Incorporation hold harmless each present and Bylaws former director and officer of the Company on the date or any of this Agreementits Subsidiaries (in each case, which provisions thereafter shall not be amendedwhen acting in such capacity), repealed or otherwise modified after determined as of 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 could reasonably be expected to adversely affect the rights thereunder claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of individuals who at any time prior to the Effective Time were directors, officers matters existing or employees of the Company in respect of actions or omissions occurring at or prior to the Effective Time (includingincluding those in respect of the Merger and the other transactions contemplated hereby), without limitationwhether asserted or claimed prior to, at or after the Effective Time, to the fullest extent that the Company would have been permitted under Wisconsin law and its Charter or Bylaws in effect on the date hereof to indemnify such Person (and Parent or the Surviving Corporation shall also advance expenses as incurred to the fullest extent permitted under applicable Law and the Company’s Charter or Bylaws in effect on the date hereof). (b) Any Indemnified Party wishing to claim indemnification under paragraph (a) of this Section 6.11, upon learning of any such claim, action, suit, proceeding or investigation, shall promptly notify Parent or the Surviving Corporation thereof, but the failure to so notify shall not relieve the Surviving Corporation or Parent of any liability it may have to such Indemnified Party except to the extent such failure materially prejudices the indemnifying party. In the event of any such claim, action, suit, proceeding or investigation (whether arising before or after the Effective Time), (i) the Surviving Corporation shall have the right to assume the defense thereof and Parent and the Surviving Corporation shall not 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 the Surviving Corporation elects not to assume such defense or there are issues which raise conflicts of interest between Parent or the Surviving Corporation and the Indemnified Parties, the transactions Indemnified Parties may retain counsel satisfactory to them, and the Parent shall pay all reasonable fees and expenses of such counsel for the Indemnified Parties promptly as statements therefor are received; provided, however, that the Surviving Corporation shall be obligated pursuant to this paragraph (b) to pay for only one firm of counsel for all Indemnified Parties in any jurisdiction unless the use of one counsel for such Indemnified Parties would present such counsel with a conflict of interest, provided that the fewest number of counsels necessary to avoid conflicts of interest shall be used; (ii) the Indemnified Parties will cooperate in the defense of any such matter, and (iii) Parent and the Surviving Corporation shall not be liable for any settlement effected without their prior written consent, which consent shall not be unreasonably withheld or delayed (except that no such consent shall be required as a condition to Parent’s or the Surviving Corporation’s liability if Parent or the Surviving Corporation fails to assume, pay for or actively participate in the defense of the underlying matter); and provided, further, that Parent and the Surviving Corporation shall not have any obligation hereunder to any Indemnified Party if and when a court of competent jurisdiction shall ultimately determine, and such determination shall have become final and not subject to appeal, that the indemnification of such Indemnified Party in the manner contemplated hereby is prohibited by this Agreement). applicable Law and the Company’s Charter and Bylaws as in effect on the date hereof. (c) Prior to the Effective Time, the Company shall and if the Company is unable to, Parent shall cause the Surviving Corporation as of the Effective Time to comply obtain and fully pay for “tail” insurance policies with a claims period of at least six years from and after the Effective Time from an insurance carrier with the terms same or better credit rating as the Company’s current insurance carrier with respect to directors’ and officers’ liability insurance and fiduciary liability insurance (collectively, “D&O Insurance”) with benefits and levels of and maintain coverage at least as favorable as the Company’s existing policies with respect to matters existing or occurring at or prior to the Effective Time (including in existence any current indemnification agreements between connection with this Agreement or the transactions or actions contemplated hereby), provided, however, that in no event shall the Company expend for such policies a premium amount in excess of the amount set forth in the Company Disclosure Letter. If the Company and the Surviving Corporation for any reason fail to obtain such “tail” insurance policies as of its the Effective Time, the Surviving Corporation shall, and Parent shall cause the Surviving Corporation to, continue to maintain in effect in respect of the Company’s current directors and officers, for a period of at least six years from and after the Effective Time, the D&O Insurance in place as of the date hereof with benefits and levels of coverage at least as favorable as provided in the Company’s existing policies as of the date hereof, or officers. In the Surviving Corporation shall, and Parent shall cause the Surviving Corporation to, use reasonable best efforts to purchase comparable D&O Insurance for such six-year period with benefits and levels of coverage at least as favorable as provided in the Company’s existing policies as of the date hereof, provided, however, that in no event shall Parent or the Surviving Corporation be required to expend for such policies an annual premium amount in excess of 250% of the annual premiums currently paid by the Company for such insurance; and, provided further that if the annual premiums of such insurance coverage exceed such amount, the Surviving Corporation shall obtain a policy with the greatest coverage available for a cost not exceeding such amount. (d) If Parent or the Surviving Corporation or any of its their respective successors or assigns (ai) consolidates shall consolidate with or merges merge into any other Person corporation or entity and the Surviving Corporation shall not be the continuing or surviving corporation or entity of such consolidation or merger or (bii) transfers shall transfer all or substantially all of its properties and assets to any Personindividual, corporation or other entity, then, and in each such case, proper provision provisions shall be made so that the successors and assigns of Parent or the Surviving Corporation shall assume all of the obligations set forth in this Section 5.13. 6.11. (e) The Surviving Corporation provisions of this Section 6.11 are intended to be for the benefit of, and shall obtain be enforceable by, each of the Indemnified Parties and maintain their heirs and representatives. (f) The rights of the Indemnified Parties under this Section 6.11 shall be in effect for not less than five years after addition to any rights such Indemnified Parties may have under the Effective Time, the current policies certificates of directors' and officers' liability insurance and fiduciary liability insurance maintained by incorporation or by-laws of the Company or any of its Subsidiaries, or under any applicable Contracts or Laws. Without limitation, all rights to indemnification and the Company's subsidiaries with respect to matters exculpation from liabilities for acts or omissions occurring at or prior to the Effective Time now existing in favor of any current or former officers, directors or employees of the Company or any of its Subsidiaries, as provided in the respective certificates or articles of incorporation or bylaws (includingor comparable organizational documents) of the Company or any of its Subsidiaries, without limitationand any existing indemnification agreements, shall survive the transactions contemplated by this Agreement)Merger and shall continue in full force and effect in accordance with their terms, providedand shall not be amended, that Parent may, with no lapse in coverage, substitute therefore policies of substantially the same coverage containing terms and conditions which are no less advantageous, repealed or otherwise modified in any material respect, to manner that would adversely affect the Company's present rights thereunder of such individuals for acts or former directors, officers, employees, agents omissions occurring at or other individuals otherwise covered by such insurance policies prior to the Effective Time (the "Indemnified Parties"). ThisTime

Indemnification; Directors’ and Officers’ Insurance. Subject to the occurrence of (a) From and after the Effective Time, the Surviving Corporation will, and Parent shall cause its Articles the Surviving Corporation to, indemnify and hold harmless each person who is now, at any time has been or who becomes prior to the Effective Time a director or officer of Incorporation Company, and Bylaws their heirs and personal representatives (the "Indemnified Parties"), against liabilities and expenses incurred in connection with any proceeding arising out of or pertaining to any action or omission occurring prior to the Effective Time (including, without limitation, any proceeding which arises out of or relates to the transactions contemplated by this Agreement), pursuant to, and honor the terms of, their respective indemnification agreements with Company. (b) Parent will cause the Surviving Corporation to maintain in effect for not less than six years after the Effective Time, Company's current directors' and officers' insurance policies, if such insurance is obtainable (or policies equivalent in all material respects to those maintained by or on behalf of Company on the date of this Agreement, and having at least the same coverage and containing terms and conditions no less advantageous to the current and all former directors and officers of Company) with respect to acts or failures to act prior to the Effective Time; provided, however, that in order to maintain or procure such coverage, 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 $500,000 (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, Parent or 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. (c) The certificate of incorporation and bylaws of the Surviving Corporation shall contain the provisions with respect to indemnification provisions set forth in the Articles certificate of Incorporation incorporation and Bylaws bylaws of the Company as in effect on the date of this Agreement, which provisions thereafter shall not be amended, repealed or otherwise modified for a period of six years after the Effective Time in any manner that could reasonably be expected to would adversely affect the rights thereunder of individuals who at any time prior to the Effective Time were directors, officers or employees of the Company Indemnified Parties in respect of actions or omissions occurring at or prior to the Effective Time (including, without limitation, the transactions contemplated by this Agreement). Parent Parent, Merger Sub and Company agree that all rights existing in favor of any Indemnified Party under any indemnification agreement in effect as of the date of this Agreement shall cause survive the Surviving Corporation Merger and shall continue in full force and effect, without any amendment thereto. (d) The provisions of this Section 6.8 are intended to comply with be for the terms of and maintain in existence any current indemnification agreements between the Company and any of its directors or officers. In the event the Surviving Corporation or any of its successors or assigns (a) consolidates with or merges into any other Person and the Surviving Corporation shall not be the continuing or surviving corporation or entity of such consolidation or merger or (b) transfers all or substantially all of its properties and assets to any Person, thenbenefit of, and in each such case, proper provision shall be made so that enforceable by, each of the Indemnified Parties, his or her heirs and his or her personal representatives and shall be binding on all successors and assigns of the Surviving Corporation shall assume the obligations set forth in this Section 5.13. The Surviving Corporation shall obtain and maintain in effect for not less than five years after the Effective TimeParent, the current policies of directors' and officers' liability insurance and fiduciary liability insurance maintained by the Merger Sub, Company and the Company's subsidiaries with respect to matters occurring at or prior to the Effective Time (including, without limitation, the transactions contemplated by this Agreement), provided, that Parent may, with no lapse in coverage, substitute therefore policies of substantially the same coverage containing terms and conditions which are no less advantageous, in any material respect, to the Company's present or former directors, officers, employees, agents or other individuals otherwise covered by such insurance policies prior to the Effective Time (the "Indemnified Parties"). ThisSurviving Corporation.

Indemnification; Directors’ and Officers’ Insurance. Subject to the occurrence of (a) From and after the Effective Time, BioSante shall, and shall cause the Surviving Corporation shall cause its Articles of Incorporation to, fulfill and Bylaws to contain honor in all respects the indemnification provisions set forth in the Articles of Incorporation and Bylaws obligations of the Company pursuant to any indemnification and exculpation agreements disclosed in Section 7.16(b) of the Company Disclosure Schedule (and any additional agreements entered into prior to the Effective Time in substantially the same form) between the Company and its directors, officers and employees, including with respect to each person who is now or at any time prior to the Effective Time was a director, officer and employee (the “Indemnified Parties”) of the Company and its Subsidiaries, and any indemnification and exculpation provisions under the certificate of incorporation and bylaws of the Company or the equivalent organizational documents of the applicable Subsidiary as in effect on the date of this Agreement including, but not limited to, with respect to matters, acts or omissions occurring in connection with the approval of or entering into this Agreement or the consummation of the transactions contemplated by this Agreement. BioSante shall cause the certificate of incorporation and bylaws of Surviving Corporation to contain provisions with respect to indemnification and exculpation that are at least as favorable to the Indemnified Parties as those contained in the certificate of incorporation and bylaws of the Company as in effect on the date of this Agreement, which provisions thereafter shall will not be amended, repealed or otherwise modified after for a period of seven years from the Effective Time in any manner that could reasonably be expected to would adversely affect the rights thereunder of individuals who at any time prior the Indemnified Parties, unless such modification is required by applicable Law. (b) BioSante and the Company acknowledge that the Company’s existing D&O Insurance coverage (“Existing D&O Insurance”) will, upon notice to the Effective Time were directors, officers or employees insurance provider and payment of the applicable remaining premium amount, which the Company agrees to do in respect connection with the Closing, automatically convert into a six-year prepaid “tail” policy for such coverage upon the consummation of actions or omissions occurring at or prior to the Effective Time (includingMerger. BioSante shall, without limitation, the transactions contemplated by this Agreement). Parent and shall cause the Surviving Corporation to, maintain such “tail” policy in full force and effect and continue to comply with honor their respective obligations thereunder for so long as such “tail” policy shall be maintained in full force and effect. If at any time after the terms date hereof and prior to the expiration of such six-year period, such Existing D&O Insurance expires, is terminated or cancelled, BioSante shall, or cause the Surviving Corporation to, obtain substitute D&O Insurance equivalent in amount and maintain in existence any current indemnification agreements between scope to such Existing D&O Insurance, so long as the cost to obtain such substitute D&O Insurance does not exceed an amount that is equal to 150% of the premium paid by the Company and any of its directors for the six-year prepaid “tail” policy for the Existing D&O Insurance. (c) If BioSante or officers. In the event the Surviving Corporation or any of its their respective successors or assigns (ai) consolidates shall consolidate with or merges merge into any other Person corporation or entity and the Surviving Corporation shall not be the continuing or surviving corporation or entity of such consolidation or merger or (bii) transfers shall transfer all or substantially all of its properties and assets to any Personindividual, corporation or other entity, then, and in each such case, proper provision provisions shall be made so that the successors and assigns of BioSante or the Surviving Corporation shall assume all of the obligations set forth in this Section 5.137.16. (d) The provisions of this Section 7.16 are (i) intended to be for the benefit of, and shall be enforceable by, each of the Indemnified Parties, their heirs and their 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. The obligations of BioSante and the Surviving Corporation under this Section 7.16 shall obtain and maintain not be terminated or modified in effect for not less than five years after such a manner as to adversely affect any indemnitee to whom this Section 7.16 applies without the Effective Time, express written consent of such affected indemnitee (it being expressly agreed that the current policies indemnitees to whom this Section 7.16 applies shall be third party beneficiaries of directors' and officers' liability insurance and fiduciary liability insurance maintained by the Company and the Company's subsidiaries with respect to matters occurring at or prior to the Effective Time (including, without limitation, the transactions contemplated by this AgreementSection 7.16), provided, that Parent may, with no lapse in coverage, substitute therefore policies of substantially the same coverage containing terms and conditions which are no less advantageous, in any material respect, to the Company's present or former directors, officers, employees, agents or other individuals otherwise covered by such insurance policies prior to the Effective Time (the "Indemnified Parties"). This.

Indemnification; Directors’ and Officers’ Insurance. Subject (a) Parent agrees that all rights to indemnification or exculpation now existing in favor of the directors, officers, employees and agents of each Group Company, as provided in such Group Company’s Governing Documents or otherwise in effect as of the Original Agreement Date with respect to any matters occurring prior to the occurrence Closing Date, shall survive the transactions contemplated by this Agreement and shall continue in full force and effect and that Parent and the Group Companies on their own behalf, will perform and discharge the Group Companies’ obligations to provide such indemnity and exculpation. To the maximum extent permitted by applicable Law, such indemnification shall be mandatory rather than permissive, and Parent shall, and shall cause the Amalgamated Company to, advance expenses in connection with such indemnification as provided in such Group Company’s Governing Documents or other applicable agreements. The indemnification and liability limitation or exculpation provisions of the Effective Time, the Surviving Corporation shall cause its Articles of Incorporation and Bylaws to contain the indemnification provisions set forth in the Articles of Incorporation and Bylaws of the Company on the date of this Agreement, which provisions thereafter Group Companies’ Governing Documents shall not be amended, repealed or otherwise modified after the Effective Time Closing Date in any manner that could reasonably be expected to would adversely affect the rights thereunder of individuals who who, as of the Closing Date or at any time prior to the Effective Time Closing Date, were directors, officers officers, employees or employees agents of any Group Company, unless such modification is required by applicable Law. (b) Contemporaneously with the Company in respect of actions or omissions occurring Closing, Parent shall, at or prior to the Effective Time (includingits expense, without limitation, the transactions contemplated by this Agreement). Parent and shall cause the Surviving Corporation to comply with the terms of Amalgamated Company to, purchase and maintain in existence effect, without any current indemnification agreements between lapses in coverage, a “tail” policy providing directors’ and officers’ liability insurance coverage for the Company benefit of those Persons who are covered by any Group Company’s directors’ and any of its directors or officers. In the event the Surviving Corporation or any of its successors or assigns (a) consolidates with or merges into any other Person and the Surviving Corporation shall not be the continuing or surviving corporation or entity of such consolidation or merger or (b) 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 ’ liability insurance policies as of the Surviving Corporation shall assume Original Agreement Date or at the obligations set forth in this Section 5.13. The Surviving Corporation shall obtain and maintain in effect Closing, for not less than five a period of six (6) years after following the Effective Time, the current policies of directors' and officers' liability insurance and fiduciary liability insurance maintained by the Company and the Company's subsidiaries Closing Date with respect to matters occurring at or prior to the Effective Time (including, without limitation, Closing that is at least equal to the transactions contemplated by this Agreement), coverage provided under the Group Companies’ current directors’ and officers’ liability insurance policies; provided, however, that Parent may, with no lapse in coverage, the Amalgamated Company may substitute therefore therefor policies of substantially at least the same coverage containing terms and conditions which are no less advantageous, in any material respect, advantageous to the Company's present beneficiaries thereof so long as such substitution does not result in gaps or former lapses in coverage with respect to matters occurring prior to the Closing Date and provided further that in no event shall Parent be required to pay more than 250% of the current annual premium payable by the Group Companies for such insurance. (c) The directors, officers, employees, employees and agents or other individuals otherwise covered by such insurance policies prior of each Group Company entitled to the Effective Time (indemnification, liability limitation, exculpation and insurance set forth in this Section 6.7 are intended to be third party beneficiaries of this Section 6.7. This Section 6.7 shall survive the "Indemnified Parties"). Thisconsummation of the transactions contemplated by this Agreement and shall be binding on all successors and assigns of Parent and the Company.

Indemnification; Directors’ and Officers’ Insurance. Subject (a) Parent and Merger Sub agree that all rights to exculpation, indemnification or advancement of expenses arising from, relating to or otherwise in respect of, acts or omissions occurring prior to the occurrence Effective Time now existing in favor of the current or former directors or officers of the Company as provided in the Company’s Organizational Documents or the Indemnification Agreements shall be assumed by the Surviving Corporation in the Merger, without further action, at the Effective Time, and shall survive the Merger and shall continue in full force and effect in accordance with their terms. For a period of no less than six years from the Effective Time, Parent shall, or shall cause the Surviving Corporation shall cause its Articles to, maintain in effect the exculpation, indemnification and advancement of Incorporation and Bylaws to contain the indemnification expenses provisions set forth in the Articles of Incorporation and Bylaws of the Company on Company’s Organizational Documents in effect as of the date of this Agreement, which provisions thereafter and shall not be amendedamend, repealed repeal or otherwise modified after the Effective Time modify any such provisions in any manner that could reasonably be expected to would adversely affect the rights thereunder of any individuals who at any time immediately before the Effective Time were current or former directors or officers of the Company. (b) At or prior to the Effective Time, the Company shall purchase a prepaid (or “tail”) directors’ and officers’ insurance and indemnification policy that provides coverage for events occurring prior to the Effective Time were directorsfor an aggregate period of not less than six years from the Effective Time, officers that does not result in gaps or employees lapses of the Company in coverage with respect of actions or omissions to matters occurring at or prior to the Effective Time (includingand that is no less favorable with respect to limits, without limitationdeductibles and other terms compared to the Company’s existing directors’ and officers’ insurance and indemnification policy or policies or, if such insurance coverage is unavailable, the transactions contemplated by this Agreementbest available similar coverage (the “D&O Insurance”). Parent shall cause the Surviving Corporation to comply with the terms of and maintain in existence any current indemnification agreements between the Company and any of its directors or officers. In the event . (c) If Parent, the Surviving Corporation or any of its their respective successors or assigns (ai) consolidates with or merges into any other Person and the Surviving Corporation shall is not be the continuing or surviving corporation or entity of such consolidation or merger or (bii) transfers or conveys all or substantially all of its properties and assets to any Personassets, then, and in each such case, proper provision shall be made so that the successors Parent and assigns of the Surviving Corporation (or their respective successors or assigns) shall ensure that such surviving corporation or entity or the transferees of such properties or assets assume the obligations set forth in this Section 5.13. 7.13. (d) The Surviving Corporation rights of each indemnified party under this Section 7.13 shall obtain and maintain be in addition to any rights such indemnified party may have under any agreement of any indemnified party with the Company in effect for not less than five years after as of immediately prior to the Effective Time, or under applicable Law. Except as otherwise set forth herein, these rights shall survive consummation of the current policies of directors' and officers' liability insurance and fiduciary liability insurance maintained by the Company and the Company's subsidiaries Merger in accordance with respect to matters occurring at or prior to the Effective Time (including, without limitation, the transactions contemplated by this Agreement), provided, that Parent may, with no lapse in coverage, substitute therefore policies of substantially the same coverage containing their terms and conditions which are no less advantageousintended to benefit, in any material respectand shall be enforceable by, to the Company's present or former directors, officers, employees, agents or other individuals otherwise covered by such insurance policies prior to the Effective Time (the "Indemnified Parties"). Thiseach indemnified party.

Indemnification; Directors’ and Officers’ Insurance. Subject (a) The bye-laws of the Amalgamated Company shall contain, to the occurrence of the Effective Timeextent permitted by applicable law, the Surviving Corporation shall cause its Articles provisions with respect to limitation of Incorporation liability and Bylaws to contain the indemnification provisions set forth in the Articles of Incorporation and Bylaws of the Company Bye-laws on the date of this Agreementhereof, which provisions thereafter shall not be amended, repealed or otherwise modified after the Effective Time in any manner that could reasonably be expected to would adversely affect the rights thereunder of individuals who at any time prior to the Effective Time were directors, officers or employees of the Company Indemnified Parties (as defined below) in respect of actions or omissions occurring at or prior to the Effective Time (including, without limitation, actions or omissions relating to the transactions contemplated hereby); provided that the bye-laws of the Amalgamated Company shall not be required to contain such provisions if not permitted by this Agreement). applicable law or if Parent otherwise provides the same level of indemnification rights to such individuals as contained in the bye-laws of the Amalgamated Company. (b) From and after the Effective Time, Parent shall cause the Surviving Corporation Amalgamated Company to comply with (A) indemnify, defend and hold harmless, to the terms fullest extent that would be permitted by Bermuda law if given by the Amalgamated Company in relation to its own present and former officers and directors, the present and former officers and directors of and maintain in existence any current indemnification agreements between the Company and or any of its Subsidiaries in their capacities as such (each an “Indemnified Party”) against all losses, expenses, claims, damages or liabilities (collectively, “Losses”) arising out of actions or omissions occurring on or prior to the Effective Time (including, without limitation, actions or omissions relating to the transactions contemplated hereby), and (B) (without duplication) indemnify, defend and hold harmless each of the present officers and directors of the Company in their capacities as such, to the fullest extent that the Amalgamated Company would be permitted to indemnify such officer or director under English Law if the Amalgamated Company were an English public limited company and such indemnity were given by it in relation to its own officers and directors, against all Losses pertaining to this Agreement, or any of the transactions contemplated hereby, and all actions taken by such officer or director in connection herewith, other than Losses arising from matters not known to Parent prior to the date hereof with respect to this Agreement or such transactions or action. (c) Parent shall use its reasonable endeavours to cause the persons serving as officers and directors of the Company immediately prior to the Effective Time to be covered for a period of six years from the Effective Time by the directors’ and officers. ’ liability insurance policy maintained by the Company immediately prior to the Effective Time (provided that Parent may substitute therefore policies of at least the same coverage and amounts containing terms and conditions which are (i) not less advantageous than such policy or (ii) approved by a majority of the members of the board of directors of the Amalgamated Company who were members of the board of directors of the Company immediately prior to the Effective Time) with respect to acts or omissions occurring prior to the Effective Time (including, without limitation, actions or omissions relating to the transactions contemplated hereby) which were committed by such officers and directors in their capacity as such; provided, however, that in no event shall Parent or its Subsidiaries be required to expend an aggregate of more than 200% of the current annual amount expended by the Company (the “Insurance Amount”) to maintain or procure insurance coverage pursuant hereto; provided, further, that if Parent is unable to maintain or obtain the insurance called for by this Section 6.8(c), Parent shall use its reasonable endeavours to obtain as much comparable insurance as available for the Insurance Amount. (d) In the event the Surviving Corporation Parent or any of its successors or assigns (ai) consolidates with or merges into any other Person and the Surviving Corporation shall not be the continuing or surviving corporation or entity of such consolidation or merger merger, or (bii) 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 shall Parent assume the obligations set forth in this Section 5.13. 6.8. (e) The Surviving Corporation provisions of this Section 6.8 are intended to be for the benefit of, and shall obtain be enforceable by, each Indemnified Party and maintain in effect for not less than five years after the Effective Time, the current policies of directors' his or her heirs and officers' liability insurance and fiduciary liability insurance maintained by the Company and the Company's subsidiaries with respect to matters occurring at or prior to the Effective Time (including, without limitation, the transactions contemplated by this Agreement), provided, that Parent may, with no lapse in coverage, substitute therefore policies of substantially the same coverage containing terms and conditions which are no less advantageous, in any material respect, to the Company's present or former directors, officers, employees, agents or other individuals otherwise covered by such insurance policies prior to the Effective Time (the "Indemnified Parties"). Thisrepresentatives.

