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

Indemnification; Directors’ and Officers’ Insurance. (a) From and after the Effective Time, Parent shall, and shall cause the Surviving Company to, indemnify and hold harmless each present and former director and officer of the Company determined as of the Effective Time (the “Indemnified Parties”), against any costs or expenses (including reasonable and documented attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative (including with respect to matters existing or occurring at or prior to the Effective Time (including this Agreement and the transactions and actions contemplated hereby)), arising out of the fact that such Indemnified Party is or was a director, officer, employee or agent of the Company, or is or was serving at the request of the Company as a director, officer, employee or agent of another Person prior to the Effective Time, in each case, whether asserted or claimed prior to, at or after the Effective Time, to the fullest extent that the Company would have been permitted under Ohio Law, any applicable indemnification agreement to which such Person is a party, the Company Articles of Incorporation or Company Code of Regulations in effect on the date of this Agreement to indemnify such Person (and Parent and the Surviving Company shall also advance expenses as incurred to the fullest extent permitted under applicable Law; provided that the Person to whom expenses are advanced shall provide an undertaking to repay such advances if it is ultimately determined that such Person is not entitled to indemnification). Parent shall ensure that the organizational documents of the Surviving Company shall, for a period of six (6) years from and after the Effective Time, contain provisions no less favorable with respect to indemnification, advancement of expenses and exculpation of present and former directors, officers, employees and agents of the Company and its Subsidiaries than are presently set forth in the Company Articles of Incorporation and Company Code of Regulations. Any right of indemnification of an Indemnified Party pursuant to this Section 6.12 shall not be amended, repealed or otherwise modified at any time in a manner that would adversely affect the rights of such Indemnified Party as provided herein. (b) Prior to the Effective Time, the Company shall and, if the Company is unable to, Parent shall cause the Surviving Company as of the Effective Time 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 from an insurance carrier with the same or better credit rating as the Company’s current insurance carrier with respect to directors’ and officers’ liability insurance and fiduciary liability insurance (collectively, “D&O Insurance”) with 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 or the transactions or actions contemplated hereby); provided, however that in no event shall the Company expend for such policies an annual premium amount in excess of three hundred percent (300%) of the annual premiums currently paid by the Company for such insurance. If the Company for any reason fails to obtain such “tail” insurance policies as of the Effective Time, the Surviving Company shall, and Parent shall cause the Surviving Company to, continue to maintain in effect for a period of at least six (6) years from and after the Effective Time the D&O Insurance in place as of the date of this Agreement with 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 Company shall, and Parent shall cause the Surviving Company 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 the Company expend, or Parent or the Surviving Company be required to expend for such policies, an annual amount in excess of three hundred percent (300%) of the annual premiums currently paid by the Company for such insurance; and, provided, further that if the premium for such insurance coverage exceeds such amount, the Surviving Company shall obtain a policy with the greatest coverage available for a cost not exceeding such amount. (c) If Parent or any of its successors or assigns (i) shall consolidate with or merge into any other corporation or entity and shall not be the continuing or surviving corporation or entity of such consolidation or merger or (ii) shall transfer all or substantially all of its properties and assets to any individual, corporation or other entity, then and in each such case proper provisions shall be made so that the successors and assigns of Parent shall assume all of the obligations of Parent set forth in this Section 6.12. (d) The provisions of this Section 6.12 are intended to be for the benefit of, and shall be enforceable by, each of the Indemnified Parties, their heirs and their representatives. The rights of each Indemnified Party under this Section 6.12 shall be in addition to any rights such individual may have under Ohio Law, any applicable indemnification agreement to which such Person is a party, the Company Articles of Incorporation or the Company Code of Regulations. (e) Neither of Parent or the Surviving Company shall settle, compromise or consent to the entry of any judgment in any threatened or actual Proceeding for which indemnification could be sought by an Indemnified Party hereunder, unless such settlement, compromise or consent includes an unconditional release of such Indemnified Party from all liability arising out of such Proceeding or such Indemnified Party otherwise consents in writing (such consent not to be unreasonably withheld or delayed) to such settlement, compromise or consent. (f) Nothing in this Agreement is intended to, shall be construed to or shall release, waive or impair any rights to directors’ and officers’ insurance claims under any policy that is or has been in existence with respect to the Company or any of its Subsidiaries for any of their respective directors, officers or other employees, it being understood and agreed that the indemnification provided for in this Section 6.12 is not prior to or in substitution for any such claims under such policies.

Indemnification; Directors’ and Officers’ Insurance. (a) From and after the Effective Time, Parent shall, and shall cause the Surviving Company to, indemnify and hold harmless harmless, to the fullest extent permitted under applicable Law (and Parent shall also advance expenses as incurred to the fullest extent permitted under applicable Law provided the Person to whom expenses are advanced provides an undertaking to repay such advances if it is ultimately determined that such Person is not entitled to indemnification), each present and former director and officer of the Company determined as of the Effective Time and its Subsidiaries (collectively, the “Indemnified Parties”), ) against any costs or expenses (including reasonable and documented attorneys’ feesfees and expenses), 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 (including with respect investigative, arising out of or pertaining to matters existing or occurring at or prior to the Effective Time (including this Agreement and the transactions and actions contemplated hereby)), arising out of the fact that such Indemnified Party is or was a director, officer, employee or agent of the Company, or is or was serving at the request of the Company as a director, officer, employee or agent of another Person prior to the Effective Time, in each case, whether asserted or claimed prior to, at or after the Effective Time) that are, in whole or in part, based on or arising out of the fact that such person is or was a director, officer, employee of the Company or any of Subsidiary of the Company, including the transactions contemplated by this Agreement or serve as a fiduciary under, or with respect to, any employee benefit plan (within the meaning of Section 3(3) of ERISA) at any time maintained by or contributed to by the Company or any of its Subsidiaries. (b) Any Indemnified Party wishing to claim indemnification under paragraph (a) of this Section 6.16, 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 except to the fullest extent that such failure materially prejudices Parent. In the Company would have been permitted under Ohio Lawevent of any such claim, any applicable indemnification agreement to which such Person is a partyaction, suit, proceeding or investigation (whether arising before or after the Company Articles of Incorporation or Company Code of Regulations in effect on the date of this Agreement to indemnify such Person Effective Time), (and i) Parent and the Surviving Company Entity shall also pay the reasonable fees and expenses of counsel selected by the Indemnified Parties, which counsel shall be reasonably satisfactory to Parent, promptly after statements therefor are received and otherwise advance to such Indemnified Party upon request of reimbursement of documented expenses as incurred reasonably incurred, (ii) Parent shall cooperate with the defense of such matter and (iii) any determination required to be made with respect to whether an Indemnified Party’s conduct complies with the standards set forth under applicable Law and the certificate of incorporation or bylaws shall be made by independent counsel mutually acceptable to Parent and the Indemnified Party; provided, however, that Parent and the Surviving Entity shall not be liable for any settlement effected without its written consent (which consent shall not be unreasonably withheld, delayed or conditioned). If such indemnity is not available with respect to any Indemnified Party, then the Surviving Entity and the Indemnified Party shall contribute to the fullest extent permitted under applicable Law; provided that amount payable in such proportion as is appropriate to reflect relative faults and benefits. (c) Subject to the Person to whom expenses are advanced shall provide an undertaking to repay such advances if it is ultimately determined that such Person is not entitled to indemnificationlast sentence of this Section 6.16(c). Parent shall ensure that the organizational documents of the Surviving Company shall, for a period of six (6) years from and after the Effective Time, contain provisions no less favorable with respect to indemnification, advancement of expenses and exculpation of present and former directors, officers, employees and agents of the Company and its Subsidiaries than are presently set forth in the Company Articles of Incorporation and Company Code of Regulations. Any right of indemnification of an Indemnified Party pursuant to this Section 6.12 shall not be amended, repealed or otherwise modified at any time in a manner that would adversely affect the rights of such Indemnified Party as provided herein. (b) Prior to the Effective Time, the Company shall and, if the Company is unable to, Parent shall cause the Surviving Company as of the Effective Time 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 from an insurance carrier with the same or better credit rating as the Company’s current insurance carrier with respect to maintain in effect 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 Company’s existing policies with respect to matters existing covering acts or omissions occurring at or prior to the Effective Time (including in connection with this Agreement or the transactions or actions contemplated hereby); provided, however that in no event shall the Company expend for such policies an annual premium amount in excess of three hundred percent (300%) of the annual premiums respect to those persons who are currently paid covered by the Company for Company’s D&O Insurance policy on terms with respect to such insurance. If the Company for any reason fails to obtain such “tail” insurance policies as coverage and amount no less favorable than those of the Effective Time, the Surviving Company shall, and Parent shall cause the Surviving Company to, continue to maintain in effect for a period of at least six (6) years from and after the Effective Time the D&O Insurance in place as policy of the date of this Agreement with benefits and levels of coverage at least as favorable as provided Company in the Company’s existing policies as of the date of this Agreement, or the Surviving Company shall, and Parent shall cause the Surviving Company 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 effect on the date of this Agreement; provided, however however, that in no event shall the Company expend, or will Parent or the Surviving Company be required to expend pay aggregate annual premiums for such policies, an annual amount insurance under this Section 6.16(c) in excess of three hundred percent (300%) of times the most recent aggregate annual premiums currently premium paid by the Company for such insurancepurpose (which annual aggregate premium the Company represents and warrants to be approximately $750,000 in the aggregate) (the “Current Premium”); and, provided, further further, that if the premium for annual premiums of such insurance coverage exceeds exceed such amount, the Surviving Company shall Parent will be obligated to obtain a D&O Insurance policy with the greatest best coverage available available, in the reasonable judgment of the Parent Board, for a cost up to but not exceeding 300% of the Current Premium. In addition, for six years after the Effective Time, Parent shall maintain in effect fiduciary liability insurance policies for employees who serve or have served as fiduciaries under or with respect to any employee benefit plans described in Section 6.16 of the Company Disclosure Letter with coverages and in amounts no less favorable than those of the policies of the Company in effect on the date of this Agreement. The provisions of this Section 6.16(c) shall be deemed to have been satisfied if Parent, with the cooperation of the Company, obtains prepaid policies prior to the Closing for purposes of this Section 6.16(c), which policies are provided by an insurer with a claims paying rate no lower than the rating of the provider of the Company’s current D&O Insurance policy and provide such amountdirectors and officers with coverage no less advantageous to the insured for an aggregate period of six years with respect to claims arising from facts or events that occurred on or before the Effective Time (including those related to this Agreement and the transactions contemplated hereby). (cd) If Parent or the Surviving Entity or any of its their respective successors or assigns (i) shall consolidate with or merge into any other corporation or entity and shall not be the continuing or surviving corporation or entity of such consolidation or merger or (ii) shall transfer all or substantially all of its such party’s properties and assets to any individual, corporation or other entity, then then, and in each such case case, proper provisions shall be made so that the successors and assigns of Parent or the Surviving Entity, as the case may be, shall assume all of the applicable obligations of Parent set forth in this Section 6.126.16. (de) The provisions of this Section 6.12 6.16 are intended to be for the benefit of, and shall be enforceable by, each of the Indemnified Parties, their heirs and their representativesrepresentatives and are in addition to, and not in substitution for, any other rights to indemnification that any such person may have by contract or otherwise. The rights of each If any Indemnified Party is required to bring any action to enforce rights or to collect moneys due under this Section 6.12 shall be Agreement and is successful in addition to any rights such individual may have under Ohio Lawaction, any applicable indemnification agreement to which such Person is a party, the Company Articles of Incorporation or the Company Code of Regulations. (e) Neither of Parent or and the Surviving Company Entity shall settle, compromise or consent to the entry of any judgment in any threatened or actual Proceeding for which indemnification could be sought by an Indemnified Party hereunder, unless such settlement, compromise or consent includes an unconditional release of reimburse such Indemnified Party from for all liability arising out of such Proceeding or such Indemnified Party otherwise consents in writing (such consent not to be unreasonably withheld or delayed) to such settlement, compromise or consent. (f) Nothing in this Agreement is intended to, shall be construed to or shall release, waive or impair any rights to directors’ and officers’ insurance claims under any policy that is or has been in existence with respect to the Company or any of its Subsidiaries for any of their respective directorsexpenses reasonably incurred in connection with bringing and pursuing such action including, officers or other employeeswithout limitation, it being understood reasonable attorneys’ fees and agreed that the indemnification provided for in this Section 6.12 is not prior to or in substitution for any such claims under such policiescosts.

Indemnification; Directors’ and Officers’ Insurance. (a) From and after the Effective Time, Parent shall, and or shall cause the Surviving Company Corporation to, (i) indemnify and hold harmless each present and former director director, officer and officer employee of the Company determined as of the Effective Time (collectively, the “Company Indemnified Parties”), ) against any costs and all Damages incurred or expenses (including reasonable and documented attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred suffered by any of the Company Indemnified Parties in connection with any claim, action, suit, proceeding Liabilities or investigationany Action, whether civil, criminal, administrative or investigative (including with respect investigative, arising out of or pertaining to matters existing or occurring at or prior to the Effective Time (including this Agreement and the transactions and actions contemplated hereby)), arising out of the fact that such Indemnified Party is or was a director, officer, employee or agent of the Company, or is or was serving at the request of the Company as a director, officer, employee or agent of another Person prior to the Effective Time, in each case, whether asserted or claimed prior to, at or after the Effective Time, to the fullest extent that the Company would have been permitted under Ohio Law, any applicable indemnification agreement to which such Person is a party, Law and under the Company Articles Certificate of Incorporation or and the Company Code of Regulations Bylaws as in effect on the date of this Agreement Agreement, to indemnify such Person Company Indemnified Parties and (and Parent and ii) advance reasonable expenses of counsel (reasonably satisfactory to the Surviving Company shall also advance expenses Corporation) as incurred by any Company Indemnified Party in connection with any matters for which such Company Indemnified Party is entitled to indemnification from Parent pursuant to this Section 6.5(a) to the fullest extent permitted under applicable LawLaw and under the Company Certificate of Incorporation and the Company Bylaws as in effect on the date of this Agreement; provided provided, however, that the Person Company Indemnified Party to whom expenses are advanced shall provide provides an undertaking to repay such advances if it is ultimately and finally determined by a court of competent jurisdiction and all rights of appeal have lapsed that such Person Company Indemnified Party is not entitled to indemnificationindemnification under applicable Law, the Company Certificate of Incorporation and the Company Bylaws, and pursuant to this Section 6.5(a). ; and provided further that Parent shall ensure that the organizational documents of and the Surviving Corporation shall not be obligated to pay expenses of more than one counsel for all Company shall, for Indemnified Parties in any single Action unless a conflict of interest precludes the effective representation of more than one Company Indemnified Party with respect to such Action. (b) For a period of six (6) years from and after following the Effective Time, contain provisions no less favorable with respect to indemnificationParent shall maintain, advancement of expenses and exculpation of present and former directors, officers, employees and agents of the Company and its Subsidiaries than are presently set forth in the Company Articles of Incorporation and Company Code of Regulations. Any right of indemnification of an Indemnified Party pursuant to this Section 6.12 shall not be amended, repealed or otherwise modified at any time in a manner that would adversely affect the rights of such Indemnified Party as provided herein. (b) Prior to the Effective Time, the Company shall and, if the Company is unable to, Parent shall cause the Surviving Company as of the Effective Time toCorporation for itself to maintain, obtain and fully pay for “tail” insurance policies with in effect a claims period of at least six (6) 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 directors’ and officers’ liability insurance policy covering those persons who are currently covered by the Company’s directors’ and fiduciary officers’ liability insurance policy (collectively, “D&O Insurance”copies of which have been heretofore made available to Parent or its advisors) with benefits coverage in amount and levels of coverage scope 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 or the transactions or actions contemplated hereby)coverage; provided, however however, that in no event this Section 6.5(b) shall the Company expend for such be deemed to have been satisfied if a prepaid policy or policies an annual premium amount in excess of three hundred percent (300%i.e., “tail coverage”) of the annual premiums currently paid have been obtained by the Company which policy or policies provide such directors and officers with the coverage described in this Section 6.5(b) for such insurance. If the Company for any reason fails to obtain such “tail” insurance policies as of the Effective Time, the Surviving Company shall, and Parent shall cause the Surviving Company to, continue to maintain in effect for a an aggregate period of at least not less than six (6) years with respect to claims arising from and after facts or events that occurred on or before the Effective Time Closing Date, including with respect to 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 transactions contemplated by this Agreement, or the Surviving Company shall, and Parent shall cause the Surviving Company 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 the Company expend, or Parent or the Surviving Company be required to expend for such policies, an annual amount in excess of three hundred percent (300%) of the annual premiums currently paid by the Company for such insurance; and, provided, further that if the premium for such insurance coverage exceeds such amount, the Surviving Company shall obtain a policy with the greatest coverage available for a cost not exceeding such amount. (c) If Parent or any of its successors or assigns (i) shall consolidate with or merge into any other corporation or entity The terms and shall not be the continuing or surviving corporation or entity of such consolidation or merger or (ii) shall transfer all or substantially all of its properties and assets to any individual, corporation or other entity, then and in each such case proper provisions shall be made so that the successors and assigns of Parent shall assume all of the obligations of Parent set forth in this Section 6.12. (d) The provisions of this Section 6.12 6.5 are intended to be in addition to the rights otherwise available to the Company Indemnified Parties by applicable Law, charter, bylaw or agreement, and shall operate for the benefit of, and shall be enforceable by, the Company Indemnified Parties and their respective heirs and representatives, each of the Indemnified Parties, their heirs and their representatives. The rights whom is an intended third party beneficiary of each Indemnified Party under this Section 6.12 shall be in addition to any rights such individual may have under Ohio Law, any applicable indemnification agreement to which such Person is a party, the Company Articles of Incorporation or the Company Code of Regulations6.5. (e) Neither of Parent or the Surviving Company shall settle, compromise or consent to the entry of any judgment in any threatened or actual Proceeding for which indemnification could be sought by an Indemnified Party hereunder, unless such settlement, compromise or consent includes an unconditional release of such Indemnified Party from all liability arising out of such Proceeding or such Indemnified Party otherwise consents in writing (such consent not to be unreasonably withheld or delayed) to such settlement, compromise or consent. (f) Nothing in this Agreement is intended to, shall be construed to or shall release, waive or impair any rights to directors’ and officers’ insurance claims under any policy that is or has been in existence with respect to the Company or any of its Subsidiaries for any of their respective directors, officers or other employees, it being understood and agreed that the indemnification provided for in this Section 6.12 is not prior to or in substitution for any such claims under such policies.

Indemnification; Directors’ and Officers’ Insurance. (a) From and after the Effective TimeTime through the sixth anniversary of the Effective Date, Parent shall, and shall cause the Surviving Company to, AFC agrees to indemnify and hold harmless each present and former person who is now or has been at any time prior to the date hereof or who becomes prior to the Effective Date, a director and or officer of the Company determined as LISB or its Subsidiaries or a director or trustee of the Effective Time another entity expressly at LISB's request or direction (the “each, an "Indemnified Parties”Party"), against any costs or expenses (including reasonable and documented 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 (including with respect to investigative, arising out of matters existing or occurring at or prior to the Effective Time (including this Agreement and the transactions and actions contemplated hereby))by this Agreement, arising out including the entering into of the fact that such Indemnified Party is or was a director, officer, employee or agent of the Company, or is or was serving at the request of the Company as a director, officer, employee or agent of another Person prior to the Effective Time, in each caseLISB Option Agreement), whether asserted or claimed prior to, at or after the Effective Time, and to advance any such Costs to each Indemnified Party as they are from time to time incurred, in each case to the fullest extent that the Company such Indemnified Party would have been indemnified as a director or officer of LISB or LISB Bank, as applicable, and as then permitted under Ohio Lawapplicable law. (b) Any Indemnified Party wishing to claim indemnification under Section 4.14(a), upon learning of any applicable indemnification agreement such claim, action, suit, proceeding or investigation, shall promptly notify AFC thereof, but the failure to so notify shall not relieve AFC of any liability it may have hereunder to such Indemnified Party if such failure does not materially and substantially prejudice the indemnifying party. In the event of any such claim, action, suit, proceeding or investigation, (i) AFC shall have the right to assume the defense thereof with counsel reasonably acceptable to the Indemnified Party and AFC shall not be liable to such Indemnified Party for any legal expenses of other counsel subsequently incurred by such Indemnified Party in connection with the defense thereof, except that if AFC does not elect to assume such defense within a reasonable time or counsel for the Indemnified Party at any time advises that there are issues which such Person is a partyraise conflicts of interest between AFC and the Indemnified Party (and counsel for AFC does not disagree), the Company Articles Indemnified Party may retain counsel satisfactory to such Indemnified Party, and AFC shall remain responsible for the reasonable fees and expenses of Incorporation such counsel as set forth above, to be paid promptly as statements therefor are received; PROVIDED, however, that AFC shall be obligated pursuant to this paragraph (b) to pay for only one firm of counsel for all Indemnified Parties in any one jurisdiction with respect to any given claim, action, suit, proceeding or Company Code investigation unless the use of Regulations one counsel for such Indemnified Parties would present such counsel with a conflict of interest; (ii) the Indemnified Party will reasonably cooperate in effect on the date defense of any such matter; and (iii) AFC shall not be liable for any settlement effected by an Indemnified Party without its prior written consent, which shall not be unreasonably withheld. (c) AFC shall pay all reasonable Costs, including attorneys' fees, that may be incurred by any Indemnified Party in successfully enforcing the indemnity and other obligations provided for in this Agreement to indemnify such Person (and Parent and the Surviving Company shall also advance expenses as incurred Section 4.14 to the fullest extent permitted under applicable Law; provided that the Person to whom expenses are advanced shall provide an undertaking to repay such advances if it is ultimately determined that such Person is not entitled to indemnification). Parent shall ensure that the organizational documents of the Surviving Company shall, for a period of six (6) years from and after the Effective Time, contain provisions no less favorable with respect to indemnification, advancement of expenses and exculpation of present and former directors, officers, employees and agents of the Company and its Subsidiaries than are presently set forth in the Company Articles of Incorporation and Company Code of Regulations. Any right of indemnification of an Indemnified Party pursuant to this Section 6.12 shall not be amended, repealed or otherwise modified at any time in a manner that would adversely affect the rights of such Indemnified Party as provided herein. (b) Prior to the Effective Time, the Company shall and, if the Company is unable to, Parent shall cause the Surviving Company as of the Effective Time 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 from an insurance carrier with the same or better credit rating as the Company’s current insurance carrier with respect to directors’ and officers’ liability insurance and fiduciary liability insurance (collectively, “D&O Insurance”) with 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 or the transactions or actions contemplated hereby); provided, however that in no event shall the Company expend for such policies an annual premium amount in excess of three hundred percent (300%) of the annual premiums currently paid by the Company for such insurance. If the Company for any reason fails to obtain such “tail” insurance policies as of the Effective Time, the Surviving Company shall, and Parent shall cause the Surviving Company to, continue to maintain in effect for a period of at least six (6) years from and after the Effective Time the D&O Insurance in place as of the date of this Agreement with 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 Company shall, and Parent shall cause the Surviving Company 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 the Company expend, or Parent or the Surviving Company be required to expend for such policies, an annual amount in excess of three hundred percent (300%) of the annual premiums currently paid by the Company for such insurance; and, provided, further that if the premium for such insurance coverage exceeds such amount, the Surviving Company shall obtain a policy with the greatest coverage available for a cost not exceeding such amount. (c) If Parent or any of its successors or assigns (i) shall consolidate with or merge into any other corporation or entity and shall not be the continuing or surviving corporation or entity of such consolidation or merger or (ii) shall transfer all or substantially all of its properties and assets to any individual, corporation or other entity, then and in each such case proper provisions shall be made so that the successors and assigns of Parent shall assume all of the obligations of Parent set forth in this Section 6.12. (d) The provisions of this Section 6.12 are intended to be for the benefit of, and shall be enforceable by, each of the Indemnified Parties, their heirs and their representativeslaw. The rights of each Indemnified Party under this Section 6.12 hereunder shall be in addition to any other rights such individual Indemnified Party may have under Ohio Law, any applicable indemnification agreement to which such Person is a party, the Company Articles of Incorporation or the Company Code of Regulationslaw. (ed) Neither For a period of Parent or six years after the Surviving Company Effective Time, AFC shall settle, compromise or consent cause to be maintained in effect for the former directors and officers of LISB and LISB Bank coverage under AFC's policy of directors and officers liability insurance no less advantageous to the entry beneficiaries thereof than the current policies of any judgment in any threatened or actual Proceeding for which indemnification could be sought by an Indemnified Party hereunder, unless such settlement, compromise or consent includes an unconditional release of such Indemnified Party from all liability arising out of such Proceeding or such Indemnified Party otherwise consents in writing (such consent not to be unreasonably withheld or delayed) to such settlement, compromise or consent. (f) Nothing in this Agreement is intended to, shall be construed to or shall release, waive or impair any rights to directors’ ' and officers’ ' liability insurance claims under any maintained by LISB; PROVIDED, however, that AFC, in its sole discretion, may substitute or, in its sole discretion, may cause LISB to substitute therefor single premium tail coverage with policy limits equal to LISB Bank's existing annual coverage limits; PROVIDED, FURTHER, however, that is in no event shall AFC be obligated to expend, in order to maintain or has been provide insurance coverage pursuant to this Subsection 4.14(d), an aggregate premium excess of 200% of the amount of the annual premiums paid as of the date hereof by LISB in existence with respect for such insurance (the "Maximum Amount"); PROVIDED, FURTHER, that if the amount of the annual premiums necessary to maintain or procure such insurance coverage exceeds the Maximum Amount, AFC shall obtain the most advantageous coverage of directors' and officers' insurance obtainable for an annual premium equal to the Company or any Maximum Amount; and PROVIDED, FURTHER, that officers and directors of its Subsidiaries LISB may be required to make application and provide customary representations and warranties to AFC's insurance carrier for any the purpose of their respective directors, officers or other employees, it being understood and agreed that the indemnification provided for in this Section 6.12 is not prior to or in substitution for any obtaining such claims under such policiesinsurance.