Indemnification; Directors’ and Officers’ Insurance. Subject to the occurrence of (a) From and after the Effective Time, the Surviving Corporation Parent shall (i) cause its Articles of Incorporation all rights to indemnification and Bylaws to contain the indemnification provisions set forth in the Articles of Incorporation and Bylaws of the Company on the date of this Agreement, which provisions thereafter shall not be amended, repealed or otherwise modified after the Effective Time in any manner that could reasonably be expected to adversely affect the rights thereunder of individuals who at any time prior to the Effective Time were directors, officers or employees of the Company in respect of actions exculpation from liabilities for acts or omissions occurring at or prior to the Effective Time (including, without limitationbut not limited to, any acts or omissions in connection with this Agreement and the consummation of the transactions contemplated hereby) now existing in favor of any current and former officers, directors and employees of the Company or any of its Subsidiaries, and any Person prior to the Effective Time serving at the request of any such party as a director, officer, employee, fiduciary or agent of another corporation, partnership, trust or other enterprise, as provided in any indemnification agreement or the respective certificates or articles of organization or bylaws (or comparable organizational documents) of the Company or any of its Subsidiaries (the “Indemnified Persons”), to survive the Merger and continue in full force and effect in accordance with their terms for a period of six years after the Effective Time and (ii) guarantee the payment and performance by this Agreement). the Surviving Corporation of the indemnification and exculpation obligations set forth in clause (i) above. (b) Parent shall provide, or shall cause the Surviving Corporation to comply provide, for an aggregate period of not less than six years from the Effective Time, the Indemnified Persons an insurance policy that provides coverage for events occurring at or prior to the Effective Time (including, but not limited to, any acts or omissions in connection with this Agreement and the consummation of the transactions contemplated hereby) (the “D&O Insurance”) on the same terms of and maintain in existence any current indemnification agreements between as the Company and any of its directors or officers. In the event Company’s existing policies or, if such insurance coverage is unavailable, coverage that is on terms no less favorable to such Indemnified Persons; provided, however, that neither Parent nor the Surviving Corporation shall be required to pay an annual premium for the D&O Insurance in excess of 200% of the last annual premium that the Company paid prior to the date of this Agreement. In lieu of Parent causing the Surviving Corporation to maintain the policies as described above, Parent may elect to cause the Company to purchase immediately prior to the Effective Time a six-year “tail” pre-paid policy on terms and conditions not materially less favorable than the current directors’, officers’, employees’ and fiduciaries’ liability insurance policies (but not, in any event, to exceed in cost the present value of the aggregate amount required to be paid for the D&O Insurance pursuant to the proviso in the immediately preceding sentence), such policy to be effective as of the Effective Time. (c) The provisions of this Section 5.7 shall survive the consummation of the Merger for a period of six years and are expressly intended to benefit each of the Indemnified Persons and their respective heirs and representatives and shall be binding on Parent and the Surviving Corporation and their successors and assigns; provided, however, that in the event that any claim or claims for indemnification set forth in this Section 5.7 are asserted or made within such six-year period, all rights to indemnification in respect of any such claim or claims shall continue until disposition of any and all such claims. (d) If Parent and/or Surviving Corporation, or any of its their respective successors or assigns assigns, (ai) consolidates with or merges into any other Person and the Surviving Corporation shall not be the continuing or surviving corporation or entity of such consolidation or merger Person, or (bii) transfers or conveys all or substantially all of its properties and their businesses or assets to any other Person, then, and in each such case, to the extent necessary, a proper provision shall be made so that the successors and assigns of Parent and/or Surviving Corporation, as the Surviving Corporation case may be, shall assume the obligations of Parent and Surviving Corporation set forth in this Section 5.13. The Surviving Corporation shall obtain and maintain in effect for not less than five years after the Effective Time, the current policies of directors' and officers' liability insurance and fiduciary liability insurance maintained by the Company and the Company's subsidiaries with respect to matters occurring at or prior to the Effective Time (including, without limitation, the transactions contemplated by this Agreement), provided, that Parent may, with no lapse in coverage, substitute therefore policies of substantially the same coverage containing terms and conditions which are no less advantageous, in any material respect, to the Company's present or former directors, officers, employees, agents or other individuals otherwise covered by such insurance policies prior to the Effective Time (the "Indemnified Parties"). This5.7.

Indemnification; Directors’ and Officers’ Insurance. Subject to the occurrence of (a) From and after the Effective Time, FSI shall, and shall cause the Surviving Corporation shall cause its Articles of Incorporation to, indemnify, defend and Bylaws to contain hold harmless the indemnification provisions set forth in the Articles of Incorporation present and Bylaws former officers, directors, employees and agents of the Company on and its subsidiaries (the date "Indemnified Parties") against all losses, claims, damages, expenses or liabilities arising out of this Agreement, which provisions thereafter shall not be amended, repealed or otherwise modified after the Effective Time in any manner that could reasonably be expected related to adversely affect the rights thereunder of individuals who at any time prior to the Effective Time were directors, officers actions or employees of the Company in respect of omissions or alleged actions or omissions occurring at or prior to the Effective Time (includingi) to the full extent permitted by Delaware law or, without limitationif the protections afforded thereby to an Indemnified Person are greater, (ii) to the transactions contemplated by this Agreementsame extent and on the same terms and conditions (including with respect to advancement of expenses) provided for in the Company's Restated Certificate of Incorporation and By-Laws and agreements in effect at the date hereof (to the extent consistent with applicable law), which provisions will survive the Merger and continue in full force and effect after the Effective Time. Parent Without limiting the foregoing, (i) FSI shall, and shall cause the Surviving Corporation to, periodically advance expenses (including attorney's fees) as incurred by an Indemnified Person with respect to comply the foregoing to the full extent permitted under applicable law, and (ii) any determination required to be made with the terms of and maintain in existence any current respect to whether an Indemnified Party shall be entitled to indemnification agreements between the Company and any of its directors or officers. In the event shall, if requested by such Indemnified Party, be made by independent legal counsel selected by the Surviving Corporation or any of its successors or assigns (a) consolidates with or merges into any other Person and the Surviving Corporation shall not be the continuing or surviving corporation or entity of reasonably satisfactory to such consolidation or merger or Indemnified Party. (b) 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 FSI agrees that the successors Company, and, from and assigns of after the Effective Time, the Surviving Corporation Corporation, shall assume the obligations set forth in this Section 5.13. The Surviving Corporation shall obtain and maintain cause to be maintained in effect for not less than five six years after from the Effective Time, Time the current policies of the directors' and officers' liability insurance and fiduciary liability insurance maintained by the Company Company; provided that the Surviving Corporation may substitute therefor other policies of at least the same coverage amounts and which contain terms and conditions not less advantageous to the Company's subsidiaries beneficiaries of the current policies and provided that such substitution shall not result in any gaps or lapses in coverage with respect to matters occurring at or prior to the Effective Time (including, without limitation, the transactions contemplated by this Agreement), Time; and provided, further, that Parent may, with no lapse the Surviving Corporation shall not be required to pay an annual premium in coverage, substitute therefore policies excess of substantially 250% of the same coverage containing terms and conditions which are no less advantageous, in any material respect, to last annual premium paid by the Company's present or former directors, officers, employees, agents or other individuals otherwise covered by such insurance policies Company prior to the date hereof and if the Surviving Corporation is unable to obtain the insurance required by this Section 5.06(c) it shall obtain as much comparable insurance as possible for an annual premium equal to such maximum amount. (c) This Section 5.06 shall survive the consummation of the Merger at the Effective Time (Time, is intended to benefit the "Company, the Surviving Corporation and the Indemnified Parties"). This, shall be binding on all successors and assigns of FSI and the Surviving Corporation, and shall be enforceable by the Indemnified Parties.

Indemnification; Directors’ and Officers’ Insurance. Subject (a) Parent agrees that all rights to indemnification by the Company now existing in favor of each person who is now, or has been at any time prior to the occurrence date hereof or who becomes prior to the Effective Time an officer or director of the Company or any Subsidiary of the Company or an employee of the Company or any Subsidiary of the Company or who acts as a fiduciary under any of the Company Employee Benefit Plans (each a "Company Indemnified Party") as provided in the Company's Articles 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, copies of which have been provided to Parent, including provisions relating to the advancement of expenses incurred in the defense of any action or suit, shall survive the Merger and shall remain in full force and effect with respect to all losses, claims, damages, liabilities, fees, expenses, judgments and fines arising in whole or in part out of actions or omissions in such person's capacity as such occurring at or prior to the Effective Time. From and after the Effective Time, the Surviving Corporation shall cause its Articles of Incorporation be liable to pay and Bylaws to contain the perform in a timely manner such indemnification provisions set forth in the Articles of Incorporation and Bylaws obligations. (b) The obligations of the Company on Surviving Corporation under this Section 5.11 shall survive the date consummation of this Agreement, which provisions thereafter the Merger and shall not be amended, repealed terminated or otherwise modified after the Effective Time in any such a manner that could reasonably be expected as to adversely affect any Company Indemnified Party to whom this Section 5.11 applies without the rights thereunder consent of individuals who at any time such affected Company Indemnified Party (it being expressly agreed that the Company Indemnified Parties to whom this Section 5.11 applies shall be third party beneficiaries of this Section 5.11, each of whom may enforce the provisions of this Section 5.11). (c) The Surviving Corporation shall procure (and the Company shall cooperate prior to the Effective Time were in these efforts) a run-off directors, officers ' and officers' liability insurance policy with respect to claims arising from facts or employees of the Company in respect of actions or omissions occurring at or events which occurred prior to the Effective Time (includingand covering persons who are currently covered by such insurance, which policy, without limitationany lapse in coverage, will provide coverage for a period of six years after the transactions contemplated by this Agreement). Parent shall cause Effective Time (or the Surviving Corporation otherwise will maintain coverage for such period) and contain terms and conditions which are substantially comparable to comply the Company's existing directors' and officers' liability insurance policy; provided, that the Surviving Corporation shall not be obligated to make aggregate annual premium payments for such six-year period in respect of such policy (or coverage replacing such policy) which exceed, for the portion related to the Company's directors and officers, 200% of the annual premium payments on the Company's current policy in effect as of the date of this Agreement or, if the Surviving Corporation procures a policy covering the full six-year period, with an aggregate premium payment that exceeds 1200% of the terms Company's current annual premium for its existing policy (the "Maximum Amount"). If the amount of the premiums necessary to procure such insurance coverage exceeds the Maximum Amount, Parent or the Surviving Corporation shall maintain the most advantageous policies of directors' and maintain in existence any current indemnification agreements between officers' liability insurance obtainable for a premium equal to the Company and any of its directors or officers. Maximum Amount. (d) In the event that the Surviving Corporation or any of its successors or assigns (ai) consolidates with or merges into any other Person person and the Surviving Corporation shall not be the continuing or surviving corporation or entity of such consolidation or merger or (bii) transfers all or substantially all of its properties and assets to any Personperson, then, and in each such case, proper provision provisions shall be made so that the successors and assigns of the Surviving Corporation shall assume the obligations set forth in this Section 5.13. The Surviving Corporation 5.11 (it being agreed that this Section 5.11(d) shall obtain and maintain in effect for not less than five years after be deemed satisfied if such obligations become the Effective Time, the current policies obligations of directors' and officers' liability insurance and fiduciary liability insurance maintained any such successor or assign by the Company and the Company's subsidiaries with respect to matters occurring at or prior to the Effective Time (including, without limitation, the transactions contemplated by this Agreementoperation of law), provided, that Parent may, with no lapse in coverage, substitute therefore policies of substantially the same coverage containing terms and conditions which are no less advantageous, in any material respect, to the Company's present or former directors, officers, employees, agents or other individuals otherwise covered by such insurance policies prior to the Effective Time (the "Indemnified Parties"). This.

Indemnification; Directors’ and Officers’ Insurance. Subject to (a) Parent and Merger Sub 2 agree that, until the occurrence six (6) year anniversary date of the First Merger Effective Time, none of Parent, the Surviving Corporation nor the Surviving LLC shall cause its Articles of Incorporation and Bylaws to contain the indemnification provisions set forth in the Articles of Incorporation and Bylaws of the Company on the date of this Agreementamend, which provisions thereafter shall not be amended, repealed repeal or otherwise modified after the Effective Time modify any provision in their Organizational Documents or those of their Subsidiaries in any manner that could reasonably be expected to would affect adversely affect the rights thereunder of individuals any Person who is now, or has been at any time prior to the date of this Agreement or who becomes prior to the First Merger Effective Time were directorsTime, officers (x) a director or employees officer of the Company or any of its Subsidiaries or (y) a member, trustee, fiduciary, director or officer at the request or for the benefit of the Company or any of its Subsidiaries, in each case of clause (x) and (y), when acting in such capacity (each, an “Indemnified Person”) to indemnification, exculpation and advancement, except to the extent required by applicable Law. Parent shall, and shall cause the Surviving LLC and its Subsidiaries to, fulfill and honor any written indemnification, expense advancement or exculpation agreements between the Company or any of its Subsidiaries and any Indemnified Person existing as of the date of this Agreement and in effect immediately prior to the First Merger Effective Time. (b) The Company shall, in consultation with Parent, obtain as of the First Merger Effective Time prepaid “tail” insurance policies under the Company’s existing directors’ and officers’ liability insurance and fiduciary liability insurance coverage (“D&O Insurance”) in a form reasonably acceptable to Parent for a period of six (6) years from the First Merger Effective Time (the “Tail Policy”) with at least the same coverage and amounts and containing terms and conditions that are not less advantageous to the Indemnified Persons than under the existing D&O Insurance, in each case with respect to claims arising out of actions or relating to events which occurred before or at the First Merger Effective Time (including in connection with the Transactions contemplated by this Agreement), provided, however, that in no event shall the aggregate cost of the Tail Policy exceed 300% of the current aggregate annual premium paid the Company for the D&O Insurance; and provided, further, that if the cost of the Tail Policy exceeds such amount, the Company shall obtain a policy or policies with the greatest coverage available for a cost not exceeding such amount. Parent shall, and shall cause the Surviving LLC to, maintain the Tail Policy in full force and effect, and continue to honor the obligations thereunder. (c) Until the six (6) year anniversary date of the First Merger Effective Time, Parent and the Surviving LLC (together with their successors and assigns, the “Indemnifying Parties”) shall, to the fullest extent permitted under applicable Law, indemnify and hold harmless each Indemnified Person against all losses, claims, damages, liabilities, fees, expenses (including reasonable and documented attorneys’ fees), judgments, amounts paid in settlement or fines incurred by such Indemnified Person in connection with any pending or threatened Proceeding to the extent based on or arising out of the fact that such Indemnified Person is or was (or any acts or omissions by such Indemnified Person in his her or capacity as) a director or officer of the Company or any of its Subsidiaries at or prior to the First Merger Effective Time and pertaining to any and all matters pending, existing or occurring at or prior to the First Merger Effective Time (includingwhether asserted or claimed prior to, without limitationat or after the First Merger Effective Time), including any such matter arising under any claim with respect to the Transactions. Without limiting the foregoing, from the First Merger Effective Time until the sixth anniversary date of the First Merger Effective Time, the transactions contemplated Indemnifying Parties shall also, to the fullest extent permitted under applicable Law, advance reasonable and documented out-of-pocket costs and expenses (including reasonable and documented attorneys’ fees) incurred by the Indemnified Persons in connection with matters for which such Indemnified Persons are eligible to be indemnified pursuant to this AgreementSection 6.10(c) within fifteen (15) days after receipt by Parent of a written request for such advance, subject to the execution by such Indemnified Persons of appropriate undertakings in favor of the Indemnifying Parties to repay such advanced costs and expenses if it is ultimately determined in a final and non-appealable judgment of a court of competent jurisdiction that such Indemnified Person is not entitled to be indemnified under this Section 6.10(c). Parent shall cause the Surviving Corporation to comply with the terms of and maintain in existence any current indemnification agreements between the Company and any of its directors or officers. . (d) In the event that Parent, the Surviving Corporation LLC or any of its their Subsidiaries or any of their respective successors or assigns assignees (ai) consolidates with or merges into any other Person and the Surviving Corporation shall not be the continuing or surviving corporation or entity of such consolidation or merger or (bii) transfers all or substantially all of its properties and assets to any Person, then, and in each such case, proper provision provisions shall be made so that the successors and assigns of Parent or the Surviving Corporation LLC, as the case may be, shall assume the obligations set forth in this Section 5.136.10. Except as required by applicable Law, the obligations set forth in this Section 6.10 may not be terminated, amended or otherwise modified in any manner that adversely affects any Indemnified Person (or any other person who is a beneficiary pursuant to the D&O Insurance or the “tail” policy referred to in this Section 6.10 (and their heirs and representatives)) without the prior written consent of such affected Indemnified Person or other person. The Surviving Corporation provisions of this Section 6.10 are intended to be for the benefit of, and shall obtain and maintain in effect for not less than five years after the Effective Timebe enforceable by, the current policies Parties and each Person entitled to indemnification or insurance coverage or expense advancement pursuant to this Section 6.10, and his or her heirs and Representatives. The rights of directors' and officers' liability insurance and fiduciary liability insurance maintained by the Indemnified Persons under this Section 6.10 are in addition to any rights such Indemnified Persons may have under the Organizational Documents of the Company and the Company's subsidiaries with respect to matters occurring at or prior to the Effective Time (includingany of its Subsidiaries, without limitation, the transactions contemplated by this Agreement), provided, that Parent may, with no lapse in coverage, substitute therefore policies of substantially the same coverage containing terms and conditions which are no less advantageous, in or under any material respect, to the Company's present applicable Contracts or former directors, officers, employees, agents or other individuals otherwise covered by such insurance policies prior to the Effective Time (the "Indemnified Parties"). ThisLaw.

Indemnification; Directors’ and Officers’ Insurance. Subject to the occurrence (a) The indemnification, advancement and exculpation provisions of the Effective TimeCompany’s Amended and Restated Certificate of Incorporation, the Surviving Corporation shall cause its Articles of Incorporation Company’s Amended and Restated Bylaws to contain the indemnification provisions set forth in the Articles of Incorporation and Bylaws of those certain Indemnification Agreements by and among the Company on and its directors and certain executive officers, as in effect at the date of this Agreement, which provisions thereafter Effective Time shall not be amended, repealed or otherwise modified after for a period of six (6) years from the Effective Time in any manner that could reasonably be expected to would adversely affect the rights thereunder of individuals who at any time prior to the Effective Time were directors, officers or employees of the Company in respect of actions or omissions occurring at or prior to the Effective Time (including, without limitation, the transactions contemplated by this Agreement)Company. Parent shall cause the Surviving Corporation to comply with the terms of all such indemnification, advancement and maintain in existence any current indemnification agreements between the Company exculpation provisions. (b) The Surviving Corporation shall and any of its directors or officers. In the event Parent shall cause the Surviving Corporation to maintain the Company’s and its Subsidiaries’ existing directors’ and officers’ liability insurance (including for acts or omissions occurring in connection with this Agreement and the consummation of the transactions contemplated hereby) covering each Person covered as of the Effective Time by the Company’s officers’ and directors’ liability insurance policy (each such Person, an “Indemnified Party”) on terms with respect to coverage and amount no less favorable than those of such policy in effect on the date hereof for a period of six (6) years after the Effective Time; provided, however, that, subject to the immediately succeeding sentence, in no event shall the Surviving Corporation be required to expend in any one (1) year an amount in excess of 250% of the current annual premium paid by the Company for such insurance (such 250% amount, the “Maximum Annual Premium”); provided, further, that if the annual premiums of such insurance coverage exceed such amount, the Surviving Corporation shall be obligated to obtain a policy with the greatest coverage available for a cost not exceeding the Maximum Annual Premium. In addition, the Company may and, at Parent’s request, the Company will, purchase a six (6)-year “tail” prepaid policy prior to the Effective Time on terms and conditions no less advantageous to the Indemnified Parties than the existing directors’ and officers’ liability insurance maintained by the Company; provided, that the amount paid by the Company shall not exceed three times the Maximum Annual Premium. If such “tail” prepaid policies have been obtained by the Company prior to the Closing, the Surviving Corporation shall, and Parent shall cause the Surviving Corporation to, maintain such policies in full force and effect, and continue to honor the respective obligations thereunder, and all other obligations under this Section 7.9(b) shall terminate. (c) If Parent, the Surviving Company or any of its their respective successors or assigns (a1) consolidates with or merges into any other Person and the Surviving Corporation shall not be the continuing or surviving corporation company or entity of such consolidation or merger merger, or (b2) transfers or conveys all or substantially all of its properties and assets to any Person, thenthen the obligations of Parent or the Surviving Company, as the case may be, that are set forth under this Section 7.9 shall survive, and in each such caseto the extent necessary, proper provision shall be made so that the successors and assigns of Parent or the Surviving Corporation Company, as the case may be, shall assume the obligations set forth in this Section 5.137.9. The Surviving Corporation Parent shall obtain and maintain in effect be responsible for not less than five years after the Effective Time, the current policies of directors' and officers' liability insurance and fiduciary liability insurance maintained any breach by the Surviving Company of the provisions of this Section 7.9. (d) The provisions of this Section 7.9 are intended to be for the benefit of, and shall be enforceable by, each of the Company's subsidiaries with respect to matters occurring at or prior to the Effective Time (including, without limitation, the transactions contemplated by this Agreement), provided, that Parent may, with no lapse in coverage, substitute therefore policies of substantially the same coverage containing terms Indemnified Parties and conditions which are no less advantageous, in any material respect, to the Company's present or former directors, officers, employees, agents or other individuals otherwise covered by such insurance policies prior to the Effective Time (the "Indemnified Parties"). Thistheir heirs and legal representatives.

Indemnification; Directors’ and Officers’ Insurance. Subject (a) Parent, Merger Sub and Merger LLC agree that all rights to exculpation or indemnification arising from, relating to, or otherwise in respect of, acts or omissions occurring prior to the occurrence Effective Time now existing in favor of the current or former directors or officers of the Company and the Company Subsidiaries as provided in their respective certificates of incorporation, by-laws or other organizational documents shall survive the Merger and the Subsequent Merger and shall continue in full force and effect in accordance with their terms. For a period of no less than six (6) years from the Effective Time, Parent shall cause the Surviving Corporation shall cause its Articles to, and the Surviving Corporation shall, maintain in effect the exculpation, indemnification and advancement of Incorporation expenses provisions of the Company’s and Bylaws to contain any Company Subsidiary’s certificate of incorporation and by-laws or similar organization documents in effect as of the date of this Agreement or in any indemnification provisions set forth in the Articles of Incorporation and Bylaws agreements of the Company on or the Company Subsidiaries with any of their respective directors, officers or employees in effect as of the date of this Agreement, which provisions thereafter and shall not be amendedamend, repealed repeal or otherwise modified after the Effective Time modify any such provisions in any manner that could reasonably be expected to would adversely affect the rights thereunder of any individuals who at any time prior to immediately before the Effective Time were current or former directors, officers or employees of the Company or any Company Subsidiaries; provided, however, that all rights to exculpation, indemnification and advancement of expenses in respect of actions any Proceeding pending or omissions occurring asserted or any claim made within such period shall continue until the final disposition of such Proceeding. (b) Each of Parent and the Surviving Corporation shall, to the fullest extent permitted under applicable Law, indemnify and hold harmless (and advance funds in respect of each of the foregoing and costs of defense to) each current and former director or officer of the Company or any Company Subsidiaries (each, together with such individual’s heirs, executors or administrators, an “Indemnified Party”), in each case against any losses, claims, damages, liabilities, fees and expenses (including attorneys’ fees and disbursements), judgments, fines and amounts paid in settlement (collectively, “Losses”) in connection with any actual or threatened Proceeding, whether civil, criminal, administrative or investigative, arising out of, relating to or in connection with the fact that such Indemnified Party is or was an officer, director or fiduciary of the Company or any Company Subsidiaries at or prior to the Effective Time Time; provided, however, that the Indemnified Party to whom expenses are advanced provides an undertaking, if and only to the extent required by applicable Law, to repay such advances if it is ultimately determined that such Indemnified Party is not entitled to indemnification for such expenses. No Indemnified Party shall settle, compromise or consent to the entry of any judgment in any threatened or actual Proceeding for which indemnification could be sought by an Indemnified Party hereunder unless Parent consents in writing to such settlement, compromise or consent (includingwhich consent shall not be unreasonably withheld, without limitationconditioned or delayed). (c) Parent shall, the transactions contemplated by this Agreement). Parent in its sole discretion, either (i) provide, or shall cause the Surviving Corporation to comply provide the Company’s current directors and officers an insurance and indemnification policy or (ii) obtain, at or prior to the Effective Time, prepaid (or “tail”) directors’ and officers’ insurance and indemnification policies that, in either case, provide coverage for events occurring prior to the Effective Time for an aggregate period of not less than six (6) years from the Effective Time (the “D&O Insurance”) that are substantially similar (with respect to limits and deductibles) to the terms Company’s existing policy or, if substantially similar insurance coverage is unavailable, the best available coverage; provided, however, that Parent and the Surviving Corporation shall not be required to pay an annual premium for the D&O Insurance in excess of and maintain 300% of the last annual premium paid prior to the date of this Agreement (the “Company’s Current Premium”). If such premiums for such insurance would at any time exceed 300% of the Company’s Current Premium, then Parent shall use its reasonable best efforts to cause to be maintained policies of insurance which, in existence any current indemnification agreements between Parent’s good faith determination, provide the maximum coverage available at an annual premium equal to 300% of the Company’s Current Premium. The Company and any of its directors or officers. In represents to Parent that the event Company’s Current Premium is $865,000. (d) If Parent, the Surviving Corporation or any of its their respective successors or assigns (ai) consolidates with or merges into any other Person and the Surviving Corporation shall not be the continuing or surviving corporation or entity of such consolidation or merger or (bii) transfers or conveys all or substantially all of its properties and assets to any Personassets, then, and in each such case, proper provision shall be made so that the successors Parent and assigns of the Surviving Corporation shall ensure that such surviving corporation or entity or the transferees of such properties or assets assume the obligations set forth in this Section 5.13. The Surviving Corporation shall obtain and maintain in effect for not less than five years after the Effective Time, the current policies of directors' and officers' liability insurance and fiduciary liability insurance maintained by the Company and the Company's subsidiaries with respect to matters occurring at or prior to the Effective Time (including, without limitation, the transactions contemplated by this Agreement), provided, that Parent may, with no lapse in coverage, substitute therefore policies of substantially the same coverage containing terms and conditions which are no less advantageous, in any material respect, to the Company's present or former directors, officers, employees, agents or other individuals otherwise covered by such insurance policies prior to the Effective Time (the "Indemnified Parties"). This6.06.

Indemnification; Directors’ and Officers’ Insurance. Subject to the occurrence of (a) From and after the Effective Time, the Surviving Corporation shall cause its Articles of Incorporation Parent agrees that it will indemnify and Bylaws to contain the indemnification provisions set forth in the Articles of Incorporation hold harmless each present and Bylaws former director and officer of the Company on (each, an “Indemnified Party” and, collectively, the date of this Agreement“Indemnified Parties”) against all costs or expenses (including reasonable attorneys’ fees), which provisions thereafter shall not be amendedjudgments, repealed fines, losses, claims, damages or otherwise modified after the Effective Time liabilities incurred in connection with any manner that could reasonably be expected to adversely affect the rights thereunder of individuals who at any time prior to the Effective Time were directorsclaim, officers action, suit, proceeding or employees of the Company in respect investigation, whether civil, criminal, administrative or investigative, arising out of actions or omissions occurring at or prior to the Effective Time (including, without limitation, the transactions contemplated by this Agreement). , whether asserted or claimed prior to, at or after the Effective Time, to the fullest extent that the Company would have been permitted under the DGCL and the Company Certificate and the Company Bylaws in effect on the date hereof to indemnify such Person (and Parent shall cause also advance expenses as incurred to the Surviving Corporation fullest extent permitted under applicable Law, provided, the Person to comply whom expenses are advanced provides an undertaking to repay such advances if it is ultimately determined that such Person is not entitled to indemnification); provided, further, that any determination required to be made with respect to whether an officer’s or director’s conduct complies with the terms of standards set forth under the DGCL and maintain in existence any current indemnification agreements between the Company Certificate and the Company Bylaws shall be made by independent counsel selected by Parent. Further, Parent shall assume, perform and observe the obligations of the Company under any agreements in effect as of its the date of this Agreement to indemnify those Persons who are or have at any time been directors and officers of the Company for their acts and omissions occurring prior to the Closing Date in their capacity as officers or officersdirectors. Parent’s obligations under this Section 6.09(a) shall continue in full force and effect for a period of four (4) years from the Effective Time; provided, however, that all rights to indemnification in respect of any claim asserted or made within such period shall continue until the final disposition of such claim. (b) Any Indemnified Party wishing to claim indemnification under paragraph (a) of this Section 6.09, upon learning of any such claim, action, suit, proceeding or investigation, shall promptly notify Parent thereof, but the failure to so notify shall not relieve Parent of any liability it may have to such Indemnified Party if such failure does not materially prejudice Parent. In the event of any such claim, action, suit, proceeding or investigation (whether arising before or after the Surviving Corporation Effective Time), (i) Parent shall have the right to assume the defense thereof and Parent shall not be liable to such Indemnified Party for any legal expenses or other counsel or any other expenses subsequently incurred by such Indemnified Party in connection with the defense thereof, (ii) the Indemnified Party will cooperate in the defense of any such matter and (iii) Parent shall not be liable for any settlement effected without its prior written consent; provided, further, that Parent shall not have any obligation hereunder to any Indemnified Party if and when a court of competent jurisdiction shall ultimately determine, and such determination shall have become final, that the indemnification of such Indemnified Party in the manner contemplated hereby is prohibited by applicable Law. (c) For a period of four (4) years from the Effective Time, Parent shall use its commercially reasonable efforts to provide that portion of director’s and officer’s liability insurance (“D&O Insurance”) that serves to reimburse the present and former officers and directors (determined as of the Effective Time) of the Company (as opposed to the portion that serves to reimburse the Company) with respect to claims against such directors and officers arising from facts or events which occurred before the Effective Time, which D&O Insurance shall contain at least the same coverage and amounts, and contain terms and conditions no less advantageous, as that coverage currently provided by the Company; provided, however, that in no event shall Parent be required to expend on an annual basis more than 100% of the current amount expended on an annual basis by the Company to maintain or procure such D&O Insurance; provided, further, that if Parent is unable to maintain or obtain the D&O Insurance called for by this Section 6.09, Parent shall use its commercially reasonable efforts to obtain as much comparable insurance as is available; provided, further, that officers and directors of the Company may be required to make application and provide customary representations and warranties to Parent’s insurance carrier for the purpose of obtaining such D&O Insurance. (d) If Parent or any of its successors or assigns shall (ai) consolidates consolidate with or merges merge into any other Person corporation or entity and the Surviving Corporation shall not be the continuing or surviving corporation or entity of such consolidation or merger or (bii) transfers transfer all or substantially all of its properties and assets to any other Person, then, and in each such case, proper provision shall be made so that the successors and assigns of the Surviving Corporation Parent shall assume the obligations set forth in this Section 5.13. The Surviving Corporation shall obtain and maintain in effect for not less than five years after the Effective Time, the current policies of directors' and officers' liability insurance and fiduciary liability insurance maintained by the Company and the Company's subsidiaries with respect to matters occurring at or prior to the Effective Time (including, without limitation, the transactions contemplated by this Agreement), provided, that Parent may, with no lapse in coverage, substitute therefore policies of substantially the same coverage containing terms and conditions which are no less advantageous, in any material respect, to the Company's present or former directors, officers, employees, agents or other individuals otherwise covered by such insurance policies prior to the Effective Time (the "Indemnified Parties"). This6.09.

Indemnification; Directors’ and Officers’ Insurance. Subject to the occurrence of (a) From and after the Effective TimeTime until the sixth (6th) anniversary thereof, the Surviving Corporation shall and Parent shall cause its Articles the Surviving Corporation to indemnify and hold harmless each present and former director and officer of Incorporation the Company (in each case, when acting in such capacity), determined as of the Effective Time (the “Indemnified Parties”), against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred in connection with any Proceeding to the extent arising out of or related to such Indemnified Party’s service as a director or officer of the Company 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 the DGCL and Bylaws the Company’s certificate of incorporation or bylaws in effect on the date hereof to indemnify such Person (and Parent and the Surviving Corporation shall also advance expenses as incurred to the fullest extent permitted under applicable Law and the Company’s certificate of incorporation or bylaws in effect on the date hereof; provided that the Person to whom expenses are advanced provides an undertaking to repay such advances if it is ultimately determined that such Person is not entitled to indemnification). Without limiting the foregoing, from and after the Effective Time until the sixth (6th) anniversary thereof, the Surviving Corporation shall, and Parent shall cause the Surviving Corporation to, cause, to the fullest extent permitted under applicable Law, the certificate of incorporation and bylaws of the Surviving Corporation to contain provisions no less favorable to the Indemnified Parties with respect to the limitations of liabilities of directors and executive officers, advancement of expenses and indemnification provisions than are set forth in the Articles certificate of Incorporation incorporation and Bylaws the bylaws of the Company on as in effect as of the date of this Agreement. (b) The Company may (and if requested by Parent prior to the Closing, which provisions thereafter shall not be amendedthe Company shall), repealed obtain and fully pay for (or otherwise modified Parent may cause the Surviving Corporation to obtain and fully pay for) “tail” insurance policies with a claims period of at least six (6) years from and after the Effective Time in any manner that could reasonably be expected from insurance carriers with credit ratings the same as or better than the Company’s current insurance carriers with respect to adversely affect the rights thereunder of individuals who at any time prior directors’ and officers’ liability insurance and fiduciary liability insurance (collectively, “D&O Insurance”) with respect to the Effective Time were directors, officers matters existing or employees of the Company in respect of actions or omissions occurring at or prior to the Effective Time with benefits and levels of coverage at least as favorable as the Company’s existing policies (includingincluding in connection with this Agreement or the transactions or actions contemplated hereby) with respect to those Indemnified Parties who are currently (and any additional Indemnified Parties who prior to the Effective Time become) covered by the Company’s D&O Insurance; provided, without limitationhowever, that such “tail” insurance shall not have a one-time premium in excess of 300% of the amount per annum the Company paid for the current D&O Insurance policies; and provided further that if the aggregate premiums of such insurance coverage exceed such amount, the transactions contemplated by this Agreement). Parent Parties shall cause the Surviving Corporation be obligated to comply obtain a policy with the terms of and maintain in existence any current indemnification agreements between greatest coverage available, with respect to matters occurring prior to the Company and any of its directors Effective Time, for a cost not exceeding such amount. (c) If Parent or officers. In the event the Surviving Corporation or any of its their respective successors or assigns (ai) consolidates shall consolidate with or merges merge into any other Person corporation or entity and the Surviving Corporation shall not be the continuing or surviving corporation or entity of such consolidation or merger or (bii) transfers shall transfer all or substantially all of its properties and assets to any Personindividual, corporation or other entity, then, and in each such case, proper provision provisions shall be made so that the successors and assigns of Parent or the Surviving Corporation shall assume all of the obligations set forth in this Section 5.13. The Surviving Corporation 7.11. (d) Nothing in this Agreement is intended to, shall obtain and maintain in effect for not less than five years after the Effective Timebe construed to or shall release, the current policies of waive or impair any rights to directors' ’ and officers' liability ’ insurance and fiduciary liability insurance maintained by the Company and the Company's subsidiaries claims under any policy that is or has been in existence with respect to matters occurring at the Company for any of its directors, officers or other employees including the Indemnified Parties; it being understood and agreed that the indemnification provided for in this Section 7.11 is not prior to or in substitution of any such claims under such policies. (e) The provisions of this Section 7.11 are intended to be for the Effective Time benefit of, and shall be enforceable by, each of the Indemnified Parties and their respective heirs and legal representatives. (including, without limitation, f) The rights of the transactions contemplated by Indemnified Parties under this Agreement), provided, that Parent may, with no lapse Section 7.11 shall be in coverage, substitute therefore policies addition to any rights such Indemnified Parties may have under the certificate of substantially incorporation or bylaws of the same coverage containing terms and conditions which are no less advantageous, in Company or under any material respect, to the Company's present applicable Contracts or former directors, officers, employees, agents or other individuals otherwise covered by such insurance policies prior to the Effective Time (the "Indemnified Parties"). ThisLaws.

Indemnification; Directors’ and Officers’ Insurance. Subject to the occurrence of (a) From and after the Effective Time, the Surviving Corporation shall cause shall: (i) indemnify and hold harmless all past and present officers and directors of the Company and its Articles Subsidiaries (the “D&O Indemnified Parties”) to the full extent such persons may be indemnified by the Company and the Surviving Corporation pursuant to Delaware law and the Company’s Certificate of Incorporation and Bylaws as in effect from time to contain the indemnification provisions set forth in the Articles of Incorporation time for acts and Bylaws of the Company on the date of this Agreement, which provisions thereafter shall not be amended, repealed omissions occurring at or otherwise modified after the Effective Time in any manner that could reasonably be expected to adversely affect the rights thereunder of individuals who at any time prior to the Effective Time were directorsTime, officers and shall advance reasonable litigation expenses incurred by such D&O Indemnified Parties in connection with defending any action arising out of such acts or omissions, provided that such persons provide the requisite affirmations and undertaking, as set forth in Section 145(e) of the DGCL; and (ii) comply with the terms of any agreement in effect on the date hereof between the Company, on the one hand, and the D&O Indemnified Parties (or any other employees of the Company in respect or any of actions its Subsidiaries who are listed on Initial Schedule 5.7(a)(ii) (as such Initial Schedule 5.7(a)(ii) may be amended or supplemented pursuant to Section 5.9(a)(ii) below) (the “Covered Employees”)), on the other, providing for the indemnification, including expense reimbursement, of such D&O Indemnified Parties (or such Covered Employees) for any acts and omissions relating to their employment with, or other services performed on behalf of, the Company or its Subsidiaries. (b) In addition, Parent will provide, or cause the Surviving Corporation to provide, for a period of not less than six years after the Effective Time, the D&O Indemnified Parties an insurance and indemnification policy that provides coverage for events occurring at or prior to the Effective Time (includingthe “D&O Insurance”) that is no less favorable than the existing policy in coverage or amount or, without limitationif substantially equivalent insurance coverage is unavailable, the transactions contemplated by this Agreement). best available coverage; provided, however, that Parent shall cause and the Surviving Corporation shall not be required to comply with pay an annual premium for the terms D&O Insurance in excess of and maintain in existence any current indemnification agreements between 250% of the annual premium currently paid by the Company and any of its directors or officers. In the event for such insurance, but in such case shall purchase as much such coverage as possible for such amount. (c) If the Surviving Corporation or any of its successors or assigns (ai) consolidates shall consolidate with or merges merge into any other Person corporation or entity and the Surviving Corporation shall not be the continuing or surviving corporation or entity of such consolidation consideration or merger or (bii) transfers shall transfer all or substantially all of its properties and assets to any Personindividual, corporation or other entity, then, and in each such case, proper provision provisions shall be made so that the successors and assigns of the Surviving Corporation shall assume all of the obligations set forth in the Section 5.7. (d) The provisions of this Section 5.13. The Surviving Corporation 5.7 are intended to be for the benefit of, and shall obtain and maintain in effect for not less than five years after be enforceable by, each of the Effective Time, the current policies of directors' and officers' liability insurance and fiduciary liability insurance maintained by the Company D&O Indemnified Parties and the Company's subsidiaries with respect to matters occurring at or prior to Covered Employees, as the Effective Time (includingcase may be, without limitation, the transactions contemplated by this Agreement), provided, that Parent may, with no lapse in coverage, substitute therefore policies of substantially the same coverage containing terms and conditions which are no less advantageous, in any material respect, to the Company's present or former directors, officers, employees, agents or other individuals otherwise covered by such insurance policies prior to the Effective Time (the "Indemnified Parties"). Thistheir respective heirs and legal representatives.

Indemnification; Directors’ and Officers’ Insurance. Subject (a) For six (6) years after the Acceptance Time, Parent shall, or shall cause the Surviving Corporation to, maintain officers’ and directors’ liability insurance in respect of acts or omissions occurring prior to the occurrence Acceptance Time covering each such person currently covered by the Company’s officers’ and directors’ liability insurance policy on terms with respect to coverage and amount substantially similar to those of such policy in effect on the date hereof; provided, however, that in satisfying its obligation under this Section 6.9(a), neither Parent nor the Surviving Corporation shall be obligated to pay annual premiums in excess of 300% of the Effective amount per annum the Company paid in its last full fiscal year prior to the date hereof (the “Current Premium”) and if such premiums for such insurance would at any time exceed 300% of the Current Premium, then the Surviving Corporation shall cause to be maintained policies of insurance that, in the Surviving Corporation’s good faith judgment, provide the maximum coverage available at an annual premium equal to 300% of the Current Premium. The provisions of the immediately preceding sentence shall be deemed to have been satisfied if prepaid “tail” or “runoff” policies have been obtained by the Company prior to the Acceptance Time, which policies provide such persons currently covered by such policies with coverage for an aggregate period of six years (6) with respect to claims arising from facts or events that occurred on or before the Acceptance Time, including in respect of the transactions contemplated by this Agreement; provided, however, that the amount paid for such prepaid policies does not exceed 300% of the Current Premium. If such prepaid policies have been obtained prior to the Acceptance Time, the Surviving Corporation shall (and Parent shall cause its Articles the Surviving Corporation to), for a period of Incorporation six (6) years from the Acceptance Time, maintain such policies in full force and Bylaws effect for their full term, and continue to contain honor the indemnification provisions set forth in the Articles of Incorporation obligations thereunder. (b) From and Bylaws of the Company on the date of this Agreement, which provisions thereafter shall not be amended, repealed or otherwise modified after the Effective Acceptance Time, Parent shall cause the Surviving Corporation to: (i) indemnify and hold harmless each individual who at the Acceptance Time in any manner that could reasonably be expected to adversely affect the rights thereunder of individuals who is, or at any time prior to the Effective Acceptance Time were directorswas, officers a director or employees officer of the Company or of a Subsidiary of the Company (each an “Indemnified Party”) for any and all costs and expenses (including fees and expenses of legal counsel, which shall be advanced as they are incurred; provided that the Indemnified Party shall have made an undertaking to repay such expenses if it is ultimately determined that such Indemnified Party was not entitled to indemnification under this Section 6.9(b)), judgments, fines, penalties or liabilities (including amounts paid in settlement or compromise) imposed upon or reasonably incurred by such Indemnified Party in connection with or arising out of any action, suit or other Legal Proceeding (whether civil or criminal) in which such Indemnified Party may be involved or with which he or she may be threatened (regardless of whether as a named party or as a participant other than as a named party, including as a witness) (an “Indemnified Party Proceeding”) (A) by reason of such Indemnified Party’s being or having been such director or officer or an employee or agent of the Company or any Subsidiary of the Company or otherwise in connection with any action taken or not taken at the request of the Company or any Subsidiary of the Company or (B) arising out of such Indemnified Party’s service in connection with any other corporation or organization for which he or she serves or has served as a director, officer, employee, agent, trustee or fiduciary at the request of the Company (including in any capacity with respect to any employee benefit plan), in each of actions (A) or omissions occurring (B), whether or not the Indemnified Party continues in such position at the time such Indemnified Party Proceeding is brought or threatened and at, or at any time prior to to, the Effective Acceptance Time (including, without limitation, including any Indemnified Party Proceeding relating in whole or in part to the transactions contemplated by this AgreementAgreement or relating to the enforcement of this provision or any other indemnification or advancement right of any Indemnified Party). Parent shall cause , to the Surviving Corporation to comply with fullest extent permitted under applicable Law; and (ii) fulfill and honor in all respects the terms obligations of and maintain the Company pursuant to: (x) each indemnification agreement in existence any current indemnification agreements effect as of the date hereof between the Company and any Indemnified Party; and (y) any indemnification provision (including advancement of expenses) and any exculpation provision set forth in the Company Certificate of Incorporation or Company Bylaws as in effect on the date hereof. Parent shall pay all expenses, including reasonable attorneys’ fees, that may be incurred by Indemnified Parties in connection with their enforcement of their rights provided under this Section 6.9. Parent’s and the Surviving Corporation’s obligations under the foregoing clauses (i) and (ii) shall continue in full force and effect for a period of six (6) years from the Acceptance Time; provided, however, that all rights to indemnification, exculpation and advancement of expenses in respect of any claim asserted or made within such period shall continue until the final disposition of such claim. If Parent or the Surviving Corporation fails to comply with its directors obligations in this Section 6.9(b) and an Indemnified Party commences a suit which results in a determination that Parent or officers. In the event Surviving Corporation failed to comply with such obligation, Parent shall pay such Indemnified Party his or her costs and expenses (including reasonable attorney’s fees and disbursements) in connection with such suit, together with interest thereon at the “prime rate” as published in The Wall Street Journal, Eastern Edition, in effect on the date such payment was required to be made through the date of payment (calculated daily on the basis of a year of 365 days and the actual number of days elapsed, without compounding). (c) If Parent, the Surviving Corporation or any of its successors or assigns (ai) consolidates with or merges into any other Person and the Surviving Corporation shall not be the continuing or surviving corporation or entity Entity of such consolidation or merger or (bii) transfers or conveys all or substantially all of its properties and assets to any Person, then, and in each such case, case proper provision shall be made so that the successors and assigns of Parent or the Surviving Corporation Corporation, as the case may be, shall assume the obligations set forth in this Section 5.136.9. (d) The provisions of this Section 6.9 are (i) intended to be for the benefit of, and shall be enforceable by, each Indemnified Party, 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 any certificate of incorporation or bylaws, by contract or otherwise. The obligations of Parent and the Surviving Corporation under this Section 6.9 shall obtain not be terminated or modified in such a manner as to adversely affect the rights of any Indemnified Party unless (x) such termination or modification is required by applicable Law or (y) the affected Indemnified Party shall have consented in writing to such termination or modification (it being expressly agreed that the Indemnified Parties shall be Third Party beneficiaries of this Section 6.9). Parent and maintain in effect for not less than five years after the Effective TimeSurviving Corporation jointly and severally agree to pay or advance, the current policies upon written request of directors' an Indemnified Party, all costs, fees and officers' liability insurance and fiduciary liability insurance maintained expenses, including attorneys’ fees, that may be incurred by the Company Indemnified Parties in enforcing their indemnity rights and the Company's subsidiaries with respect to matters occurring at or prior to the Effective Time (including, without limitation, the transactions contemplated by other rights provided in this Agreement), provided, that Parent may, with no lapse in coverage, substitute therefore policies of substantially the same coverage containing terms and conditions which are no less advantageous, in any material respect, to the Company's present or former directors, officers, employees, agents or other individuals otherwise covered by such insurance policies prior to the Effective Time (the "Indemnified Parties"). ThisSection 6.9.

Indemnification; Directors’ and Officers’ Insurance. Subject to the occurrence of (a) It is understood and agreed that CPA14 shall indemnify and hold harmless, and, after the Effective Time, the Surviving Corporation Company and CPA16 shall cause its Articles indemnify and hold harmless, each director and officer of Incorporation and Bylaws to contain the indemnification provisions set forth in the Articles of Incorporation and Bylaws CPA14 or any of the Company on CPA14 Subsidiaries (the “Indemnified Parties”), as and to the same extent as such Indemnified Parties are indemnified by CPA14 or the CPA14 Subsidiaries as of the date hereof. Any Indemnified Party wishing to claim indemnification under this Section 4.8, upon learning of this Agreementany such claim, which provisions thereafter action, suit, demand, proceeding or investigation, shall not be amendednotify CPA14 and, repealed or otherwise modified after the Effective Time in any manner Time, the Surviving Company and CPA16, promptly thereof; provided that could reasonably be expected the failure to adversely so notify shall not affect the obligations of CPA14, the Surviving Company and CPA16 except to the extent such failure to notify materially prejudices such party. (b) CPA16 agrees that it shall maintain in full force and effect for a period of six years from the Effective Time all rights thereunder to indemnification existing in favor of, and all limitations of individuals who at the personal liability of, the directors and officers of CPA14 and the CPA14 Subsidiaries provided for in the CPA14 Charter or CPA14 Bylaws or any time provision of the comparable charter or organizational documents of any of the CPA14 Subsidiaries, as in effect as of the date hereof, with respect to matters occurring prior to the Effective Time were directorsTime, officers or employees of including the Company Merger; provided, however, that all rights to indemnification in respect of actions any claims (each a “Claim”) asserted or omissions occurring at or prior made within such period shall continue until the disposition of such Claim. Prior to the Effective Time, CPA16 shall purchase directors’ and officers’ liability insurance coverage for CPA14’s directors and officers, in a form reasonably acceptable to CPA14, which shall provide such directors and officers with runoff coverage for six years following the Effective Time (includingof not less than the existing coverage under, without limitationand have other terms not materially less favorable on the whole to the insured persons than, the transactions contemplated directors’ and officers’ liability insurance coverage presently maintained by this Agreement). Parent CPA14. (c) This Section 4.8 is intended for the irrevocable benefit of, and to grant third party rights to, the Indemnified Parties and shall cause be binding on all successors and assigns of XXX00, XXX00 and the Surviving Corporation Company. Each of the Indemnified Parties shall be entitled to comply with enforce the terms of and maintain covenants contained in existence any current indemnification agreements between the Company and any of its directors or officers. this Section 4.8. (d) In the event that CPA16 or the Surviving Corporation Company or any of its their successors or assigns (ai) consolidates with or merges into any other Person person or entity and the Surviving Corporation shall not be the continuing or surviving corporation company or entity of such consolidation or merger or (bii) transfers or conveys all or substantially all of its properties and assets to any Personperson or entity, then, and in each such case, proper provision shall be made so that the successors and assigns of CPA16 and the Surviving Corporation shall Company, as the case may be, assume the obligations set forth in this Section 5.13. The Surviving Corporation shall obtain and maintain in effect for not less than five years after the Effective Time, the current policies of directors' and officers' liability insurance and fiduciary liability insurance maintained by the Company and the Company's subsidiaries with respect to matters occurring at or prior to the Effective Time (including, without limitation, the transactions contemplated by this Agreement), provided, that Parent may, with no lapse in coverage, substitute therefore policies of substantially the same coverage containing terms and conditions which are no less advantageous, in any material respect, to the Company's present or former directors, officers, employees, agents or other individuals otherwise covered by such insurance policies prior to the Effective Time (the "Indemnified Parties"). This4.8.