Indemnification; Directors’ and Officers’ Insurance. (a) From and after the Effective Time, each of Parent shall, and shall cause the Surviving Company to, Entity agrees that it will indemnify and hold harmless harmless, to the fullest extent permitted under applicable Law (and Parent and the Surviving Entity shall also advance expenses as incurred to the fullest extent permitted under applicable Law), each present and former director director, officer and officer employee of the Company determined as of the Effective Time (the each, an “Indemnified PartiesPerson”), against any costs or expenses (including reasonable and documented attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred in connection with any claim, action, suit, proceeding or investigationProceeding, whether civil, criminal, administrative or investigative investigative, arising out of or related to such Indemnified Person’s service as a director, officer or employee of the Company or services performed by such Person at the request of the Company (including with respect to matters existing acting, at the request of the Company, as a director, officer, employee, partner, manager, fiduciary or occurring trustee of any other Person) at or prior to the Effective Time (including this Agreement and the transactions and actions contemplated hereby)), arising out of the fact that such Indemnified Party is or was a director, officer, employee or agent of the Company, or is or was serving at the request of the Company as a director, officer, employee or agent of another Person prior to the Effective Time, in each case, whether asserted or claimed prior to, at or after the Effective Time, to including in connection with (i) the fullest extent that the Company would have been permitted under Ohio Law, any applicable indemnification agreement to which such Person is a party, the Company Articles of Incorporation or Company Code of Regulations in effect on the date of transactions contemplated by this Agreement and (ii) actions to indemnify such Person enforce this provision or any other indemnification or the advancement right of any Indemnified Person. (and Parent and the Surviving Company shall also advance expenses as incurred to the fullest extent permitted under applicable Law; provided that the Person to whom expenses are advanced shall provide an undertaking to repay such advances if it is ultimately determined that such Person is not entitled to indemnification). Parent shall ensure that the organizational documents of the Surviving Company shall, for a period of six (6b) years from From and after the Effective Time, contain Parent shall cause to be maintained in effect provisions no less favorable with respect to indemnificationof the Limited Liability Company Agreement of the Surviving Entity that are in effect as of the date hereof regarding elimination of liability of directors, indemnification of officers, directors and employees and advancement of expenses and exculpation that are no less advantageous to the intended beneficiaries than the corresponding provisions in existence on the date of present and former directors, officers, employees and agents of the Company and its Subsidiaries than are presently set forth in the Company Articles of Incorporation and Company Code of Regulations. Any right of indemnification of an Indemnified Party pursuant to this Section 6.12 shall not be amended, repealed or otherwise modified at any time in a manner that would adversely affect the rights of such Indemnified Party as provided hereinAgreement. (bc) Prior to the Effective Time, the Company shall and, if the Company is unable to, Parent shall cause the Surviving Company Entity as of the Effective Time to, obtain and fully pay the premium for “tail” insurance policies with for the extension of (i) the directors’ and officers’ liability coverage of the Company’s existing directors’ and officers’ insurance policies, and (ii) the Company’s existing fiduciary liability insurance policies, in each case for a claims reporting or discovery period of at least six (6) years from and after the Effective Time (the “Tail Period”) from an one or more insurance carrier carriers with the same or better credit rating as the Company’s current 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 benefits terms, conditions, retentions and levels limits of coverage liability that are at least as favorable to the insureds 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 or the transactions or actions contemplated hereby); provided, however that in no event shall the Company expend for such policies an annual premium amount in excess of three hundred percent (300%) of the annual premiums currently paid by the Company for such insurance. If the Company and the Surviving Entity for any reason fails fail to obtain such “tail” insurance policies as of the Effective Time, the Surviving Company Entity shall, and Parent shall cause the Surviving Company Entity to, continue to maintain in effect for a period of at least six (6) years from and after the Effective Time Tail Period the D&O Insurance in place as of the date of this Agreement with benefits terms, conditions, retentions and levels limits of coverage 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 Company Entity shall, and Parent shall cause the Surviving Company Entity to, purchase comparable D&O Insurance for such six-year period the Tail Period with benefits terms, conditions, retentions and levels limits of coverage liability that are at least as favorable as provided in the Company’s existing policies as of the date of this Agreement; provided, however however, that in no event shall the Company expend, or Parent or the Surviving Company be required to expend for such policies, an annual amount in excess of three hundred percent (300%) aggregate cost of the D&O Insurance exceed during the Tail Period an amount equal to six multiplied by 300% of the current aggregate annual premiums currently premium paid by the Company for such insurancepurpose; and, and provided, further further, that if the premium for cost of such insurance coverage exceeds such amount, the Surviving Company Entity shall obtain a policy with the greatest coverage available for a cost not exceeding such amount. (cd) If Parent Parent, the Surviving Entity or any of its successors or assigns (i) shall consolidate consolidates with or merge merges into any other corporation or entity Person and shall not be the continuing or surviving corporation or entity of such consolidation or merger merger, or (ii) shall transfer transfers or conveys all or substantially all of its properties and assets to any individual, corporation or other entityPerson, then and in each such case proper provisions provision shall be made so that the successors and assigns of Parent or the Surviving Entity, as the case may be, shall assume all of the obligations of Parent set forth in this Section 6.125.9. (de) The provisions rights of each Indemnified Person under this Section 6.12 5.9 shall be in addition to any rights such Person may have under the Company Agreement, under the Limited Liability Company Agreement of the Surviving Company, under Delaware Law or any other applicable Law, or under any other agreement of such Indemnified Person with the Company. These rights shall survive consummation of the Merger and are intended to be for the benefit ofbenefit, and shall be enforceable by, each of the Indemnified Parties, their heirs and their representatives. The rights of each Indemnified Party under this Section 6.12 shall be in addition to any rights such individual may have under Ohio Law, any applicable indemnification agreement to which such Person is a party, the Company Articles of Incorporation or the Company Code of RegulationsPerson. (e) Neither of Parent or the Surviving Company shall settle, compromise or consent to the entry of any judgment in any threatened or actual Proceeding for which indemnification could be sought by an Indemnified Party hereunder, unless such settlement, compromise or consent includes an unconditional release of such Indemnified Party from all liability arising out of such Proceeding or such Indemnified Party otherwise consents in writing (such consent not to be unreasonably withheld or delayed) to such settlement, compromise or consent. (f) Nothing in this Agreement is intended to, shall be construed to or shall release, waive or impair any rights to directors’ and officers’ insurance claims under any policy that is or has been in existence with respect to the Company or any of its Subsidiaries for any of their respective directors, officers or other employees, it being understood and agreed that the indemnification provided for in this Section 6.12 is not prior to or in substitution for any such claims under such policies.

Indemnification; Directors’ and Officers’ Insurance. (a) From and after the Acceptance Time, and for a period of six years after the later of the Acceptance Time and the Effective Time, each of Parent shall, and shall cause the Surviving Company toCorporation agrees that, to the fullest extent permitted by Law, it will indemnify and hold harmless each present and former director and officer of the Company or any of its Subsidiaries (in each case, when acting in such capacity), determined as of the Effective Acceptance Time (the “Indemnified Parties”), against any costs or expenses (including reasonable and documented attorneys’ fees), judgments, settlements, 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 (including with respect to investigative, arising out of matters existing or occurring at or prior to the Effective Time (including this Agreement and the transactions and actions contemplated hereby)), arising out of the fact that such Indemnified Party is or was a director, officer, employee or agent of the Company, or is or was serving at the request of the Company as a director, officer, employee or agent of another Person prior to the Effective Time, in each case, whether asserted or claimed prior to, at or after the Effective Time, to the fullest extent that the Company would have been permitted under Ohio Law, any applicable indemnification agreement to which such Person is a party, the Company Articles of Incorporation or Company Code of Regulations in effect on the date of this Agreement to indemnify such Person (and Parent and or the Surviving Company Corporation shall also advance expenses as incurred to the fullest extent permitted under applicable Law; , provided that the Person to whom expenses are advanced shall provide provides an undertaking to repay such advances if it is ultimately determined that such Person is not entitled to indemnification). (b) Any Indemnified Party wishing to claim indemnification under Section 6.11(a), upon learning of any such claim, action, suit, proceeding or investigation, shall promptly notify Parent and the Surviving Corporation thereof, but the failure to so notify shall not relieve Parent or the Surviving Corporation 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) Parent or 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 Parent or the Surviving Corporation elects not to assume such defense or counsel for the Indemnified Parties advises that there are issues that raise conflicts of interest between Parent or the Surviving Corporation, on the other hand, and the Indemnified Parties, on the other, the Indemnified Parties may retain counsel satisfactory to them, and Parent or the Surviving Corporation shall pay all reasonable fees and expenses of such counsel for the Indemnified Parties promptly as statements therefor are received; provided, however, that Parent and 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; 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, that the indemnification of such Indemnified Party in the manner contemplated hereby is prohibited by applicable Law. If such indemnity is not available with respect to any Indemnified Party, then the Surviving Corporation and the Indemnified Party shall contribute to the amount payable in such proportion as is appropriate to reflect relative faults and benefits. (c) Parent shall ensure that use its reasonable best efforts to cause the organizational documents individuals serving as officers and directors of the Surviving Company shall, or any of its Subsidiaries immediately prior to the Acceptance Time to be covered for a period of six (6) years from and after the Effective Time, contain provisions no less favorable with respect to indemnification, advancement of expenses and exculpation of present and former directors, officers, employees and agents of the Company and its Subsidiaries than are presently set forth in the Company Articles of Incorporation and Company Code of Regulations. Any right of indemnification of an Indemnified Party pursuant to this Section 6.12 shall not be amended, repealed or otherwise modified at any time in a manner that would adversely affect the rights of such Indemnified Party as provided herein. (b) Prior to the Effective Time, the Company shall and, if the Company is unable to, Parent shall cause the Surviving Company as of the Effective Time to, obtain and fully pay for “tail” insurance policies with a claims period of at least six (6) years from and after by the Effective Time from an insurance carrier with the same or better credit rating as the Company’s current insurance carrier with respect to directors’ and officers’ liability insurance and fiduciary liability insurance policy maintained by the Company (collectively, “D&O Insurance”) with benefits and levels provided that Parent may substitute therefor policies of coverage at least as favorable as the Company’s existing policies same coverage and amounts containing terms and conditions which are not less advantageous than such policy) with respect to matters existing acts or omissions occurring at or prior to the Effective Time (including which were committed by such officers and directors in connection with this Agreement or the transactions or actions contemplated hereby)their capacity as such; provided, however however, that in no event shall the Company Parent be required to expend for such policies on an annual premium amount in excess of three hundred percent (basis more than 300%) % of the annual premiums currently paid current amount expended by the Company (the “Insurance Amount”) to maintain or procure insurance coverage, and further provided that if Parent is unable to maintain or obtain the insurance called for such insurance. If the Company for any reason fails by this Section 6.11(c) Parent shall use all reasonable efforts to obtain such “tail” as much comparable insurance policies as of is available for the Effective Time, the Surviving Company shall, and Parent shall cause the Surviving Company to, continue to maintain in effect for a period of at least six Insurance Amount. (6d) 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 Company shall, and Parent shall cause the Surviving Company 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 the Company expend, or If Parent or the Surviving Company be required to expend for such policies, an annual amount in excess of three hundred percent (300%) of the annual premiums currently paid by the Company for such insurance; and, provided, further that if the premium for such insurance coverage exceeds such amount, the Surviving Company shall obtain a policy with the greatest coverage available for a cost not exceeding such amount. (c) If Parent Corporation or any of its their respective successors or assigns (i) shall consolidate with or merge into any other corporation or entity and shall not be the continuing or surviving corporation or entity of such consolidation or merger or (ii) shall transfer all or substantially all of its properties and assets to any individual, corporation or other entity, then then, and in each such case case, proper provisions shall be made so that the successors and assigns of Parent or the Surviving Corporation shall assume all of the obligations of Parent set forth in this Section 6.126.11. (de) The provisions of this Section 6.12 6.11 are intended to be for the benefit of, and shall be enforceable by, each of the Indemnified Parties, their heirs and their representatives. The rights of each Indemnified Party under this Section 6.12 shall be in addition to any rights such individual may have under Ohio Law, any applicable indemnification agreement to which such Person is a party, the Company Articles of Incorporation or the Company Code of Regulations. (e) Neither of Parent or the Surviving Company shall settle, compromise or consent to the entry of any judgment in any threatened or actual Proceeding for which indemnification could be sought by an Indemnified Party hereunder, unless such settlement, compromise or consent includes an unconditional release of such Indemnified Party from all liability arising out of such Proceeding or such Indemnified Party otherwise consents in writing (such consent not to be unreasonably withheld or delayed) to such settlement, compromise or consent. (f) Nothing in this Agreement is intended Parent and Merger Sub agree that all rights to exculpation, indemnification and advancement of expenses for acts or omissions occurring at or prior to the Effective Time, whether asserted or claimed prior to, at or after the Effective Time, now existing in favor of the current or former directors or officers of the Company or its Subsidiaries as provided in their respective certificates of incorporation or by-laws or similar organizational documents shall be construed survive the Merger and shall continue in full force and effect to the fullest extent permitted by Law. For a period of six (6) years from the Effective Time, to the fullest extent permitted by Law, Parent shall cause the Surviving Corporation to maintain in effect any and all exculpation, indemnification and advancement of expenses provisions of the Company’s and any of its Subsidiaries’ certificate of incorporation and by-laws or similar organizational documents in effect as of the date hereof or in any indemnification agreements of the Company or its Subsidiaries with any of their respective current or former directors or officers in effect as of the date hereof, and shall releasenot amend, waive repeal or impair otherwise modify any such provisions in any manner that would adversely affect the rights to directors’ and officers’ insurance claims under thereunder of any policy that is individuals who at the Acceptance Time were current or has been in existence with respect to former directors or officers of the Company or any of its Subsidiaries for Subsidiaries; provided, however, that all rights to indemnification in respect of any action, litigation, investigation, suit, arbitration or proceeding pending or asserted or any claim made within such period shall continue until the disposition of their respective directorssuch action, officers litigation, investigation, suit, arbitration or other employees, it being understood and agreed that the indemnification provided for in this Section 6.12 is not prior to proceeding or in substitution for any resolution of such claims under such policiesclaim.

Indemnification; Directors’ and Officers’ Insurance. (a) From Each of Company Y and the Surviving Corporation agrees that, from and after the Effective Time, Parent shall, and shall cause the Surviving Company to, it will indemnify and hold harmless each present and former director and officer of the Company determined as of individual who at the Effective Time is, or at any time prior to the Effective Time was, a director or officer of Company T or its Subsidiaries (the “Indemnified Parties”), ) against any costs or expenses (including reasonable and documented attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative (including with respect investigative, arising out of or related to matters existing such Indemnified Parties’ service as a director or occurring officer of Company T or its Subsidiaries or services performed by such persons at the request of Company T or its Subsidiaries at or prior to the Effective Time (including this Agreement and the transactions and actions contemplated hereby)), arising out of the fact that such Indemnified Party is or was a director, officer, employee or agent of the Company, or is or was serving at the request of the Company as a director, officer, employee or agent of another Person prior to the Effective Time, in each case, whether asserted or claimed prior to, at or after the Effective Time, including, for the avoidance of doubt, in connection with (i) the transactions contemplated by this Agreement and (ii) actions to enforce this provision or any other indemnification or advancement right of any Indemnified Party; provided that such indemnification shall be subject to any limitation imposed from time to time under applicable Law. The Articles of Association will contain provisions with respect to rights to indemnification, advancement of expenses and limitations on, or exculpation from, liabilities, for acts or omissions that are at least as favorable to the fullest extent that directors, officers or employees of Company T as those contained in the memorandum and articles of association of Company would have been permitted under Ohio Law, any applicable indemnification agreement to which such Person is a party, the Company Articles of Incorporation or Company Code of Regulations T as in effect on the date hereof, except to the extent prohibited by the Cayman Companies Law or any other applicable Law, which provisions will not be amended, repealed or otherwise modified for a period of six years from the Effective Time in any manner that would adversely affect the rights thereunder of the Indemnified Parties, unless such modification is required by Law. (b) Company Y or the Surviving Corporation shall have the right, but not the obligation, to assume and control the defense of any threatened or actual litigation, claim or proceeding relating to any acts or omissions covered under this Agreement to indemnify such Person Section 6.7 (and Parent each, a “Claim”) unless there is a conflict of interest between Company Y and the Surviving Company Corporation, on the one hand, and the Indemnified Party, on the other (for the avoidance of doubt, conflict of interest shall also advance expenses as incurred be deemed to exist in the event of any threatened or actual litigation, claim or proceeding relating to the fullest extent permitted under applicable Lawtransactions contemplated by this Agreement), but in any event, no such Claim shall be settled or compromised without Company Y’s prior written consent (such consent not to be unreasonably withheld, conditioned or delayed); provided provided, that none of Company Y or the Person Surviving Corporation shall settle, compromise or consent to whom expenses are advanced the entry of any judgment in any such Claim for which indemnification 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 Claim or such Indemnified Party otherwise consents in writing to such settlement, compromise or consent. Each of Company Y, the Surviving Corporation and the Indemnified Parties shall cooperate in the defense of any Claim and shall provide an undertaking access to repay properties and individuals as reasonably requested and furnish or cause to be furnished records, information and testimony, and attend such advances if it is ultimately determined that such Person is not entitled to indemnification). Parent shall ensure that the organizational documents of the Surviving Company shallconferences, for discovery proceedings, hearings, trials or appeals, as may be reasonably requested in connection therewith. (c) For a period of six (6) years from and after the Effective Time, contain provisions no less favorable with respect to indemnification, advancement of expenses and exculpation of present and former directors, officers, employees and agents of the Company and its Subsidiaries than are presently set forth in the Company Articles of Incorporation and Company Code of Regulations. Any right of indemnification of an Indemnified Party pursuant to this Section 6.12 shall not be amended, repealed or otherwise modified at any time in a manner that would adversely affect the rights of such Indemnified Party as provided herein. (b) Prior to the Effective Time, the Company shall and, if the Company is unable to, Parent Y shall cause the Surviving Corporation to maintain Company as T’s existing policies of the Effective Time 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 from an insurance carrier with the same or better credit rating as the Company’s current insurance carrier with respect to directors’ and officers’ liability insurance and fiduciary liability insurance for the benefit of those persons who are covered by such policies at the Effective Time (collectively, “D&O Insurance”) with benefits and levels or Company Y may substitute therefor policies of coverage at least as favorable as the Company’s existing policies same coverage with respect to matters existing or occurring at or prior to the Effective Time Time), to the extent that such liability insurance can be maintained at a cost to Company Y not greater than 300 percent of the annual premium (including such 300 percent threshold, the “Maximum Premium”) for the current Company directors’ and officers’ liability insurance as set forth in connection with this Agreement or the transactions or actions contemplated hereby); provided, however that in no event shall Section 6.7 of the Company expend for T Disclosure Schedule; provided that if such policies insurance cannot be so maintained or obtained at such costs, Company Y shall maintain or obtain as much of such insurance as can be so maintained or obtained at an annual premium amount not in excess of three hundred percent the Maximum Premium. (300%d) of the annual premiums currently paid by the If Company for such insurance. If the Company for any reason fails to obtain such “tail” insurance policies as of the Effective Time, the Surviving Company shall, and Parent shall cause the Surviving Company to, continue to maintain in effect for a period of at least six (6) years from and after the Effective Time the D&O Insurance in place as of the date of this Agreement with benefits and levels of coverage at least as favorable as provided in the Company’s existing policies as of the date of this Agreement, Y or the Surviving Company shall, and Parent shall cause the Surviving Company 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 the Company expend, or Parent or the Surviving Company be required to expend for such policies, an annual amount in excess of three hundred percent (300%) of the annual premiums currently paid by the Company for such insurance; and, provided, further that if the premium for such insurance coverage exceeds such amount, the Surviving Company shall obtain a policy with the greatest coverage available for a cost not exceeding such amount. (c) If Parent Corporation or any of its their respective successors or assigns (i) shall consolidate with or merge into any other corporation or entity and shall not be the continuing or surviving corporation or entity of such consolidation or merger or (ii) shall transfer all or substantially all of its properties and assets to any individual, corporation or other entity, then then, and in each such case case, proper provisions shall be made so that the successors and assigns of Parent Company Y or the Surviving Corporation shall assume all of the obligations of Parent set forth in this Section 6.126.7. (de) The provisions of this Section 6.12 6.7 shall survive the consummation of the Merger and are intended to be for the benefit of, and shall be enforceable by, each of the Indemnified Parties, Parties and their heirs and their legal representatives. The rights , each of each Indemnified Party under which shall be a third-party beneficiary of the provisions of this Section 6.12 shall be in addition to any rights such individual may have under Ohio Law, any applicable indemnification agreement to which such Person is a party, the Company Articles of Incorporation or the Company Code of Regulations6.7. (e) Neither of Parent or the Surviving Company shall settle, compromise or consent to the entry of any judgment in any threatened or actual Proceeding for which indemnification could be sought by an Indemnified Party hereunder, unless such settlement, compromise or consent includes an unconditional release of such Indemnified Party from all liability arising out of such Proceeding or such Indemnified Party otherwise consents in writing (such consent not to be unreasonably withheld or delayed) to such settlement, compromise or consent. (f) Nothing in this Agreement is intended to, shall be construed to or shall release, waive or impair any rights to directors’ and officers’ insurance claims under any policy that is or has been in existence with respect to the Company or any of its Subsidiaries for any of their respective directors, officers or other employees, it being understood and agreed that the indemnification provided for in this Section 6.12 is not prior to or in substitution for any such claims under such policies.

Indemnification; Directors’ and Officers’ Insurance. (a) From and after the Effective Time, each of Parent shall, and shall cause the Surviving Company to, Corporation agrees that it will indemnify and hold harmless each present and former director and officer of 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 and documented 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 (including with respect to investigative, arising out of matters existing or occurring at or prior to the Effective Time (including this Agreement and the transactions and actions contemplated hereby)), arising out of the fact that such Indemnified Party is or was a director, officer, employee or agent of the Company, or is or was serving at the request of the Company as a director, officer, employee or agent of another Person prior to the Effective Time, in each case, whether asserted or claimed prior to, at or after the Effective Time, to the fullest extent that the Company would have been permitted under Ohio Law, any applicable indemnification agreement to which such Person is a party, the Company Articles Delaware Law and its certificate of Incorporation incorporation or Company Code of Regulations bylaws in effect on the date of this Agreement hereof to indemnify such Person (and Parent and or the Surviving Company Corporation shall also advance expenses as incurred to the fullest extent permitted under applicable Law; provided that the Person to whom expenses are advanced shall provide provides an undertaking to repay such advances if it is ultimately determined that such Person is not entitled to indemnification). Parent ; and provided, further, that any determination required to be made with respect to whether an officer’s or director’s conduct complies with the standards set forth under Delaware Law and the Company’s certificate of incorporation and bylaws shall ensure that the organizational documents of be made by independent counsel selected by the Surviving Company shallCorporation. (b) Any Indemnified Party wishing to claim indemnification under paragraph (a) of this Section 6.11, for a period upon learning of six any such claim, action, suit, proceeding or investigation, shall promptly notify Parent thereof, but the failure to so notify shall not relieve Parent or the Surviving Corporation 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 (6) years from and whether arising before or after the Effective Time), contain provisions no less favorable (i) Parent or 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 respect the defense thereof, except that if Parent or the Surviving Corporation elects not to indemnificationassume 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, advancement the Indemnified Parties may retain counsel satisfactory to them, and Parent or the Surviving Corporation shall pay all reasonable fees and expenses of expenses such counsel for the Indemnified Parties promptly as statements therefor are received; provided, however, that Parent and exculpation of present and former directors, officers, employees and agents of the Company and its Subsidiaries than are presently set forth in the Company Articles of Incorporation and Company Code of Regulations. Any right of indemnification of an Indemnified Party Surviving Corporation shall be obligated pursuant to this Section 6.12 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 amendedliable for any settlement effected without their prior written consent; and provided, repealed or otherwise modified at further, that Parent and the Surviving Corporation shall not have any time in obligation hereunder to any Indemnified Party if and when a manner court of competent jurisdiction shall ultimately determine, and such determination shall have become final, that would adversely affect the rights indemnification of such Indemnified Party as provided hereinin the manner contemplated hereby is prohibited by applicable Law. (bc) Prior to the Effective Time, the Company shall and, and if the Company is unable to, Parent shall cause the Surviving Company Corporation as of the Effective Time 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 from an insurance carrier with the same or better credit rating as the Company’s current insurance carrier with respect to directors’ and officers’ liability insurance and fiduciary liability insurance (collectively, “D&O Insurance”) with 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 or the transactions or actions contemplated hereby)Time; provided, however however, that in no event shall the Company expend for such policies an annual a premium amount in excess of three hundred percent (300%) of the annual premiums currently paid by amount set forth in the Company for such insuranceDisclosure Letter. If the Company and the Surviving Corporation for any reason fails fail to obtain such “tail” insurance policies as of the Effective Time, the Surviving Company Corporation shall, and Parent shall cause the Surviving Company Corporation to, continue to maintain in effect for a period of at least six (6) years from and after the Effective Time the D&O Insurance in place as of the date of this Agreement hereof with benefits and levels of coverage at least as favorable as provided in the Company’s existing policies as of the date of this Agreementhereof, or the Surviving Company Corporation shall, and Parent shall cause the Surviving Company Corporation to, use commercially reasonable 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 of this Agreementhereof; provided, however however, that in no event shall the Company expend, or Parent or the Surviving Company Corporation be required to expend for such policies, policies an annual premium amount in excess of three hundred percent (300%) 200% of the annual premiums currently paid by the Company for such insurance; and, provided, provided further that if the premium for annual premiums of such insurance coverage exceeds exceed such amount, the Surviving Company Corporation shall obtain a policy with the greatest coverage available for a cost not exceeding such amount. Following the six-year anniversary of the Effective Time, the Surviving Corporation shall not, and Parent shall cause the Surviving Corporation not to, agree to amend, modify, cancel or terminate its D&O Insurance to the detriment of the Indemnified Parties or any of their eligible beneficiaries. (cd) If Parent or the Surviving Corporation or any of its their respective successors or assigns (i) shall consolidate with or merge into any other corporation or entity and shall not be the continuing or surviving corporation or entity of such consolidation or merger merger, or (ii) shall transfer all or substantially all of its properties and assets to any individual, corporation or other entity, then then, and in each such case case, proper provisions 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 of Parent set forth in this Section 6.126.11. (de) The provisions of this Section 6.12 6.11 are intended to be for the benefit of, and shall be enforceable by, each of the Indemnified Parties, their heirs Parties and their representatives. other Persons who are beneficiaries under the D&O Insurance or the “tail” policy referred to in Section 6.11(b) hereof. (f) The rights of each the Indemnified Party Parties (and other Persons who are beneficiaries under the D&O Insurance or the “tail” referred to in Section 6.11(c)) hereof under this Section 6.12 6.11 shall be in addition to any rights such individual Indemnified Parties may have under Ohio Lawthe DGCL or the Company’s certificate of incorporation and bylaws, or under any applicable Contracts, Laws and any indemnification agreement to agreements of or entered into by the Company, which such Person is a party, the Company Articles of Incorporation or the Company Code of Regulationsrights shall not be affected by Section 9.7. (eg) Neither The obligation and liability of Parent or and the Surviving Company Corporation under this Section 6.11 shall settle, compromise or consent to the entry of any judgment in any threatened or actual Proceeding for which indemnification could be sought by an Indemnified Party hereunder, unless such settlement, compromise or consent includes an unconditional release of such Indemnified Party from all liability arising out of such Proceeding or such Indemnified Party otherwise consents in writing (such consent not to be unreasonably withheld or delayed) to such settlement, compromise or consentjoint and several. (fh) Nothing in this Agreement is intended to, shall be construed to or shall release, waive or impair any rights to directors’ and officers’ insurance claims under any policy that is or has been in existence with respect to the Company or any of its Subsidiaries for any of their respective directorsofficers, officers directors or other employees, it being understood and agreed that the indemnification provided for in this Section 6.12 6.11 is not prior to or in substitution for any such claims under any such policies.

Indemnification; Directors’ and Officers’ Insurance. (a) From and after the Effective Time, Parent shall, each of Buyer and shall cause the Surviving Company to, agrees that it will indemnify and hold harmless harmless, to the fullest extent permitted under applicable Law (and Buyer shall also advance expenses therefor (subject to an obligation to reimburse if ultimately found by final non-appealable order to not be entitled to indemnification) as incurred to the fullest extent permitted under applicable Law), each present and former director and officer of the Company determined as and its wholly-owned Subsidiaries (including for this purpose Subsidiaries wholly-owned, directly or indirectly, by the Company other than with respect to a de minimis number of shares of capital stock that are required by the Effective Time applicable Law of any jurisdiction to be held by other persons) (collectively, the “Indemnified Parties”), ) against any costs or expenses (including reasonable and documented attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred in connection with any claim, action, suit, proceeding Proceedings or investigation, whether civil, criminal, administrative or investigative (including with respect investigative, arising out of or related to matters existing such Indemnified Parties’ service as a director or occurring officer of the Company or its Subsidiaries, or services performed or alleged to have been performed by such persons at the request of the Company or its Subsidiaries, in each case, at or prior to the Effective Time (including this Agreement and the transactions and actions contemplated hereby)), arising out of the fact that such Indemnified Party is or was a director, officer, employee or agent of the Company, or is or was serving at the request of the Company as a director, officer, employee or agent of another Person prior to the Effective Time, in each case, whether asserted or claimed prior to, at or after the Effective Time, to the fullest extent that the Company would have been permitted under Ohio Law, any applicable indemnification agreement to which such Person is a party, the Company Articles of Incorporation or Company Code of Regulations in effect on the date of this Agreement to indemnify such Person (and Parent and the Surviving Company shall also advance expenses as incurred to the fullest extent permitted under applicable Law; provided that the Person to whom expenses are advanced shall provide an undertaking to repay such advances if it is ultimately determined that such Person is not entitled to indemnification). Parent shall ensure that the organizational documents of the Surviving Company shallincluding, for the avoidance of doubt, in connection with the transactions contemplated by this Agreement. (b) For a period of six (6) years from and after the Effective Time, contain provisions no less favorable with respect to indemnificationBuyer shall, advancement or shall cause the Company to, maintain in effect the current policies of expenses directors’ and exculpation of present officers’ liability insurance maintained by the Company or provide substitute policies for the Company and its current and former directors, officers, employees directors and agents officers of the Company and its Subsidiaries than who are presently set forth in currently covered by the directors’ and officers’ liability insurance coverage currently maintained by the Company Articles of Incorporation and Company Code of Regulations. Any right of indemnification of an Indemnified Party pursuant (the “D&O Insurance”) with respect to this Section 6.12 shall not be amended, repealed claims arising from facts or otherwise modified at any time in a manner events that would adversely affect the rights of such Indemnified Party as provided herein. (b) Prior occurred or are alleged to have occurred on or before the Effective Time, in either case, with limits not less than such existing coverage and having other terms not less favorable in the aggregate to the insured persons than the directors’ and officers’ liability insurance coverage currently maintained by the Company shall and, if the Company is unable to, Parent shall cause the Surviving Company as of the Effective Time to, obtain and fully pay for “tail” with respect to such matters (with insurance policies with a claims period of carriers having at least six (6) 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 for such insurance policies), except that in no event shall Buyer be required to pay, or caused to be paid, with respect to such insurance policies an aggregate amount for such six year period that is more than 300% of the annual premium most recently paid by the Company prior to the date of this Agreement (the “Maximum Amount”), and, if Buyer is unable to obtain the insurance required by this Section 6.11(b) for less than the Maximum Amount, it shall obtain as much comparable insurance as possible within such six-year period for an aggregate amount equal to the Maximum Amount. In lieu of such D&O Insurance, prior to the Closing Date the Company may, at its option (following reasonable consultation with Buyer), purchase a fully prepaid “tail” directors’ and officers’ liability insurance covering claims arising from facts or events that occurred or are alleged to have occurred on or before the Effective Time for the Company and fiduciary its current and former directors and officers who are currently covered by the directors’ and officers’ liability insurance (collectively, “D&O Insurance”) with benefits and levels of coverage at least as favorable as currently maintained by the Company’s , such tail insurance to provide limits not less than the existing policies coverage and to have other terms not less favorable to the insured persons than the directors’ and officers’ liability insurance coverage currently maintained by the Company with respect to matters existing or occurring at or prior to the Effective Time (including in connection with this Agreement or the transactions or actions contemplated hereby)such claims; provided, however provided that in no event shall the Company expend for aggregate cost of any such policies an annual premium amount in excess tail insurance exceed the Maximum Amount; provided, further, that the Company’s procurement of three hundred percent (300%) of the annual premiums currently paid by the Company for such insurance. If the Company for any reason fails to obtain such fully prepaid “tail” insurance policies as of the Effective Time, the Surviving Company shall, and Parent policy in accordance with this sentence shall cause the Surviving Company to, continue be deemed to maintain satisfy in effect for a period of at least six (6) years from and after the Effective Time the D&O Insurance in place as of the date of full Buyer’s obligations pursuant to 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 Company shall, and Parent shall cause the Surviving Company 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 the Company expend, or Parent or the Surviving Company be required to expend for such policies, an annual amount in excess of three hundred percent (300%) of the annual premiums currently paid by the Company for such insurance; and, provided, further that if the premium for such insurance coverage exceeds such amount, the Surviving Company shall obtain a policy with the greatest coverage available for a cost not exceeding such amountSection 6.11(b). (c) If Parent After the Effective Time, if Buyer or the Company or any of its their respective successors or assigns (i) shall consolidate with or merge into any other corporation or entity and shall not be the continuing or surviving corporation or entity of such consolidation or merger or (ii) shall transfer all or substantially all of its properties and assets to any individual, corporation or other entity, then then, and in each such case case, proper provisions shall be made so that the successors and assigns of Parent Buyer or the Company shall assume all of the obligations of Parent set forth in this Section 6.126.11. (d) The provisions of this Section 6.12 6.11 are intended to be for the benefit of, and shall be enforceable by, each of the Indemnified Parties, their heirs and their representatives. who are third party beneficiaries of this Section 6.11. (e) The rights of each the Indemnified Party Parties under this Section 6.12 6.11 shall be in addition to any rights such individual Indemnified Parties may have under Ohio Lawthe articles of association, certificate of incorporation, bylaws or comparable governing documents of the Company or any of its Subsidiaries, or under any applicable Contracts or Laws. All rights to indemnification and exculpation from liabilities for acts or omissions occurring at or prior to the Effective Time and rights to advancement of expenses relating thereto now existing in favor of any Indemnified Party as provided in the articles of association, certificate of incorporation, bylaws or comparable governing documents of the Company and its Subsidiaries or any indemnification agreement to which such Person is a party, the Company Articles of Incorporation or the Company Code of Regulations. (e) Neither of Parent or the Surviving Company shall settle, compromise or consent to the entry of any judgment in any threatened or actual Proceeding for which indemnification could be sought by an Indemnified Party hereunder, unless such settlement, compromise or consent includes an unconditional release of between such Indemnified Party from all liability arising out of such Proceeding or such Indemnified Party otherwise consents in writing (such consent not to be unreasonably withheld or delayed) to such settlement, compromise or consent. (f) Nothing in this Agreement is intended to, shall be construed to or shall release, waive or impair any rights to directors’ and officers’ insurance claims under any policy that is or has been in existence with respect to the Company or any of its Subsidiaries for shall survive the Acquisition and shall not be amended, repealed or otherwise modified in any manner that would adversely affect any right thereunder of their respective directors, officers any such Indemnified Party with respect to such acts or other employees, it being understood and agreed that the indemnification provided for in this Section 6.12 is not omissions occurring at or prior to or in substitution for any such claims under such policiesthe Effective Time.

Indemnification; Directors’ and Officers’ Insurance. (a) From and after the First Effective Time, Parent shall, and shall cause the Initial Surviving Company to, indemnify and hold harmless each present and former director and officer of the Company determined as of the First Effective Time (the “Indemnified Parties”), against any costs or expenses (including reasonable and documented attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative (including with respect to matters existing or occurring at or prior to the First Effective Time (including this Agreement and the transactions and actions contemplated hereby)), arising out of the fact that such Indemnified Party is or was a director, officer, employee or agent of the Company, or is or was serving at the request of the Company as a director, officer, employee or agent of another Person prior to the First Effective Time, in each case, whether asserted or claimed prior to, at or after the First Effective Time, to the fullest extent that the Company would have been permitted under Ohio Delaware Law, any applicable indemnification agreement to which such Person is a party, the Company Articles of Incorporation Charter or Company Code of Regulations Bylaws in effect on the date of this Agreement to indemnify such Person (and Parent and the Initial Surviving Company shall also advance expenses as incurred to the fullest extent permitted under applicable Law; provided that the Person to whom expenses are advanced shall provide an undertaking to repay such advances if it is ultimately determined that such Person is not entitled to indemnification). Parent shall ensure that the organizational documents of the Initial Surviving Company Entity shall, for a period of six (6) years from and after the First Effective Time, contain provisions no less favorable with respect to indemnification, advancement of expenses and exculpation of present and former directors, officers, employees and agents of the Company and its Subsidiaries than are presently set forth in the Company Articles of Incorporation Charter and Company Code of RegulationsBylaws. Any right of indemnification of an Indemnified Party pursuant to this Section 6.12 6.11 shall not be amended, repealed or otherwise modified at any time in a manner that would adversely affect the rights of such Indemnified Party as provided herein. (b) Prior to the First Effective Time, the Company shall and, if the Company is unable to, Parent shall cause the Initial Surviving Company as of the First Effective Time to, obtain and fully pay for “tail” insurance policies with a claims period of at least six (6) years from and after the First Effective Time from an insurance carrier with the same or better credit rating as the Company’s current insurance carrier with respect to directors’ and officers’ liability insurance and fiduciary liability insurance (collectively, “D&O Insurance”) with 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 First Effective Time (including in connection with this Agreement or the transactions or actions contemplated hereby); provided, however however, that in no event shall the Company expend for such policies an annual a premium amount in excess of three hundred percent (300%) % of the annual premiums currently paid by the Company for such insurance. If the Company and the Initial Surviving Company for any reason fails fail to obtain such “tail” insurance policies as of the First Effective Time, the Initial Surviving Company shall, and Parent shall cause the Initial Surviving Company to, continue to maintain in effect for a period of at least six (6) years from and after the First 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 Initial Surviving Company shall, and Parent shall cause the Initial Surviving Company 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 however, that in no event shall the Company expend, or Parent or the Initial Surviving Company be required to expend for such policies, an annual amount in excess of three hundred percent (300%) % of the annual premiums currently paid by the Company for such insurance; and, provided, provided further that if the premium for such insurance coverage exceeds such amount, the Initial Surviving Company shall obtain a policy with the greatest coverage available for a cost not exceeding such amount. (c) If Parent or any of its successors or assigns (i) shall consolidate with or merge into any other corporation or entity and shall not be the continuing or surviving corporation or entity of such consolidation or merger or (ii) shall transfer all or substantially all of its properties and assets to any individual, corporation or other entity, then and in each such case proper provisions shall be made so that the successors and assigns of Parent shall assume all of the obligations of Parent set forth in this Section 6.126.11. If the Subsequent Merger is consummated, from and after the Second Effective Time, all references in this Section 6.11 to the Initial Effective Time shall be deemed to refer to the Second Effective Time and all references to the Initial Surviving Company shall be deemed to refer to the Final Surviving Entity, mutatis mutandis. (d) The provisions of this Section 6.12 6.11 are intended to be for the benefit of, and shall be enforceable by, each of the Indemnified Parties, their heirs and their representatives. The rights of each Indemnified Party under this Section 6.12 6.11 shall be in addition to any rights such individual may have under Ohio Delaware Law, any applicable indemnification agreement to which such Person is a party, the Company Articles of Incorporation Charter or the Company Code of RegulationsBylaws. (e) Neither None of Parent Parent, the Initial Surviving Company or the Final Surviving Company Entity shall settle, compromise or consent to the entry of any judgment in any threatened or actual Proceeding for which indemnification could be sought by an Indemnified Party hereunder, unless such settlement, compromise or consent includes an unconditional release of such Indemnified Party from all liability arising out of such Proceeding or such Indemnified Party otherwise consents in writing (such consent not to be unreasonably withheld or delayed) to such settlement, compromise or consent. (f) Nothing in this Agreement is intended to, shall be construed to or shall release, waive or impair any rights to directors’ and officers’ insurance claims under any policy that is or has been in existence with respect to the Company or any of its Subsidiaries for any of their respective directors, officers or other employees, it being understood and agreed that the indemnification provided for in this Section 6.12 6.11 is not prior to or in substitution for any such claims under such policies.