Indemnification; Directors’ and Officers’ Insurance. Subject (a) Parent and Acquisition agree that all rights to the occurrence indemnification or exculpation now existing in favor of the Effective Timedirectors, the Surviving Corporation shall cause its Articles of Incorporation officers, employees and Bylaws to contain the indemnification provisions set forth in the Articles of Incorporation and Bylaws agents of the Company on and its Subsidiaries as provided in their respective charters or bylaws (or other similar governing instruments) or otherwise in effect as of the date of this Agreement, which provisions thereafter shall not be amended, repealed or otherwise modified after the Effective Time in any manner that could reasonably be expected hereof with respect to adversely affect the rights thereunder of individuals who at any time matters occurring prior to the Effective Time were directorsshall survive the Merger and shall continue in full force and effect. To the maximum extent permitted by the CGCL, officers or employees of such indemnification shall be mandatory rather than permissive and the Company Surviving Corporation shall advance expenses in respect of actions or omissions occurring at or prior connection with such indemnification (subject to the Effective Time Surviving Corporation's receipt of an undertaking by the indemnified party to return such advanced expenses to the Surviving Corporation if it is determined by a final, non-appealable order of a court of competent jurisdiction that such indemnified party is not entitled to retain such advanced expenses). (including, without limitation, the transactions contemplated by this Agreement). b) Parent shall cause the Surviving Corporation to comply with the terms of and maintain in existence any current indemnification agreements between effect for not less than three (3) years from the Effective Time the policies of the directors' and officers' liability and fiduciary insurance most recently maintained by the Company (provided that the Surviving Corporation may substitute therefor policies of at least the same coverage containing terms and any conditions which are no less advantageous to the beneficiaries thereof so long as such substitution does not result in gaps or lapses in coverage) with respect to matters occurring prior to the Effective Time; provided, however, that in satisfying its obligation under this Section, the Surviving Corporation shall not be obligated to pay premiums in excess of its directors or officers. 150% of the amount per annum incurred by the Company in the twelve months ended December 31, 1997 with respect to such insurance, which amount has been disclosed to Parent. (c) In the event the Surviving Corporation or any of its successors or assigns successor (ai) consolidates is consolidated with or merges into any other Person another person and the Surviving Corporation shall is not be the continuing or surviving corporation or entity of such consolidation or merger or (bii) transfers all or substantially all of its properties and assets to any Personother person in a single transaction or a series of related transactions, then, and then in each such case, case Parent shall make or cause to be made proper provision shall be made so that the successors and assigns successor or transferee of the Surviving Corporation shall assume comply in all material respect with the obligations set forth in terms of this Section 5.13. The Surviving Corporation shall obtain and maintain in effect for not less than five years after the Effective Time, the current policies of directors' and officers' liability insurance and fiduciary liability insurance maintained by the Company and the Company's subsidiaries with respect to matters occurring at or prior to the Effective Time (including, without limitation, the transactions contemplated by this Agreement), provided, that Parent may, with no lapse in coverage, substitute therefore policies of substantially the same coverage containing terms and conditions which are no less advantageous, in any material respect, to the Company's present or former directors, officers, employees, agents or other individuals otherwise covered by such insurance policies prior to the Effective Time (the "Indemnified Parties"). This5.8.

Indemnification; Directors’ and Officers’ Insurance. Subject (a) From and after the Effective Time, to the occurrence fullest extent that the Company would have been permitted under applicable Law and the Company’s Organizational Documents in effect as of the date of this Agreement, Parent and the Surviving Corporation shall, jointly and severally, indemnify, defend and hold harmless the Indemnified Parties against all costs or expenses (including reasonable and documented attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred in connection with, arising out of or otherwise related to any Proceeding, in connection with, arising out of or otherwise related to matters existing or occurring at or prior to the Effective Time, whether asserted or claimed prior to, at or after the Effective Time, and advance related expenses as incurred; provided that any Person to whom expenses are so advanced provides an undertaking to repay such advances if it is ultimately determined by final adjudication by the Chosen Courts that such Person is not entitled to such advanced expenses. (b) Prior to the Effective Time, the Company shall and, if the Company is unable to, Parent shall cause the Surviving Corporation as of the Effective Time to, obtain and fully pay the premium for “tail” insurance policies for the extension of (i) the directors’ and officers’ liability coverage of the Company’s existing directors’ and officers’ insurance policies, and (ii) the Company’s existing fiduciary liability insurance policies (collectively, “D&O Insurance”), in each case for a claims reporting or discovery period of the Tail Period with respect to any claim related to matters existing or occurring at or prior to the Effective Time from the Company’s D&O Insurance carrier as of the date of this Agreement with terms, conditions, retentions and limits of liability that are substantially identical to the Company’s existing policies; provided, however, that in no event shall the premium amount for such policies exceed the amount set forth in Section 6.09(b) of the Company Disclosure Schedule. If the Company fails to obtain such “tail” insurance policies prior to the Effective Time, the Surviving Corporation shall, and Parent shall cause its Articles the Surviving Corporation to, continue to maintain in effect for the Tail Period the D&O Insurance in place as of Incorporation the date of this Agreement with the Company’s D&O Insurance carrier as of the date of this Agreement or with one or more insurance carriers with the same or better credit rating as such carrier with terms, conditions, retentions and Bylaws limits of liability that are at least as favorable to contain the indemnification provisions set forth insureds as provided in the Articles Company’s existing policies as of Incorporation and Bylaws of the Company on the date of this Agreement, which provisions thereafter or the Surviving Corporation shall, and Parent shall cause the Surviving Corporation to, purchase comparable D&O Insurance for the Tail Period with terms, conditions, retentions and limits of liability that are at least as favorable as provided in the Company’s existing policies as of the date of this Agreement and from an insurance carrier with the same or better credit rating as the Company’s D&O Insurance carrier as of the date of this Agreement, in each case providing coverage with respect to any matters existing or occurring at or prior to the Effective Time; provided, however, that in no event shall the annual cost of such D&O Insurance exceed during the Tail Period the amount set forth in Section 6.09(b) of the Company Disclosure Schedule; and provided further, that if the cost of such insurance coverage exceeds such amount, the Surviving Corporation shall, and Parent shall cause the Surviving Corporation to, obtain a policy with the greatest coverage available for a cost not exceeding such amount. (c) All rights to indemnification, advancement of expenses and exculpation by the Company existing in favor of the Indemnified Parties for their acts and omissions occurring prior to the Effective Time, as provided in the certificate of incorporation and bylaws of the Company (as in effect as of the date hereof) and as provided in the indemnification agreements between the Company and said Indemnified Parties in the forms made available by the Company to Parent or Parent’s Representatives, shall survive the consummation of the Offer and the Merger and shall not be amended, repealed or otherwise modified after the Effective Time in any manner that could reasonably would be expected less favorable in any material respect to adversely affect the such Indemnified Parties than such rights thereunder of individuals who at any time existing prior to the Effective Time were directorsTime, officers or employees of the Company in respect of actions or omissions occurring at or prior to the Effective Time (includingand shall be observed by Parent, without limitation, the transactions contemplated by this Agreement). Parent shall cause the Surviving Corporation and their successors and assigns to comply with the terms fullest extent available under applicable Law for a period of six (6) years from the Effective Time. Any claim made pursuant to such rights within such six (6)-year period shall continue to be subject to this Section 6.09(c) and maintain in existence any current indemnification agreements between the Company and any all rights provided under this Section 6.09 until disposition of its directors such claim. (d) If Parent or officers. In the event the Surviving Corporation or any of its their respective successors or assigns (ai) consolidates shall consolidate with or merges merge into any other Person and the Surviving Corporation shall not be the continuing or surviving corporation or entity Person of such consolidation or merger or (bii) transfers shall transfer all or substantially all of its properties and assets to any Person, then, and in each such case, proper provision provisions shall be made so that the successors and assigns of Parent or the Surviving Corporation shall assume all the obligations set forth in this Section 5.136.09. (e) The rights of each Indemnified Party hereunder shall be in addition to, and not in limitation of, any other rights such Indemnified Party may have under the Organizational Documents of the Company or any of its Subsidiaries or the Surviving Corporation, any other indemnification agreement or arrangement, the DGCL or otherwise. The Surviving Corporation shall obtain provisions of this Section 6.09 are intended to be for the benefit of, and maintain in effect for not less than five years from and after the Effective TimeTime shall be enforceable by, each of the current policies of directors' and officers' liability insurance and fiduciary liability insurance maintained by the Company and the Company's subsidiaries with respect to matters occurring at or prior to the Effective Time (including, without limitation, the transactions contemplated by this Agreement), provided, that Parent may, with no lapse in coverage, substitute therefore policies of substantially the same coverage containing terms and conditions which are no less advantageous, in any material respect, to the Company's present or former directors, officers, employees, agents or other individuals otherwise covered by such insurance policies prior to the Effective Time (the "Indemnified Parties"), who shall be third-party beneficiaries of this Section 6.09. ThisThis Section 6.09 may not be amended, altered or repealed after the Offer Acceptance Time in such a manner as to adversely affect the rights of any Indemnified Party or any of their successors, assigns or heirs without the prior written consent of the affected Indemnified Party.

Indemnification; Directors’ and Officers’ Insurance. Subject (a) Until the sixth (6th) anniversary of the Closing Date, the Company shall maintain in effect and continue to provide to the occurrence fullest extent permitted by applicable Law all rights to indemnification, advancement of expenses, exculpation, and other limitations on Liability currently existing in favor of any current or former officer, manager, director, or similar individual of the Effective TimeContributed Entities, the Surviving Corporation shall cause its Articles of Incorporation Contributor Subsidiaries, the Company, the Company Subsidiaries, or the Company JVs or Permian Highway JV (solely with respect to the Company JVs or Permian Highway JV, to the extent such Person was appointed by the Company or a Company Subsidiary) (the “D&O Indemnitees”) under, and Bylaws to contain in no event on terms no less favorable than those contained in, the indemnification provisions set forth in the Articles of Incorporation and Bylaws Organizational Documents of the Contributed Entities, the Contributor Subsidiaries, the Company, or the Company Subsidiaries, as applicable, in effect on the date of this Agreement, which provisions thereafter shall not be amended, repealed or otherwise modified after the Effective Time in Closing Date and any manner that could reasonably be expected to adversely affect the rights thereunder of individuals who at any time prior to the Effective Time were directors, officers or employees of the Company in respect of actions or omissions occurring at or prior to the Effective Time (including, without limitation, the transactions contemplated by this Agreement). Parent shall cause the Surviving Corporation to comply with the terms of and maintain in existence any current written indemnification agreements between the Company and with any of its directors or officersD&O Indemnitee. In the event that the Surviving Corporation Company or any Company Subsidiary, or any of its or their respective successors or assigns (ai) consolidates with or merges into any other Person and the Surviving Corporation shall is not be the continuing or surviving corporation or entity Person of such consolidation or merger or (bii) transfers or conveys all or substantially all a majority of its properties and assets to any Person, then, and then in each such case, proper provision shall be made so that the successors and assigns of the Surviving Corporation Company and the Company Subsidiaries, as the case may be, shall assume succeed to and be bound by the obligations set forth in this Section 5.135.14. The Surviving Corporation obligations of the Company under this Section 5.14 shall not be terminated or modified in such a manner as to materially and adversely affect any D&O Indemnitee to whom this Section 5.14 applies without the written consent of such affected D&O Indemnitee. (b) Prior to the Closing, the Contributed Entities shall obtain and maintain fully pay the premium for “tail” insurance policies for the extension of the directors’ and officers’ liability insurance coverage of the Contributed Entities’ existing directors’ and officers’ liability insurance policies, in effect for each case, with a claims period of six (6) years from the Closing Date and with at least the same coverage and amounts and containing terms and conditions that are not less than five years after advantageous to such directors and officers, in each case with respect to claims arising out of or relating to events which occurred before or at the Effective TimeClosing (including in connection with the Transactions). (c) Prior to the Closing, subject to the Contributed Entities’ written consent (not to be unreasonably withheld, conditioned, or delayed), the current Company shall elect to either: (i) Obtain and fully pay the premium for “tail” insurance policies for the extension of the directors' ’ and officers' ’ liability insurance coverage of the Company’s existing directors’ and fiduciary officers’ liability insurance maintained policies, in each case, with a claims period of six (6) years from the Closing Date and with at least the same coverage and amounts and containing terms and conditions that are not less advantageous to such directors and officers, in each case with respect to claims arising out of or relating to events which occurred before or at the Closing (including in connection with the Transactions); provided, however, that in no event will the Company be required to expend an annual premium for such coverage in excess of 300% percent of the last annual premium paid by the Company or the Contributed Entities, as applicable, for such insurance prior to the Execution Date. If such insurance coverage cannot be obtained at an annual premium equal to or less than such maximum annual premium amount, the Company shall obtain the greatest coverage available for a cost not exceeding an annual premium equal to such maximum annual premium amount. If the Company elects to obtain such “tail” policies, the Company and Contributed Entities shall cooperate in good faith to obtain appropriate “go-forward” directors’ and officers’ liability insurance policies to cover the post-Closing directors and officers of the Company; or (ii) Continue existing directors’ and officers’ liability insurance coverage under the Company’s existing directors’ and officers’ liability insurance policies following Closing to cover the post-Closing directors and officers of the Company, subject to obtaining any consents necessary to continue such coverage following Closing. On the Closing Date, the Company shall enter into customary indemnification agreements reasonably satisfactory to each of the Company and the Company's subsidiaries Contributed Entities with respect to matters occurring at or prior to the Effective Time (including, without limitation, the transactions contemplated by this Agreement), provided, that Parent may, with no lapse in coverage, substitute therefore policies post-Closing directors and officers of substantially the same coverage containing terms and conditions which are no less advantageous, in any material respect, to the Company's present , which indemnification agreements shall continue to be effective following the Closing. For the avoidance of doubt, any indemnification agreements with the pre-Closing directors and officers of the Company or former directorsthe Contributed Entities in effect as of the date hereof shall continue to be effective following the Closing, officers, employees, agents or other individuals otherwise covered by and the Company shall honor and fully perform such insurance policies prior to the Effective Time (the "Indemnified Parties"). Thisindemnification agreements.

Indemnification; Directors’ and Officers’ Insurance. Subject to the occurrence of (a) From and after the Effective Time, Parent shall, and shall cause the Surviving Corporation to, indemnify, advance expenses to, and hold harmless the present and former officers and directors of the Company, in each case to the fullest extent permitted by law, in respect of acts or omissions occurring prior to or after the Effective Time. From and after the Effective Time, Parent shall cause its Articles the certificate of Incorporation incorporation and Bylaws bylaws of the Surviving Corporation to contain provisions substantially similar in terms of the rights granted in the provisions with respect to indemnification provisions and insurance set forth in the Articles Company’s certificate of Incorporation incorporation and Bylaws of the Company bylaws in effect on the date of this Agreementhereof, which provisions thereafter shall not be amended, repealed or otherwise modified after amended in any manner prior to the sixth anniversary of the Effective Time in any manner that could reasonably be expected to would adversely affect the rights thereunder of individuals who at any time prior to the Effective Time were directorsCompany’s employees, agents, directors or officers or employees of the Company in respect of actions for acts or omissions occurring at on or prior to the Effective Time Time, except if such amendment is required by applicable Law. (includingb) With respect to acts or omissions occurring on or prior to the Effective Time, without limitation, the transactions contemplated by this Agreement). Parent shall cause and the Surviving Corporation shall, until the sixth anniversary of the Effective Time and for so long thereafter as any claim for insurance coverage asserted on or prior to comply with such date has not been fully adjudicated, cause to be maintained in effect, at no cost to the terms beneficiaries thereof, to the extent available, the policies of directors’ and maintain in existence any current indemnification agreements between officers’ liability insurance maintained by the Company and any as of its directors the date hereof to the extent that such insurance coverage can be maintained at an annual cost to the Surviving Corporation of not greater than 250% of the annual premium for the Company’s current insurance policies and, if such insurance coverage cannot be so purchased or officers. maintained at such cost, providing as much of such insurance as can be so purchased or maintained at such cost. (c) In the event the Surviving Corporation or any of its successors or assigns (ai) consolidates with or merges into any other Person and the Surviving Corporation shall not be the continuing or surviving corporation or entity of such consolidation or merger or (bii) transfers all or substantially all of its properties and assets to any Person, then, and in each such case, proper provision provisions shall be made so that the successors and assigns of the Surviving Corporation shall assume the its obligations set forth in this Section 5.13. The Surviving Corporation shall obtain and maintain in effect for not less than five years after the Effective Time, the current policies of directors' and officers' liability insurance and fiduciary liability insurance maintained by the Company and the Company's subsidiaries with respect to matters occurring at or prior to the Effective Time (including, without limitation, the transactions contemplated by this Agreement), provided, that Parent may, with no lapse in coverage, substitute therefore policies of substantially the same coverage containing terms and conditions which are no less advantageous, in any material respect, to the Company's present or former directors, officers, employees, agents or other individuals otherwise covered by such insurance policies prior to the Effective Time (the "Indemnified Parties"). This6.6.

Indemnification; Directors’ and Officers’ Insurance. Subject (a) Newco agrees that all rights to indemnification existing in favor of the present or former directors, officers and employees of the Company (as such) or any of its Subsidiaries or present or former directors, officers and employees of the Company or any of its Subsidiaries serving or who served at the Company's or any of its Subsidiaries' request as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, as provided in the Company's certificate of incorporation or bylaws, or the articles of incorporation, bylaws or similar documents of any of the Company's Subsidiaries and the indemnification agreements with such present and former directors, officers and employees as in effect as of the date hereof with respect to matters occurring at or prior to the occurrence Effective Time, shall survive the Merger and shall continue in full force and effect and without modification (other than modifications which would enlarge the indemnification rights) for a period of six years after the Effective Time, and the Surviving Corporation shall comply fully with its obligations hereunder and thereunder. Without limiting the foregoing, the Company shall, and after the Effective Time, the Surviving Corporation shall cause its Articles periodically advance expenses as incurred with respect to the foregoing (including with respect to any action to enforce rights to indemnification or the advancement of Incorporation expenses) to the fullest extent permitted under applicable Law; PROVIDED, HOWEVER, that the person to whom the expenses are advanced provides an undertaking (without delivering a bond or other security) to repay such advance if it is ultimately determined that such person is not entitled to indemnification. (b) The Company shall, and Bylaws to contain the indemnification provisions set forth in the Articles of Incorporation from and Bylaws of the Company on the date of this Agreement, which provisions thereafter shall not be amended, repealed or otherwise modified after the Effective Time in any manner that could reasonably be expected to adversely affect Time, the rights thereunder Surviving Corporation shall, for a period of individuals six years after the Effective Time, indemnify, defend and hold harmless each person who is now, or has been at any time prior to the date of this Agreement or who becomes prior to the Effective Time were directorsTime, officers an officer, director, employee or employees agent of the Company or any of its Subsidiaries (collectively, the "Indemnified Parties") against all losses, expenses (including attorneys' fees), claims, damages, liabilities or amounts that are paid in respect settlement with the approval of the indemnifying party (which approval shall not be unreasonably withheld) of, or otherwise in connection with, any threatened or actual claim, action, suit, proceeding or investigation (a "Claim"), based in whole or in part on or arising in whole or in part out of the fact that the Indemnified Party (or the person controlled by the Indemnified Party) is or was a director, officer, employee or agent of the Company or any of its Subsidiaries and pertaining to any matter existing or arising out of actions or omissions occurring at or prior to the Effective Time (including, without limitation, any Claim arising out of this Agreement or any of the transactions contemplated hereby), whether asserted or claimed prior to, at or after the Effective Time, in each case to the fullest extent permitted under Delaware law, and shall pay any expenses, as incurred, in advance of the final disposition of any such action or proceeding to each Indemnified Party to the fullest extent permitted under Delaware law. In determining whether an Indemnified Party is entitled to indemnification under this Section 5.5, if requested by this Agreement). Parent such Indemnified Party, such determination shall cause be made by special, independent counsel selected by the Surviving Corporation and approved by the Indemnified Party (which approval shall not be unreasonably withheld), and who has not otherwise performed services for the Surviving Corporation or its affiliates within the last three years (other than in connection with such matters). Without limiting the foregoing, in the event any such claim, action, suit, proceeding or investigation is brought against any Indemnified Parties (whether arising before or after the Effective Time), (i) the Indemnified Parties may retain the Company's regularly engaged independent legal counsel or counsel satisfactory to comply with the terms of them and maintain in existence any current indemnification agreements between reasonably satisfactory to the Company (or satisfactory to them and reasonably satisfactory to the Surviving Corporation after the Effective Time), and the Company (or after the Effective Time, the Surviving Corporation) shall pay all reasonable fees and expenses of such counsel for the Indemnified Parties as promptly as statements therefor are received; and (ii) the Company (or after the Effective Time, the Surviving Corporation) will use all reasonable efforts to assist in the vigorous defense of any such matter, provided that neither the Company nor the Surviving Corporation shall be liable for any settlement effected without its prior written consent, which consent shall not unreasonably be withheld. In the event of any Claim, any Indemnified Party wishing to claim indemnification will promptly notify the Company (or after the Effective Time, the Surviving Corporation) thereof (provided that failure to so notify the Surviving Corporation will not affect the obligations of the Surviving Corporation except to the extent that the Surviving Corporation shall have been prejudiced as a result of such failure) and shall deliver to the Company (or after the effective Time, the Surviving Corporation) the undertaking contemplated by Section 145(e) of the DGCL, but without any requirement for the posting of a bond. Without limiting the foregoing, in the event any such Claim is brought against any of the Indemnified Parties, such Indemnified Parties may retain only one law firm (plus one local counsel, if necessary) to represent them with respect to each such matter unless the use of counsel chosen to represent the Indemnified Parties would present such counsel with a conflict of interest, or the representation of all of the Indemnified Parties by the same counsel would be inappropriate due to actual or potential differing interests between them, in which case such additional counsel as may be required (as shall be reasonably determined by the Indemnified Parties and the Company or the Surviving Corporation, as the case may be) may be retained by the Indemnified Parties at the cost and expense of the Company (or the Surviving Corporation) and the Company (or the Surviving Corporation) shall pay all reasonable fees and expenses of such counsel for such Indemnified Parties. The Company (or the Surviving Corporation) shall use all reasonable efforts to assist in the vigorous defense of any such Claim, provided that the Company (or the Surviving Corporation) shall not be liable for any settlement effected without its directors written consent, which consent, however, shall not be unreasonably withheld. Notwithstanding the foregoing, nothing contained in this Section 5.5 shall be deemed to grant any right to any Indemnified Party which is not permitted to be granted to an officer, director, employee or agent of the Company under Delaware law, assuming for such purposes that the Company's certificate of incorporation and bylaws provide for the maximum indemnification permitted by law. (c) For a period of six years after the Effective Time, the Surviving Corporation shall maintain officers. ' and directors' liability insurance and fiduciary liability insurance ("D&O Insurance") covering the persons described in paragraph (a) of this Section 5.5 (whether or not they are entitled to indemnification thereunder) who are currently covered by the Company's existing officers' and directors' or fiduciary liability insurance policies on terms no less advantageous to such indemnified parties than such existing insurance; PROVIDED that the Surviving Corporation will not be required to pay an annual premium therefor in excess of 200% of the last annual premium paid prior to the date hereof (the "Current Premium"); and, PROVIDED, FURTHER, that if the existing D&O Insurance expires, is terminated or canceled during the six-year period, the Surviving Corporation will use reasonable efforts to obtain as much D&O Insurance as can be obtained for the remainder of such period for a premium on an annualized basis not in excess of 200% of the Current Premium. (d) In the event the Surviving Corporation or any of its respective successors or assigns (ai) consolidates with or merges into any other Person and the Surviving Corporation shall is not be the continuing or surviving corporation or entity of such consolidation or merger or (bii) transfers all or substantially all of its properties and assets to any Person, then, and in each such case, proper provision provisions shall be made so that the successors and assigns of the Surviving Corporation shall assume such Person assumes the obligations set forth in this Section 5.135.5. (e) The Company will honor the indemnification agreements identified in SCHEDULE 5.5(e). The Surviving Corporation shall obtain Company may, with the consent of Newco, enter into substantially similar indemnification agreements with other directors and maintain in effect for not less than five years after the Effective Time, the current policies officers of directors' and officers' liability insurance and fiduciary liability insurance maintained by the Company and the Company's subsidiaries with respect to matters occurring . (f) This Section 5.5, which shall survive the consummation of the Merger at or prior to the Effective Time (includingand shall continue for the periods specified herein, without limitationis intended to benefit the Company, the transactions contemplated by Surviving Corporation, and any Person referenced in this Section 5.5 or indemnified hereunder each of whom may enforce the provisions of this Section 5.5 (whether or not parties to this Agreement), provided, that Parent may, with no lapse in coverage, substitute therefore policies of substantially the same coverage containing terms and conditions which are no less advantageous, in any material respect, to the Company's present or former directors, officers, employees, agents or other individuals otherwise covered by such insurance policies prior to the Effective Time (the "Indemnified Parties"). This.

Indemnification; Directors’ and Officers’ Insurance. Subject Parent and Merger Sub agree that all rights to the occurrence indemnification, exculpation and advancement of the Effective Time, the Surviving Corporation shall cause its Articles expenses existing as of Incorporation and Bylaws to contain the indemnification provisions set forth in the Articles of Incorporation and Bylaws of the Company on the date of this AgreementAgreement in favor of the directors, which officers, employees, fiduciaries, trustees and agents of each Group Company, as provided in the Group Companies’ respective Organizational Documents or otherwise in effect as of the date hereof with respect to any matters occurring prior to the Closing Date, shall survive the transactions contemplated by this Agreement and shall continue in full force and effect and that Parent, from and after the Closing, shall cause the Group Companies to perform and discharge the Group Companies’ obligations to provide such indemnification, exculpation and advancement of expenses. To the maximum extent permitted by applicable Law, such DOC ID - 32901658.22 69 indemnification shall be mandatory rather than permissive, and Parent, from and after the Closing, shall cause the Group Companies to advance expenses in connection with such indemnification as provided in the applicable Group Company’s Organizational Documents as in effect as of the date hereof or other applicable agreements. For not less than six (6) years from and after the Closing Date, the indemnification, liability limitation, exculpation or advancement of expenses provisions thereafter of the Group Companies’ respective Organizational Documents shall not be amended, repealed or otherwise modified after with respect to any matters occurring prior to the Effective Time Closing Date in any manner that could reasonably be expected to would adversely affect the rights thereunder of individuals who who, as of the Closing Date or at any time prior to the Effective Time Closing Date, were directors, officers or employees of the Company in respect of actions or omissions occurring at or prior to the Effective Time (including, without limitation, the transactions contemplated by this Agreement). Parent shall cause the Surviving Corporation to comply with the terms of and maintain in existence any current indemnification agreements between the Company and any of its directors or officers. In the event the Surviving Corporation or any of its successors or assigns (a) consolidates with or merges into any other Person and the Surviving Corporation shall not be the continuing or surviving corporation or entity of such consolidation or merger or (b) 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 the Surviving Corporation shall assume the obligations set forth in this Section 5.13. The Surviving Corporation shall obtain and maintain in effect for not less than five years after the Effective Time, the current policies of directors' and officers' liability insurance and fiduciary liability insurance maintained by the Company and the Company's subsidiaries with respect to matters occurring at or prior to the Effective Time (including, without limitation, the transactions contemplated by this Agreement), provided, that Parent may, with no lapse in coverage, substitute therefore policies of substantially the same coverage containing terms and conditions which are no less advantageous, in any material respect, to the Company's present or former directors, officers, employees, fiduciaries, trustees or agents or other individuals otherwise covered of any Group Company, unless such modification is required by such insurance policies prior to the Effective Time (the "Indemnified Parties"). Thisapplicable law.