Indemnification; Directors’ and Officers’ Insurance. (a) From and after the Effective TimeTime Parent,, Parent shall, and shall cause (i) to the Surviving Company tomaximum extent permitted under Applicable Law, indemnify and hold harmless and provide advancement of expenses to, each present and former director and officer of person who is now, or has been at any time prior to the Company determined as of date hereof or who becomes prior to the Effective Time Time, an officer, director or employee of Parent or of any Parent Subsidiary (the each, a “Parent Indemnified PartiesParty”), ) against any costs or expenses (including reasonable and documented attorneys’ fees), judgments, fines, all losses, claims, damages damages, costs, expenses, liabilities or liabilities incurred judgments or amounts that are paid in settlement of or in connection with any claim, action, suit, proceeding or investigationinvestigation based in whole or in part on or arising in whole or in part out of the fact that such person is or was a director, whether civilofficer or employee of Parent, criminal, administrative or investigative (including with respect and pertaining to matters any matter existing or occurring occurring, or any acts or omissions occurring, at or prior to the Effective Time (including this Agreement and the transactions and actions contemplated hereby)), arising out of the fact that such Indemnified Party is or was a director, officer, employee or agent of the Company, or is or was serving at the request of the Company as a director, officer, employee or agent of another Person prior to the Effective Time, in each case, whether asserted or claimed prior to, or at or after after, the Effective TimeTime (including matters, acts or omissions occurring in connection with the approval of this Agreement and the consummation of the transactions contemplated hereby) to the fullest same extent that such persons are indemnified or have the Company would have been permitted under Ohio Law, any applicable indemnification agreement right to which such Person is a party, the Company Articles advancement of Incorporation or Company Code expenses as of Regulations in effect on the date of this Agreement by Parent pursuant to indemnify Parent’s Certificate of Incorporation, Bylaws and indemnification agreements, if any, in existence on the date hereof with any directors, officers and employees of Parent. In the event of any such Person claim, action, suit, proceeding or investigation, (x) Parent shall pay the reasonable and documented fees and expenses of counsel selected by the Parent and the Surviving Company Indemnified Parties, which counsel shall also advance expenses as incurred be reasonably satisfactory to the fullest extent permitted under applicable LawIndemnifying Party, and (y) the Parent may participate in the defense of any such matter; provided, however, that Parent shall not be liable for any settlement effected without its prior written consent; provided further, that the Person to whom expenses are advanced shall provide an undertaking to repay such advances if it is ultimately determined that such Person is not entitled to indemnification). Parent shall ensure that not be obligated pursuant to this Section 5.12 to pay the organizational documents fees and expenses of more than one counsel for all Parent Indemnified Parties in any single Action unless a conflict of interest precludes the Surviving Company shalleffective representation of more than one Parent Indemnified Party with respect to the applicable claim, action, suit, proceeding or investigation. (b) Parent shall maintain in effect for a period of six (6) years from and after the Effective Time, contain provisions no less favorable with respect to indemnification, advancement of expenses and exculpation of present and former directors, officers, employees and agents of the Company and its Subsidiaries than are presently set forth in the Company Articles of Incorporation and Company Code of Regulations. Any right of indemnification of an Indemnified Party pursuant to this Section 6.12 shall not be amended, repealed or otherwise modified at any time in a manner that would adversely affect the rights of such Indemnified Party as provided herein. (b) Prior to the Effective TimeClosing Date, the Company shall and, if the Company is unable to, Parent shall cause the Surviving Company as of the Effective Time 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 from an insurance carrier with the same or better credit rating as the Company’s current insurance carrier with respect to directors’ and officers’ liability insurance and fiduciary liability insurance (collectively, “D&O Insurance”) with 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 or the transactions or actions contemplated hereby); provided, however that in no event shall the Company expend for such policies an annual premium amount in excess of three hundred percent (300%) of the annual premiums currently paid maintained by the Company for such insurance. If the Company for any reason fails to obtain such “tail” insurance policies as of the Effective Time, the Surviving Company shall, and Parent shall cause the Surviving Company to, continue to maintain in effect for a period of at least six (6) years from and after the Effective Time the D&O Insurance in place as of the date hereof (the “D&O Policy,” a true, correct and complete copy of this Agreement which has been heretofore provided to the Company) with benefits respect to acts or omissions occurring prior to the Closing Date; provided, however, that Parent, or any successor entity, may substitute therefor policies of an insurance company material terms of which, including coverage and levels of coverage at least as amount, are no less favorable as provided in than the Company’s existing policies as of the date of this Agreement, hereof or the Surviving Company shall, and Parent shall cause the Surviving Company to, purchase comparable D&O Insurance for (ii) obtain such six-year extended reporting period with benefits and levels of coverage at least as favorable as provided in the Company’s under its existing policies insurance programs (to be effective as of the date of this Agreement; provided, however that in no event shall the Company expend, or Parent or the Surviving Company be required to expend for such policies, an annual amount in excess of three hundred percent (300%) of the annual premiums currently paid by the Company for such insurance; and, provided, further that if the premium for such insurance coverage exceeds such amount, the Surviving Company shall obtain a policy with the greatest coverage available for a cost not exceeding such amountClosing Date). (c) If Parent or any of its successors or assigns (i) shall consolidate consolidates with or merge merges into any other corporation or entity person and shall not be the continuing or surviving corporation or entity of such consolidation or merger merger, or (ii) shall transfer transfers or conveys all or substantially all of its properties and assets to any individualperson, corporation or other entitythen, then and in each such case case, to the extent necessary, proper provisions provision shall be made so that the successors and assigns of Parent Parent, as the case may be, shall assume all of the obligations of Parent set forth in this Section 6.125.12. (d) The provisions of in this Section 6.12 5.12 are intended to be for the benefit of, and shall be enforceable by, by each of the Indemnified Parties, their heirs and their representatives. The rights of each Indemnified Party under this Section 6.12 shall be representatives and are in addition to, and not in substitution for, any other rights to indemnification or contribution that any rights such individual person may have under Ohio Law, any applicable indemnification agreement to which such Person is a party, the Company Articles of Incorporation by contract or the Company Code of Regulationsotherwise. (e) Neither of Parent or the Surviving Company shall settle, compromise or consent to the entry of any judgment in any threatened or actual Proceeding for which indemnification could be sought by an Indemnified Party hereunder, unless such settlement, compromise or consent includes an unconditional release of such Indemnified Party from all liability arising out of such Proceeding or such Indemnified Party otherwise consents in writing (such consent not to be unreasonably withheld or delayed) to such settlement, compromise or consent. (f) Nothing in this Agreement is intended to, shall be construed to or shall release, waive or impair any rights to directors’ and officers’ insurance claims under any policy that is or has been in existence with respect to the Company or any of its Subsidiaries for any of their respective directors, officers or other employees, it being understood and agreed that the indemnification provided for in this Section 6.12 is not prior to or in substitution for any such claims under such policies.

Indemnification; Directors’ and Officers’ Insurance. (a) From and after the Effective TimeTime through the sixth anniversary of the Effective Date, Parent shall, and shall cause the Surviving Company to, NFB agrees to indemnify and hold harmless each present and former director and officer of the Company determined JSB and its Subsidiaries and each officer or employee of JSB and its Subsidiaries that is serving or has served as a director or trustee of the Effective Time another entity expressly at JSB's request or direction (the “each, an "Indemnified Parties”Party"), against any costs or expenses (including reasonable and documented 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 (including with respect to investigative, arising out of matters existing or occurring at or prior to the Effective Time (including this Agreement and the transactions and actions contemplated hereby))by this Agreement, arising out including the entering into of the fact that such Indemnified Party is or was a director, officer, employee or agent of the Company, or is or was serving at the request of the Company as a director, officer, employee or agent of another Person prior to the Effective Time, in each caseJSB Option Agreement), whether asserted or claimed prior to, at or after the Effective Time, and to advance any such Costs to each Indemnified Party as they are from time to time incurred, in each case to the fullest extent that the Company such Indemnified Party would have been indemnified as a director, officer or employee of JSB and its Subsidiaries and as then permitted under Ohio Lawapplicable law. (b) Any Indemnified Party wishing to claim indemnification under Section 4.14(a), upon learning of any applicable indemnification agreement such claim, action, suit, proceeding or investigation, shall promptly notify NFB thereof, but the failure to so notify shall not relieve NFB of any liability it may have hereunder to such Indemnified Party if such failure does not materially prejudice the indemnifying party. In the event of any such claim, action, suit, proceeding or investigation, (i) NFB shall have the right to assume the defense thereof with counsel reasonably acceptable to the Indemnified Party and NFB shall not be liable to such Indemnified Party for any legal expenses of other counsel subsequently incurred by such Indemnified Party in connection with the defense thereof, except that if NFB does not elect to assume such defense within a reasonable time or counsel for the Indemnified Party at any time advises that there are issues which such Person is a partyraise conflicts of interest between NFB and the Indemnified Party (and counsel for NFB does not disagree), the Company Articles Indemnified Party may retain counsel satisfactory to such Indemnified Party, and NFB shall remain responsible for the reasonable fees and expenses of Incorporation such counsel as set forth above, to be paid promptly as statements therefor are received; provided, however, that NFB shall be obligated pursuant to this paragraph (b) to pay for only one firm of counsel for all Indemnified Parties in any one jurisdiction with respect to any given claim, action, suit, proceeding or Company Code investigation unless the use of Regulations one counsel for such Indemnified Parties would present such counsel with a conflict of interest; (ii) the Indemnified Party will reasonably cooperate in effect on the date defense of any such matter; and (iii) NFB shall not be liable for any settlement effected by an Indemnified Party without its prior written consent, which consent may not be withheld unless such settlement is unreasonable in light of such claims, actions, suits, proceedings or investigations against, or defenses available to, such Indemnified Party. (c) NFB shall pay all reasonable Costs, including attorneys' fees, that may be incurred by any Indemnified Party in successfully enforcing the indemnity and other obligations provided for in this Agreement to indemnify such Person (and Parent and the Surviving Company shall also advance expenses as incurred Section 4.14 to the fullest extent permitted under applicable Law; provided that the Person to whom expenses are advanced shall provide an undertaking to repay such advances if it is ultimately determined that such Person is not entitled to indemnification). Parent shall ensure that the organizational documents of the Surviving Company shall, for a period of six (6) years from and after the Effective Time, contain provisions no less favorable with respect to indemnification, advancement of expenses and exculpation of present and former directors, officers, employees and agents of the Company and its Subsidiaries than are presently set forth in the Company Articles of Incorporation and Company Code of Regulations. Any right of indemnification of an Indemnified Party pursuant to this Section 6.12 shall not be amended, repealed or otherwise modified at any time in a manner that would adversely affect the rights of such Indemnified Party as provided herein. (b) Prior to the Effective Time, the Company shall and, if the Company is unable to, Parent shall cause the Surviving Company as of the Effective Time 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 from an insurance carrier with the same or better credit rating as the Company’s current insurance carrier with respect to directors’ and officers’ liability insurance and fiduciary liability insurance (collectively, “D&O Insurance”) with 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 or the transactions or actions contemplated hereby); provided, however that in no event shall the Company expend for such policies an annual premium amount in excess of three hundred percent (300%) of the annual premiums currently paid by the Company for such insurance. If the Company for any reason fails to obtain such “tail” insurance policies as of the Effective Time, the Surviving Company shall, and Parent shall cause the Surviving Company to, continue to maintain in effect for a period of at least six (6) years from and after the Effective Time the D&O Insurance in place as of the date of this Agreement with 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 Company shall, and Parent shall cause the Surviving Company 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 the Company expend, or Parent or the Surviving Company be required to expend for such policies, an annual amount in excess of three hundred percent (300%) of the annual premiums currently paid by the Company for such insurance; and, provided, further that if the premium for such insurance coverage exceeds such amount, the Surviving Company shall obtain a policy with the greatest coverage available for a cost not exceeding such amount. (c) If Parent or any of its successors or assigns (i) shall consolidate with or merge into any other corporation or entity and shall not be the continuing or surviving corporation or entity of such consolidation or merger or (ii) shall transfer all or substantially all of its properties and assets to any individual, corporation or other entity, then and in each such case proper provisions shall be made so that the successors and assigns of Parent shall assume all of the obligations of Parent set forth in this Section 6.12. (d) The provisions of this Section 6.12 are intended to be for the benefit of, and shall be enforceable by, each of the Indemnified Parties, their heirs and their representativeslaw. The rights of each Indemnified Party under this Section 6.12 hereunder shall be in addition to any other rights such individual Indemnified Party may have under Ohio Law, any applicable indemnification agreement to which such Person is a party, the Company Articles of Incorporation or the Company Code of Regulationslaw. (ed) Neither For a period of Parent or six years after the Surviving Company Effective Time, NFB shall settlecause the former directors and officers of JSB to be covered by the policy of directors and officers liability insurance currently maintained by JSB; provided, compromise or consent however, that NFB may substitute therefor a policy of at least the same coverage and containing terms no less advantageous to the entry beneficiaries thereof than such policies (including, without limitation, by providing coverage under its existing policy); provided, however, that in no event shall NFB be obligated to expend, in order to maintain or provide insurance coverage pursuant to this Section 4.14(d), any premium per annum in excess of any judgment in any threatened 175% of the amount of the annual premiums paid as of the date hereof by JSB for such insurance ("Maximum Agreement"); provided, further, that if the amount of the annual premiums necessary to maintain or actual Proceeding for which indemnification could be sought by an Indemnified Party hereunderprocure such insurance coverage exceeds the Maximum Amount, unless such settlement, compromise or consent includes an unconditional release NFB shall obtain the most advantageous coverage of such Indemnified Party from all liability arising out of such Proceeding or such Indemnified Party otherwise consents in writing (such consent not to be unreasonably withheld or delayed) to such settlement, compromise or consent. (f) Nothing in this Agreement is intended to, shall be construed to or shall release, waive or impair any rights to directors’ ' and officers’ ' insurance claims under any policy that is or has been in existence with respect obtainable for an annual premium equal to the Company or any Maximum Amount; and provided, further, that officers and directors of its Subsidiaries JSB may be required to make application and provide customary representations and warranties to NFB's insurance carrier for any the purpose of their respective directors, officers or other employees, it being understood and agreed that the indemnification provided for in this Section 6.12 is not prior to or in substitution for any obtaining such claims under such policiesinsurance.

Indemnification; Directors’ and Officers’ Insurance. (a) From and after the Effective Time, Parent shall, and shall cause the Surviving Company to, SBC agrees that it will indemnify and hold harmless each present and former director and officer of the Company (when acting in such capacity) determined as of the Effective Time (the “"Indemnified Parties”"), against any costs or expenses (including reasonable and documented 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 (including with respect investigative, arising out of or pertain ing to matters existing or occurring at or prior to the Effective Time (including this Agreement and the transactions and actions contemplated hereby)), arising out of the fact that such Indemnified Party is or was a director, officer, employee or agent of the Company, or is or was serving at the request of the Company as a director, officer, employee or agent of another Person prior to the Effective Time, in each case, whether asserted or claimed prior to, at or after the Effective Time, to the fullest extent that the Company would have been permitted under Ohio Law, any applicable indemnification agreement to which such Person is a party, the Company Articles Connecticut law and its certificate of Incorporation incorporation or Company Code of Regulations by-laws in effect on the date of this Agreement hereof to indemnify such Person (and Parent and the Surviving Company SBC shall also advance expenses as incurred to the fullest extent permitted under applicable Law; law, provided that the Person to whom expenses are advanced shall provide provides an undertaking to repay such advances if it is ultimately determined that such Person is not entitled to indemnification). Parent shall ensure that the organizational documents of the Surviving Company shall, for a period of six (6) years from and after the Effective Time, contain provisions no less favorable with respect to indemnification, advancement of expenses and exculpation of present and former directors, officers, employees and agents of the Company and its Subsidiaries than are presently set forth in the Company Articles of Incorporation and Company Code of Regulations. Any right of indemnification of an Indemnified Party pursuant to this Section 6.12 shall not be amended, repealed or otherwise modified at any time in a manner that would adversely affect the rights of such Indemnified Party as provided herein. (b) Prior 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 SBC thereof, but the failure to so notify shall not relieve SBC of any liability it may have to such Indemnified Party if such failure does not materially prejudice SBC. In the event of any such claim, action, suit, proceeding or investigation (whether arising before or after the Effective Time), (i) SBC or the Surviving Corporation shall have the right to assume the defense thereof and SBC shall not be liable to such Indemnified Parties for any legal expenses of other counsel or any other expenses subsequently incurred by such Indemni fied Parties in connection with the defense thereof, except that if SBC or the Surviving Corporation elects not to assume such defense or counsel for the Indemnified Parties advises that there are issues which raise conflicts of interest between SBC or the Surviving Corporation and the Indemnified Parties, the Indemnified Parties may retain counsel satisfactory to them, and SBC or the Surviving Corporation shall pay all reasonable fees and expenses of such counsel for the Indemnified Parties promptly as state ments therefor are received; provided, however, that SBC shall be obligated pursuant to this paragraph (b) to pay for only one firm of counsel for all Indemnified Parties in any jurisdiction, (ii) the Indemnified Parties will cooperate in the defense of any such matter, and (iii) SBC shall not be liable for any settlement effected without its prior written consent. (c) SBC or the Surviving Corporation shall maintain a policy of officers' and directors' liability insurance for acts and omissions occurring prior to the Effective Time, the Company shall and, if the Company is unable to, Parent shall cause the Surviving Company as of the Effective Time 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 from an insurance carrier with the same or better credit rating as the Company’s current insurance carrier with respect to directors’ and officers’ liability insurance and fiduciary liability insurance (collectively, “"D&O Insurance”") with benefits coverage in amount and levels of coverage scope at least as favorable as the Company’s 's existing policies with respect to matters existing or occurring at or prior to directors' and officers' liability insurance coverage for a period of six years after the Effective Time (including in connection with this Agreement or the transactions or actions contemplated hereby)Time; provided, however that in no event shall however, if the Company expend for such policies an existing D&O Insurance expires, is terminated or cancelled, or if the annual premium therefor is increased to an amount in excess of three hundred percent (300%) 175% of the last annual premiums currently premium paid by prior to the Company for date hereof (the "Current Premium"), in each case during such insurance. If six year period, SBC or the Company for any reason fails Surviving Corporation will use its best efforts to obtain such “tail” insurance policies as of the Effective Time, the Surviving Company shall, and Parent shall cause the Surviving Company to, continue to maintain in effect for a period of at least six (6) years from and after the Effective Time the D&O Insurance in place an amount and scope as great as can be obtained for the remainder of such period for a premium not in excess (on an annualized basis) of 175% 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, Current Premium. (d) If SBC or the Surviving Company shall, and Parent shall cause the Surviving Company 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 the Company expend, or Parent or the Surviving Company be required to expend for such policies, an annual amount in excess of three hundred percent (300%) of the annual premiums currently paid by the Company for such insurance; and, provided, further that if the premium for such insurance coverage exceeds such amount, the Surviving Company shall obtain a policy with the greatest coverage available for a cost not exceeding such amount. (c) If Parent Corporation or any of its successors or assigns (i) shall consolidate with or merge into any other corporation or entity and shall not be the continuing or surviving corporation or entity of such consolidation or merger or (ii) shall transfer all or substantially all of its properties and assets to any individual, corporation or other entity, then and in each such case case, proper provisions shall be made so that the successors and assigns of Parent SBC or the Surviving Corporation, as the case may be, shall assume all of the obligations of Parent set forth in this Section 6.12Section. (de) The provisions of this Section 6.12 are intended to be for the benefit of, and shall be enforceable by, each of the Indemnified Parties, their heirs and their representatives. The rights of each Indemnified Party under this Section 6.12 shall be in addition to any rights such individual may have under Ohio Law, any applicable indemnification agreement to which such Person is a party, the Company Articles of Incorporation or the Company Code of Regulations. (e) Neither of Parent or the Surviving Company shall settle, compromise or consent to the entry of any judgment in any threatened or actual Proceeding for which indemnification could be sought by an Indemnified Party hereunder, unless such settlement, compromise or consent includes an unconditional release of such Indemnified Party from all liability arising out of such Proceeding or such Indemnified Party otherwise consents in writing (such consent not to be unreasonably withheld or delayed) to such settlement, compromise or consent. (f) Nothing in this Agreement is intended to, shall be construed to or shall release, waive or impair any rights to directors’ and officers’ insurance claims under any policy that is or has been in existence with respect to the Company or any of its Subsidiaries for any of their respective directors, officers or other employees, it being understood and agreed that the indemnification provided for in this Section 6.12 is not prior to or in substitution for any such claims under such policies.

Indemnification; Directors’ and Officers’ Insurance. (a) From Nothing herein shall impair or restrict the ability of any Oncor Entity to honor and after the Effective Time, Parent shall, and shall cause the Surviving Company to, indemnify and hold harmless each present and former director and officer perform any of the Company determined as of the Effective Time (the “Indemnified Parties”), against its indemnification obligations to any costs or expenses (including reasonable and documented attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred in connection with Representative under any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative (including with respect to matters existing or occurring at or prior to the Effective Time (including this Agreement and the transactions and actions contemplated hereby)), arising out of the fact that such Indemnified Party is or was a director, officer, employee or agent of the Company, or is or was serving at the request of the Company as a director, officer, employee or agent of another Person prior to the Effective Time, in each case, whether asserted or claimed prior to, at or after the Effective Time, to the fullest extent that the Company would have been permitted under Ohio Law, any applicable indemnification agreement to which such Person is a party, the Company Articles of Incorporation or Company Code of Regulations in effect on the date of this Agreement to indemnify such Person (and Parent and the Surviving Company shall also advance expenses as incurred to the fullest extent permitted under applicable Law; provided that the Person to whom expenses are advanced shall provide an undertaking to repay such advances if it is ultimately determined that such Person is not entitled to indemnification). Parent shall ensure that the organizational documents of the Surviving Company shall, for a period of six (6) years from and after the Effective Time, contain provisions no less favorable with respect to indemnification, advancement of expenses and exculpation of present and former directors, officers, employees and agents of the Company and its Subsidiaries than are presently set forth in the Company Articles of Incorporation and Company Code of Regulations. Any right of indemnification of an Indemnified Party pursuant to this Section 6.12 shall not be amended, repealed or otherwise modified at any time in a manner that would adversely affect the rights of such Indemnified Party as provided hereinContract. (b) Prior to Effective as of the Effective Time, the Company shall andeach of Oncor Holdings and Oncor shall, if the Company is unable to, Parent shall cause and the Surviving Company and EFIH shall exercise all rights as a direct or indirect equityholder of Oncor Holdings and Oncor to cause Oncor Holdings and Oncor to comply with (i) any indemnification agreement between any Indemnified Party and an Oncor Entity and (ii) the indemnification obligations and exculpation provisions in the LLC Agreements as in effect as of the Effective Time todate hereof. (c) Nothing contained in this Letter Agreement shall be construed to prohibit the Oncor Entities from obtaining, obtain with the approval of their respective boards of directors, and fully pay paying the premium for “tail” the extension of (i) the directors’ and officers’ liability coverage of the Oncor Entities’ existing directors’, managers’ and officers’ insurance policies with policies, and (ii) Oncor’s existing fiduciary liability insurance policies, in each case for a claims reporting or discovery period of at least six (6) years from and after the Effective Time from an insurance carrier with the same or better credit rating as the Company’s current insurance carrier Purchase Closing Date with respect to directors’ and officers’ liability insurance and fiduciary liability insurance (collectively, “D&O Insurance”) with benefits and levels any claim related to any period of coverage at least as favorable as the Company’s existing policies with respect to matters existing or occurring time at or prior to the Effective Time Purchase Closing Date, which policies may be issued by an insurance carrier selected by the Oncor Entities and may contain terms, conditions, retentions and limits of liability that are acceptable to the Oncor Entities in their sole discretion with respect to any actual or alleged error, misstatement, misleading statement, act, omission, neglect, breach of duty or any matter claimed against a director or officer of any of the Oncor Entities by reason of him or her serving in such capacity that existed or occurred at or prior to the Purchase Closing Date (including in connection with this Letter Agreement or the transactions or actions contemplated hereby); provided, however that in no event that, the premiums for the extension of such insurance policies shall the Company expend for such policies an annual premium amount in excess of three hundred percent (300%) not exceed 250% of the annual premiums currently paid by the Company Oncor Entities for such insurance. If the Company for any reason fails to obtain such “tail” insurance policies as of the Effective Timepolicies. (d) If, the Surviving Company shall, and Parent shall cause the Surviving Company to, continue to maintain in effect for a period of at least within 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 Company shall, and Parent shall cause the Surviving Company 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 the Company expend, or Parent or the Surviving Company be required to expend for such policies, an annual amount in excess of three hundred percent (300%) of the annual premiums currently paid by the Company for such insurance; and, provided, further that if the premium for such insurance coverage exceeds such amountPurchase Closing Date, the Surviving Company shall obtain a policy with the greatest coverage available for a cost not exceeding such amount. (c) If Parent Company, EFIH or any of its their successors or assigns shall (i) shall consolidate with or merge into any other corporation or entity and shall not be the continuing or surviving corporation or entity of such consolidation or merger or (ii) shall transfer all or substantially all of its properties and assets to any individual, corporation or other entity, then then, and in each such case case, the Surviving Company, EFIH or their successors or assigns shall make, to the extent not provided for under applicable Law, proper provisions shall be made so that the successors and assigns of Parent shall the Surviving Company or EFIH, as the case may be, assume all of the obligations of Parent the Surviving Company or EFIH set forth in this Section 6.1210. (de) The provisions of this Section 6.12 10 are intended to be for the benefit of, and shall be enforceable by, each of the Indemnified Parties, their heirs and their representatives. . (f) The rights of each the Indemnified Party Parties under this Section 6.12 10 shall be in addition to any rights such individual Indemnified Parties may have under Ohio Lawthe certificate of formation, operating agreement or comparable governing documents of any Oncor Entity, or under any applicable Contracts or Laws. All rights to indemnification agreement to which such Person is a party, the Company Articles of Incorporation and exculpation from liabilities for acts or the Company Code of Regulations. (e) Neither of Parent omissions occurring at or the Surviving Company shall settle, compromise or consent prior to the entry Purchase Closing Date and rights to advancement of expenses relating thereto now existing in favor of any judgment in any threatened or actual Proceeding for which indemnification could be sought by an Indemnified Party hereunderas provided in the certificate of formation, unless such settlement, compromise operating agreement or consent includes an unconditional release comparable governing documents of such Indemnified Party from all liability arising out of such Proceeding any Oncor Entity or such Indemnified Party otherwise consents in writing (such consent not to be unreasonably withheld or delayed) to such settlement, compromise or consent. (f) Nothing in this Agreement is intended to, shall be construed to or shall release, waive or impair any rights to directors’ and officers’ insurance claims under any policy that is or has been in existence with respect to the Company or any of its Subsidiaries for existing indemnification agreement between such Indemnified Party and any of their respective directorsthe foregoing shall not be amended, officers repealed or otherwise modified in any manner that would adversely affect any right thereunder of any such Indemnified Party with respect to any acts or omissions occurring at or prior to the Purchase Closing Date. (g) To the extent that any Indemnified Parties are entitled to indemnification under both this Letter Agreement and any other employeescontract, it being understood agreement or instrument (including the certificate of formation, operating agreement or comparable governing documents of any Oncor Entity or the Company or any indemnification agreement between such Indemnified Party and agreed any of the foregoing) in respect of any services performed by such Indemnified Party as a director, manager, or officer of any of the Oncor Entities, the fact that any such contract, agreement or instrument also provides for indemnification of such Indemnified Parties shall not (i) be construed to diminish or otherwise limit any right or remedy granted to such Indemnified Parties hereunder or (ii) require that any other sources of indemnification or available insurance be primary over the indemnification provided for obligations set forth in this Section 6.12 is not prior to Letter Agreement, any indemnification agreement previously entered with the Indemnified Parties or in substitution for the organizational documents of any such claims under such policiesOncor Entity.