Indemnification; Directors’ and Officers’ Insurance. Subject to the occurrence of (a) For six (6) years after the Effective Time, Parent shall, and shall cause the Surviving Corporation shall cause and its Articles of Incorporation subsidiaries to, honor and Bylaws to contain fulfill in all respects the indemnification provisions set forth in the Articles of Incorporation and Bylaws obligations of the Company on and its subsidiaries under any and all indemnification agreements disclosed in Section 2.22(a) of the date Company Disclosure Schedule between the Company or any of this Agreementits subsidiaries and any of its current or former directors and officers (the “Indemnified Parties”). In addition, which 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 and its subsidiaries to contain provisions thereafter with respect to indemnification and exculpation that are at least as favorable to the beneficiaries thereof as the indemnification and exculpation provisions contained in the certificate or articles of incorporation and bylaws (or other similar organizational documents) of the Company and its subsidiaries immediately prior to the Effective Time, and during such six (6) year period, such provisions shall not be amended, repealed or otherwise modified after the Effective Time in any manner that could reasonably be expected to adversely affect the rights thereunder respect, except as required by applicable Law. For purposes of individuals who at any time this Section 5.10(a), those provisions providing for indemnification and exculpation contained in Parent’s certificate of incorporation and bylaws immediately prior to the Effective Time were shall be deemed to be sufficient in scope to satisfy Parent’s obligations as to such indemnification and exculpation provisions if maintained through such six (6) year period. (b) For six (6) years after the Effective Time, Parent shall, and shall cause the Surviving Corporation to, maintain in effect an officers’ and directors, officers or employees of ’ liability insurance policy (the Company “D&O Policy”) in respect of actions acts or omissions occurring at on or prior to the Effective Time (includingcovering each such Person currently covered by such policy of the Company as in effect on the date hereof on terms that in the aggregate are no less favorable to such Persons than those of such policy of the Company as in effect on the date hereof, without limitationwhich policy may be a “tail” or “runoff” policy; provided that, in satisfying their obligations under this Section 5.10(b), Parent and Surviving Corporation shall not be obligated to pay annual premiums in excess of 125% of the transactions contemplated by this Agreement). Annual Premium or a premium for the tail or runoff policy in excess of 200% of the Annual Premium; provided, however, that if Parent shall cause and the Surviving Corporation would otherwise be required to comply with expend more than 125% of the terms Annual Premium for an annual policy or more than 200% of and maintain in existence any current indemnification agreements between the Annual Premium for such a tail or runoff policy, then they shall obtain as much comparable insurance as possible for an annual premium equal to 125% of the Annual Premium or a premium equal to 200% of the Annual Premium, as the case may be. Notwithstanding the foregoing, prior to the Effective Time, the Company may purchase a directors’ and any officers’ liability insurance tail or runoff insurance program, in form and substance reasonably satisfactory to Parent, effective as of its directors the Effective Time, covering a period of six (6) years from and after the Effective Time with respect to acts or officersomissions occurring on or prior to the Effective Time; provided that the premium for such coverage shall not exceed 200% of the Annual Premium. In the event that the Surviving Corporation Company purchases such a “tail” or any of its successors or assigns (a) consolidates with or merges into any other Person “runoff” policy prior to the Effective Time, Parent and the Surviving Corporation shall not be the continuing maintain such tail or surviving corporation or entity runoff policy in full force and effect in lieu of such consolidation or merger or (b) transfers all or substantially all other obligations of its properties Parent and assets to any Person, then, and in each such case, proper provision shall be made so that the successors and assigns of the Surviving Corporation under the first sentence of this Section 5.10(b) for so long as such tail or runoff policy shall assume be maintained in full force and effect. The Company represents to Parent that the obligations amount per annum the Company paid for the D&O Policy for the period from January 1, 2007 to December 31, 2007 (the “Annual Premium”) is as set forth in Section 5.10(b) of the Company Disclosure Schedule. Neither Parent or the Company shall be deemed in breach of their obligations to maintain any insurance policy pursuant to this Section 5.13. The Surviving Corporation shall obtain and maintain in effect for not less than five years after the Effective Time, the current policies of directors' and officers' liability 5.10(b) as to any Indemnified Party that is denied coverage under such insurance and fiduciary liability insurance maintained policy by the Company and issuer or underwriter thereof as a result of any act or omission of an Indemnified Person in connection with the Company's subsidiaries with respect to matters occurring at or prior to the Effective Time (including, without limitation, the transactions contemplated by this Agreement), provided, that Parent may, with no lapse in coverage, substitute therefore policies of substantially the same coverage containing terms and conditions which are no less advantageous, in any material respect, to the Company's present or former directors, officers, employees, agents or other individuals otherwise covered by application for such insurance policies prior to the Effective Time (the "Indemnified Parties"). Thispolicy or any claim thereunder.

Indemnification; Directors’ and Officers’ Insurance. Subject to (a) From and after the occurrence Effective Time until the sixth anniversary of the Effective Time, Parent shall indemnify, advance expenses to, and hold harmless the present and former officers and directors of the Company and its Subsidiaries, in each case to the fullest extent permitted by law, in respect of acts or omissions occurring prior to or after the Effective Time. From and after the Effective Time, Parent shall cause the articles of incorporation and by-laws of the Surviving Corporation shall cause its Articles of Incorporation and Bylaws to contain provisions substantially similar in terms to the rights granted in the provisions with respect to indemnification provisions and insurance set forth in the Articles of Incorporation Company Charter and Bylaws of the Company By-laws in effect on the date of this Agreementhereof, which provisions thereafter shall not be amended, repealed or otherwise modified after amended in any manner prior to the sixth anniversary of the Effective Time in any manner that could reasonably be expected to would adversely affect the rights thereunder of individuals who at any time prior to the Effective Time were directorsCompany’s employees, agents, directors or officers or employees of the Company in respect of actions for acts or omissions occurring at on or prior to the Effective Time (includingTime, without limitation, except if such amendment is required by applicable law. Any determination required to be made with respect to whether an officer’s or director’s conduct complies with the transactions contemplated standards set forth in the Company Charter or the Company By-laws shall be made by this Agreement)independent counsel selected by Parent and reasonably acceptable to such officer or director. Parent shall cause pay such counsel’s fees and expenses so long as such officer or director does not challenge any such determination by such independent counsel. With respect to acts or omissions occurring on or prior to the Effective Time, Parent and the Surviving Corporation shall, until the sixth anniversary of the Effective Time and for so long thereafter as any claim for insurance coverage asserted on or prior to comply with such date has not been fully adjudicated, cause to be maintained in effect, at no cost to the terms beneficiaries thereof, to the extent available, the policies of directors’ and maintain in existence any current indemnification agreements between officers’ liability insurance maintained by the Company and any its Subsidiaries as of its directors the date hereof to the extent that such insurance coverage can be maintained at an annual cost to the Surviving Corporation of not greater than 200% of the annual premium for the Company’s current insurance policies and, if such insurance coverage cannot be so purchased or officers. maintained at such cost, providing as much of such insurance as can be so purchased or maintained at such cost. (b) In the event the Surviving Corporation or any of its successors or assigns (ai) consolidates with or merges into any other Person and the Surviving Corporation shall not be the continuing or surviving corporation or entity of such consolidation or merger or (bii) transfers all or substantially all of its properties and assets to any Person, then, and in each such case, proper provision provisions shall be made so that the successors and assigns of the Surviving Corporation shall assume the its obligations set forth in this Section 5.13. The Surviving Corporation shall obtain and maintain in effect for not less than five years after the Effective Time, the current policies of directors' and officers' liability insurance and fiduciary liability insurance maintained by the Company and the Company's subsidiaries with respect to matters occurring at or prior to the Effective Time (including, without limitation, the transactions contemplated by this Agreement), provided, that Parent may, with no lapse in coverage, substitute therefore policies of substantially the same coverage containing terms and conditions which are no less advantageous, in any material respect, to the Company's present or former directors, officers, employees, agents or other individuals otherwise covered by such insurance policies prior to the Effective Time (the "Indemnified Parties"). This5.7.

Indemnification; Directors’ and Officers’ Insurance. Subject (a) Prior to or at the Closing, the Company may elect to purchase a fully prepaid “tail” policy under the Company’s existing directors’ and officers’ liability and fiduciary liability insurance policy, at no expense to the occurrence beneficiaries, which (i) has an effective term of six years from the Effective Time, (ii) covers those persons who are currently covered by the Surviving Corporation shall cause its Articles of Incorporation Company’s existing directors’ and Bylaws to contain the indemnification provisions set forth officers’ liability insurance policy in the Articles of Incorporation and Bylaws effect as of the Company on the date of this AgreementClosing Date for matters, which provisions thereafter shall not be amended, repealed or otherwise modified after the Effective Time in any manner that could reasonably be expected to adversely affect the rights thereunder of individuals who at any time prior to the Effective Time were directors, officers or employees of the Company in respect of actions acts or omissions occurring at or prior to the Effective Time and (including, without limitationiii) contains other coverage terms comparable to those under the Company’s existing directors’ and officers’ liability insurance policy (such policy, the transactions contemplated by this Agreement“D&O Tail Policy”). Parent shall If the Merger is consummated, then Acquiror will not cancel the D&O Tail Policy during its term. (b) If the Company purchasers the D&O Tail Policy, then for a period of six years from the Effective Time, Acquiror will cause the Surviving Corporation to comply with the terms of and maintain in existence any current indemnification agreements between effect the Company and any of its directors or officersD&O Tail Policy. In addition, Acquiror shall, for a period of at least six years from the event Effective Time, cause the Surviving Corporation or any certificate of its successors or assigns (a) consolidates with or merges into any other Person incorporation and the Surviving Corporation shall not be the continuing or surviving corporation or entity of such consolidation or merger or (b) 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 by-laws of the Surviving Corporation shall assume to contain provisions no less favorable with respect to indemnification and exculpation of former or present directors, officers and employees (the obligations “D&O Indemnified Persons”) than are presently set forth in the Certificate of Incorporation and bylaws of the Company, which provisions shall not be amended, repealed or otherwise modified (by merger or otherwise) in any manner that would adversely affect the rights thereunder of any such individuals. (c) The rights of the D&O Indemnified Parties under this Section 5.135.11 shall be in addition to, and shall not in any way limit, any rights such D&O Indemnified Parties may have under the certificate of incorporation or bylaws (or similar organizational documents) of the Companies Group, or under any applicable Contracts or Laws. The Surviving Corporation Parties agree that each D&O Indemnified Person (including his or her heirs, executors or administrators and his or her other representatives) is intended to be, and shall obtain and maintain in effect be, a third party beneficiary of this Agreement for not less than five years after the Effective Time, the current policies purpose of directors' and officers' liability insurance and fiduciary liability insurance maintained by the Company and the Company's subsidiaries with respect to matters occurring at or prior to the Effective Time (including, without limitation, the transactions contemplated by this Agreement), provided, that Parent may, with no lapse in coverage, substitute therefore policies of substantially the same coverage containing terms and conditions which are no less advantageous, in any material respect, to the Company's present or former directors, officers, employees, agents or other individuals otherwise covered by such insurance policies prior to the Effective Time (the "Indemnified Parties"). ThisSection 5.11.

Indemnification; Directors’ and Officers’ Insurance. Subject to the occurrence of (a) After the Effective Time, Parent shall, and shall cause the Surviving Corporation to, indemnify and hold harmless the individuals who on or prior to the Effective Time were officers or directors of the Company or its Subsidiaries or were serving at the request of the Company as an officer, director, member, trustee or fiduciary of any other corporation, partnership or joint venture, trust, employee benefit plan or other enterprise with respect to all acts or omissions by them in their capacities as such or taken at the request of the Company or any of its Subsidiaries at any time prior to the Effective Time to the fullest extent permitted by applicable Law (including with respect to advancement of expenses and attorneys’ fees and advancing such expenses and fees without requiring any preliminary determination of entitlement subject to such individual’s affirmation or undertaking if required under the TBOC). (b) Parent and Merger Sub agree that all rights to exculpation or indemnification for acts or omissions occurring prior to the Effective Time existing as of the date of this Agreement in favor of the current and former directors and officers of the Company or any of its Subsidiaries or any of their predecessors and the heirs, executors, trustees, fiduciaries and administrators of such officer or director (each, a “D&O Indemnitee”), as provided in the Company’s or each of its Subsidiaries’ respective articles of incorporation or bylaws (or comparable organizational or governing documents) or in any agreement, shall survive the Merger and the transactions contemplated by this Agreement and shall continue in full force and effect in accordance with their terms. After the Effective Time, Parent and the Surviving Corporation shall (and Parent shall cause the Surviving Corporation to) fulfill and honor such obligations to the maximum extent that the Company or applicable Subsidiary would have been permitted to fulfill and honor them by applicable Law. In addition, for a period of six years following the Effective Time, Parent shall, and shall cause the Surviving Corporation and its Articles Subsidiaries to, cause the articles of Incorporation incorporation and Bylaws bylaws (and other similar organizational documents) of the Surviving Corporation and its Subsidiaries to contain provisions with respect to indemnification and exculpation that are at least as favorable as the indemnification and exculpation provisions set forth contained in the Articles articles of Incorporation incorporation and Bylaws bylaws (or other similar organizational documents) of the Company on and its Subsidiaries immediately prior to the date of this AgreementEffective Time, which and during such six-year period, such provisions thereafter shall not be amended, repealed or otherwise modified in any respect, except as required by applicable Law. (c) Prior to the Effective Time, the Company shall and, if the Company is unable to, Parent shall cause the Surviving Corporation as of the Effective Time to, obtain and fully pay the premium for “tail” insurance policies for the extension of (i) the directors’ and officers’ liability coverage of the Company’s existing directors’ and officers’ insurance policies and (ii) the Company’s existing fiduciary liability insurance policies, in each case providing only for Side A coverage for indemnified parties where the existing policies also include Side B coverage for the Company for a claims reporting or discovery period of six years from and after the Effective Time in any manner (the “Tail Period”) from one or more insurance carriers with the same or better credit rating as the Company’s insurance carrier as of the date of this Agreement with respect to directors’ and officers’ liability insurance and fiduciary liability insurance (collectively, “D&O Insurance”) with terms, conditions, retentions and limits of liability that could reasonably be expected to adversely affect the rights thereunder of individuals who are at any time prior least as favorable to the Effective Time were directors, officers insureds as the Company’s existing policies with respect to matters existing or employees of the Company in respect of actions or omissions occurring at or prior to the Effective Time (including, without limitationincluding in connection with this Agreement or the transactions or actions contemplated hereby). If the Company and the Surviving Corporation for any reason fail to obtain such “tail” insurance policies as of the Effective Time, the transactions contemplated by this Agreement). Surviving Corporation shall, and Parent shall cause the Surviving Corporation to, continue to comply maintain in effect for the Tail Period the D&O Insurance in place as of the date of this Agreement with terms, conditions, retentions and limits of liability that are at least as favorable to the insureds as provided in the Company’s existing policies as of the date of this Agreement, or the Surviving Corporation shall, and Parent shall cause the Surviving Corporation to, purchase comparable D&O Insurance for the Tail Period with terms, conditions, retentions and limits of liability that are at least as favorable to the insureds as provided in the Company’s existing policies as of the date of this Agreement; provided, that in no event shall the annual cost of the D&O Insurance exceed during the Tail Period 300% of the current aggregate annual premium paid by the Company for such purpose; and provided, further, that if the cost of such insurance coverage exceeds such amount, the Surviving Corporation shall obtain a policy with the terms greatest coverage available for a cost not exceeding such amount. (d) The provisions of this Section 6.11 shall survive the Closing and maintain are intended to be for the benefit of, and enforceable by, each D&O Indemnitee, and nothing in existence this Agreement shall affect any current indemnification agreements between rights that any such D&O Indemnitee may have under the articles of incorporation or bylaws of the Company and or any of its directors Subsidiaries or officersany Contract or applicable Law. Notwithstanding anything in this Agreement to the contrary, the obligations under this Section 6.11 shall not be terminated or modified in such a manner as to adversely affect any D&O Indemnitee without the consent of such D&O Indemnitee. (e) In the event that the Company, the Surviving Corporation or any of its their Subsidiaries (or any of their respective successors or assigns (aassigns) consolidates shall consolidate or merge with or merges into any other Person and the Surviving Corporation shall not be the continuing or surviving corporation or entity of in such consolidation or merger merger, or (b) transfers all or substantially all at least 50% of its properties and assets to any other Person, then, and then in each such case, case proper provision shall be made so that the continuing or surviving corporation or entity (or its successors and assigns or assigns, if applicable), or transferee of such assets, as the Surviving Corporation case may be, shall assume the obligations set forth in this Section 5.13. The Surviving Corporation shall obtain and maintain in effect for not less than five years after the Effective Time, the current policies of directors' and officers' liability insurance and fiduciary liability insurance maintained by the Company and the Company's subsidiaries with respect to matters occurring at or prior to the Effective Time (including, without limitation, the transactions contemplated by this Agreement), provided, that Parent may, with no lapse in coverage, substitute therefore policies of substantially the same coverage containing terms and conditions which are no less advantageous, in any material respect, to the Company's present or former directors, officers, employees, agents or other individuals otherwise covered by such insurance policies prior to the Effective Time (the "Indemnified Parties"). This6.11.

Indemnification; Directors’ and Officers’ Insurance. Subject (a) Parent and Merger Sub agree that all rights to indemnification or exculpation now existing in favor of the occurrence directors, officers, employees and agents of the Company and its subsidiaries, as provided in indemnification agreements or their respective charters or bylaws (or other similar governing instruments) or otherwise in effect as of the date hereof with respect to matters occurring prior to the Effective Time, shall survive the Merger and shall continue in full force and effect. To the maximum extent permitted by the DGCL, such indemnification shall be mandatory rather than permissive, and the Surviving Corporation shall advance expenses in connection with such indemnification as provided in such indemnification agreements. From and after the Effective Time, Parent will fulfill and honor, and will cause its Articles the Surviving Corporation to fulfill and honor, in all respects the indemnification obligations described above, which shall be joint and several obligations of Parent and the Surviving Corporation. The indemnification and liability limitation or exculpation provisions of the Company's Certificate of Incorporation and Bylaws to contain the indemnification provisions set forth in the Articles of Incorporation and Bylaws of the Company on the date of this Agreement, which provisions thereafter bylaws shall not be amended, repealed or otherwise modified after the Effective Time in any manner that could reasonably be expected to would materially adversely affect the rights thereunder of individuals who at any time who, as of the date hereof and prior to the Effective Time Time, were directors, officers officers, employees or employees agents of the Company in respect of actions or omissions occurring at or prior to the Effective Time its subsidiaries, unless such modification is required by applicable law. (including, without limitation, the transactions contemplated by this Agreement). b) Parent shall cause the Surviving Corporation to comply with the terms of and maintain in existence any current indemnification agreements between the Company and any of its directors or officers. In the event the Surviving Corporation or any of its successors or assigns (a) consolidates with or merges into any other Person and the Surviving Corporation shall not be the continuing or surviving corporation or entity of such consolidation or merger or (b) 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 the Surviving Corporation shall assume the obligations set forth in this Section 5.13. The Surviving Corporation shall obtain and maintain in effect for not less than five six (6) years after from the Effective Time, if available, the current coverage provided by the policies of the directors' and officers' liability insurance and fiduciary liability insurance most recently maintained by the Company and the Company's subsidiaries with respect to matters occurring at or prior to the Effective Time (including, without limitation, the transactions contemplated by this Agreement), ; provided, that Parent may, with no lapse in coverage, the Surviving Corporation may substitute therefore therefor policies of substantially at least the same coverage containing terms and conditions which are no less advantageous, in any material respect, advantageous to the Company's present beneficiaries thereof so long as such substitution does not result in gaps or former directors, officers, employees, agents or other individuals otherwise covered by such insurance policies lapses in coverage with respect to matters occurring prior to the Effective Time and provided further that the Surviving Corporation shall not be obligated to pay annual premiums in excess of 150% of the annual aggregate premium for existing insurance with respect to such insurance for the next renewal of such insurance (the "Indemnified PartiesCurrent Premium"). ThisIf such annual premium for such insurance would at any time exceed 150% of the Current Premium, then the Parent and the Surviving Corporation shall cause to be maintained policies of insurance which, in the Surviving Corporation's good faith determination, provide the maximum coverage reasonably available at an annual premium equal to 150% of the Current Premium. (c) The directors, officers, employees and agents of the Company and its subsidiaries entitled to the indemnification, liability limitation, exculpation and insurance set forth in this Section 5.8. are intended to be third party beneficiaries of this Section 5.8.

Indemnification; Directors’ and Officers’ Insurance. Subject to the occurrence of From and after the Effective Time, the Surviving Corporation Acquiror shall, or shall cause Company or Amalco to, indemnify and hold harmless all current and former officers and directors of Company and its Articles Subsidiaries to the same extent such Persons may be indemnified and held harmless as of Incorporation and Bylaws to contain the indemnification provisions set forth in the Articles of Incorporation and Bylaws of the Company on the date of this AgreementAgreement by Company pursuant to the articles of continuation or by-laws of Company for acts or omissions occurring at or prior to the Effective Time, which provisions thereafter including those in respect of the Arrangement and the other transactions contemplated hereby. Company shall not be amendedpermitted, repealed or otherwise modified prior to the Effective Time, to obtain and fully pay for a “tail” insurance policy in respect of Company’s current directors and officers with an extended reporting period of at least six years from and after the Effective Time in any manner that could reasonably be expected with respect to adversely affect the rights thereunder directors’ and officers’ liability insurance with benefits and levels of individuals who coverage at any time least as favorable as Company’s existing policy with respect to matters existing or occurring at or prior to the Effective Time were directors(including in connection with this Agreement or the transactions or actions contemplated hereby); provided, officers or employees however, that in no event shall Company expend for such policy an annual premium amount in excess of 300% of the amount paid by Company in respect its current fiscal year, but in such case may purchase as much coverage as is available for such amount. If any person makes any claim for indemnification or advancement of actions expenses under this Section 4.11 that is denied by Acquiror, Company or Amalco, and a court of competent jurisdiction determines that such indemnified person is entitled to such indemnification, then Acquiror, Company and Amalco shall pay such indemnified person’s costs and expenses, including reasonable legal fees and expenses, incurred in connection with pursuing such claim against Acquiror, Company or Amalco. The rights of the indemnified persons under this Section 4.11 shall be in addition to any rights such indemnified persons may have under the constating documents of Company or Amalco, or under any applicable Law. All rights to indemnification and exculpation from liabilities for acts or omissions occurring at or prior to the Effective Time (includingand rights to advancement of expenses relating thereto in favor of any indemnified person as provided in the constating documents of Company shall survive the Effective Time for a period of not less than six years and shall not be amended, without limitation, repealed or otherwise modified in any manner that would adversely affect any right thereunder of any such indemnified person. The provisions of this Section 4.11 shall survive the consummation of the transactions contemplated by this Agreement). Parent Agreement and are intended for the benefit of, and shall cause be enforceable by, the Surviving Corporation to comply with the terms indemnified persons, and their respective heirs, executors, administrators and legal personal representatives and shall be binding on each of and maintain in existence any current indemnification agreements between the Acquiror, Company and any of its directors or officers. In the event the Surviving Corporation or any of Amalco and its successors or assigns (a) consolidates with or merges into any other Person and the Surviving Corporation shall not be the continuing or surviving corporation or entity of assigns, and, for such consolidation or merger or (b) transfers all or substantially all of its properties and assets to any Personpurpose only, then, and in each such case, proper provision shall be made so Company hereby confirms that the successors and assigns of the Surviving Corporation shall assume the obligations set forth in this Section 5.13. The Surviving Corporation shall obtain and maintain in effect for not less than five years after the Effective Time, the current policies of directors' and officers' liability insurance and fiduciary liability insurance maintained by the Company and the Company's subsidiaries with respect to matters occurring at or prior to the Effective Time (including, without limitation, the transactions contemplated by this Agreement), provided, that Parent may, with no lapse in coverage, substitute therefore policies of substantially the same coverage containing terms and conditions which are no less advantageous, in any material respect, to the Company's present or former directors, officers, employees, agents or other individuals otherwise covered by such insurance policies prior to the Effective Time (the "Indemnified Parties"). Thisit is acting as trustee on their behalf.

Indemnification; Directors’ and Officers’ Insurance. Subject to the occurrence of (a) From and after the Effective Time, Parent shall, and shall cause the Surviving Corporation shall cause its Articles to, indemnify, advance expenses to, and hold harmless the present and former officers and directors of Incorporation the Company, in each case to the fullest extent permitted by Law and Bylaws to contain the indemnification provisions set forth as provided for in the Articles of Incorporation and Bylaws bylaws of the Company on and individual indemnification agreements of the date of this AgreementCompany, which provisions thereafter shall not be amended, repealed or otherwise modified after in each case as in effect at the Effective Time in any manner that could reasonably be expected to adversely affect the rights thereunder of individuals who at any time prior to the Effective Time were directorsTime, officers or employees of the Company in respect of actions acts or omissions occurring prior to or at the Effective Time. (b) With respect to acts or omissions occurring on or prior to the Effective Time (includingTime, without limitation, the transactions contemplated by this Agreement). Parent shall cause and the Surviving Corporation shall, until the sixth anniversary of the Effective Time and for so long thereafter as any claim for insurance coverage asserted on or prior to comply with such date has not been fully adjudicated, cause to be maintained in effect, at no cost to the terms beneficiaries thereof, to the extent available, the policies of directors’ and maintain in existence any current indemnification agreements between officers’ liability insurance maintained by the Company and any as of its directors the date hereof or officers. purchase “tail period” coverage for such six-year period to the extent that such insurance coverage can be maintained at an annual cost to the Surviving Corporation of not greater than 200% of the annual premium for the Company’s current insurance policies and, if such insurance coverage cannot be so purchased or maintained at such cost, providing as much of such insurance as can be so purchased or maintained at such cost. (c) In the event the Surviving Corporation or any of its successors or assigns (ai) consolidates with or merges into any other Person and the Surviving Corporation shall not be the continuing or surviving corporation or entity of such consolidation or merger or (bii) transfers all or substantially all of its properties and assets to any Person, then, and in each such case, proper provision provisions shall be made so that the successors and assigns of the Surviving Corporation shall assume the its obligations set forth in this Section 5.13. The Surviving Corporation shall obtain and maintain in effect for not less than five years after the Effective Time, the current policies of directors' and officers' liability insurance and fiduciary liability insurance maintained by the Company and the Company's subsidiaries with respect to matters occurring at or prior to the Effective Time (including, without limitation, the transactions contemplated by this Agreement), provided, that Parent may, with no lapse in coverage, substitute therefore policies of substantially the same coverage containing terms and conditions which are no less advantageous, in any material respect, to the Company's present or former directors, officers, employees, agents or other individuals otherwise covered by such insurance policies prior to the Effective Time (the "Indemnified Parties"). This6.6.

Indemnification; Directors’ and Officers’ Insurance. Subject (a) Parent and Mxxxxx Sub agree that all rights to the occurrence indemnification, being held harmless and exculpation and limitation from liabilities, including advancement of the Effective Timeexpenses, the Surviving Corporation shall cause its Articles of Incorporation and Bylaws to contain the indemnification provisions set forth in the Articles of Incorporation and Bylaws of the Company on the date of this Agreementfor facts, which provisions thereafter shall not be amendedevents, repealed or otherwise modified after the Effective Time in any manner that could reasonably be expected to adversely affect the rights thereunder of individuals who at any time prior to the Effective Time were directorsmatters, officers or employees of the Company in respect of actions acts or omissions occurring at or prior to the Effective Time, whether asserted or claimed prior to, at or after the Effective Time (includingincluding any matters arising in connection with this Agreement and the Transactions), without limitationexisting in favor of any current or former director or officer of the Company (each, a “D&O Indemnified Party”), as provided in the transactions contemplated Organizational Documents of the Company as in effect on the date of this Agreement, shall survive the Merger and shall continue in full force and effect in accordance with their terms, and Parent shall, and shall cause the Surviving Corporation to, comply with, perform and honor all such obligations to the fullest extent permitted under applicable Law and to the fullest extent required by such Organizational Documents. For a period of six (6) years from the Effective Time, Parent shall, and shall cause the Surviving Corporation to, (i) maintain in effect in the Surviving Corporation’s certificate of incorporation and bylaws the exculpation and limitation from liabilities, being held harmless, indemnification and advancement of expenses provisions equivalent in all respects to the provisions of the Organizational Documents of the Company as in effect immediately prior to or at the Effective Time with respect to facts, events, matters, acts or omissions occurring at or prior to the Effective Time, whether asserted or claimed prior to, at or after the Effective Time (including any matters arising in connection with this Agreement and the Transactions) and (ii) not amend, repeal or otherwise modify any such provisions in any manner that would adversely affect the rights thereunder of any D&O Indemnified Party. Without limitation to the foregoing, Parent shall, and shall cause the Surviving Corporation and its Subsidiaries as of the Effective Time to, comply with, perform and honor the obligations of the Company and its Subsidiaries under any indemnification Contracts between any D&O Indemnified Party, on the one hand, and the Company or any of its Subsidiaries, on the other hand, in effect prior to the date of this Agreement (to the extent copies thereof, or the form thereof, was made available to Parent or its outside legal counsel prior to the date of this Agreement), and Parent shall not (and shall cause the Surviving Corporation and its Subsidiaries as of the Effective Time not to) amend, repeal or otherwise modify any such Contracts in any manner that would adversely affect in any respect the rights thereunder of any such D&O Indemnified Party. For the avoidance of doubt, Parent’s obligations to comply with, perform and honor any obligations set forth in this Section 5.10(a) shall be independent obligations of Parent that shall be effective only to the extent that the Company would be permitted to comply with, perform and honor such obligations under applicable Law. (b) Prior to the Effective Time, (i) the Company shall, or, if the Company is unable to, Parent shall cause the Surviving Corporation to comply as of the Effective Time to, purchase from the Company’s directors’ and officers’ liability insurance carrier as of the date of this Agreement or from one or more insurance carriers with the terms same or better credit rating as such carrier, a six (6)-year prepaid “tail” policy, with terms, conditions, retentions and limits of liability that are no less favorable to the insureds than the coverage provided under the Company’s existing policies of directors’ and officers’ liability insurance and fiduciary liability insurance with respect to facts, events, matters, acts or omissions arising at or before the Effective Time, whether asserted or claimed prior to, at or after the Effective Time (including any matters arising in connection with this Agreement and the Transactions), and (ii) Parent shall cause such policy to be maintained in full force and effect, for its full term, and cause all obligations thereunder to be honored by the Surviving Corporation; provided that the Company shall not pay, and the Surviving Corporation shall not be required to pay, in excess of 300% of the last annual premium paid by the Company in respect of such “tail” policy. If the Company or the Surviving Corporation for any reason fails to obtain such “tail” insurance policies prior to or as of the Effective Time, Parent shall, for a period of six (6) years from the Effective Time, cause the Surviving Corporation to maintain in existence any effect the current indemnification agreements between policies of directors’ and officers’ liability insurance and fiduciary liability insurance maintained by the Company as of the date of this Agreement with the Company’s directors’ and officers’ liability and fiduciary liability insurance carriers as of the date of this Agreement or one or more insurance carriers with the same or better credit rating as the applicable carrier with respect to matters arising prior to or at the Effective Time; provided that, after the Effective Time, Parent shall not be required to pay annual premiums in excess of 300% of the last annual premium paid by the Company in respect of the coverage required to be obtained by this Section 5.10, but, in such case, shall purchase as much coverage as practicable for such amount. (c) Notwithstanding anything herein to the contrary, all rights to indemnification, being held harmless and exculpation and limitation from liabilities, including advancement of expenses, contemplated by this Section 5.10 in respect of any Proceeding or claim pending as of its directors or officers. asserted on or prior to the sixth (6th) anniversary of the Effective Time in respect of facts, events, matters, acts or omissions occurring at or before the Effective Time shall continue until the final disposition of such Proceeding or resolution of such claim so long as such D&O Indemnified Party provides written notice such Proceeding or claim to the Surviving Corporation on or prior to the sixth (6th) anniversary of the Effective Time. (d) In the event that Parent or the Surviving Corporation (or any of its their respective successors or assigns assigns) (ai) consolidates with or merges into any other Person and the Surviving Corporation shall is not be the continuing or surviving corporation or entity Person of such consolidation or merger merger, or (bii) 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 or the Surviving Corporation (as the case may be) shall assume all of the obligations thereof set forth in this Section 5.135.10. (e) This Section 5.10 shall survive the consummation of the Merger and is intended to benefit, and shall be enforceable by, each of the D&O Indemnified Parties and their respective heirs and legal representatives, and shall not be terminated or modified in such a manner as to adversely affect any D&O Indemnified Party without the written consent of such affected D&O Indemnified Party. The Surviving Corporation shall obtain pay all reasonable expenses, including reasonable attorneys’ fees, that may be incurred by any D&O Indemnified Party in enforcing its indemnity and maintain other rights under this Section 5.10 if such D&O Indemnified Party provides an undertaking to the Surviving Corporation in effect for advance of any attempts to enforce such rights to repay such expenses if it is ultimately adjudicated that such D&O Indemnified Party is not less than five years after entitled to indemnification or advancement of expenses to the Effective TimeSurviving Corporation under this Section 5.10. The rights provided under this Section 5.10 are cumulative with, and not exclusive of, any other rights to which any D&O Indemnified Party is entitled, whether pursuant to the current policies Organizational Documents of directors' and officers' liability insurance and fiduciary liability insurance maintained by the Company and the Company's subsidiaries or any of its Subsidiaries, applicable Laws or Contracts, or otherwise. Nothing in this Agreement is intended to, shall be construed to or shall release, waive or impair any rights to insurance claims under any policy that is or has been in existence with respect to matters occurring at the Company or prior to the Effective Time (including, without limitation, the transactions contemplated by this Agreement), provided, that Parent may, with no lapse in coverage, substitute therefore policies any of substantially the same coverage containing terms and conditions which are no less advantageous, in its Subsidiaries for any material respect, to the Company's present of their respective directors or former directors, officers, employees, agents or other individuals otherwise covered by such insurance policies prior to the Effective Time (the "Indemnified Parties"). This.

Indemnification; Directors’ and Officers’ Insurance. Subject (a) Parent and Merger Sub agree that all rights to indemnification, advancement of expenses, and exculpation by the occurrence Company now existing in favor of each current and former director, officer, employee or agent of the Company or any of its Subsidiaries and each person who served as a director, officer, member, trustee or fiduciary of another corporation, partnership, joint venture, trust, pension or other employee benefit plan or enterprise at the request of or for the benefit of the Company or any of its Subsidiaries (collectively, together with such person’s heirs, executors or administrators, the “Indemnified Parties”) as provided in the Charter and Bylaws of the Company or any of its Subsidiaries, in each case as in effect on the date of this Agreement, or pursuant to any other Contracts in effect on the date hereof shall survive the Transactions and shall remain in full force and effect in accordance with their terms. For a period of six (6) years from the Effective Time, the Surviving Corporation shall cause its Articles of Incorporation shall, and Bylaws to contain the indemnification provisions set forth in the Articles of Incorporation and Bylaws of the Company on the date of this Agreement, which provisions thereafter shall not be amended, repealed or otherwise modified after the Effective Time in any manner that could reasonably be expected to adversely affect the rights thereunder of individuals who at any time prior to the Effective Time were directors, officers or employees of the Company in respect of actions or omissions occurring at or prior to the Effective Time (including, without limitation, the transactions contemplated by this Agreement). Parent shall cause the Surviving Corporation to, cause the Amended Certificate of Incorporation of the Surviving Corporation and its Subsidiaries to comply contain provisions with respect to indemnification, advancement of expenses, and exculpation that are at least as favorable to the terms Indemnified Parties as the indemnification, advancement of expenses, and maintain exculpation provisions set forth in existence any current indemnification agreements between the Charter of the Company and its Subsidiaries as of the date of this Agreement. During such six (6) year period (and for so long as any claim for indemnification remains pending thereafter), such provisions may not be repealed, amended or otherwise modified in any manner except as required by applicable Law. Each of Parent and the Surviving Corporation shall, to the fullest extent permitted under applicable Law, indemnify and hold harmless (and advance funds in respect of each of the foregoing) any Indemnified Parties against any Damages, arising out of, relating to or in connection with the fact that such person is or was a director, officer, employee or agent of the Company or any of its directors Subsidiaries or officersa director, officer, member, trustee or fiduciary of another corporation, partnership, joint venture, trust, pension or other employee benefit plan or enterprise at the request of or for the benefit of the Company or any of its Subsidiaries and (including in connection with any action or omission occurring or alleged to have occurred whether before or after the Effective Time). In the event of any such actual or threatened Action, Parent and the Surviving Corporation shall cooperate with the Indemnified Party in the defense of any such actual or threatened Action. Parent shall pay to the fullest extent permitted under applicable Law, subject to a receipt of an undertaking from any applicable Indemnified Party to whom expenses are advanced that such Indemnified Party will repay all such advances if it is ultimately determined by final and unappealable Order that such Indemnified Party is not entitled to be indemnified or entitled to such advanced expenses, all reasonable expenses, including reasonable attorneys’ fees, that may be incurred by any Indemnified Party in enforcing the indemnity and other obligations provided in this Section 7.9. (b) For a period of six (6) years from the Effective Time, Parent shall cause to be maintained in effect the current policies of directors’ and officers’ liability insurance and fiduciary liability insurance maintained by the Company and its Subsidiaries with respect to matters arising on or before the Effective Time; provided, however, that after the Effective Time, Parent shall not be required to pay annual premiums in excess of 300% of the last annual premium paid by the Company prior to the date hereof in respect of the coverage required to be obtained pursuant hereto, but in such case shall purchase as much coverage as reasonably practicable for such amount. The Company shall purchase, prior to the Offer Acceptance Time, a six-year prepaid “tail” policy on terms and conditions providing substantially equivalent benefits as the current policies of directors’ and officers’ liability insurance, fiduciary liability insurance and employment practices 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 by the Company prior to the Offer Acceptance Time, Parent shall cause such policy to be maintained in full force and effect, for its full term, and cause all obligations thereunder to be honored by the Surviving Corporation, and no other party shall have any further obligation to purchase or pay for insurance hereunder. (c) The obligations of Parent, Merger Sub, and the Surviving Corporation under this Section 7.9 shall survive the consummation of the Transaction and shall not be terminated or modified in such a manner as to adversely affect any Indemnified Party to whom this Section 7.9 applies without the consent of such affected Indemnified Party (it being expressly agreed that each of the Indemnified Parties to whom this Section 7.9 applies shall be a third-party beneficiary of this Section 7.9, entitled to enforce any of the provisions of this Section 7.9). (d) In the event that the Surviving Corporation or any of its their respective successors or assigns assigns: (ai) consolidates with or merges into any other Person and the Surviving Corporation shall not be the continuing or surviving corporation or entity of in such consolidation or merger or (bii) transfers all or substantially all of its properties and assets to any Person, then, and in each either such case, proper provision shall be made so that the successors and assigns of the Surviving Corporation Corporation, as the case may be, shall assume all of the obligations set forth in this Section 5.137.9. The Surviving Corporation agreements and covenants contained herein shall obtain and maintain not be deemed to be exclusive of any other rights to which any Indemnified Party is entitled, whether pursuant to Law, Contract, or otherwise. Nothing in effect for not less than five years after the Effective Timethis Agreement is intended to, the current policies of shall be construed to, or shall release, waive, or impair any rights to directors' ’ and officers' liability ’ insurance and fiduciary liability insurance maintained by the Company and the Company's subsidiaries claims under any policy that is or has been in existence with respect to matters occurring at the Company or prior to the Effective Time (includingits officers, without limitation, the transactions contemplated by this Agreement), provided, that Parent may, with no lapse in coverage, substitute therefore policies of substantially the same coverage containing terms and conditions which are no less advantageous, in any material respect, to the Company's present or former directors, officers, and employees, agents it being understood and agreed that the indemnification provided for in this Section 7.9 is not prior to, or other individuals otherwise covered by in substitution for, any such insurance policies prior to the Effective Time (the "Indemnified Parties"). Thisclaims under any such policies.

Indemnification; Directors’ and Officers’ Insurance. Subject (a) From and after the Closing, Purchaser shall cause the Company and the Company Subsidiaries (as applicable, the “D&O Indemnifying Party”) to indemnify, defend and hold harmless each person who is now, or has been at any time prior to the occurrence of date hereof or who becomes prior to the Effective TimeClosing, the Surviving Corporation shall cause its Articles of Incorporation and Bylaws to contain the indemnification provisions set forth in the Articles of Incorporation and Bylaws an officer or director of the Company on or any of the date Company Subsidiaries (the “D&O Indemnified Parties”) against all losses, claims, damages, costs, expenses (including attorneys’ fees and expenses), liabilities or judgments or amounts that are paid in settlement with the approval of this Agreement, the D&O Indemnifying Party (which provisions thereafter approval shall not be amendedunreasonably withheld) of or in connection with any threatened or actual claim, repealed action, suit, proceeding or otherwise modified after investigation, whether civil, criminal, administrative or investigative, based in whole or in part on or arising in whole or in part out of the Effective Time fact that such person is or was a director or officer of the Company or any of the Company Subsidiaries whether pertaining to any matter existing or occurring prior to the Closing or any acts or omissions occurring or existing prior to the Closing and whether asserted or claimed prior to, or at or after, the Closing, in any manner that could reasonably each such case, to the same extent such D&O Indemnified Parties are entitled thereto as of the date hereof. Furthermore, the current provisions in the Company’s and the Company Subsidiaries’ respective Organizational Documents with respect to exculpation of director and officer liability and indemnification shall not be expected to amended for six years following the Closing if such amendment would materially and adversely affect the rights thereunder of individuals who at any time prior to the Effective Time Closing were directors, directors or officers or employees of the Company or any of the Company Subsidiaries in respect of actions or omissions occurring at or prior to the Effective Time Closing. (includingb) For a period of six years after the Closing, without limitation, the transactions contemplated by this Agreement). Parent Purchaser shall cause the Surviving Corporation Company and the Company Subsidiaries to comply with the terms of and maintain in existence any effect the current indemnification agreements between policies of directors’ and officers’ liability insurance maintained by the Company and any the Company Subsidiaries; provided that Purchaser may substitute therefor policies of at least the same coverage and amounts containing terms and conditions which are no less advantageous to the D&O Indemnified Parties with respect to matters arising before and acts or omissions occurring or existing at or prior to the Closing; provided, further, that the Company and the Company Subsidiaries shall not be obligated to pay annual premiums in excess of 300% of the annual premiums currently paid for such insurance. Purchaser may satisfy its directors obligations under this Section 6.7(b) by purchasing a “tail” policy which (i) has an effective term of six years from the Closing, (ii) covers each person currently covered by the Company’s directors’ and officers’ insurance policy in effect on the date of this Agreement for actions and omissions occurring on or prior to the Closing, and (iii) contains terms that are no less favorable than those of the Company’s directors’ and officers. ’ insurance policy in effect on the date of this Agreement. (c) In the event that, following the Surviving Corporation Closing, the Purchaser or the Company or any of its their respective successors or assigns (ai) consolidates or merges with or merges into any other Person and the Surviving Corporation shall is not be the continuing or surviving corporation or entity of such consolidation or merger or (bii) transfers or conveys all or substantially all of its properties and assets to any Person, then, and in each such case, proper provision shall be made so that the successors and assigns of the Surviving Corporation Purchaser or the Company shall assume and succeed to all of the obligations thereof set forth in this Section 5.136.7. The Surviving Corporation shall obtain and maintain in effect for not less than five years after In addition, following the Effective TimeClosing, the current policies Purchaser and the Company shall not distribute, sell, transfer or otherwise dispose of directors' any of their assets in a manner that would reasonably be expected to render the Purchaser or the Company unable to satisfy their obligations under this Section 6.7. (d) The provisions of this Section 6.7 are intended to be for the benefit of, and officers' liability insurance shall be enforceable by, each D&O Indemnified Party, his or her heirs and fiduciary liability insurance maintained by his or her personal representatives and shall be binding on all successors and assigns of Purchaser, the Company and the Company's subsidiaries with respect to matters occurring at or prior to the Effective Time (including, without limitation, the transactions contemplated by this Agreement), provided, that Parent may, with no lapse in coverage, substitute therefore policies of substantially the same coverage containing terms and conditions which are no less advantageous, in any material respect, to the Company's present or former directors, officers, employees, agents or other individuals otherwise covered by such insurance policies prior to the Effective Time (the "Indemnified Parties"). ThisCompany Subsidiaries.

Indemnification; Directors’ and Officers’ Insurance. Subject (a) From and after the Effective Time, Netsmart shall cause the Surviving Corporation to indemnify, advance expense to, and hold harmless the present and former officers and directors of CMHC and its Affiliates in respect of their acts or omissions in their capacity as officers and directors occurring prior to the occurrence Effective Time to the fullest extent provided or permitted under (i) CMHC’s or any Affiliate’s Articles (or Certificate) of Incorporation or Code of Regulations (or Bylaws) on the date of this Agreement, or (ii) the OGCL. From and after the Effective Time, the Surviving Corporation shall cause its Articles be liable to pay and perform in a timely manner all such obligations. (b) Netsmart and the Surviving Corporation shall, for a period of Incorporation and Bylaws to contain the indemnification provisions set forth in the Articles of Incorporation and Bylaws of the Company on the date of this Agreement, which provisions thereafter shall not be amended, repealed or otherwise modified less than three (3) years after the Effective Time Time, use its best efforts to cause to be maintained in effect, at no cost to the beneficiaries thereof, the policies of directors’ and officers’ liability insurance maintained by CMHC and its Affiliates as of the date hereof (or policies of at least the same coverage and amounts containing terms that are no less advantageous to the insured parties without any manner that could reasonably be expected gaps or lapses in coverage) with respect to adversely affect the rights thereunder of individuals who at any time acts or omissions occurring prior to the Effective Time were directorsTime; provided, officers or employees of the Company in respect of actions or omissions occurring at or prior to the Effective Time (includinghowever, without limitation, the transactions contemplated by this Agreement). Parent shall cause that Netsmart and the Surviving Corporation shall not be required to comply with pay premiums in excess of $49,800 for such insurance over such three-year period; provided further, that if the terms existing director and officer liability insurance expires, is terminated or canceled during such three-year period, the Surviving Corporation will use its best efforts to obtain as much director and officer liability insurance as can be obtained for the same cost for the remainder of such period. (c) The obligations of Netsmart and maintain the Surviving Corporation under this Section 5.7 shall survive the consummation of the Merger and shall not be terminated or modified in existence such a manner as to adversely affect any current indemnification agreements between indemnified party to whom this Section 5.7 applies without the Company and any consent of its directors such affected indemnified party (it being expressly agreed that the indemnified parties to whom this Section 5.7 applies shall be third party beneficiaries of this Section 5.7, each of whom may enforce the provisions of Section 5.7). (d) If Netsmart or officers. In the event the Surviving Corporation or any of its their respective successors or assigns (ai) consolidates with or merges into any other Person and the Surviving Corporation shall not be the continuing or surviving corporation or entity of such consolidation or merger merger, or (bii) 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 Netsmart or the Surviving Corporation Corporation, as the case may be, shall assume the obligations set forth in this Section 5.13. The Surviving Corporation shall obtain and maintain in effect for not less than five years after the Effective Time, the current policies of directors' and officers' liability insurance and fiduciary liability insurance maintained by the Company and the Company's subsidiaries with respect to matters occurring at or prior to the Effective Time (including, without limitation, the transactions contemplated by this Agreement), provided, that Parent may, with no lapse in coverage, substitute therefore policies of substantially the same coverage containing terms and conditions which are no less advantageous, in any material respect, to the Company's present or former directors, officers, employees, agents or other individuals otherwise covered by such insurance policies prior to the Effective Time (the "Indemnified Parties"). This5.7.