Indemnification; Directors’ and Officers’ Insurance. (a) From ALC agrees that from and after the Effective Time, Parent ALC shall, and shall cause the Surviving Company Corporation to, indemnify and hold harmless each present and former director and officer of the Company HCI and its Subsidiaries, determined as of the Effective Time (the “"Indemnified Parties”"), against any ------------------- costs or expenses (including reasonable and documented 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 (including with respect investigative, arising out of or pertaining to matters existing or occurring at or prior to the Effective Time (including this Agreement and the transactions and actions contemplated hereby)), arising out of the fact that such Indemnified Party is or was a director, officer, employee or agent of the Company, or is or was serving at the request of the Company as a director, officer, employee or agent of another Person prior to the Effective Time, in each case, whether asserted or claimed prior to, at or after the Effective Time, to the fullest extent that the Company HCI or such Subsidiary would have been permitted required to indemnify under Ohio Law, any applicable indemnification agreement to which such Person is a party, the Company Articles of Incorporation or Company Code Bylaws of Regulations HCI or such Subsidiary in effect on the date of this Agreement hereof to indemnify such Person person (and Parent and the Surviving Company such party shall also advance expenses as incurred to the fullest extent permitted under applicable Lawlaw; provided provided, that the Person person to whom expenses are advanced shall provide provides an undertaking to repay such advances if it is ultimately determined that such Person person is not entitled to indemnification). Parent shall ensure that the organizational documents of the Surviving Company shall, for a period of six (6) years from and after the Effective Time, contain provisions no less favorable with respect to indemnification, advancement of expenses and exculpation of present and former directors, officers, employees and agents of the Company and its Subsidiaries than are presently set forth in the Company Articles of Incorporation and Company Code of Regulations. Any right of indemnification of an Indemnified Party pursuant to this Section 6.12 shall not be amended, repealed or otherwise modified at any time in a manner that would adversely affect the rights of such Indemnified Party as provided herein. (b) Prior An Indemnified Party wishing to claim indemnification under Section 6.5(a) or (b) hereof upon learning of any such claim, action, suit, proceeding or investigations shall promptly notify the indemnifying party thereof, but the failure to so notify shall not relieve the indemnifying party 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), the Company indemnifying party shall andhave the right to assume the defense thereof and it 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 Company indemnifying party elects not to assume such defense or counsel for the Indemnified Parties advises that there are issues which raise conflicts of interest between the indemnifying party and the Indemnified Parties, the Indemnified Parties may retain counsel satisfactory to them, and the indemnifying party shall pay all reasonable fees and expense of such counsel for the Indemnified Parties promptly as statements therefor are received. If such indemnity is unable to, Parent shall cause the Surviving Company as of the Effective Time 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 from an insurance carrier with the same or better credit rating as the Company’s current insurance carrier not available with respect to directors’ any Indemnified Party, then the indemnifying party and officers’ liability insurance and fiduciary liability insurance (collectively, “D&O 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 Indemnified Party shall contribute to the Effective Time (including amount payable in connection with this Agreement or the transactions or actions contemplated hereby); provided, however that in no event shall the Company expend for such policies an annual premium amount in excess of three hundred percent (300%) of the annual premiums currently paid by the Company for such insurance. If the Company for any reason fails proportion as is appropriate to obtain such “tail” insurance policies as of the Effective Time, the Surviving Company shall, reflect relative faults and Parent shall cause the Surviving Company to, continue to maintain in effect for a period of at least six (6) years from and after the Effective Time the D&O Insurance in place as of the date of this Agreement with 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 Company shall, and Parent shall cause the Surviving Company 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 the Company expend, or Parent or the Surviving Company be required to expend for such policies, an annual amount in excess of three hundred percent (300%) of the annual premiums currently paid by the Company for such insurance; and, provided, further that if the premium for such insurance coverage exceeds such amount, the Surviving Company shall obtain a policy with the greatest coverage available for a cost not exceeding such amountbenefits. (c) If Parent or any of its successors or assigns (i) shall consolidate with or merge into any other corporation or entity and shall not be the continuing or surviving corporation or entity of such consolidation or merger or (ii) shall transfer all or substantially all of its properties and assets to any individual, corporation or other entity, then and in each such case proper provisions shall be made so that the successors and assigns of Parent shall assume all of the obligations of Parent set forth in this Section 6.12. (d) The provisions of this Section 6.12 6.5 are intended to be for the benefit of, and shall be enforceable by, each of the Indemnified Parties, their Party and his or her heirs and their representatives. The rights of each Indemnified Party under this Section 6.12 shall be in addition to any rights such individual may have under Ohio Law, any applicable indemnification agreement to which such Person is a party, the Company Articles of Incorporation or the Company Code of Regulations. (e) Neither of Parent or the Surviving Company shall settle, compromise or consent to the entry of any judgment in any threatened or actual Proceeding for which indemnification could be sought by an Indemnified Party hereunder, unless such settlement, compromise or consent includes an unconditional release of such Indemnified Party from all liability arising out of such Proceeding or such Indemnified Party otherwise consents in writing (such consent not to be unreasonably withheld or delayed) to such settlement, compromise or consent. (f) Nothing in this Agreement is intended to, shall be construed to or shall release, waive or impair any rights to directors’ and officers’ insurance claims under any policy that is or has been in existence with respect to the Company or any of its Subsidiaries for any of their respective directors, officers or other employees, it being understood and agreed that the indemnification provided for in this Section 6.12 is not prior to or in substitution for any such claims under such policies.

Indemnification; Directors’ and Officers’ Insurance. (a) From and after the Effective Time, each of Parent shall, and shall cause the Surviving Company to, Corporation agrees that it will indemnify and hold harmless harmless, to the fullest extent permitted under applicable Law (and Parent and the Surviving Corporation shall also advance expenses as incurred to the fullest extent permitted under applicable Law provided the Person to whom expenses are advanced provides an undertaking to repay such advances if it is ultimately determined that such Person is not entitled to indemnification), each present and former director director, officer and officer employee of the Company determined as or any of the Effective Time its Subsidiaries (collectively, the “Indemnified Parties”), ) against any costs or expenses (including reasonable and documented attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative (including with respect investigative, arising out of or pertaining to matters existing or occurring at or prior to the Effective Time (Time, including this Agreement and the transactions and actions contemplated hereby))by this Agreement; provided, arising out however, that the Surviving Corporation shall not indemnify any director, officer or employee for any liability for (i) receipt of the fact that a financial benefit to which such Indemnified Party is not entitled; (ii) an intentional infliction of harm on the Company or was its shareholders; (iii) in the case of a director, officer, employee or agent a distribution in violation of Section 31D-8-833 of the CompanyWVBCA; or (iv) an intentional violation of criminal Law. (b) Any Indemnified Party wishing to claim indemnification under paragraph (a) of this Section 6.10, upon learning of any such claim, action, suit, proceeding or is investigation, shall promptly notify Parent thereof, but the failure to so notify shall not relieve Parent or was serving at the request Surviving Corporation of the Company as a director, officer, employee or agent of another Person prior any liability it may have to such Indemnified Party except to the Effective Timeextent such failure materially prejudices the indemnifying party. In the event of any such claim, in each caseaction, suit, proceeding or investigation (whether asserted or claimed prior to, at arising before or after the Effective Time), (i) Parent or the Surviving Corporation shall have the right to assume the fullest extent that the Company would have been permitted under Ohio Law, any applicable indemnification agreement to which such Person is a party, the Company Articles of Incorporation or Company Code of Regulations in effect on the date of this Agreement to indemnify such Person (defense thereof and Parent and the Surviving Company Corporation shall also advance 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 elects not 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 Parent or the Surviving Corporation shall pay all reasonable fees and expenses of such counsel for the Indemnified Parties promptly as incurred statements therefor are received; provided, however, that Parent and 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 fullest extent permitted under applicable Lawuse of one counsel for such Indemnified Parties would present such counsel with a conflict of interest; provided that the Person fewest number of counsels necessary to whom expenses are advanced avoid conflicts of interest shall provide an undertaking to repay be used; (ii) the Indemnified Parties will cooperate in the defense of any such advances if it is ultimately determined that such Person is not entitled to indemnification). matter; and (iii) Parent shall ensure that the organizational documents of and the Surviving Company shall, for a period of six (6) years from and after the Effective Time, contain provisions no less favorable with respect to indemnification, advancement of expenses and exculpation of present and former directors, officers, employees and agents of the Company and its Subsidiaries than are presently set forth in the Company Articles of Incorporation and Company Code of Regulations. Any right of indemnification of an Indemnified Party pursuant to this Section 6.12 Corporation shall not be amendedliable for any settlement effected without Parent’s or the Surviving Corporation’s, repealed or otherwise modified at as applicable, prior written consent; and provided, further, that Parent and the Surviving Corporation shall not have any time in obligation hereunder to any Indemnified Party if and when a manner court of competent jurisdiction shall ultimately determine, and such determination shall have become final, that would adversely affect the rights indemnification of such Indemnified Party in the manner contemplated hereby is prohibited by applicable Law. If such indemnity is not available with respect to any Indemnified Party, then Parent and the Surviving Corporation and the Indemnified Party shall contribute to the amount payable in such proportion as provided hereinis appropriate to reflect relative faults and benefits. (bc) Prior to the Effective Time, the Company shall and, if the Company is unable to, Parent shall cause the Surviving Company as of the Effective Time 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 from an insurance carrier with the same or better credit rating as the Company’s current insurance carrier with respect to directors’ and officers’ liability insurance and fiduciary liability insurance (collectively, “D&O Insurance”) with 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 or the transactions or actions contemplated hereby); provided, however however, that in no event shall Parent or the Company Surviving Corporation be required to expend for such policies an annual premium amount in excess of three hundred percent (300%) of the annual premiums currently paid by the Company for such insurance. If the Company for any reason fails to obtain such “tail” insurance policies as of the Effective Time, the Surviving Company shall, and Parent shall cause the Surviving Company to, continue to maintain in effect for a period of at least six (6) years from and after the Effective Time the D&O Insurance in place as of the date of this Agreement with 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 Company shall, and Parent shall cause the Surviving Company 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 the Company expend, or Parent or the Surviving Company be required to expend for such policies, an annual amount in excess of three hundred percent (300%) 200% of the annual premiums currently paid by the Company for such insurance; and, and provided, further further, that if the premium for annual premiums of such insurance coverage exceeds exceed such amount, Parent or the Surviving Company Corporation shall obtain a policy with the greatest coverage available for a cost not exceeding such amount. (cd) If Parent or the Surviving Corporation or any of its their respective successors or assigns (i) shall consolidate with or merge into any other corporation or entity and shall not be the continuing or surviving corporation or entity of such consolidation or merger or (ii) shall transfer all or substantially all of its properties and assets to any individual, corporation or other entity, then then, and in each such case case, proper provisions shall be made so that the successors and assigns of Parent or the Surviving Corporation shall assume all of the obligations of Parent set forth in this Section 6.126.10. (de) The provisions of this Section 6.12 6.10 are intended to be for the benefit of, and shall be enforceable by, each of the Indemnified Parties, their heirs and their representatives. . (f) The rights of each the Indemnified Party Parties under this Section 6.12 6.10 shall be in addition to any rights such individual Indemnified Parties may have under Ohio Law, any applicable indemnification agreement to which such Person is a party, the Company Articles articles of Incorporation incorporation or the Company Code by-laws of Regulations. (e) Neither of Parent or the Surviving Company shall settle, compromise or consent to the entry of any judgment in any threatened or actual Proceeding for which indemnification could be sought by an Indemnified Party hereunder, unless such settlement, compromise or consent includes an unconditional release of such Indemnified Party from all liability arising out of such Proceeding or such Indemnified Party otherwise consents in writing (such consent not to be unreasonably withheld or delayed) to such settlement, compromise or consent. (f) Nothing in this Agreement is intended to, shall be construed to or shall release, waive or impair any rights to directors’ and officers’ insurance claims under any policy that is or has been in existence with respect to the Company or any of its Subsidiaries for Subsidiaries, or under any of their respective directors, officers applicable Contracts or other employees, it being understood and agreed that the indemnification provided for in this Section 6.12 is not prior to or in substitution for any such claims under such policiesLaws.

Indemnification; Directors’ and Officers’ Insurance. (a) From and after the Effective Time, Parent shall, and shall cause the Surviving Company to, indemnify and hold harmless for six years, to the fullest extent permitted under applicable law (and Parent shall also advance expenses as incurred to the fullest extent permitted under applicable law provided the Person to whom expenses are advanced provides an undertaking to repay such advances if it is ultimately determined that such Person is not entitled to indemnification), each present and former director director, officer and officer employee of the Company determined as of and its Subsidiaries (collectively, the Effective Time (the “"Indemnified Parties”), ") against any costs or expenses (including reasonable attorneys' and documented attorneys’ experts' 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 investigative, relating to any acts or omissions by such Persons in their capacities as directors, officers, or employees of the Company and its Subsidiaries and arising out of matters existing or occurring at or prior to the -38- 45 Effective Time, including the transactions contemplated by this Agreement; provided, however, that Parent shall not be required to indemnify any Indemnified Party pursuant hereto if it shall be determined that the Indemnified Party acted in bad faith and not in a manner such Party believed to be in or not opposed to the best interests of the Company. (including b) Any Indemnified Party wishing to claim indemnification under paragraph (a) of this Section 6.13, upon learning of any such claim, action, suit, proceeding or investigation, shall promptly notify Parent thereof. 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 Parent 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 elects not 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 Parent or the Surviving Corporation shall pay all reasonable fees and expenses of such counsel for the Indemnified Parties promptly as statements therefor are received; provided, however, that Parent shall be obligated pursuant to this paragraph (b) to pay for only one firm of counsel for all Indemnified Parties in any jurisdiction, (ii) the Indemnified Parties 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; and 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. If such indemnity is not available with respect to matters existing any Indemnified Party, then the Surviving Corporation and the Indemnified Party shall contribute to the amount payable in such proportion as is appropriate to reflect relative faults and benefits. (c) The Surviving Corporation shall maintain officers' and directors' liability insurance in respect of acts or omissions occurring prior to the Effective Time covering each person currently covered by the Company's officers' and directors' liability insurance policy on terms with respect to coverage no less favorable than those of such policy in effect on the date hereof and with a policy amount of at least $20 million ("D&O Insurance") for a period of six years after the Effective Time so long as the annual premium therefor does not exceed 150% of the last annual premium paid prior to the date hereof (the "Current Premium"); provided, however, that if the D&O Insurance expires, is terminated or cancelled during such six-year period, the Surviving Corporation will use its best efforts to obtain D&O Insurance in a policy amount of at least $20 million or, if lower, as much D&O Insurance as can be obtained for the remainder of such period for a premium not in excess (on an annualized basis) of 1.5 times the Current Premium. (d) The certificate of incorporation or by-laws of the Company, with respect to indemnification of all officers, directors, employees and agents, shall not be amended, repealed or otherwise modified after the Effective Time in any manner that would adversely affect the rights thereunder of the Persons who at any time prior to the Effective Time were identified as prospective indemnities under the certificate of incorporation or by-laws of the Company in respect to actions or omissions occurring at or prior to the Effective Time (including this Agreement and the transactions and actions contemplated hereby)), arising out of unless such modification is required by law. (e) In the fact event that such Indemnified Party is or was a director, officer, employee or agent of the Company, or is or was serving at the request of the Company as a director, officer, employee or agent of another Person prior to the Effective Time, in each case, whether asserted or claimed prior to, at or after the Effective Time, to the fullest extent that the Company would have been permitted under Ohio Law, any applicable indemnification agreement to which such Person is a party, the Company Articles of Incorporation or Company Code of Regulations in effect on the date of this Agreement to indemnify such Person (and Parent and the Surviving Company shall also advance expenses as incurred to the fullest extent permitted under applicable Law; provided that the Person to whom expenses are advanced shall provide an undertaking to repay such advances if it is ultimately determined that such Person is not entitled to indemnification). Parent shall ensure that the organizational documents of the Surviving Company shall, for a period of six (6) years from and after the Effective Time, contain provisions no less favorable with respect to indemnification, advancement of expenses and exculpation of present and former directors, officers, employees and agents of the Company and its Subsidiaries than are presently set forth in the Company Articles of Incorporation and Company Code of Regulations. Any right of indemnification of an Indemnified Party pursuant to this Section 6.12 shall not be amended, repealed or otherwise modified at any time in a manner that would adversely affect the rights of such Indemnified Party as provided herein. (b) Prior to the Effective Time, the Company shall and, if the Company is unable to, Parent shall cause the Surviving Company as of the Effective Time 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 from an insurance carrier with the same or better credit rating as the Company’s current insurance carrier with respect to directors’ and officers’ liability insurance and fiduciary liability insurance (collectively, “D&O Insurance”) with 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 or the transactions or actions contemplated hereby); provided, however that in no event shall the Company expend for such policies an annual premium amount in excess of three hundred percent (300%) of the annual premiums currently paid by the Company for such insurance. If the Company for any reason fails to obtain such “tail” insurance policies as of the Effective Time, the Surviving Company shall, and Parent shall cause the Surviving Company to, continue to maintain in effect for a period of at least six (6) years from and after the Effective Time the D&O Insurance in place as of the date of this Agreement with 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 Company shall, and Parent shall cause the Surviving Company 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 the Company expend, or Parent or the Surviving Company be required to expend for such policies, an annual amount in excess of three hundred percent (300%) of the annual premiums currently paid by the Company for such insurance; and, provided, further that if the premium for such insurance coverage exceeds such amount, the Surviving Company shall obtain a policy with the greatest coverage available for a cost not exceeding such amount. (c) If Parent or any of its successors or assigns or the Surviving Corporation or any its successors or assigns (i) shall consolidate consolidates with or merge merges into any other corporation or entity Person and shall not be the continuing or surviving corporation or entity of such consolidation or merger or (ii) shall transfer transfers or conveys all or substantially all of its properties and assets to any individualPerson then, corporation or other entity, then and in each its such case case, to the extent necessary, proper provisions provision shall be made so that the successors and assigns of Parent shall or the Surviving Corporation, as applicable, assume all of the respective obligations of Parent or the Surviving Corporation, as the case may be, as set forth in this Section 6.126.13. (df) The provisions of this Section 6.12 are intended to be for the benefit of, and shall be enforceable by, each of the Indemnified Parties, their heirs and their representatives. The rights of each Indemnified Party under this Section 6.12 shall be in addition to any rights such individual may have under Ohio Law, any applicable indemnification agreement to which such Person is a party, the Company Articles of Incorporation or the Company Code of Regulations. (e) Neither of Parent or the Surviving Company shall settle, compromise or consent to the entry of any judgment in any threatened or actual Proceeding for which indemnification could be sought by an Indemnified Party hereunder, unless such settlement, compromise or consent includes an unconditional release of such Indemnified Party from all liability arising out of such Proceeding or such Indemnified Party otherwise consents in writing (such consent not to be unreasonably withheld or delayed) to such settlement, compromise or consent. (f) Nothing in this Agreement is intended to, shall be construed to or shall release, waive or impair any rights to directors’ and officers’ insurance claims under any policy that is or has been in existence with respect to the Company or any of its Subsidiaries for any of their respective directors, officers or other employees, it being understood and agreed that the indemnification provided for in this Section 6.12 is not prior to or in substitution for any such claims under such policies.

Indemnification; Directors’ and Officers’ Insurance. (a) From --------------------------------------------------- and after the Effective Time, Parent shall, and shall cause the Surviving Company to, indemnify and hold harmless harmless, to the fullest extent permitted under applicable law (and Parent shall also advance expenses as incurred to the fullest extent permitted under applicable law, provided the Person to whom expenses are advanced provides an undertaking to repay such advances if it is ultimately determined that such Person is not entitled to indemnification), each present and former director and officer of the Company determined as of and its Subsidiaries (collectively, the Effective Time (the “"Indemnified Parties”), ") ------------------- against any costs or expenses (including reasonable and documented 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 (including with respect investigative, arising out of or pertaining to matters existing or occurring at or prior to the Effective Time (Time, including this Agreement and the transactions and actions contemplated hereby))by this Agreement, arising which is based in whole or in part on, or arises in whole or in part out of the fact that such Indemnified Party person is or was a director, officer, employee director or agent of the Company, or is or was serving at the request officer of the Company or any of its Subsidiaries. (b) Any Indemnified Party wishing to claim indemnification under paragraph (a) of this Section 6.13, 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 Effective Time), (i) Parent shall have the right to assume the defense thereof with counsel reasonably acceptable to the Indemnified Party and Parent shall not be liable to any Indemnified Party for any legal expenses of other counsel thereafter incurred in connection with the defense thereof, (ii) the Indemnified Party will cooperate in all respects as reasonably requested by Parent in the defense of any such matter, and in connection therewith shall be entitled to reimbursement by Parent of expenses incurred in connection therewith, and (iii) Parent shall not be liable for any settlement effected without its prior written consent, which consent shall not be unreasonably withheld or delayed; provided, however, that Parent shall not have -------- ------- any obligation hereunder to any Indemnified Party if a directorcourt shall ultimately determine, officerand such determination shall have become final and nonappealable, employee that the indemnification of such Indemnified Party in the matter contemplated hereby is prohibited by law. If such indemnity is not available with respect to any Indemnified Party, then Parent and the Indemnified Party shall contribute to the amount payable in such proportion as is appropriate to reflect relative faults and benefits. (c) Parent and the Surviving Corporation shall maintain the Company's and its Subsidiaries' 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 hereof (the "Current Premium"); provided, however, that --------------- -------- ------- if the existing D&O Insurance expires, is terminated or agent canceled during such six-year period, the Surviving Corporation will use its commercially reasonable efforts to obtain as much D&O Insurance as can be obtained for the remainder of another Person such period for a premium not in excess (on an annualized basis) of 200% of the Current Premium; provided further, that, in lieu of maintaining such existing -------- ------- D&O Insurance as provided above, Parent may cause coverage to be provided under any policy maintained for the benefit of Parent or any of its Subsidiaries, so long as the terms are no less advantageous to the intended beneficiaries thereof than the existing D&O Insurance. In lieu of the maintenance or purchase of such insurance by Parent or the Surviving Corporation, the Parent or the Surviving Corporation may purchase a six-year extended reporting period endorsement ("reporting tail coverage") under the Company's existing directors' and officers' liability insurance coverage, provided that the total cost of the reporting tail coverage shall not exceed $420,000, and provided that such reporting tail coverage shall extend the director and officer liability coverage in force as of the date hereof for a period of six years from the Effective Time for any claims based upon, arising out of, directly or indirectly resulting from, in consequence of, or in any way involving wrongful acts or omissions occurring on or prior to the Effective Time, including without limitation all claims based upon, arising out of, directly or indirectly resulting from, in consequence of, or in any way involving the Offer, the Merger and any and all related transactions or related events. (d) The provisions of this Section 6.13 are intended to be for the benefit of, and shall be enforceable by, each case, whether asserted of the Indemnified Parties and their respective heirs and estates. Nothing in this Section 6.13 shall limit in any way any other rights to indemnification that any current or claimed prior to, at former director or after the Effective Time, to the fullest extent that officer of the Company would or any of its Subsidiaries may have been permitted under Ohio Law, any applicable indemnification agreement to which such Person is a party, the Company Articles of Incorporation by contract or Company Code of Regulations in effect on the date of this Agreement to indemnify such Person otherwise. (and Parent and the Surviving Company shall also advance expenses as incurred to the fullest extent permitted under applicable Law; provided that the Person to whom expenses are advanced shall provide an undertaking to repay such advances if it is ultimately determined that such Person is not entitled to indemnification). Parent shall ensure that the organizational documents of the Surviving Company shall, for a period of six (6e) years from From and after the Effective Time, contain provisions no less favorable with respect to indemnificationthe Surviving Corporation shall fulfill, advancement of expenses assume and exculpation of present and former directors, officers, employees and agents honor in all respects the obligations of the Company pursuant to the Company's articles of incorporation, regulations and its Subsidiaries than are presently set forth in any indemnification agreement between the Company Articles of Incorporation and Company Code of Regulations. Any right of indemnification of an Indemnified Party pursuant to this Section 6.12 shall not be amended, repealed or otherwise modified at any time in a manner that would adversely affect the rights of such Indemnified Party as provided herein. (b) Prior to the Effective Time, the Company shall and, if the Company is unable to, Parent shall cause the Surviving Company as of the Effective Time to, obtain Company's directors and fully pay for “tail” insurance policies with a claims period of at least six (6) years from officers existing 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 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 Company’s existing policies with respect to matters existing or occurring at or prior to the Effective Time (including in connection with this Agreement or the transactions or actions contemplated hereby); provided, however that in no event shall the Company expend for such policies an annual premium amount in excess of three hundred percent (300%) of the annual premiums currently paid by the Company for such insurance. If the Company for any reason fails to obtain such “tail” insurance policies as of the Effective Time, the Surviving Company shall, and Parent shall cause the Surviving Company to, continue to maintain in effect for a period of at least six (6) years from and after the Effective Time the D&O Insurance in place force as of the date of this Agreement with benefits and levels of coverage at least as favorable as provided Agreement. The Company agrees that the indemnification obligations set forth in the Company’s existing policies 's articles of incorporation and regulations, in each case as of the date of this Agreement, shall survive the Merger with respect to any matter which is based in whole or the Surviving Company shallin part on, and Parent shall cause the Surviving Company to, purchase comparable D&O Insurance for such six-year period with benefits and levels of coverage at least as favorable as provided or arises in the Company’s existing policies as whole or in part out of the date fact that an individual is or was a director or officer of this Agreement; provided, however that in no event shall the Company expend, or Parent or any of its Subsidiaries prior to the Surviving Company be required to expend for such policies, an annual amount in excess of three hundred percent (300%) of the annual premiums currently paid by the Company for such insurance; and, provided, further that if the premium for such insurance coverage exceeds such amount, the Surviving Company shall obtain a policy with the greatest coverage available for a cost not exceeding such amountEffective Time. (cf) If Parent the Surviving Corporation or any of its successors or assigns (i) shall consolidate with or merge into any other corporation or entity and shall not be the continuing or surviving corporation or entity of such consolidation or merger or (ii) shall transfer all or substantially all of its properties and assets to any individual, corporation or other entity, then then, and in each such case case, proper provisions shall be made so that the respective successors and assigns of the Parent and the Surviving Corporation shall assume all of the obligations of Parent set forth in this Section 6.12Section. (d) The provisions of this Section 6.12 are intended to be for the benefit of, and shall be enforceable by, each of the Indemnified Parties, their heirs and their representatives. The rights of each Indemnified Party under this Section 6.12 shall be in addition to any rights such individual may have under Ohio Law, any applicable indemnification agreement to which such Person is a party, the Company Articles of Incorporation or the Company Code of Regulations. (e) Neither of Parent or the Surviving Company shall settle, compromise or consent to the entry of any judgment in any threatened or actual Proceeding for which indemnification could be sought by an Indemnified Party hereunder, unless such settlement, compromise or consent includes an unconditional release of such Indemnified Party from all liability arising out of such Proceeding or such Indemnified Party otherwise consents in writing (such consent not to be unreasonably withheld or delayed) to such settlement, compromise or consent. (f) Nothing in this Agreement is intended to, shall be construed to or shall release, waive or impair any rights to directors’ and officers’ insurance claims under any policy that is or has been in existence with respect to the Company or any of its Subsidiaries for any of their respective directors, officers or other employees, it being understood and agreed that the indemnification provided for in this Section 6.12 is not prior to or in substitution for any such claims under such policies.

Indemnification; Directors’ and Officers’ Insurance. (a) From --------------------------------------------------- and after the Effective TimeTime through the sixth anniversary thereof, Parent shallDime agrees to indemnify, and shall cause the Surviving Company to, indemnify defend and hold harmless each present and former director and officer of the Company BFS and its subsidiaries determined as of the Effective Time (the “"Indemnified Parties”), ") against any costs or expenses (including reasonable and documented attorneys’ fees), judgments, fines, all losses, claims, damages damages, costs, expenses -------------------- (including reasonable attorneys' fees), liabilities or liabilities incurred judgments of or in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative (including with respect to investigation arising out of matters existing or occurring at or prior to the Effective Time (including this Agreement and the transactions and actions contemplated hereby))a "Claim") ----- in which an Indemnified Party is, or is threatened to be made, a party or a witness based in whole or in part on, or arising in whole or in part out of of, the fact that such Indemnified Party person is or was a directordirector or officer of BFS or any of its subsidiaries, officer, employee or agent regardless of the Company, or whether such Claim is or was serving at the request of the Company as a director, officer, employee or agent of another Person prior to the Effective Time, in each case, whether asserted or claimed prior to, at or after the Effective Time, to the fullest extent that the Company would have been permitted under Ohio Law, any applicable indemnification agreement to which such Person is a party, the Company Articles directors and officers of Incorporation BFS are entitled under Delaware or Company Code of Regulations other applicable law as in effect on the date of this Agreement to indemnify such Person hereof (and Parent and Dime shall pay expenses in advance of the Surviving Company shall also advance expenses as incurred final disposition of any such action or proceeding to each Indemnified Party to the fullest extent permitted permissible to a Delaware corporation under applicable LawDelaware law as in effect on the date hereof; provided provided, that the Person person to whom expenses are advanced shall provide -------- provides an undertaking to repay such advances expenses if it is ultimately determined that such Person person is not entitled to indemnification). Parent shall ensure that All rights to indemnification in respect of a Claim asserted or made within the organizational documents of the Surviving Company shall, for a period of six (6) years from and after the Effective Time, contain provisions no less favorable with respect to indemnification, advancement of expenses and exculpation of present and former directors, officers, employees and agents of the Company and its Subsidiaries than are presently set forth described in the Company Articles of Incorporation and Company Code of Regulations. Any right of indemnification of an Indemnified Party pursuant to this Section 6.12 preceding sentence shall not be amended, repealed or otherwise modified at any time in a manner that would adversely affect continue until the rights final disposition of such Indemnified Party as provided hereinClaim. (b) Prior Any Indemnified Party wishing to claim indemnification under Section 5.12(a), upon learning of any Claim, shall promptly notify Dime, but the failure to so notify shall not relieve Dime of any liability it may have to such Indemnified Party except to the Effective Timeextent that such failure materially prejudices Dime. In the event of any Claim, (1) Dime shall have the right to assume the defense thereof and 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 Dime elects not to assume such defense or counsel for the Indemnified Parties advises that there are issues which raise conflicts of interest between Dime and the Indemnified Parties, the Company Indemnified Parties may retain counsel satisfactory to them, and Dime shall andpay all reasonable fees and expenses of such counsel for the Indemnified Parties promptly as statements therefor are received, if (2) the Company is unable to, Parent Indemnified Parties will cooperate in the defense of any such Claim and (3) Dime shall not be liable for any settlement effected without its prior written consent (which consent shall not unreasonably be withheld). (c) Dime shall use all reasonable efforts to cause the Surviving Company persons serving as officers and directors of the Effective Time 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 from an insurance carrier with the same or better credit rating as the Company’s current insurance carrier with respect to directors’ and officers’ liability insurance and fiduciary liability insurance (collectively, “D&O Insurance”) with benefits and levels of coverage at least as favorable as the Company’s existing policies with respect to matters existing or occurring at or BFS immediately prior to the Effective Time to be covered for a period of three years from the Effective Time by the directors' and officers' liability insurance policy maintained by BFS (including provided that Dime may substitute therefor policies of at least the same coverage and amounts containing terms and conditions which are not less advantageous than such policy) with respect to acts or omissions occurring prior to the Effective Time which were committed by such officers and directors in connection with this Agreement or the transactions or actions contemplated hereby)their capacity as such; provided, however however, that in no event shall the Company expend for such policies an annual premium amount in excess of three hundred percent (300%) of the annual premiums currently paid by the Company for such insurance. If the Company for any reason fails to obtain such “tail” insurance policies as of the Effective Time, the Surviving Company shall, and Parent shall cause the Surviving Company to, continue to maintain in effect for a period of at least six (6) years from and after the Effective Time the D&O Insurance in place as of the date of this Agreement with 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 Company shall, and Parent shall cause the Surviving Company 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 the Company expend, or Parent or the Surviving Company Dime be required to expend for such policies, an annual amount in excess of three hundred percent (300%) more -------- ------- than 200% of the annual premiums currently paid current amount expended by BFS (the Company for such insurance"Insurance Amount") to ---------------- maintain or procure insurance coverage pursuant hereto; and, and provided, further further, -------- ------- that if Dime is unable to maintain or obtain the premium insurance called for such by this Section 5.12(c), Dime shall use all reasonable efforts to obtain as much comparable insurance coverage exceeds such amount, the Surviving Company shall obtain a policy with the greatest coverage as is available for a cost not exceeding such amountthe Insurance Amount. (cd) If Parent In the event Dime or any of its is successors or assigns (i1) shall consolidate consolidates with or merge merges into any other corporation or entity Person and shall not be the continuing continue or surviving corporation or entity of survive such consolidation or merger merger, or (ii2) shall transfer transfers or conveys all or substantially all of its properties and assets to any individualPerson, corporation or other entitythen, then and in each such case case, to the extent necessary, proper provisions provision shall be made so that the successors and assigns of Parent shall Dime assume all of the obligations of Parent set forth in this Section 6.125.12. (de) The provisions of this Section 6.12 5.12 are intended to be for the benefit of, and shall be enforceable by, each of the Indemnified Parties, their Party and his or her heirs and their representatives. The rights of each Indemnified Party under this Section 6.12 shall be in addition to any rights such individual may have under Ohio Law, any applicable indemnification agreement to which such Person is a party, the Company Articles of Incorporation or the Company Code of Regulations. (e) Neither of Parent or the Surviving Company shall settle, compromise or consent to the entry of any judgment in any threatened or actual Proceeding for which indemnification could be sought by an Indemnified Party hereunder, unless such settlement, compromise or consent includes an unconditional release of such Indemnified Party from all liability arising out of such Proceeding or such Indemnified Party otherwise consents in writing (such consent not to be unreasonably withheld or delayed) to such settlement, compromise or consent. (f) Nothing in this Agreement is intended to, shall be construed to or shall release, waive or impair any rights to directors’ and officers’ insurance claims under any policy that is or has been in existence with respect to the Company or any of its Subsidiaries for any of their respective directors, officers or other employees, it being understood and agreed that the indemnification provided for in this Section 6.12 is not prior to or in substitution for any such claims under such policies.

Indemnification; Directors’ and Officers’ Insurance. (a) The indemnification, advancement and exculpation provisions of certain indemnification agreements by and among the Company and its directors and certain executive officers, as in effect at the Effective Time shall survive the Merger and shall not be amended, repealed or otherwise modified for a period of six years from the Effective Time in any manner that would adversely affect the rights thereunder of the current or former directors, officers or employees of the Company or any of its Subsidiaries (the “Indemnified Parties”). The Memorandum and Articles of Association 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 of association of the Company as in effect on the date hereof, except to the extent prohibited by the Cayman Companies Law or any other applicable Law, which provisions will not be amended, repealed or otherwise modified for a period of six years from the Effective Time in any manner that would adversely affect the rights thereunder of the Indemnified Parties, unless such modification is required by Law. (b) From and after the Effective Time, Parent shallthe Surviving Corporation shall comply with all of the Company’s obligations, and shall cause the Surviving Company to, its Subsidiaries to comply with their respective obligations to indemnify and hold harmless each present and former director and officer of (including any obligations to advance funds for expenses) (i) the Company determined as of the Effective Time (the “Indemnified Parties”), Parties thereof against any and all costs or expenses (including reasonable and documented attorneys’ feesfees and expenses), judgments, fines, losses, claims, damages or damages, liabilities incurred and amounts paid in settlement in connection with any actual or threatened claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative (including with respect to matters existing or occurring at or prior to the Effective Time (including this Agreement and the transactions and actions contemplated hereby)“Damages”), arising out of of, relating to or in connection with (A) the fact that such an Indemnified Party is or was a director, officer, officer or employee or agent of the Company, or is or was serving at the request of the Company as a directoror such Subsidiary, officer, employee or agent of another Person (B) any acts or omissions occurring or alleged to occur prior to or at the Effective Time, in each case, whether asserted or claimed prior to, at or after the Effective Time, Time to the fullest extent that provided under the Company would have been permitted under Ohio Law, any applicable indemnification agreement to which Company’s or such Person is a party, the Company Articles of Incorporation Subsidiaries’ respective organizational and governing documents or Company Code of Regulations agreements in effect on the date of this Agreement to indemnify such Person (hereof and Parent and the Surviving Company shall also advance expenses as incurred to the fullest extent permitted by the Cayman Companies Law or any other applicable Law, including (x) the approval of this Agreement, the Merger or the other transactions contemplated by this Agreement or arising out of or pertaining to the transactions contemplated by this Agreement and (y) actions to enforce this provision or any other indemnification or advancement right of any Indemnified Party; provided, however, that such indemnification shall be subject to any limitation imposed from time to time under applicable Law; provided that and (ii) such Indemnified Parties against any and all Damages arising out of 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 Person to whom expenses are advanced shall provide an undertaking to repay such advances if it is ultimately determined that such Person is not entitled to indemnification). Parent shall ensure that request or for the organizational documents of the Surviving Company shall, for a period of six (6) years from and after the Effective Time, contain provisions no less favorable with respect to indemnification, advancement of expenses and exculpation of present and former directors, officers, employees and agents benefit of the Company and or any of its Subsidiaries than are presently set forth in the Company Articles of Incorporation and Company Code of Regulations. Any right of indemnification of an Indemnified Party pursuant to this Section 6.12 shall not be amended, repealed or otherwise modified at any time in a manner that would adversely affect the rights of such Indemnified Party as provided hereinSubsidiaries. (bc) Prior to the Effective TimeThe Surviving Corporation shall, the Company shall and, if the Company is unable to, and Parent shall cause the Surviving Company as of the Effective Time 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 from an insurance carrier with the same or better credit rating as maintain the Company’s current insurance carrier with respect to and its Subsidiaries’ existing 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 Company’s existing policies with respect to matters existing or occurring at or prior to the Effective Time (including for acts or omissions occurring in connection with this Agreement or and the consummation of the transactions or actions contemplated hereby)) covering each Indemnified Parties by the Company’s officers’ and directors’ liability insurance policy 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 years after the Effective Time; provided, however that however, that, subject to the immediately succeeding sentence, in no event shall the Company Surviving Corporation be required to expend for such policies in any one year an annual premium amount in excess of three hundred percent (300%) % of the current annual premiums currently premium paid by the Company for such insurance. If In addition, the Company for any reason fails may purchase a six year “tail” prepaid policy prior to obtain the Effective Time on terms and conditions providing substantially equivalent benefits to the Indemnified Parties than the existing directors’ and officers’ liability insurance maintained by the Company. If such “tail” insurance prepaid policies as of have been obtained by the Effective TimeCompany prior to the Closing, the Surviving Company Corporation shall, and Parent shall cause the Surviving Company Corporation to, maintain such policies in full force and effect, and continue to maintain in effect for a period of at least six (6) years from and after honor 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 Company shallrespective obligations thereunder, and Parent all other obligations under this Section 7.11(c) shall cause the Surviving Company 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 the Company expend, or Parent or the Surviving Company be required to expend for such policies, an annual amount in excess of three hundred percent terminate. (300%d) of the annual premiums currently paid by the Company for such insurance; and, provided, further that if the premium for such insurance coverage exceeds such amountIf Parent, the Surviving Company shall obtain a policy with the greatest coverage available for a cost not exceeding such amount. (c) If Parent Corporation or any of its their respective successors or assigns (i) shall consolidate consolidates with or merge merges into any other corporation or entity Person and shall not be the continuing or surviving corporation company or entity of such consolidation or merger merger, or (ii) shall transfer transfers or conveys all or substantially all of its properties and assets to any individual, corporation or other entityPerson, then the obligations of Parent or the Surviving Corporation, as the case may be, that are set forth under this Section 7.11 shall survive, and in each such case to the extent necessary, proper provisions 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 of Parent set forth in this Section 6.127.11. (de) The provisions of this Section 6.12 7.11 shall survive the consummation of the Merger and are intended to be for the benefit of, and shall be enforceable by, each of the Indemnified Parties, Parties and their heirs and their legal representatives. The rights , each of each Indemnified Party under which shall be a third-party beneficiary of the provisions of this Section 6.12 shall be in addition to any rights such individual may have under Ohio Law, any applicable indemnification agreement to which such Person is a party, the Company Articles of Incorporation or the Company Code of Regulations. (e) Neither of Parent or the Surviving Company shall settle, compromise or consent to the entry of any judgment in any threatened or actual Proceeding for which indemnification could be sought by an Indemnified Party hereunder, unless such settlement, compromise or consent includes an unconditional release of such Indemnified Party from all liability arising out of such Proceeding or such Indemnified Party otherwise consents in writing (such consent not to be unreasonably withheld or delayed) to such settlement, compromise or consent7.11. (f) The agreements and covenants contained in this Section 7.11 shall not be deemed to be exclusive of any other rights to which any such Indemnified Parties is entitled, whether pursuant to Law, contract or otherwise. Nothing in this Agreement is intended to, shall be construed to or shall release, waive or impair any rights to directors’ and officers’ insurance claims under any policy that is or has been in existence with respect to the Company or any of its Subsidiaries for any of or their respective directorsofficers, officers or other directors and employees, it being understood and agreed that the indemnification provided for in this Section 6.12 7.11 is not prior to or in substitution for any such claims under any such policies.

Indemnification; Directors’ and Officers’ Insurance. (a) From and after the Effective Time, Parent SBC shall, and shall cause the Surviving Company Corporation to, indemnify and hold harmless each present and former director and officer of the Company (when acting in such capacity) determined as of the Effective Time (the “"Indemnified Parties”"), against any costs or expenses (including reasonable and documented 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 (including with respect investigative, arising out of or pertaining to matters existing or occurring at or prior to the Effective Time (including this Agreement and the transactions and actions contemplated hereby)), arising out of the fact that such Indemnified Party is or was a director, officer, employee or agent of the Company, or is or was serving at the request of the Company as a director, officer, employee or agent of another Person prior to the Effective Time, in each case, whether asserted or claimed prior to, at or after the Effective Time, to the fullest extent that the Company would have been permitted under Ohio Law, any applicable indemnification agreement to which such Person is a party, the Company Articles of Incorporation or Company Code of Regulations in effect on the date of this Agreement to indemnify such Person Delaware law (and Parent and the Surviving Company Corporation shall also advance expenses as incurred to the fullest extent permitted under applicable Law; law, provided that the Person to whom expenses are advanced shall provide provides an undertaking to repay such advances if it is ultimately determined that such Person is not entitled to indemnification). Parent shall ensure that the organizational documents of the Surviving Company shall, for a period of six (6) years from and after the Effective Time, contain provisions no less favorable with respect to indemnification, advancement of expenses and exculpation of present and former directors, officers, employees and agents of the Company and its Subsidiaries than are presently set forth in the Company Articles of Incorporation and Company Code of Regulations. Any right of indemnification of an Indemnified Party pursuant to this Section 6.12 shall not be amended, repealed or otherwise modified at any time in a manner that would adversely affect the rights of such Indemnified Party as provided herein. (b) Prior 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 the Surviving Corporation thereof, but the failure to so notify shall not relieve the Surviving Corporation of any liability it may have to such Indemnified Party if such failure does not materially prejudice the Surviving Corporation. 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 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 counsel for the Indemnified Parties advises that there are issues which raise conflicts of interest between the Surviving Corporation and the Indemnified Parties, the Indemnified Parties may retain counsel satisfactory to them, and the Surviving Corporation 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 there is a conflict of interest as provided above) (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 its prior written consent. (c) The Surviving Corporation shall maintain a policy of officers' and directors' liability insurance for acts and omissions occurring prior to the Effective Time, the Company shall and, if the Company is unable to, Parent shall cause the Surviving Company as of the Effective Time 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 from an insurance carrier with the same or better credit rating as the Company’s current insurance carrier with respect to directors’ and officers’ liability insurance and fiduciary liability insurance (collectively, “"D&O Insurance”") with benefits coverage in amount and levels of coverage scope at least as favorable as the Company’s 's existing policies with respect to matters existing or occurring at or prior to directors' and officers' liability insurance coverage for a period of six years after the Effective Time (including in connection with this Agreement or the transactions or actions contemplated hereby)Time; provided, however that in no event shall however, if the Company expend for such policies an existing D&O Insurance expires, is terminated or cancelled, or if the annual premium therefor is increased to an amount in excess of three hundred percent (300%) 175% of the last annual premiums currently premium paid by prior to the Company for date hereof (the "Current Premium"), in each case during such insurance. If the Company for any reason fails to obtain such “tail” insurance policies as of the Effective Timesix year period, the Surviving Company shall, and Parent shall cause the Surviving Company to, continue Corporation will use its best efforts to maintain in effect for a period of at least six (6) years from and after the Effective Time the obtain D&O Insurance in place an amount and scope as great as can be obtained for the remainder of such period for a premium not in excess (on an annualized basis) of 175% 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 Company shall, and Parent shall cause the Surviving Company 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 the Company expend, or Parent or the Surviving Company be required to expend for such policies, an annual amount in excess of three hundred percent (300%) of the annual premiums currently paid by the Company for such insurance; and, provided, further that if the premium for such insurance coverage exceeds such amount, the Surviving Company shall obtain a policy with the greatest coverage available for a cost not exceeding such amountCurrent Premium. (cd) If Parent SBC or any of its successors or assigns (i) shall consolidate with or merge into any other corporation or entity and shall not be the continuing or surviving corporation or entity of such consolidation or merger or (ii) shall transfer all or substantially all of its properties and assets to any individual, corporation or other entity, then and in each such case case, proper provisions shall be made so that the successors and assigns of Parent SBC shall assume all of the obligations of Parent set forth in this Section 6.12Section. (de) The provisions of this Section 6.12 are intended to be for the benefit of, and shall be enforceable by, each of the Indemnified Parties, their heirs and their representatives. The rights of each Indemnified Party under this Section 6.12 shall be in addition to any rights such individual may have under Ohio Law, any applicable indemnification agreement to which such Person is a party, the Company Articles of Incorporation or the Company Code of Regulations. (e) Neither of Parent or the Surviving Company shall settle, compromise or consent to the entry of any judgment in any threatened or actual Proceeding for which indemnification could be sought by an Indemnified Party hereunder, unless such settlement, compromise or consent includes an unconditional release of such Indemnified Party from all liability arising out of such Proceeding or such Indemnified Party otherwise consents in writing (such consent not to be unreasonably withheld or delayed) to such settlement, compromise or consent. (f) Nothing in this Agreement is intended to, shall be construed to or shall release, waive or impair any rights to directors’ and officers’ insurance claims under any policy that is or has been in existence with respect to the Company or any of its Subsidiaries for any of their respective directors, officers or other employees, it being understood and agreed that the indemnification provided for in this Section 6.12 is not prior to or in substitution for any such claims under such policies.