Indemnification; Directors’ and Officers’ Insurance. Subject to (a) The articles of incorporation and the occurrence bylaws of the Effective Time, the Surviving Corporation shall cause its Articles contain provisions with respect to indemnification, advancement of Incorporation expenses and Bylaws to contain the indemnification provisions director exculpation as are set forth in the Articles Company’s articles of Incorporation incorporation and Bylaws bylaws as in effect at the date hereof (to the extent consistent with applicable law and updated to reflect current references to applicable provisions of the Company on the date of this AgreementNCBCA), which provisions thereafter shall not be amended, repealed or otherwise modified for a period of six years after the Effective Time in any manner that could reasonably be expected to would adversely affect the rights thereunder of individuals the persons who at any time prior to the Effective Time were directorsentitled to indemnification, officers advancement of expenses or employees exculpation under the Company’s articles of the Company incorporation and bylaws in respect of actions or omissions occurring at or prior to the Effective Time (including, without limitation, the transactions contemplated by this Agreement). Parent shall cause , unless otherwise required by applicable law. (b) Without limiting any additional rights that any director, officer or other employee or agent of the Company may have under any indemnification or other agreement that has been disclosed to Parent, any Benefit Plan or the Company’s articles of incorporation or bylaws, from and after the Effective Time, the Surviving Corporation shall indemnify, defend and hold harmless, to comply with the terms fullest extent authorized or permitted under the NCBCA or other applicable law, each Person who is now, or has been at any time prior to the date of and maintain in existence any current indemnification agreements between this Agreement or who becomes such prior to the Effective Time, (i) an officer or director of the Company and or any of its directors subsidiaries or (ii) an employee or agent of the Company or any of its subsidiaries providing services to or for such director or officer in connection with this Agreement or any of the Transactions (such officers, directors, employees and agents, individually, an “Indemnified Party,” and collectively, the “Indemnified Parties”) (in such Person’s capacity as such and not as shareholders or Option holders of the Company) against any and all losses, claims, damages, costs, expenses (including attorneys’ fees and disbursements), fines, liabilities and judgments and amounts that are paid in settlement with the approval of the indemnifying party (collectively, “Indemnified Liabilities”) (but only to the extent such Indemnified Liabilities are not otherwise covered by insurance and paid) incurred in connection with any pending, threatened or completed claim, action, suit, proceeding or investigation (each, a “Proceeding”) to the extent arising out of or pertaining to the fact that such Person is or was an officer, director, employee, fiduciary or agent of the Company or any of its subsidiaries, whether asserted or claimed prior to, at or after, the Effective Time. In the event any claim for Indemnified Liabilities is asserted or made by an Indemnified Party, any determination required to be made with respect to whether such Indemnified Party’s conduct complies with the standards set forth under the NCBCA or other applicable law shall be made jointly by an independent legal counsel selected by the Surviving Corporation and such Indemnified Party, each acting reasonably. The Surviving Corporation shall promptly advance all reasonable out-of-pocket expenses of each Indemnified Party in connection with any Proceeding as such expenses (including attorneys’ fees and disbursements) are incurred upon receipt from such Indemnified Party of a request therefor (accompanied by invoices or other relevant documentation), provided that such Indemnified Party undertakes in writing to repay such amount if it is ultimately determined that such Indemnified Party is not entitled to be indemnified under the NCBCA or other applicable law with respect to such Proceeding. (c) For a period of six years after the Effective Time, the Surviving Corporation shall, and shall cause its subsidiaries to maintain in effect the current directors’ and officers’liability insurance policies maintained by any of the Company and its subsidiaries for the benefit of those Persons who are covered by such policies at the Effective Time with respect to claims arising in whole or in part from matters occurring or allegedly occurring prior to the Effective Time (provided that the Surviving Corporation and its subsidiaries may substitute therefor policies of at least the same coverage containing terms and conditions that are at least as beneficial to the beneficiaries of the current policies and with reputable carriers having a rating comparable to the Company’s current carrier); provided, however, that the Surviving Corporation and its subsidiaries shall first use its reasonable best efforts to obtain a “tail” policy on substantially the same terms and conditions for claims arising out of acts or conduct occurring on or prior to the Effective Time and effective for claims asserted during the full six-year period referred to above, and only if the Surviving Corporation and its subsidiaries are unable, after exerting their reasonable best efforts, to obtain such a “tail” policy, then the Surviving Corporation and its subsidiaries will be required to obtain such coverage from such carriers in annual policies; and, provided further, that if the existing policies expire or are terminated or canceled during such six-year period, each of the Surviving Corporation and its subsidiaries shall use its reasonable best efforts to obtain substantially similar policies with reputable carriers having a rating comparable to the Company’s current carrier. The Surviving Corporation and its subsidiaries, as the case may be, shall not be required in any event to spend for such coverage an aggregate amount in excess of 300% of the annual premium therefor as of the date of this Agreement, and if, during such six-year period, such insurance coverage cannot be obtained at all or can be obtained only for an amount in excess of 300% of the current annual premium therefor, the Surviving Corporation and its subsidiaries, as the case may be, shall use all reasonable best efforts to cause to be obtained as much directors’ and officers’ liability insurance coverage as can be obtained for an amount equal to 300% of the current annual premium therefor, on terms and conditions substantially similar to the Company’s and its subsidiaries’ existing directors’ and officers’ liability insurance. (d) The Surviving Corporation shall honor and perform in accordance with their terms all indemnification agreements identified on Section 5.07 of the Company Disclosure Schedule and in effect as of the date of this Agreement between the Company, on the one hand, and any director or officer of the Company, on the other hand. (e) This Section 5.07 shall survive the consummation of the Merger and is intended to be for the benefit of, and shall be enforceable by, the Indemnified Parties referred to herein, their heirs and personal representatives and shall be binding on the Surviving Corporation and its successors and assigns. (f) If the Surviving Corporation or any of its successors or assigns (ai) consolidates with or merges into any other Person and the Surviving Corporation shall not be the continuing or surviving corporation or entity of such consolidation or merger or (bii) 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 shall assume the obligations set forth in this Section 5.13. The Surviving Corporation shall obtain and maintain in effect for not less than five years after the Effective Time, the current policies of directors' and officers' liability insurance and fiduciary liability insurance maintained by the Company and the Company's subsidiaries with respect to matters occurring at or prior to the Effective Time (including, without limitation, the transactions contemplated by this Agreement), provided, that Parent may, with no lapse in coverage, substitute therefore policies of substantially the same coverage containing terms and conditions which are no less advantageous, in any material respect, to the Company's present or former directors, officers, employees, agents or other individuals otherwise covered by such insurance policies prior to the Effective Time (the "Indemnified Parties"). This5.07.

Indemnification; Directors’ and Officers’ Insurance. Subject (a) For a period of six (6) years after the Effective Time (and until such later date as of which any Action commenced during such six (6) year period shall have been finally disposed of), Parent shall, and shall cause the Surviving Corporation and its Subsidiaries, to honor and fulfill in all respects the obligations (including both indemnification and advancement of expenses) of the Company under Company Charter and Company Bylaws or indemnification agreements, in each case, in effect immediately prior to the occurrence Effective Time for the benefit of any of its current or former directors and officers and any person who becomes a director or officer of the Company prior to the Effective Time (the “ Indemnified Parties ”). In addition, for a period of six (6) years following the Effective Time (and until such later date as of which any Action commenced during such six (6) year period shall have been finally disposed of), Parent shall (and shall cause the Surviving Corporation, and its Subsidiaries to) cause the certificate of incorporation, and bylaws (or other similar organizational documents) of the Surviving Corporation and its Subsidiaries to contain provisions with respect to indemnification, advancement of expenses and exculpation that are at least as favorable, in the aggregate, as the indemnification, advancement of expenses and exculpation provisions contained in the Company Charter and Company Bylaws immediately prior to the Effective Time, the Surviving Corporation and during such six (6) year period (and until such later date as of which any Action commenced during such six (6) year period shall cause its Articles of Incorporation and Bylaws to contain the indemnification have been finally disposed of), such provisions set forth in the Articles of Incorporation and Bylaws of the Company on the date of this Agreement, which provisions thereafter shall not be amended, repealed or otherwise modified after in any respect, except as required by Law. (b) Parent shall provide, or shall cause the Surviving Corporation to provide, for an aggregate period of not less than six (6) years from the Effective Time in any manner Time, the Company’s current directors and officers an insurance and indemnification policy that could reasonably be expected to adversely affect the rights thereunder of individuals who at any time prior to the Effective Time were directors, officers or employees of the Company in respect of actions or omissions provides coverage for events occurring at or prior to the Effective Time (includingthe “ D&O Insurance ”) that is no less favorable to the Company’s existing policy or, without limitationif no such insurance coverage is available, the transactions contemplated by this Agreement). best available coverage; provided , however , that Parent shall cause and the Surviving Corporation shall not be required to comply with pay an annual premium for the terms D&O Insurance in excess of and maintain in existence any current indemnification agreements between 200% of the last annual premium paid by the Company and prior to the date of this Agreement (the “ Company’s Current Premium ”). If such premiums for such insurance would at any time exceed 200% of the Company’s Current Premium, then Parent shall use its directors or officersreasonable efforts to cause to be maintained policies of insurance which, in Parent’s good faith determination, provide the maximum coverage available at an annual premium equal to 200% of the Company’s Current Premium. In The Company’s Current Premium is set forth on the event Company Disclosure Schedule. (c) If Parent, the Surviving Corporation Corporation, or any of its their respective successors or assigns shall (ai) consolidates consolidate with, or merge with or merges into into, any other Person and the Surviving Corporation shall not be the continuing or surviving corporation or entity of such consolidation or merger or (bii) transfers transfer all or substantially all of its properties and or assets to any Person, then, and in each such case, proper provision Parent shall take such action as may be made necessary so that the successors and assigns such Person shall assume all of the Surviving Corporation shall assume the applicable obligations set forth in this Section 5.13. The Surviving Corporation shall obtain and maintain in effect for not less than five years after the Effective Time, the current policies of directors' and officers' liability insurance and fiduciary liability insurance maintained by the Company and the Company's subsidiaries with respect to matters occurring at or prior to the Effective Time (including, without limitation, the transactions contemplated by this Agreement), provided, that Parent may, with no lapse in coverage, substitute therefore policies of substantially the same coverage containing terms and conditions which are no less advantageous, in any material respect, to the Company's present or former directors, officers, employees, agents or other individuals otherwise covered by such insurance policies prior to the Effective Time (the "Indemnified Parties"). This5.6 .

Indemnification; Directors’ and Officers’ Insurance. Subject to the occurrence (a) For --------------------------------------------------- a period of six years after the Effective Time, the Surviving Corporation shall cause its Articles provisions with respect to the indemnification, exculpation and advancement of Incorporation and Bylaws to contain the indemnification provisions expenses set forth in Article TENTH of the Articles certificate of Incorporation incorporation of the Company and Article VIII of the Bylaws of the Company as in effect on the date of this AgreementAgreement (true, correct and complete copies of which provisions thereafter have been made available to Parent), shall not be amended, repealed or otherwise modified after the Effective Time in any manner that could reasonably be expected to would adversely affect the rights thereunder of individuals who at any time prior to the Effective Time were directors, directors or officers or employees of the Company in respect of actions or omissions occurring at or prior to the Effective Time (including, without limitation, the transactions contemplated by this Agreement). , unless such modification is required by law. (b) For a period of six years after the Effective Time, Parent shall cause to be maintained in effect policies of directors' and officers' liability insurance, for the Surviving Corporation benefit of those persons who are covered by the Company's directors' and officers' liability insurance policies at the Effective Time, providing coverage with respect to comply with matters occurring prior to or at the terms Effective Time that is at least equal to the coverage provided under the Company's current directors' and officers' liability insurance policies, to the extent that such liability insurance can be maintained at an annual cost to Parent not greater than 150 percent of the premium for the current Company directors' and maintain in existence any officers' liability insurance; provided that if such insurance cannot be so maintained at such cost, Parent shall cause to be maintained as much of such insurance as can be so maintained at a cost equal to 150 percent of the current indemnification agreements between annual premiums of the Company and any of its directors or officers. for such insurance. (c) In the event that Parent or the Surviving Corporation or any of its successors or assigns (ai) consolidates with or merges into any other Person person and the Surviving Corporation shall not be the continuing or surviving corporation or entity of such consolidation or merger or (bii) transfers or conveys all or substantially all of its properties and assets to any Personperson, then, and in each such case, proper provision shall be made so that the successors and or assigns of Parent or the Surviving Corporation shall assume succeed to the obligations set forth in this Section 5.13. The Surviving Corporation shall obtain and maintain in effect for not less than five years after the Effective Time, the current policies of directors' and officers' liability insurance and fiduciary liability insurance maintained by the Company and the Company's subsidiaries with respect to matters occurring at or prior to the Effective Time (including, without limitation, the transactions contemplated by this Agreement), provided, that Parent may, with no lapse in coverage, substitute therefore policies of substantially the same coverage containing terms and conditions which are no less advantageous, in any material respect, to the Company's present or former directors, officers, employees, agents or other individuals otherwise covered by such insurance policies prior to the Effective Time (the "Indemnified Parties"). This6.07.

Indemnification; Directors’ and Officers’ Insurance. Subject (a) PTAC agrees that (i) all rights to the occurrence indemnification or exculpation now existing in favor of the Effective Timedirectors and officers of each Group Company, the Surviving Corporation shall cause its Articles as provided in a Group Company’s Governing Documents or otherwise in effect as of Incorporation and Bylaws to contain the indemnification provisions set forth in the Articles of Incorporation and Bylaws of the Company on the date of this AgreementAgreement and set forth on Section 5.5(a) of the Company Schedules, which in either case, solely with respect to any matters occurring on or prior to the Closing, shall survive the transactions contemplated by this Agreement and shall continue in full force and effect from and after the Closing for a period of six (6) years, and (ii) the Group Companies will perform and discharge all obligations to provide such indemnity and exculpation during such six (6) year period. To the maximum extent permitted by applicable Law, during such six (6) year period, the Group Companies shall advance expenses in connection with such indemnification as provided in such Group Company’s Governing Documents or other applicable agreements. The indemnification and liability limitation or exculpation provisions thereafter of the Group Companies’ Governing Documents shall not not, during such six (6) year period, be amended, repealed or otherwise modified after the Effective Time Closing in any manner that could reasonably be expected to would materially and adversely affect the rights thereunder of individuals who who, as of the Closing or at any time prior to the Effective Time Closing, were directorsdirectors or officers of any Group Company (the “D&O Persons”) to be so indemnified, officers have their liability limited or employees be exculpated with respect to any matters occurring prior to Closing and relating to the fact that such D&O Person was a director or officer of any Group Company prior to the Closing, unless such amendment, repeal or other modification is required by applicable Law. (b) Neither PTAC nor any Group Company shall have any obligation under this Section 5.5 to any D&O Person when and if a court of competent jurisdiction shall ultimately determine (and such determination shall have become final and non-appealable) that the indemnification of such D&O Person in respect of actions or omissions occurring the manner contemplated hereby is prohibited by applicable Law. (c) The Company shall cause the Group Companies to purchase, at or prior to the Effective Time (includingClosing, without limitation, the transactions contemplated by this Agreement). Parent and PTAC shall cause the Surviving Corporation Group Companies to comply with the terms of and maintain in existence effect for a period of six (6) years after the Closing Date, without lapses in coverage, a “tail” policy providing directors’ and officers’ liability insurance coverage for the benefit of the those Persons who are currently covered by any current indemnification agreements between comparable insurance policies of the Group Companies as of the date hereof with respect to matters occurring on or prior to the Closing (the “Company D&O Tail Policy”). Such “tail” policy shall provide coverage on terms (with respect to coverage and amount) that are substantially the same as (and no less favorable in the aggregate to the insured than) the coverage provided under the Group Companies’ directors’ and officers’ liability insurance policies as of the date hereof; provided that the Group Companies shall not pay a premium for such “tail” policy in excess of 300% of the most recent annual premium paid by the Group Companies prior to the date of this Agreement and, in such event, the Group Companies shall purchase the maximum coverage available for 300% of the most recent annual premium paid by the Group Companies prior to the date of this Agreement. (d) If PTAC, any of its directors or officers. In the event the Surviving Corporation Group Company or any of its their respective successors or assigns (ai) consolidates shall merge or consolidate with or merges merge into any other Person corporation or entity and the Surviving Corporation shall not be the surviving or continuing or surviving corporation or entity of such consolidation or merger or (bii) transfers shall transfer all or substantially all of its their respective properties and assets as an entity in one or a series of related transactions to any Person, then, and then in each such case, proper provision provisions shall be made so that the successors and or assigns of the Surviving Corporation PTAC or such Group Company shall assume all of the obligations set forth in this Section 5.13. 5.5. (e) The Surviving Corporation shall obtain and maintain in effect for not less than five years after the Effective Time, the current policies of directors' and officers' liability insurance and fiduciary liability insurance maintained by the Company and the Company's subsidiaries with respect to matters occurring at or prior D&O Persons entitled to the Effective Time (includingindemnification, without liability limitation, exculpation and insurance set forth in this Section 5.5 are intended to be third party beneficiaries of this Section 5.5. This Section 5.5 shall survive the consummation of the transactions contemplated by this Agreement), provided, that Parent may, with no lapse in coverage, substitute therefore policies Agreement and shall be binding on all successors and assigns of substantially PTAC and the same coverage containing terms and conditions which are no less advantageous, in any material respect, to the Company's present or former directors, officers, employees, agents or other individuals otherwise covered by such insurance policies prior to the Effective Time (the "Indemnified Parties"). ThisGroup Companies.

Indemnification; Directors’ and Officers’ Insurance. Subject to the occurrence of (a) From and after the Effective Time, the Surviving Corporation shall, and Acquiror shall cause the Surviving Corporation to, to the fullest extent permitted under the LBCL, honor the Company’s obligations existing immediately prior to the date of this Agreement to indemnify (including any obligations to advance funds for expenses) and hold harmless each present and former director and officer of the Company and its Subsidiaries and each such individual who served at the request of the Company or its Subsidiaries as a director, officer, trustee, partner, fiduciary, employee or agent of another corporation, partnership, joint venture, trust, pension or other employee benefit plan or enterprise other than the Company or a Subsidiary thereof (collectively, the “Indemnified Parties”), in accordance with the terms of the Company’s Restated Articles of Incorporation and Bylaws Amended and Restated By-laws, any indemnification agreements and applicable Law, in each case in effect immediately prior to contain the indemnification provisions set forth in the Articles of Incorporation and Bylaws of the Company on the date of this Agreement. The articles of incorporation and by-laws of the Surviving Corporation shall contain provisions no less favorable with respect to indemnification, exculpation and advancement of expenses than are set forth in the Restated Articles of Incorporation and the Amended and Restated By-Laws of the Company and set forth in any indemnification agreement currently in effect between the Company and any Indemnified Party, which provisions thereafter shall not be amended, repealed or otherwise modified after the Effective Time in any manner that could reasonably be expected to would affect adversely affect the rights thereunder of individuals who at any time prior the Indemnified Parties thereunder. (b) Prior to the Effective Time were directorsClosing, officers or employees of the Company in respect shall purchase a six-year “tail” prepaid officers’ and directors’ liability insurance policy, providing, for a period of actions or omissions six years after the Effective Time, the Company’s current and former directors and officers (as defined to mean those persons insured under the Company’s existing officers’ and directors’ liability insurance policy) with insurance and indemnification policy coverage for events occurring at or prior to the Effective Time (includingthe “D&O Insurance”) that is no less favorable than the existing policy (including that such purchase does not result in any gaps or lapses in coverage with respect to matters occurring prior to the Effective Time); provided, without limitationhowever, that the Company shall not pay an aggregate amount for the D&O Insurance in excess of 300 percent of the current aggregate annual premium paid by the Company for the existing policy, but in such case shall purchase such coverage under a six-year “tail” prepaid policy as shall then be available at an aggregate cost no greater than 300 percent of such rate. From and after the Effective Time, the transactions contemplated by Surviving Company shall continue to honor its obligations under the D&O Insurance and shall not cancel nor take any action or omit to take any action that would result in the cancellation thereof. (c) The rights of each Indemnified Party under this Agreement). Parent Section 6.7 shall cause be in addition to any rights such individual may have under the Surviving Corporation to comply with the terms Restated Articles of Incorporation and maintain in existence any current indemnification agreements between Amended and Restated By-Laws (or other governing documents) of the Company and any of its directors Subsidiaries, under the LBCL or officersany other applicable Laws or under any agreement of any Indemnified Party with the Company or any of its Subsidiaries. These rights shall survive consummation of the Merger and are intended to benefit, and shall be enforceable by, each Indemnified Party. (d) In the event that Acquiror or the Surviving Corporation or any of its their respective successors or assigns (ai) consolidates with or merges into any other Person and the Surviving Corporation shall is not be the continuing or surviving corporation or entity of such consolidation or merger or (bii) transfers or conveys all or substantially all of its properties and assets to any Person, then, and in each such case, proper provision shall will be made so that the successors and assigns of the Surviving Corporation shall assume the obligations set forth in this Section 5.13. The Surviving Corporation shall obtain and maintain in effect for not less than five years after the Effective Time, the current policies of directors' and officers' liability insurance and fiduciary liability insurance maintained by the Company and the Company's subsidiaries with respect to matters occurring at or prior to the Effective Time (including, without limitation, the transactions contemplated by this Agreement), provided, that Parent may, with no lapse in coverage, substitute therefore policies of substantially the same coverage containing terms and conditions which are no less advantageous, in any material respect, to the Company's present or former directors, officers, employees, agents or other individuals otherwise covered by such insurance policies prior to the Effective Time (the "Indemnified Parties"). This6.7.

Indemnification; Directors’ and Officers’ Insurance. Subject (a) From and after the Acceptance Time, Parent will cause the Company and its Subsidiaries, and the Surviving Corporation and its Subsidiaries, to fulfill and honor in all respects the occurrence obligations of the Effective TimeCompany and its Subsidiaries pursuant to (i) each indemnification agreement identified in Part 5.10(a) of the Company Disclosure Schedule, and (ii) any indemnification provision and any exculpation provision set forth in the certificate of incorporation, bylaws or other charter or organizational documents of the Company or any of its Subsidiaries as in effect on the date of this Agreement. The certificate of incorporation and bylaws of the Surviving Corporation shall cause its Articles of Incorporation and Bylaws to contain the provisions with respect to indemnification provisions and exculpation from liability set forth in the Articles Company’s certificate of Incorporation incorporation and Bylaws of the Company bylaws on the date of this Agreement, which and, from and after the Acceptance Time, such provisions thereafter shall not be amended, repealed or otherwise modified after the Effective Time in any manner that could reasonably be expected to adversely affect the rights thereunder of individuals who any Indemnified Party. (b) Without limiting the provisions of Section 5.10(a), during the period commencing at the Acceptance Time and ending on the sixth anniversary of the Effective Time, (i) without limiting the rights of any Indemnified Party under clause “(ii)” of this sentence, the Company (and from and after the Effective Time, the Surviving Corporation) shall, and Parent shall cause the Company and the Surviving Corporation to, indemnify and hold harmless each Indemnified Party (in each case to the fullest extent provided or permitted by the terms of the certificate of incorporation and bylaws of the Company or the Surviving Corporation, to the fullest extent provided or permitted by the terms of the certificate of incorporation and bylaws or equivalent organizational documents of the Subsidiaries of the Company and to the fullest extent provided or permitted by the terms of any indemnification agreements or arrangements with any such Indemnified Party) against and from any costs, fees and expenses (including reasonable attorneys’ fees and investigation expenses), judgments, fines, losses, claims, damages, liabilities and amounts paid in settlement (the foregoing, “Losses”) in connection with any claim, Legal Proceeding, investigation or inquiry, whether civil, criminal, administrative or investigative, to the extent such claim, Legal Proceeding, investigation or inquiry arises directly or indirectly out of or pertains directly or indirectly to 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 or any of its Subsidiaries or other Affiliates (regardless of whether such action or omission, or alleged action or omission, occurred prior to, at or after the Acceptance Time), and (ii) Parent shall indemnify and hold harmless each Indemnified Party against any Losses in connection with any claim, Legal Proceeding, investigation or inquiry, whether civil, criminal, administrative or investigative, to the extent such claim, Legal Proceeding, investigation or inquiry arises directly or indirectly out of or pertains directly or indirectly to any of the transactions contemplated by this Agreement; provided, however, that if, at any time prior to the sixth anniversary of the Effective Time, any Indemnified Party delivers to the Company, to the Surviving Corporation or to Parent, as applicable, a written notice asserting a claim for indemnification under this Section 5.10(b), then the claim asserted in such notice shall survive the sixth anniversary of the Effective Time were directors, officers or employees until such time as such claim is fully and finally resolved. (c) From the Acceptance Time through the third anniversary of the Effective Time, Parent shall cause to be maintained in effect, for the benefit of the Indemnified Parties, the current level and scope of directors’ and officers’ liability insurance coverage as set forth in the Company’s current directors’ and officers’ liability insurance policy in effect as of the date of this Agreement; provided, however, that (i) in no event shall Parent be required pursuant to this Section 5.10(c) to expend in any one year an amount in excess of 150% of the annual premium currently payable by the Company with respect to such current policy, it being understood that if the annual premiums payable for such insurance coverage exceed such amount, Parent shall be obligated to obtain a policy with the greatest coverage available for a cost equal to such amount, and (ii) in respect lieu of actions or omissions occurring at or the foregoing, and notwithstanding anything contained in clause “(i)” above, the Company may obtain a prepaid tail policy (the “Tail Policy”) prior to the Acceptance Time, which policy provides Indemnified Persons with directors’ and officers’ liability insurance for a period ending no earlier than the sixth anniversary of the Effective Time (includingTime, without limitationprovided that the aggregate premium for the Tail Policy shall not exceed $1,300,000. Except as permitted by the foregoing provisions of this Section 5.10(c), the transactions contemplated by Company shall not purchase any directors’ and officers’ liability insurance, including any Tail Policy, on or after the date of this Agreement without the written approval of Parent, except in connection with any expiration of the Company’s current directors’ and officers’ liability insurance policy (it being understood that, notwithstanding anything to the contrary contained in this Agreement, upon the expiration of the Company’s current directors’ and officers’ liability insurance policy, the Company may replace such policy with a policy having substantially the same level and scope of coverage). (d) This Section 5.10 shall survive the Acceptance Time and shall also survive consummation of the Merger and the Effective Time. This Section 5.10 is intended to benefit, and may be enforced by, the Indemnified Parties and their respective heirs, representatives, successors and assigns, and shall be binding on all successors and assigns of Parent shall cause and the Surviving Corporation to comply with the terms of and maintain in existence any current indemnification agreements between the Company and any of its directors or officersCorporation. In the event of any merger, consolidation or other similar transaction involving Parent or the Surviving Corporation, or in the event of any sale by Parent or the Surviving Corporation or any of its successors or assigns (a) consolidates with or merges into any other Person and the Surviving Corporation shall not be the continuing or surviving corporation or entity of such consolidation or merger or (b) transfers all or substantially all of its properties assets, Parent and assets to any Person, then, and in each such case, proper provision shall be made so that the successors and assigns of the Surviving Corporation shall assume ensure that Parent, the Surviving Corporation and any acquiring corporation or successor Entity remain responsible for the obligations set forth in of Parent and the Surviving Corporation under this Section 5.13. The Surviving Corporation shall obtain and maintain in effect for not less than five years after the Effective Time5.10. (e) For purposes of this Agreement, the current policies each individual who is or was an officer or director of directors' and officers' liability insurance and fiduciary liability insurance maintained by the Company and the Company's subsidiaries with respect to matters occurring at or at or at any time prior to the Effective Acceptance Time (including, without limitation, the transactions contemplated by this Agreement), provided, that Parent may, with no lapse in coverage, substitute therefore policies of substantially the same coverage containing terms and conditions which are no less advantageous, in any material respect, shall be deemed to the Company's present or former directors, officers, employees, agents or other individuals otherwise covered by such insurance policies prior to the Effective Time (the "be an “Indemnified Parties"). ThisParty.”