Indemnification; Directors’ and Officers’ Insurance. (a) From and after the Effective Time, each of Parent shall, and shall cause the Surviving Company to, Corporation agrees that it will indemnify and hold harmless each present and former director and officer of the Company or any of its Subsidiaries (in each case, when acting in such capacity), determined as of the Effective Time (the “Indemnified Parties”), against any costs or expenses (including reasonable and documented attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative (including with respect to investigative, arising out of matters existing or occurring at or prior to the Effective Time (including this Agreement and the transactions and actions contemplated hereby)), arising out of the fact that such Indemnified Party is or was a director, officer, employee or agent of the Company, or is or was serving at the request of the Company as a director, officer, employee or agent of another Person prior to the Effective Time, in each case, whether asserted or claimed prior to, at or after the Effective Time, to the fullest extent that the Company would have been permitted under Ohio Law, any applicable indemnification agreement to which such Person is a party, the Company Articles Texas Law and its Certificate of Incorporation Formation or Company Code of Regulations By-Laws in effect on the date of this Agreement to indemnify such Person (and Parent and or the Surviving Company Corporation shall also advance expenses as incurred to the fullest extent permitted under applicable Law; provided that the Person to whom expenses are advanced shall provide provides an undertaking to repay such advances if it is ultimately determined that such Person is not entitled to indemnification). Parent ; and provided, further, that any determination required to be made with respect to whether an officer’s or director’s conduct complies with the standards set forth under Texas Law and the Company’s Certificate of Formation and By-Laws shall ensure that the organizational documents of be made by independent counsel selected by the Surviving Company shallCorporation. (b) Any Indemnified Party wishing to claim indemnification under paragraph (a) of this Section 6.10, for a period upon learning of six any such claim, action, suit, proceeding or investigation, shall promptly notify Parent thereof, but the failure to so notify shall not relieve Parent or the Surviving Corporation 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 (6) years from and whether arising before or after the Effective Time), contain provisions no less favorable (i) Parent or 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 respect the defense thereof, except that if Parent or the Surviving Corporation elects not to indemnificationassume 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, advancement the Indemnified Parties may retain counsel satisfactory to them, and Parent or the Surviving Corporation shall pay all reasonable fees and expenses of expenses such counsel for the Indemnified Parties promptly as statements therefor are received; provided, however, that Parent and exculpation of present and former directors, officers, employees and agents of the Company and its Subsidiaries than are presently set forth in the Company Articles of Incorporation and Company Code of Regulations. Any right of indemnification of an Indemnified Party Surviving Corporation shall be obligated pursuant to this Section 6.12 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 amendedliable for any settlement effected without their prior written consent; and provided, repealed or otherwise modified at further, that Parent and the Surviving Corporation shall not have any time in obligation hereunder to any Indemnified Party if and when a manner court of competent jurisdiction shall ultimately determine, and such determination shall have become final, that would adversely affect the rights indemnification of such Indemnified Party as provided hereinin the manner contemplated hereby is prohibited by applicable Law. (bc) Prior to the Effective Time, the Company shall and, if the Company is unable to, Parent shall cause the Surviving Company Corporation as of the Effective Time to, 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 from an insurance carrier with the same or better credit rating as the Company’s current insurance carrier with respect to directors’ and officers’ liability insurance and fiduciary liability insurance (collectively, “D&O Insurance”) with 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 or the transactions or actions contemplated hereby); provided, however however, that in no event shall the Company expend for such policies an annual a premium amount in excess of three hundred percent (300%) of the annual premiums currently paid by amount set forth in the Company for such insuranceDisclosure Letter. If the Company and the Surviving Corporation for any reason fails fail to obtain such “tail” insurance policies as of the Effective Time, the Surviving Company Corporation shall, and Parent shall cause the Surviving Company Corporation to, continue to maintain in effect for a period of at least six (6) years from and after the Effective Time the D&O Insurance in place as of the date of this Agreement with 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 Company Corporation shall, and Parent shall cause the Surviving Company Corporation to, use reasonable best efforts to purchase comparable D&O Insurance for such six-year six (6)-year period with benefits and levels of coverage at least as favorable as provided in the Company’s existing policies as of the date of this Agreement; provided, however however, that in no event shall the Company expend, or Parent or the Surviving Company Corporation be required to expend for such policies, an annual policies a total premium amount in excess of three hundred percent (300%) 200% of the annual premiums currently paid by the Company for such insurance; and, provided, provided further that if the premium for total premiums of such insurance coverage exceeds exceed such amount, the Surviving Company Corporation shall obtain a policy with the greatest coverage available for a cost not exceeding such amount. (cd) If Parent or the Surviving Corporation or any of its their respective successors or assigns (i) shall consolidate with or merge into any other corporation or entity and shall not be the continuing or surviving corporation or entity of such consolidation or merger or (ii) shall transfer all or substantially all of its properties and assets to any individual, corporation or other entity, then then, and in each such case case, proper provisions shall be made so that the successors and assigns of Parent or the Surviving Corporation shall assume all of the obligations of Parent set forth in this Section 6.126.10. (de) The provisions of this Section 6.12 6.10 are intended to be for the benefit of, and shall be enforceable by, each of the Indemnified Parties, their heirs and their representatives. . (f) The rights of each the Indemnified Party Parties under this Section 6.12 6.10 shall be in addition to any rights such individual Indemnified Parties may have under Ohio Law, any applicable indemnification agreement to which such Person is a party, the Company Articles Certificate of Incorporation Formation or the Company Code By-Laws of Regulations. (e) Neither of Parent or the Surviving Company shall settle, compromise or consent to the entry of any judgment in any threatened or actual Proceeding for which indemnification could be sought by an Indemnified Party hereunder, unless such settlement, compromise or consent includes an unconditional release of such Indemnified Party from all liability arising out of such Proceeding or such Indemnified Party otherwise consents in writing (such consent not to be unreasonably withheld or delayed) to such settlement, compromise or consent. (f) Nothing in this Agreement is intended to, shall be construed to or shall release, waive or impair any rights to directors’ and officers’ insurance claims under any policy that is or has been in existence with respect to the Company or any of its Subsidiaries for Subsidiaries, or under any of their respective directors, officers applicable contracts or other employees, it being understood and agreed that the indemnification provided for in this Section 6.12 is not prior to or in substitution for any such claims under such policiesLaws.

Indemnification; Directors’ and Officers’ Insurance. (a) From and after the Effective Time, Parent shall, and shall cause the Surviving Company towill, jointly and severally, indemnify and hold harmless harmless, and provide advancement of expenses to, each present and former director and officer of the Company determined as of the Effective Time (the “Indemnified Parties”), Party against any costs or expenses (including reasonable and documented attorneys’ attorney’s fees), judgments, fines, losses, claims, damages or liabilities incurred in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative investigative, arising out of or pertaining to their capacities as directors or officers of the Company or any of its Subsidiaries or as fiduciaries under Company Compensation and Benefit Plans (including with respect to matters existing or occurring trusts thereunder) at or prior to the Effective Time (including for acts or omissions occurring in connection with the approval of this Agreement and the consummation of the transactions and actions contemplated hereby)), arising out of the fact that such Indemnified Party is or was a director, officer, employee or agent of the Company, or is or was serving at the request of the Company as a director, officer, employee or agent of another Person prior to the Effective Time, in each case, whether asserted or claimed prior to, at or after the Effective Time, (i) to the fullest same extent that these individuals are indemnified or have the right to advancement of expenses as of the date of this Agreement by the Company would have been permitted under Ohio Lawpursuant to its Charter and By-Laws and indemnification agreements, any applicable indemnification agreement to which such Person is a partyif any, the Company Articles of Incorporation or Company Code of Regulations in effect existence on the date of this Agreement with, or for the benefit of, any of these individuals and (ii) without regard to indemnify such Person the limitations in clause (i) above, to the fullest extent permitted by Law. (b) Any Indemnified Party wishing to claim indemnification under Section 7.12(a), upon learning of any claim, action, suit, proceeding or investigation, will promptly notify Parent and the Surviving Company, but the failure to so notify shall not relieve Parent and the Surviving Company shall also advance expenses of any liability they may have to such Indemnified Party if such failure does not materially prejudice Parent or the Surviving Company, as incurred to the fullest extent permitted under applicable Law; provided that case may be. In the Person to whom expenses are advanced shall provide an undertaking to repay such advances if it is ultimately determined that such Person is not entitled to indemnificationevent of any claim, action, suit, proceeding or investigation (whether arising before or after the Effective Time). Parent shall ensure that the organizational documents of , (i) the Surviving Company shallwill have the right to assume the defense and the Surviving Company will not be liable to the Indemnified Parties for any legal expenses of other counsel or any other expenses subsequently incurred by the Indemnified Parties in connection with the defense, except that, if the Surviving Company elects not to assume the defense or counsel for the Indemnified Parties advises that there are issues which raise conflicts of interest between the Surviving Company and the Indemnified Parties, the Indemnified Parties may retain counsel satisfactory to them, and the Surviving Company will pay all reasonable fees and expenses of this counsel for the Indemnified Parties promptly; provided, however, that the Surviving Company will be obligated pursuant to this Section 7.12(b) to pay for only one firm of counsel for all Indemnified Parties in any matter in any jurisdiction (unless there is a conflict of interest as provided above), (ii) the Indemnified Parties will cooperate in the defense of any matter and (iii) the Surviving Company will not be liable for any settlement effected without its prior written consent. (c) Parent will cause the Surviving Company to, and the Surviving Company will, for a period of six (6) years from and after the Effective Time, contain provisions no less favorable maintain D&O Insurance with respect to indemnification, advancement of expenses coverage in amount and exculpation of present and former directors, officers, employees and agents of the Company and its Subsidiaries than are presently set forth in the Company Articles of Incorporation and Company Code of Regulations. Any right of indemnification of an Indemnified Party pursuant to this Section 6.12 shall not be amended, repealed or otherwise modified at any time in a manner that would adversely affect the rights of such Indemnified Party as provided herein. (b) Prior to the Effective Time, the Company shall and, if the Company is unable to, Parent shall cause the Surviving Company as of the Effective Time 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 from an insurance carrier with the same or better credit rating as the Company’s current insurance carrier with respect to directors’ and officers’ liability insurance and fiduciary liability insurance (collectively, “D&O Insurance”) with benefits and levels of coverage scope 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 or the transactions or actions contemplated hereby); provided, however that in no event shall the Company expend for such policies an annual premium amount in excess of three hundred percent (300%) of the annual premiums currently paid by the Company for such insurance. If the Company for any reason fails to obtain such “tail” insurance policies as of the Effective Time, the Surviving Company shall, and Parent shall cause the Surviving Company to, continue to maintain in effect for a period of at least six (6) years from and after the Effective Time the D&O Insurance in place as of the date of this Agreement with 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 Company shall, and Parent shall cause the Surviving Company 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 effect as of the date of this Agreement; providedprovided that if the D&O Insurance to be maintained during the six-year period expires, however that in no event shall the Company expendis terminated or cancelled, or Parent or if the Surviving Company be required annual premium therefor is increased to expend for such policies, an annual amount in excess of three hundred percent (300%) % of the last annual premiums currently premium paid by the Company for such insurance; andits D&O Insurance in effect as of the date of this Agreement as disclosed in Section 7.12(c) of the Company Disclosure Letter (this amount, provided, further that if the premium for such insurance coverage exceeds such amount“Current Premium”), the Surviving Company shall will use its reasonable best efforts to obtain a policy with D&O Insurance in an amount and scope as great as can be obtained for the greatest coverage available remainder of such period for a cost premium not exceeding such amountin excess (on an annualized basis) of 300% of the Current Premium; and provided, further, that in lieu of this coverage, Parent may substitute a prepaid “tail” policy for this coverage, which it may cause the Company to obtain prior to the Closing. (cd) If Parent or any of its successors or assigns (i) shall consolidate consolidates with or merge merges into any other corporation or entity and shall is not be the continuing or surviving corporation company or entity of such the consolidation or merger or (ii) shall transfer transfers all or substantially all of its properties and assets to any individual, corporation or other entityPerson, then and in each such case case, proper provisions shall will be made so that the successors and assigns of Parent shall assume all of the obligations of Parent set forth in this Section 6.127.12. (de) The provisions of this Section 6.12 7.12 are intended to be for the benefit of, and shall will be enforceable by, each of the Indemnified Parties, their heirs and their representatives. The rights of each Indemnified Party under this Section 6.12 shall be in addition to any rights such individual may have under Ohio Law, any applicable indemnification agreement to which such Person is a party, the Company Articles of Incorporation or the Company Code of Regulations. (e) Neither of Parent or the Surviving Company shall settle, compromise or consent to the entry of any judgment in any threatened or actual Proceeding for which indemnification could be sought by an Indemnified Party hereunder, unless such settlement, compromise or consent includes an unconditional release of such Indemnified Party from all liability arising out of such Proceeding or such Indemnified Party otherwise consents in writing (such consent not to be unreasonably withheld or delayed) to such settlement, compromise or consent. (f) Nothing in this Agreement is intended to, shall be construed to or shall release, waive or impair any rights to directors’ and officers’ insurance claims under any policy that is or has been in existence with respect to the Company or any of its Subsidiaries for any of their respective directors, officers or other employees, it being understood and agreed that the indemnification provided for in this Section 6.12 is not prior to or in substitution for any such claims under such policies.

Indemnification; Directors’ and Officers’ Insurance. (a) The Certificate shall contain the provisions with respect to indemnification set forth in Article X of the Certificate on the date of this Agreement and shall not be amended, repealed or otherwise modified for a period of six years after the Effective Time. From and after the Effective Time, Parent shallPurchaser agrees that it will, to the fullest extent that the Company would have been permitted under Delaware law (and Purchaser shall cause also advance expenses as incurred to the Surviving Company tofullest extent permitted under applicable law), the Certificate in effect on the date hereof to indemnify such person, indemnify and hold harmless the individual named in Schedule 7.9 (the "Individual") and each present and former director and officer of the Company Company, determined as of the Effective Time (collectively with the “Individual, the "Indemnified Parties”"), against any costs or expenses (including reasonable and documented 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, (b) Any Indemnified Party wishing to claim indemnification under paragraph (a) of this Section 7.9, administrative upon receiving written notification of any such claim, action, suit, proceeding or investigative (including with respect investigation, shall promptly notify Purchaser thereof, but failure to matters existing or occurring at or prior so notify will not relieve Purchaser of liability except to the Effective Time extent Purchaser is materially adversely affected thereby. In the event of any such claim, action, suit, proceeding or investigation (including this Agreement and the transactions and actions contemplated hereby)), whether arising out of the fact that such Indemnified Party is or was a director, officer, employee or agent of the Company, or is or was serving at the request of the Company as a director, officer, employee or agent of another Person prior to the Effective Time, in each case, whether asserted or claimed prior to, at before or after the Effective Time), (i) Purchaser or the Surviving Corporation shall have the right, within a reasonable time following the notification of Purchaser by the Indemnified Person of such claim, action, suit, proceeding or investigation (but in any event within 30 days following such notification) to assume the fullest extent defense thereof and Purchaser 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 Purchaser or the Company would Surviving Corporation elects not to assume such defense or counsel for the Indemnified Parties advises that, in such counsel's reasonable judgment, there are issues that constitute conflicts of interest between Purchaser or the Surviving Corporation and the Indemnified Parties, or the Indemnified Parties have been permitted under Ohio Law, any applicable indemnification agreement substantial defenses available to which such Person is a partythem that are not available to Purchaser, the Company Articles of Incorporation Indemnified Parties may retain counsel satisfactory to them, and Purchaser or Company Code of Regulations in effect on the date of this Agreement to indemnify such Person (and Parent and the Surviving Company Corporation shall also advance pay all reasonable fees and expenses of such counsel for the Indemnified Parties promptly as incurred to the fullest extent permitted under applicable Lawstatements therefor are received; provided provided, however, that the Person to whom expenses are advanced Purchaser shall provide an undertaking to repay such advances if it is ultimately determined that such Person is not entitled to indemnification). Parent shall ensure that the organizational documents of the Surviving Company shall, for a period of six (6) years from and after the Effective Time, contain provisions no less favorable with respect to indemnification, advancement of expenses and exculpation of present and former directors, officers, employees and agents of the Company and its Subsidiaries than are presently set forth in the Company Articles of Incorporation and Company Code of Regulations. Any right of indemnification of an Indemnified Party be obligated pursuant to this Section 6.12 paragraph (b) to pay for only one firm of counsel for all Indemnified Parties in any jurisdiction, (ii) the Indemnified Parties -41- 42 will cooperate in the defense of any such matter and (iii) Purchaser shall not be amendedliable for any settlement effected without its prior written consent; and provided further that Purchaser shall not have any obligation hereunder to any Indemnified Party when and if a court of competent jurisdiction shall ultimately determine, repealed or otherwise modified at any time in a manner and such determination shall have become final and nonappealable, that would adversely affect the rights indemnification of such Indemnified Party as provided hereinin the manner contemplated hereby is prohibited by applicable law. (bc) Prior to the Effective Time, the Company shall and, if the Company is unable to, Parent Purchaser shall cause the Surviving Company as of to purchase tail insurance coverage extending the Effective Time to, obtain Company's existing officers' and fully pay directors' liability insurance for “tail” insurance policies with a claims period of at least six (6) 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 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 Company’s existing policies with respect to matters existing or occurring at or prior to the Effective Time (including in connection with this Agreement or the transactions or actions contemplated hereby); provided, however that in no event shall the Company expend for such policies an annual premium amount in excess of three hundred percent (300%) of the annual premiums currently paid by the Company for such insurance. If the Company for any reason fails to obtain such “tail” insurance policies as of the Effective Time, the Surviving Company shall, and Parent shall cause the Surviving Company to, continue to maintain in effect for a period of at least six (6) years from and after the Effective Time the D&O Insurance in place as of the date of this Agreement with benefits and levels of coverage at least as favorable as provided premium not to exceed $250,000 in the Company’s existing policies as of the date of this Agreement, or the Surviving Company shall, and Parent shall cause the Surviving Company 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 the Company expend, or Parent or the Surviving Company be required to expend for such policies, an annual amount in excess of three hundred percent (300%) of the annual premiums currently paid by the Company for such insurance; and, provided, further that if the premium for such insurance coverage exceeds such amount, the Surviving Company shall obtain a policy with the greatest coverage available for a cost not exceeding such amountaggregate. (c) If Parent or any of its successors or assigns (i) shall consolidate with or merge into any other corporation or entity and shall not be the continuing or surviving corporation or entity of such consolidation or merger or (ii) shall transfer all or substantially all of its properties and assets to any individual, corporation or other entity, then and in each such case proper provisions shall be made so that the successors and assigns of Parent shall assume all of the obligations of Parent set forth in this Section 6.12. (d) The provisions of this Section 6.12 are intended to be for the benefit of, and shall be enforceable by, each of the Indemnified Parties, their heirs and their representatives. The rights of each Indemnified Party under this Section 6.12 shall be in addition to any rights such individual may have under Ohio Law, any applicable indemnification agreement to which such Person is a party, the Company Articles of Incorporation or the Company Code of Regulations. (e) Neither of Parent or the Surviving Company shall settle, compromise or consent to the entry of any judgment in any threatened or actual Proceeding for which indemnification could be sought by an Indemnified Party hereunder, unless such settlement, compromise or consent includes an unconditional release of such Indemnified Party from all liability arising out of such Proceeding or such Indemnified Party otherwise consents in writing (such consent not to be unreasonably withheld or delayed) to such settlement, compromise or consent. (f) Nothing in this Agreement is intended to, shall be construed to or shall release, waive or impair any rights to directors’ and officers’ insurance claims under any policy that is or has been in existence with respect to the Company or any of its Subsidiaries for any of their respective directors, officers or other employees, it being understood and agreed that the indemnification provided for in this Section 6.12 is not prior to or in substitution for any such claims under such policies.