Indemnification; Directors’ and Officers’ Insurance. (a) Subject to the occurrence accuracy or the representations made in Section 3.14, Buyer agrees that all rights to indemnification or exculpation now existing in favor of the Effective Timecurrent or former directors, officers, employees and agents of the Surviving Corporation shall cause or any of its Articles of Incorporation and Bylaws to contain the indemnification provisions set forth Subsidiaries, as provided in the Articles Governing Documents of Incorporation and Bylaws such entities or otherwise in effect as of the Company on the date of this Agreement, which including, without limitation, the Indemnification Agreement, with respect to any matters occurring prior to the Administrative Closing Date, shall survive the transactions contemplated by this Agreement and shall continue in full force and effect and that each of the Corporation and its Subsidiaries, on its own behalf, will perform and discharge its obligations to provide such indemnity and exculpation. To the maximum extent permitted by applicable Law, such indemnification shall be mandatory rather than permissive, and each of the Corporation and its Subsidiaries shall advance expenses in connection with such indemnification as provided in such Governing Documents or its other applicable agreements. The indemnification and liability limitation or exculpation provisions thereafter of the Governing Documents of the Corporation and its Subsidiaries shall not be amended, repealed or otherwise modified after the Effective Time Administrative Closing Date in any manner that could reasonably be expected to would adversely affect the rights thereunder of individuals who who, as of the Administrative Closing Date or at any time prior to the Effective Time Administrative Closing Date, were directors, officers officers, employees or employees agents of any of the Company in respect of actions or omissions occurring at or prior to the Effective Time (including, without limitation, the transactions contemplated by this Agreement). Parent shall cause the Surviving Corporation to comply with the terms of and maintain in existence any current indemnification agreements between the Company and any of its directors or officers. In the event the Surviving Corporation or any of its successors or assigns (a) consolidates with or merges into any other Person and the Surviving Corporation shall not be the continuing or surviving corporation or entity of Subsidiaries, unless such consolidation or merger or modification is required by applicable Law. (b) transfers all or substantially all of its properties and assets to any Person, thenBuyer shall cause the Corporation to, and in each such casethe Corporation shall, proper provision shall be made so that the successors and assigns of the Surviving Corporation shall assume the obligations set forth in this Section 5.13. The Surviving Corporation shall obtain purchase and maintain in effect effect, without any lapses in coverage, a “tail” policy providing directors’ and officers’ liability insurance coverage for not less than five years after the Effective Time, the current benefit of those Persons who are covered by any directors’ and officers’ liability insurance policies of directors' and officers' liability insurance and fiduciary liability insurance maintained by the Company and Corporation or any of its Subsidiaries as of the Company's subsidiaries Administrative Closing Date, for a period of four (4) years following the Administrative Closing Date with respect to matters occurring at or prior to the Effective Time (includingAdministrative Closing Date that is at least equal to the coverage provided under the current directors’ and officers’ liability insurance policies of the Corporation or its Subsidiaries, without limitation, the transactions contemplated by this Agreement), as applicable; provided, that Parent may, with no lapse in coverage, the Corporation may substitute therefore therefor policies of substantially at least the same coverage containing terms and conditions which that are no less advantageous, in any material respect, advantageous to the Company's present beneficiaries thereof so long as such substitution does not result in gaps or former lapses in coverage with respect to matters occurring prior to the Administrative Closing Date. (c) The directors, officers, employees, employees and agents or other individuals otherwise covered by such insurance policies prior of each of the Corporation and its Subsidiaries that are entitled to the Effective Time (indemnification, liability limitation, exculpation and insurance set forth in this Section 6.12 are intended to be third party beneficiaries of this Section 6.12. This Section 6.12 shall survive the "Indemnified Parties"). Thisconsummation of the transactions contemplated by this Agreement and shall be binding on all successors and assigns of Buyer and the Corporation.

Indemnification; Directors’ and Officers’ Insurance. Subject (a) From and after the Effective Time, the Surviving Corporation shall indemnify and hold harmless and shall advance expenses as incurred, in each case to the occurrence extent (subject to applicable law) such persons are indemnified or entitled to such advancement of expenses as of the date of this Agreement by CrossFirst pursuant to the CrossFirst Certificate, CrossFirst Bylaws, the governing or organizational documents of any Subsidiary of CrossFirst, any indemnification agreements in existence as of the date hereof that have been disclosed to Busey or the KGCC, each present and former director, officer or employee of CrossFirst and its Subsidiaries (in each case, when acting in such capacity) (collectively, the “CrossFirst Indemnified Parties”) against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, damages, liabilities and other amounts incurred in connection with any threatened or actual claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, whether arising before or after the Effective Time, arising out of the fact that such person is or was a director, officer or employee of CrossFirst or any of its Subsidiaries and pertaining to matters existing or occurring at or prior to the Effective Time, including the transactions contemplated by this Agreement; provided, that in the case of advancement of expenses, the CrossFirst Indemnified Party to whom expenses are advanced provides an undertaking to repay such advances if it is ultimately determined that such CrossFirst Indemnified Party is not entitled to indemnification. (b) For a period of six (6) years after the Effective Time, the Surviving Corporation shall cause to be maintained in effect the current policies of directors’ and officers’ liability insurance maintained by CrossFirst (provided, that the Surviving Corporation may substitute therefor policies with a substantially comparable insurer of at least the same coverage and amounts containing terms and conditions that are no less advantageous to the insured) with respect to claims against the present and former officers and directors of CrossFirst or any of its Articles of Incorporation and Bylaws to contain Subsidiaries arising from facts or events which occurred at or before the indemnification provisions set forth in Effective Time; provided, that the Articles of Incorporation and Bylaws of the Company on the date of this Agreement, which provisions thereafter Surviving Corporation shall not be amendedobligated to expend, repealed or otherwise modified after on an annual basis, an amount in excess of 250% of the Effective Time in any manner that could reasonably be expected to adversely affect current annual premium paid as of the rights thereunder of individuals who date hereof by CrossFirst for such insurance (the “Premium Cap”), and if such premiums for such insurance would at any time prior exceed the Premium Cap, then the Surviving Corporation shall cause to be maintained policies of insurance which, in the Surviving Corporation’s good faith determination, provide the maximum coverage available at an annual premium equal to the Effective Time were directors, officers or employees Premium Cap. In lieu of the Company foregoing, CrossFirst, in respect consultation with, but only upon the consent of actions or omissions occurring Busey, may (and at the request of Busey, CrossFirst shall use its reasonable best efforts to) obtain at or prior to the Effective Time a six (including6)-year “tail” policy under CrossFirst’s existing directors and officers insurance policy providing equivalent coverage to that described in the preceding sentence if and to the extent that the same may be obtained for an amount that, without limitationin the aggregate, does not exceed the transactions contemplated by Premium Cap. (c) The provisions of this Agreement)Section 6.7 shall survive the Effective Time and are intended to be for the benefit of, and shall be enforceable by, each CrossFirst Indemnified Party and his or her heirs and representatives. Parent shall cause the Surviving Corporation to comply with the terms of and maintain in existence any current indemnification agreements between the Company and any of its directors or officers. In the event If the Surviving Corporation or any of its successors or assigns (ai) consolidates with or merges into any other Person person and the Surviving Corporation shall is not be the continuing or surviving corporation or entity person of such consolidation or merger merger, or (bii) transfers all or substantially all of its properties and assets or deposits to any Personother person or engages in any similar transaction, then, and then in each such case, case the Surviving Corporation will cause proper provision shall to be made so that the successors and assigns of the Surviving Corporation shall will expressly assume the obligations set forth in this Section 5.13. The Surviving Corporation shall obtain and maintain in effect for not less than five years after the Effective Time, the current policies of directors' and officers' liability insurance and fiduciary liability insurance maintained by the Company and the Company's subsidiaries with respect to matters occurring at or prior to the Effective Time (including, without limitation, the transactions contemplated by this Agreement), provided, that Parent may, with no lapse in coverage, substitute therefore policies of substantially the same coverage containing terms and conditions which are no less advantageous, in any material respect, to the Company's present or former directors, officers, employees, agents or other individuals otherwise covered by such insurance policies prior to the Effective Time (the "Indemnified Parties"). This6.7.

Indemnification; Directors’ and Officers’ Insurance. Subject to the occurrence of (a) From and after the Effective Time, Parent shall, and shall cause the Surviving Corporation shall cause to, fulfill and honor in all respects the obligations of the Company and its Articles subsidiaries under any indemnification agreements between (i) the Company or any of its subsidiaries and (ii) any of their respective directors and officers, as in effect on the date hereof (the "Indemnified Parties"), and any indemnification provisions in the Company's Certificate of Incorporation and Bylaws to contain or Bylaws, as in effect on the indemnification provisions set forth date hereof, or in any equivalent organizational documents of any subsidiary of the Articles Company, as the case may be. The Certificate of Incorporation and Bylaws of the Company Surviving Corporation shall contain provisions with respect to exculpation and indemnification that are at least as favorable to the Indemnified Parties as those contained in the Certificate of Incorporation and Bylaws of the Company, as in effect on the date hereof, and the exculpation and indemnification provisions of this Agreementthe equivalent organizational documents of each subsidiary of the Company as in effect on the date hereof shall remain in full force and effect, which and no such provisions thereafter shall not be amended, repealed or otherwise modified after for a period of six (6) years following the Effective Time in any manner that could reasonably be expected to would adversely affect the rights thereunder of individuals who at any time who, immediately prior to the Effective Time Time, were directors, officers officers, employees or employees agents of the Company or any subsidiary of the Company, unless such modification is required by applicable law. (b) For a period of four (4) years following the Effective Time, Parent shall maintain in respect effect a policy of actions directors' and officers' insurance covering those persons who are currently covered, or omissions occurring at will be covered on or prior to the Effective Time Time, by the Company's directors' and officers' insurance policy in effect as of the date hereof (a copy of which has been heretofore delivered to Parent) for actions or omissions occurring on or prior to the Effective Time, which insurance policy shall contain terms and conditions (including, without limitation, coverage amounts and scope) that are at least as favorable in the transactions contemplated by this Agreement). Parent shall cause the Surviving Corporation to comply with aggregate as the terms of and maintain in existence any current indemnification agreements between the Company and any of its directors or officers. In the event the Surviving Corporation or any of its successors or assigns (a) consolidates with or merges into any other Person and the Surviving Corporation shall not be the continuing or surviving corporation or entity of such consolidation or merger or (b) 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 conditions of the Surviving Corporation shall assume the obligations set forth in this Section 5.13. The Surviving Corporation shall obtain and maintain in effect for not less than five years after the Effective Time, the current policies of Company's directors' and officers' liability insurance policy in effect as of the date hereof; provided, however, that notwithstanding the foregoing, Parent shall not be required to pay an annual premium on such insurance policy that is greater than one hundred and fiduciary liability insurance maintained by fifty percent (150%) of the Company and annual premium payable under the Company's subsidiaries with respect directors' and officers' insurance policy in effect as of the date hereof as set forth in Section 5.11 of the Company Disclosure Letter (the "Current Premium"), and if the annual premium for such coverage would at any time exceed one hundred and fifty percent (150%) of the Current Premium, the Surviving Corporation shall maintain insurance policies which provide the maximum and best coverage then available at an annual premium equal to matters occurring at one hundred and fifty percent (150%) of the Current Premium; and provided further, however, that notwithstanding the foregoing, Parent may satisfy its obligations under this Section 5.11(b) by purchasing a "tail" policy under the Company's existing directors' and officers' insurance policy which (i) has an effective term of four (4) years from the Effective Time, (ii) covers those persons who are currently covered, or will be covered on or prior to the Effective Time Time, by the Company's directors' and officers' insurance policy in effect as of the date hereof for actions and omissions occurring on or prior to the Effective Time, and (iii) contains terms and conditions (including, without limitation, coverage amounts) that are at least as favorable in the transactions contemplated by this Agreement), provided, that Parent may, with no lapse in coverage, substitute therefore policies of substantially aggregate as the same coverage containing terms and conditions which are no less advantageous, in any material respect, to of the Company's present or former directors' and officers' insurance policy in effect as of the date hereof. (c) Parent and the Surviving Corporation jointly and severally agree to pay all expenses, officersincluding reasonable attorneys' fees, employees, agents or that may be incurred by any Indemnified Party in enforcing the indemnity and other individuals otherwise covered by such insurance policies prior obligations provided for in this Section 5.11 to the Effective Time extent that such Indemnified Party is determined to be entitled to indemnification under this Section 5.11. (d) The provisions of this Section 5.11 shall operate for the "benefit of, and shall be enforceable by, each of the Indemnified Parties"). This, and their heirs, representatives, successors and assigns.

Indemnification; Directors’ and Officers’ Insurance. Subject (a) Each of Investor and the Company agrees that all rights to the occurrence indemnification and all limitations of liability existing in favor of any director or officer of the Effective Time, Company or its Subsidiaries (the Surviving Corporation shall cause its “Indemnified Parties”) as provided in the Company’s Articles of Incorporation and or Bylaws to contain the indemnification provisions set forth or in the Articles of Incorporation and Bylaws similar governing documents of the Company on Company’s Subsidiaries as in effect as of the date of this Agreement, which provisions thereafter shall not be amended, repealed or otherwise modified after the Effective Time in any manner that could reasonably be expected hereof with respect to adversely affect the rights thereunder of individuals who at any time prior to the Effective Time were directors, officers or employees of the Company in respect of actions or omissions matters occurring at on or prior to the Effective Time (includingshall survive the Merger and shall continue in full force and effect, without limitationany amendment thereto, for a period of six years from the Effective Time; provided, however, that all rights to indemnification in respect of any Claim asserted or made within such period shall continue until the final disposition of such Claim. (b) Prior to the Effective Time, the transactions contemplated Company shall purchase an extended reporting period endorsement under the Company’s existing directors’ and officers’ liability insurance coverage for the Company’s directors and officers in a form acceptable to the Company which shall provide such directors and officers with coverage for six years following the Effective Time of not less than the existing coverage under, and have other terms not materially less favorable to, the insured persons than the directors’ and officers’ liability insurance coverage presently maintained by this Agreementthe Company, so long as the aggregate cost is less than or equal to $150,000 (the “Premium Limit”). Parent shall cause In the Surviving Corporation to comply with event that the terms of and maintain in existence any current indemnification agreements between Premium Limit is insufficient for such coverage, the Company and any of its directors or officers. may enter into an agreement to spend up to that amount to purchase such lesser coverage as may be obtained with such amount. (c) In the event the Surviving Corporation Company or any of its successors or assigns (ai) consolidates with or merges into any other Person and the Surviving Corporation shall not be the continuing or surviving corporation or entity of such consolidation or merger merger, or (bii) 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 event the Surviving Corporation Company shall assume the obligations set forth in this Section 5.13. The Surviving Corporation shall obtain 6.10. (d) Investor and maintain in effect for not less than five years after the Company agree that at the Effective Time, the current policies Surviving Company shall enter into separate indemnification agreements in the form attached hereto as Exhibit E with each of directors' the Investor Designees and officers' liability insurance and fiduciary liability insurance maintained by the Company Designees, which indemnification agreements shall provide such Investor Designees and Company Designees with rights to customary indemnification and advancement of expenses. (e) The provisions of this Section 6.10 are intended to be for the Company's subsidiaries with respect benefit of, and to matters occurring at grant third party rights to, and shall be enforceable by, each Indemnified Party, Investor Designee and Company Designee, as applicable, and his or prior to the Effective Time (including, without limitation, the transactions contemplated by this Agreement), provided, that Parent may, with no lapse in coverage, substitute therefore policies of substantially the same coverage containing terms her heirs and conditions which are no less advantageous, in any material respect, to the Company's present or former directors, officers, employees, agents or other individuals otherwise covered by such insurance policies prior to the Effective Time (the "Indemnified Parties"). Thisrepresentatives.

Indemnification; Directors’ and Officers’ Insurance. Subject The Company shall (a) during the Employment Period and thereafter without limitation of time, indemnify and advance expenses to Employee to the occurrence fullest extent permitted by applicable law from time to time in effect, provided (i) Employee shall not be entitled to retain her own counsel if counsel to the Company is also representing her in any such action or proceeding except if the defendants in any such proceedings include both Employee and the Company and there are legal defenses available to her which are different from or additional to those available to the Company and the Company does not assert such defenses, or the applicable disciplinary rules and ethical considerations preclude (even if the Employee and the Company provide written waivers) one counsel from representing the Employee and the Company or asserting such defenses on behalf of Employee, then Employee shall have the Effective Timeright at the Company’s expense to select separate counsel to assert such legal defenses and to otherwise participate in the defense of such proceedings on her behalf, and (ii) Employee delivers a written undertaking to the Company to repay such amounts if a court of competent jurisdiction determines that she is not entitled to such indemnification, and (b) ensure that during the Employment Period, the Surviving Corporation Company and its affiliates acquire and maintain directors and officers liability insurance covering Employee; provided, however, that in no event shall cause Employee be entitled to indemnification or advancement of expenses under this Section 9.2 with respect to any proceeding or matter therein brought or made by Employee against the Company or its Articles affiliates other than one initiated by Employee to enforce Employee’s rights under this Section 9.2. The rights of indemnification and to receive advancement of expenses as provided in this Section 9.2 shall not be deemed exclusive of any other rights to which Employee may at any time be entitled under applicable law, the Certificate of Incorporation and Bylaws to contain the indemnification provisions set forth in the Articles of Incorporation and or Bylaws of the Company on the date of this Agreement, which provisions thereafter shall not be amended, repealed or otherwise modified after the Effective Time in any manner that could reasonably be expected to adversely affect the rights thereunder of individuals who at any time prior to the Effective Time were directors, officers or employees of the Company in respect of actions or omissions occurring at or prior to the Effective Time (including, without limitation, the transactions contemplated by this Agreement). Parent shall cause the Surviving Corporation to comply with the terms of and maintain in existence any current indemnification agreements between the Company and any of its directors or officers. In the event the Surviving Corporation or any of its successors or assigns (a) consolidates with or merges into affiliates, any other Person and the Surviving Corporation shall not be the continuing or surviving corporation or entity agreement, a vote of such consolidation or merger or (b) transfers all or substantially all of its properties and assets to any Personshareholders, then, and in each such case, proper provision shall be made so that the successors and assigns a resolution of the Surviving Corporation shall assume the obligations set forth in Board, or otherwise. The provisions of this Section 5.13. The Surviving Corporation 9.2 shall obtain and maintain continue in effect notwithstanding termination of Employee’s employment hereunder for not less than five years after the Effective Time, the current policies of directors' and officers' liability insurance and fiduciary liability insurance maintained by the Company and the Company's subsidiaries with respect to matters occurring at or prior to the Effective Time (including, without limitation, the transactions contemplated by this Agreement), provided, that Parent may, with no lapse in coverage, substitute therefore policies of substantially the same coverage containing terms and conditions which are no less advantageous, in any material respect, to the Company's present or former directors, officers, employees, agents or other individuals otherwise covered by such insurance policies prior to the Effective Time (the "Indemnified Parties"). Thisreason.

Indemnification; Directors’ and Officers’ Insurance. Subject to the occurrence of From and after the Effective Time, Parent shall, or shall cause the Surviving Corporation shall cause to, indemnify and hold harmless all current and former officers and directors of Company and its Articles Subsidiaries to the same extent such Persons are indemnified and held harmless as of Incorporation and Bylaws to contain the indemnification provisions set forth in the Articles of Incorporation and Bylaws of the Company on the date of this Agreement, which provisions thereafter shall not be amended, repealed Agreement by Company pursuant to the Amended and Restated Certificate of Incorporation of Company or otherwise modified after the Effective Time in any manner that could reasonably be expected to adversely affect the rights thereunder By-Laws of individuals who Company for acts or omissions occurring at any time or prior to the Effective Time were directorsTime, officers or employees of the Company including those in respect of actions the Merger and the other transactions contemplated hereby. All rights to indemnification and exculpation from liabilities for acts or omissions occurring at or prior to the Effective Time (including, without limitation, the transactions contemplated by this Agreement). Parent shall cause the Surviving Corporation to comply with the terms now existing in favor of and maintain in existence any current indemnification agreements between the and former officers, directors and employees of Company and any of its directors or officers. In the event the Surviving Corporation or any of its successors Subsidiaries or assigns any of their respective predecessors, and any Person prior to the Effective Time serving at the request of any such party as a director, officer, employee fiduciary or agent of another corporation, partnership, trust or other enterprise, as provided in the respective certificates or articles of incorporation or by-laws (aor comparable organizational documents) consolidates of Company or any of its Subsidiaries, and any existing indemnification agreements, shall survive the Merger and shall continue in full force and effect in accordance with or merges into any other Person their terms, and the Surviving Corporation shall not be amended, repealed or otherwise modified in any manner that would adversely affect the continuing or surviving corporation or entity rights thereunder of such consolidation individuals for acts or merger or (b) 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 the Surviving Corporation shall assume the obligations set forth in this Section 5.13. The Surviving Corporation shall obtain and maintain in effect for not less than five years after the Effective Time, the current policies of directors' and officers' liability insurance and fiduciary liability insurance maintained by the Company and the Company's subsidiaries with respect to matters omissions occurring at or prior to the Effective Time (includingTime. Parent shall provide, without limitationor shall cause the Surviving Corporation to provide, for an aggregate period of not less than six years from the transactions contemplated by this Agreement)Effective Time, provided, that Parent may, with no lapse in coverage, substitute therefore policies of substantially the same coverage containing terms and conditions which are no less advantageous, in any material respect, to the Company's present or former directors, officers, employees, agents or other individuals otherwise covered by such current directors and officers an insurance policies policy that provides coverage for events occurring prior to the Effective Time (the "D&O Insurance") on the same terms as Company's existing policy or, if such insurance coverage is unavailable, coverage that is on terms no less favorable to such directors and officers; provided, however, that neither Parent nor the Surviving Corporation shall be required to pay an annual premium for the D&O Insurance in excess of 250% of the last annual premium that Company paid prior to the date of this Agreement, but in such case Parent shall, or shall cause the Surviving Corporation to, purchase as much coverage as possible for such amount. The provisions of this SECTION 5.6 are intended to be for the benefit of, and shall be enforceable by, each Indemnified Parties"). ThisParty and his heirs and representatives.

Indemnification; Directors’ and Officers’ Insurance. Subject to the occurrence of (a) From and after the Effective Time, MergeCo shall and shall cause the Surviving Corporation shall cause its Articles of Incorporation to indemnify, defend and Bylaws to contain hold harmless the indemnification provisions set forth in the Articles of Incorporation present and Bylaws former officers, directors, employees and agents of the Company on and its Subsidiaries (the date "INDEMNIFIED PARTIES") against all losses, claims, damages, expenses or liabilities arising out of this Agreement, which provisions thereafter shall not be amended, repealed or otherwise modified after the Effective Time in any manner that could reasonably be expected related to adversely affect the rights thereunder of individuals who at any time prior to the Effective Time were directors, officers actions or employees of the Company in respect of omissions or alleged actions or omissions occurring at or prior to the Effective Time Time: (includingi) to the full extent permitted by the DGCL or, (ii) if the protections afforded thereby to an Indemnified Party are greater, without limitationto the same extent and on the same terms and conditions (including with respect to advancement of expenses) provided for in the Company's certificate of incorporation and by-laws and agreements in effect at the date hereof (to the extent consistent with applicable Law), which provisions will survive the transactions contemplated by this Agreement)Merger and continue in full force and effect after the Effective Time. Parent Without limiting the foregoing: (i) MergeCo shall and shall cause the Surviving Corporation to comply periodically advance expenses (including attorney's fees) as incurred by an Indemnified Party with respect to the terms of and maintain in existence foregoing to the full extent permitted under applicable Law, and (ii) any current determination required to be made with respect to whether an Indemnified Party shall be entitled to indemnification agreements between the Company and any of its directors or officers. In the event shall, if requested by such Indemnified Party, be made by independent legal counsel selected by the Surviving Corporation or any of its successors or assigns (a) consolidates with or merges into any other Person and the Surviving Corporation shall not be the continuing or surviving corporation or entity of reasonably satisfactory to such consolidation or merger or Indemnified Party. (b) 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 XxxxxXx agrees that the successors Company, and, from and assigns of after the Effective Time, the Surviving Corporation Corporation, shall assume the obligations set forth in this Section 5.13. The Surviving Corporation shall obtain and maintain cause to be maintained in effect for not less than five six years after from the Effective Time, Time the current policies of the directors' and officers' liability insurance and fiduciary liability insurance maintained by the Company subject to the following: (i) the Surviving Corporation may substitute therefor other policies of at least the same coverage amounts and which are underwritten by insurers of at least equal claims paying ratings and which contain terms and conditions not less advantageous to the Company's subsidiaries beneficiaries of the current policies; PROVIDED, THAT such substitution shall not result in any gaps or lapses in coverage with respect to matters occurring at or prior to the Effective Time Time; and (including, without limitation, ii) the transactions contemplated Surviving Corporation shall not be required to pay an annual premium in excess of 250% of the last annual premium paid by this Agreement), provided, that Parent may, with no lapse in coverage, substitute therefore policies of substantially the same coverage containing terms and conditions which are no less advantageous, in any material respect, to the Company's present or former directors, officers, employees, agents or other individuals otherwise covered by such insurance policies Company prior to the date hereof and if the Surviving Corporation is unable to obtain the insurance required by this Section 5.05(b) it shall obtain as much comparable insurance as possible for an annual premium equal to such maximum amount; and (iii) MergeCo and the Surviving Corporation shall be entitled to purchase and maintain tail insurance coverage for such six year period, which insurance coverage shall comply with the coverage amount requirement, and the other requirements, of Section 5.05(b)(i), and the purchase and maintenance of such tail insurance coverage by MergeCo or the Surviving Corporation, as the case may be, shall be deemed to fulfill MergeCo's and the Surviving Corporation's obligations under this Section 5.05(b). (c) This Section 5.05 shall survive the consummation of the Merger at the Effective Time (Time, is intended to benefit the "Company, the Surviving Corporation and the Indemnified Parties"). This, shall be binding on all successors and assigns of MergeCo and the Surviving Corporation, and shall be enforceable by the Indemnified Parties.