Indemnification; Directors’ and Officers’ Insurance. (a) From and after the Effective Time, each of Parent shall, and shall cause the Surviving Company to, Corporation agrees that it will indemnify and hold harmless each present and former director and officer of the Company determined as or any of the Effective Time its Subsidiaries (in each case, when acting in such capacity) (the “Indemnified Parties”), against any costs or expenses (including reasonable and documented attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred in connection with any threatened or actual claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative (including with respect to investigative, arising out of matters existing or occurring at or prior to the Effective Time (including this Agreement and the transactions and actions contemplated hereby)), arising out of the fact that such Indemnified Party is or was a director, officer, employee or agent of the Company, or is or was serving at the request of the Company as a director, officer, employee or agent of another Person prior to the Effective Time, in each case, whether asserted or claimed prior to, at or after the Effective Time, to the fullest extent that the Company would have been permitted under Ohio Law, any applicable indemnification agreement to which such Person is a party, the Company Articles DGCL and its certificate of Incorporation incorporation or Company Code of Regulations by-laws as in effect on the date of this Agreement to indemnify such Person (and each of Parent and the Surviving Company Corporation shall also advance expenses as incurred to the fullest extent permitted under applicable Law; provided ,that the Person to whom expenses are advanced shall provide provides an undertaking to repay such advances if it is ultimately determined that such Person is not entitled to indemnification. (b) Any Indemnified Party wishing to claim indemnification under Section 5.13(a). , upon learning of any such claim, action, suit, proceeding or investigation, shall promptly notify Parent thereof, but the failure to so notify shall ensure that the organizational documents of not relieve Parent or the Surviving Company shallCorporation of any liability it may have to such Indemnified Party except to the extent such failure materially prejudices Parent or the Surviving Corporation. In the event of any such claim, for a period of six action, suit, proceeding or investigation (6) years from and whether arising before or after the Effective Time), contain provisions no less favorable (i) Parent and the Surviving Corporation shall have the right to assume the defense thereof and neither Parent nor the Surviving Corporation shall be liable to such Indemnified Parties for any fees and expenses of other counsel or any other expenses incurred by such Indemnified Parties in connection with respect the defense thereof, except that if Parent and the Surviving Corporation elect not to indemnificationassume such defense or counsel for the Indemnified Parties advises that there are issues which present conflicts of interest between Parent and the Surviving Corporation, advancement on the one hand, and the Indemnified Parties, on the other, the Indemnified Parties may retain counsel satisfactory to them, and Parent and the Surviving Corporation shall pay all reasonable fees and expenses of expenses such counsel for the Indemnified Parties promptly as statements therefor are received; provided that Parent and exculpation of present and former directors, officers, employees and agents of the Company and its Subsidiaries than are presently set forth in the Company Articles of Incorporation and Company Code of Regulations. Any right of indemnification of an Indemnified Party Surviving Corporation shall be obligated pursuant to this Section 6.12 5.13(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 with the Surviving Corporation in the defense of any such matter, and (iii) neither Parent nor the Surviving Corporation shall be liable for any settlement effected without their prior written consent, which shall not be amendedunreasonably withheld; and provided, repealed or otherwise modified at further, that neither Parent nor the Surviving Corporation shall have any time in obligation hereunder to any Indemnified Party if a manner court of competent jurisdiction shall determine, and such determination shall have become final, that would adversely affect the rights indemnification of such Indemnified Party as provided hereinin the manner contemplated hereby is prohibited by applicable Law. (bc) Prior to the Effective Time, the Company shall and, if the Company is unable to, Parent shall cause the Surviving Company Corporation as of the Effective Time to, 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 from an one or more insurance carrier carriers with the same or better credit rating as the Company’s current insurance carrier with respect to directors’ and officers’ liability insurance and fiduciary liability insurance (collectively, “D&O Insurance”) with 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 or the transactions or actions contemplated hereby); provided, however however, that in no event shall the Company expend for such policies in an annual premium amount in excess of three hundred percent (300%) % of the annual premiums currently paid by the Company for such insurance. If the Company and the Surviving Corporation for any reason fails fail to obtain such “tail” insurance policies as of the Effective Time, the Surviving Company Corporation shall, and Parent shall cause the Surviving Company Corporation to, continue to maintain in effect for a period of at least six (6) years from and after the Effective Time the D&O Insurance in place as of the date of this Agreement with 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 Company Corporation shall, and Parent shall cause the Surviving Company 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 of this Agreement; provided, however however, that in no event shall the Company expend, or Parent or the Surviving Company Corporation be required to expend for such policies, policies an annual premium amount in excess of three hundred percent (300%) % of the annual premiums premium currently paid by the Company for such insurance; and, and provided, further further, that if the annual premium for of such insurance coverage exceeds exceed such amount, the Surviving Company Corporation shall obtain a policy with the greatest coverage available for a cost not exceeding such amount. (cd) Parent agrees to cause the Surviving Corporation to fulfill its obligations set forth in this Section 5.13. If Parent or the Surviving Corporation or any of its their respective successors or assigns (i) shall consolidate with or merge into any other corporation or entity and shall not be the continuing or surviving corporation or entity of such consolidation or merger or (ii) shall transfer all or substantially all of its properties and assets to any individual, corporation or other entity, then then, and in each such case case, proper provisions shall be made so that the successors and assigns of Parent or the Surviving Corporation shall assume all of the obligations of Parent set forth in this Section 6.125.13. (de) The provisions of this Section 6.12 5.13 are intended to be for the benefit of, and shall be enforceable by, each of the Indemnified Parties, their heirs and their representatives. . (f) The rights of each the Indemnified Party Parties under this Section 6.12 5.13 shall be in addition to any rights such individual Indemnified Parties may have under Ohio Law, any applicable indemnification agreement to which such Person is a party, the Company Articles certificate of Incorporation incorporation or the Company Code by-laws of Regulations. (e) Neither of Parent or the Surviving Company shall settle, compromise or consent to the entry of any judgment in any threatened or actual Proceeding for which indemnification could be sought by an Indemnified Party hereunder, unless such settlement, compromise or consent includes an unconditional release of such Indemnified Party from all liability arising out of such Proceeding or such Indemnified Party otherwise consents in writing (such consent not to be unreasonably withheld or delayed) to such settlement, compromise or consent. (f) Nothing in this Agreement is intended to, shall be construed to or shall release, waive or impair any rights to directors’ and officers’ insurance claims under any policy that is or has been in existence with respect to the Company or any of its Subsidiaries for Subsidiaries, or under any of their respective directors, officers applicable Contracts or other employees, it being understood and agreed that the indemnification provided for in this Section 6.12 is not prior to or in substitution for any such claims under such policiesLaws.

Indemnification; Directors’ and Officers’ Insurance. (a) From Parent agrees that from and after the Effective Time, Parent shall, and shall cause the Surviving Company to, Corporation will indemnify and hold harmless each present and former director and officer of the Company determined as of the Effective Time (each, an “Indemnified Party” and, collectively, the “Indemnified Parties”), ) against any all costs or expenses (including reasonable and documented attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative (including with respect to matters existing investigative, arising out of actions or omissions occurring at or prior to the Effective Time (including this Agreement and including, without limitation, the transactions and actions contemplated herebyby this Agreement) (each a “Claim”)), arising out of the fact that such Indemnified Party is or was a director, officer, employee or agent of the Company, or is or was serving at the request of the Company as a director, officer, employee or agent of another Person prior to the Effective Time, in each case, whether asserted or claimed prior to, at or after the Effective Time, to the fullest extent that the Company would have been permitted under Ohio Law, any applicable indemnification agreement to which such Person is a party, the Company Articles of Incorporation or Company Code of Regulations in effect on the date of this Agreement to indemnify such Person Law (and Parent and or the Surviving Company Corporation shall also advance expenses as incurred to the fullest extent permitted under applicable Law; provided that provided, however, the Person to whom expenses are advanced shall provide provides an undertaking to repay such advances if it is ultimately determined that such Person is not entitled to indemnification). Further, the Surviving Corporation shall assume, perform and observe the obligations of the Company under any agreements in effect as of 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 at or prior to the Effective Time in their capacity as officers or directors. (b) Any Indemnified Party wishing to claim indemnification under paragraph (a) of this Section 5.11, 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 ensure not relieve Parent or the Surviving Corporation of any liability it may have to such Indemnified Party if such failure does not materially prejudice Parent or the Surviving Corporation. 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 Parent and the Surviving Corporation 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; provided, however, that none of Parent or the Surviving Corporation shall settle, compromise or consent to the entry of any judgment in any Claim for which indemnification 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 Claim or such Indemnified Party otherwise consents in writing to such settlement, compromise or consent, (ii) the Indemnified Party 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 its prior written consent; provided, however, 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, that the organizational documents indemnification of such Indemnified Party in the Surviving Company shall, for manner contemplated hereby is prohibited by applicable Law. (c) For a period of six (6) years from and after the Effective Time, contain provisions no less favorable the Surviving Corporation shall 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 indemnificationclaims against such directors and officers arising from facts or events which occurred at or before the Effective Time, advancement of expenses which D&O Insurance shall contain at least the same coverage and exculpation of present amounts, and former contain terms and conditions no less advantageous to such officers and directors, officersas that coverage currently provided by the Company; provided, employees however, that in no event shall the Surviving Corporation be required to expend in the aggregate for such six (6)-year period more than 300% of the current amount expended on an annual basis by the Company to maintain or procure such D&O Insurance; provided, further, that if the Surviving Corporation is unable to maintain or obtain the D&O Insurance called for by this Section 5.11, the Surviving Corporation shall obtain as much comparable insurance as is available at a cost in the aggregate for such six (6)-year period up to 300% of the current annual premium; provided, further, that officers and agents directors of the Company may be required to make application and its Subsidiaries than are presently set forth in provide customary representations and warranties to the Surviving Corporation’s insurance carrier for the purpose of obtaining such D&O Insurance. In lieu of the foregoing, Parent shall or, with the prior written consent of Parent, the Company Articles of Incorporation and Company Code of Regulations. Any right of indemnification of an Indemnified Party pursuant to this Section 6.12 shall not be amendedmay, repealed purchase, at or otherwise modified at any time in a manner that would adversely affect the rights of such Indemnified Party as provided herein. (b) Prior prior to the Effective Time, the Company shall and, if the Company is unable to, Parent shall cause the Surviving Company as of the Effective Time to, obtain and fully pay for a six-year prepaid “tail” insurance policies with a claims period of at least six (6) years from policy on terms and after the Effective Time from an insurance carrier with the same or better credit rating conditions providing substantially equivalent benefits as the Company’s current insurance carrier with respect to policies of the directors’ and officers’ liability insurance and fiduciary liability insurance (collectively, “D&O Insurance”) with benefits maintained by the Company and levels of coverage at least as favorable as the Company’s existing policies its Subsidiaries with respect to matters existing or occurring arising at or prior to the Effective Time (including in connection with this Agreement or Time, covering without limitation the Merger and the other transactions or actions contemplated hereby); provided, however that in no event shall at an aggregate cost up to but not exceeding 300% of the Company expend for such policies an current annual premium amount in excess of three hundred percent (300%) of the annual premiums currently paid by the Company for such insurance. If the Company for any reason fails to obtain such prepaid “tail” insurance policies as of policy has been obtained prior to the Effective Time, the Surviving Company shall, and Parent shall cause such policy to be maintained in full force and effect, for its full term, and cause all obligations thereunder to be honored by the Surviving Company to, continue to maintain in effect for a period of at least six (6) years from and after the Effective Time the D&O Insurance in place as of the date of this Agreement with 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 Company shallCorporation, and Parent no other party shall cause the Surviving Company to, have any further obligation to purchase comparable D&O Insurance or pay 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 insurance pursuant to this Agreement; provided, however that in no event shall the Company expend, or Parent or the Surviving Company be required to expend for such policies, an annual amount in excess of three hundred percent (300%) of the annual premiums currently paid by the Company for such insurance; and, provided, further that if the premium for such insurance coverage exceeds such amount, the Surviving Company shall obtain a policy with the greatest coverage available for a cost not exceeding such amountSection 5.11(c). (cd) If Parent the Surviving Corporation or any of its successors or assigns shall (i) shall consolidate with or merge into any other corporation or entity and shall not be the continuing or surviving corporation or entity of such consolidation or merger or (ii) shall transfer all or substantially all of its properties and assets to any individualother Person, corporation or other entitythen, then and in each such case case, proper provisions provision shall be made so that the successors and assigns of Parent the Surviving Corporation shall assume all of the obligations of Parent set forth in this Section 6.125.11. (d) The provisions of this Section 6.12 are intended to be for the benefit of, and shall be enforceable by, each of the Indemnified Parties, their heirs and their representatives. The rights of each Indemnified Party under this Section 6.12 shall be in addition to any rights such individual may have under Ohio Law, any applicable indemnification agreement to which such Person is a party, the Company Articles of Incorporation or the Company Code of Regulations. (e) Neither of Parent or the Surviving Company shall settle, compromise or consent to the entry of any judgment in any threatened or actual Proceeding for which indemnification could be sought by an Indemnified Party hereunder, unless such settlement, compromise or consent includes an unconditional release of such Indemnified Party from all liability arising out of such Proceeding or such Indemnified Party otherwise consents in writing (such consent not to be unreasonably withheld or delayed) to such settlement, compromise or consent. (f) Nothing in this Agreement is intended to, shall be construed to or shall release, waive or impair any rights to directors’ and officers’ insurance claims under any policy that is or has been in existence with respect to the Company or any of its Subsidiaries for any of their respective directors, officers or other employees, it being understood and agreed that the indemnification provided for in this Section 6.12 is not prior to or in substitution for any such claims under such policies.

Indemnification; Directors’ and Officers’ Insurance. (a) From and after the Effective Time, Parent shall, and shall cause the Surviving Company to, agrees that it will indemnify and hold harmless each present and former director and officer of the Company Company, (when acting in such capacity) determined as of the Effective Time (each, an "Indemnified Party" and, collectively, the “"Indemnified Parties”"), against any costs or expenses (including reasonable and documented 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 (including with respect to investigative, arising out of matters existing or occurring at or prior to the Effective Time (including this Agreement and the transactions and actions contemplated hereby)), arising out of the fact that such Indemnified Party is or was a director, officer, employee or agent of the Company, or is or was serving at the request of the Company as a director, officer, employee or agent of another Person prior to the Effective Time, in each case, whether asserted or claimed prior to, at or after the Effective Time, Time to the fullest extent that the Company would have been was permitted under Ohio Law, any applicable indemnification agreement to which such Person is a party, the Company Articles of Incorporation or Company Code of Regulations Delaware Law and its Governing Documents in effect on the date of this Agreement hereof to indemnify such Person (and Parent and the Surviving Company shall also advance expenses as incurred to the fullest extent permitted under applicable Law; Law provided that the Person to whom expenses are advanced shall provide provides a written affirmation of his or her good faith belief that the standard of conduct necessary for indemnification has been met and an undertaking to repay such advances if it is ultimately determined that such Person is not entitled to indemnification). (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 Surviving Corporation and 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 the indemnifying party. 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 neither Parent or Surviving Corporation shall be liable to such Indemnified Parties for any legal expenses of other counsel or any other expenses subsequently incurred by such Indemnified Parties in connection with the defense thereof, except that if Parent or the Surviving Corporation elects not to assume such defense, or if counsel for the Indemnified Parties advises that there are issues that raise conflicts of interest between Parent or the Surviving Corporation and the Indemnified Parties, the Indemnified Parties may retain counsel satisfactory to them, and Parent shall ensure pay all reasonable fees and expenses of such counsel for the Indemnified Parties promptly as statements therefor are received; provided, however, that Parent and 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, (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; and provided, further, 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 organizational documents indemnification of such Indemnified Party in the manner contemplated hereby is prohibited by applicable Law. (c) The Surviving Company shall, Corporation shall continue to maintain the Company's existing officers' and directors' liability insurance ("D&O Insurance") or D&O Insurance that is substantially comparable to the Company's existing D&O Insurance for a period of six (6) years from and after the Effective Time, contain provisions no less favorable with respect to indemnification, advancement of expenses and exculpation of present and former directors, officers, employees and agents of the Company and its Subsidiaries than are presently set forth in the Company Articles of Incorporation and Company Code of Regulations. Any right of indemnification of an Indemnified Party pursuant to this Section 6.12 shall not be amended, repealed or otherwise modified at any time in a manner that would adversely affect the rights of such Indemnified Party as provided herein. (b) Prior to the Effective Time, the Company shall and, if the Company is unable to, Parent shall cause the Surviving Company as of the Effective Time 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 from an insurance carrier with the same or better credit rating so long 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 annual premium therefor is not in excess of coverage at least as favorable as 200% of the Company’s existing policies with respect to matters existing or occurring at or last annual premium paid prior to the Effective Time date hereof (including in connection with this Agreement or such last annual premium being hereinafter referred to as the transactions or actions contemplated hereby"Current Premium"); provided, however however, that in no event shall if the Company expend for such policies an annual premium amount in excess of three hundred percent (300%) of the annual premiums currently paid by the Company for such insurance. If the Company for any reason fails to obtain such “tail” insurance policies as of the Effective Time, the Surviving Company shall, and Parent shall cause the Surviving Company to, continue to maintain in effect for a period of at least six (6) years from and after the Effective Time the existing 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 Company shall, and Parent shall cause the Surviving Company to, purchase substantially comparable D&O Insurance for such cannot be acquired during the 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 the Company expend, or Parent or the Surviving Company be required to expend for such policies, an annual amount not in excess of three hundred percent 200% of the Current Premium, then the Company will obtain as much D&O Insurance as can be obtained for the remainder of such period for a premium not in excess (300%on an annualized basis) of the annual premiums currently paid by the Company for such insurance; and, provided, further that if the premium for such insurance coverage exceeds such amount, the Surviving Company shall obtain a policy with the greatest coverage available for a cost not exceeding such amount. (c) If Parent or any of its successors or assigns (i) shall consolidate with or merge into any other corporation or entity and shall not be the continuing or surviving corporation or entity of such consolidation or merger or (ii) shall transfer all or substantially all of its properties and assets to any individual, corporation or other entity, then and in each such case proper provisions shall be made so that the successors and assigns of Parent shall assume all 200% of the obligations of Parent set forth in this Section 6.12Current Premium. (d) The provisions of this Section 6.12 6.11 are intended to be for the benefit of, and shall be enforceable by, each of the Indemnified Parties, their heirs and their representatives. The rights of each Indemnified Party under this Section 6.12 shall be in addition to any rights such individual may have under Ohio Law, any applicable indemnification agreement to which such Person is a party, the Company Articles of Incorporation or the Company Code of Regulations. (e) Neither of Parent or the Surviving Company shall settle, compromise or consent to the entry of any judgment in any threatened or actual Proceeding for which indemnification could be sought by an Indemnified Party hereunder, unless such settlement, compromise or consent includes an unconditional release of such Indemnified Party from all liability arising out of such Proceeding or such Indemnified Party otherwise consents in writing (such consent not to be unreasonably withheld or delayed) to such settlement, compromise or consent. (f) Nothing in this Agreement is intended to, shall be construed to or shall release, waive or impair any rights to directors’ and officers’ insurance claims under any policy that is or has been in existence with respect to the Company or any of its Subsidiaries for any of their respective directors, officers or other employees, it being understood and agreed that the indemnification provided for in this Section 6.12 is not prior to or in substitution for any such claims under such policies.

Indemnification; Directors’ and Officers’ Insurance. (a) From All rights to indemnification and permitted limitations of liability for monetary damages existing in favor of the present or former directors, officers and employees of the Company or any of its Subsidiaries (other than for indemnification claims for Losses under Article VII of this Agreement) (the “Covered D&O Indemnitees”) as provided in the Company’s certificate of incorporation or bylaws as in effect on the date hereof, or the certificate of incorporation, bylaws or similar constitutive documents of any of the Company’s Subsidiaries as in effect as of the date hereof, or indemnification agreements with each present or former director, officer or employee, with respect to matters occurring prior to the Effective Time (including the transactions contemplated by this Agreement) shall survive the Merger and shall continue in full force and effect (to the extent consistent with applicable Law) indefinitely after the Effective Time, Parent shallwithout material alteration or amendment. After the Effective Time, and Acquiror shall cause the Surviving Company toCorporation to indemnify, indemnify defend and hold harmless each present and former director and officer of the Company determined as of the Effective Time (the “Indemnified Parties”), Covered D&O Indemnitees against any costs or expenses (including reasonable and documented attorneys’ fees), judgments, fines, all losses, claims, damages or liabilities incurred in connection with any claim, action, suit, proceeding arising out of actions or investigation, whether civil, criminal, administrative or investigative (including with respect to matters existing or omissions occurring at or prior to the Effective Time (including this Agreement and the transactions contemplated by this Agreement) to the full extent then permitted under Delaware Law and actions contemplated hereby)), arising out of the fact that such Indemnified Party is or was a director, officer, employee or agent of by the Company, ’s certificate of incorporation or is or was serving at the request of the Company bylaws as a director, officer, employee or agent of another Person prior to the Effective Time, in each case, whether asserted or claimed prior to, at or after the Effective Time, to the fullest extent that the Company would have been permitted under Ohio Law, any applicable indemnification agreement to which such Person is a party, the Company Articles of Incorporation or Company Code of Regulations in effect on the date of this Agreement hereof; provided, that such indemnification shall be subject to indemnify such Person (and Parent and any limitation imposed from time to time under applicable Law. Without limiting the foregoing, Acquiror shall cause the Surviving Company shall also Corporation, to the extent permitted by applicable Law, to periodically advance expenses as incurred with respect to the foregoing to the fullest extent permitted under applicable LawLaw and pursuant to the indemnification agreements in place with each individual; provided provided, that the Person person to whom the expenses are advanced shall provide provides an undertaking to repay such advances if it is ultimately determined that such Person person is not entitled to indemnification). Parent shall ensure that the organizational documents of the Surviving Company shall, for a period of six (6) years from and after the Effective Time, contain provisions no less favorable with respect to indemnification, advancement of expenses and exculpation of present and former directors, officers, employees and agents of the Company and its Subsidiaries than are presently set forth in the Company Articles of Incorporation and Company Code of Regulations. Any right of indemnification of an Indemnified Party pursuant to this Section 6.12 shall not be amended, repealed or otherwise modified at any time in a manner that would adversely affect the rights of such Indemnified Party as provided herein. (b) Prior to the Effective TimeClosing, the Company shall andpurchase, if the Company is unable to, Parent and Acquiror shall cause the Surviving Company as (and its successors, if applicable) following the Closing to maintain, for the benefit of the Effective Time toCovered D&O Indemnitees, obtain and fully pay for “tail” insurance policies with a claims period of at least six (6) 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 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 Company’s existing policies with respect to matters existing or occurring at or prior to the Effective Time (including in connection with this Agreement or the transactions or actions contemplated hereby); provided, however that in no event shall the Company expend for such policies an annual premium amount in excess of three hundred percent (300%) of the annual premiums currently paid by the Company for such insurance. If the Company for any reason fails to obtain such “tail” or “run-off” insurance policies as of the Effective Time, the Surviving Company shall, and Parent shall cause the Surviving Company to, continue to maintain in effect for a period of at least six no less than seven (67) years from and after the Effective Time Closing Date (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 Company shall, and Parent shall cause the Surviving Company 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 the Company expend, or Parent or the Surviving Company be required to expend for such policies, an annual amount in excess of three hundred percent (300%) of the annual premiums currently paid by the Company for such insurance; and, provided, further that if the premium for such insurance coverage exceeds such amount, the Surviving Company shall obtain a policy with the greatest coverage available for a cost not exceeding such amountTail Policy”). (c) If Parent The obligations of Acquiror (or any of its successors or assigns (isuch successor) shall consolidate with or merge into any other corporation or entity and under this Section 5.13 shall not be terminated or modified following the continuing or surviving corporation or entity Effective Time in such a manner as to adversely affect any of the Covered D&O Indemnitees to whom this Section 5.13 applies without the consent of such consolidation or merger or affected indemnitee (ii) shall transfer all or substantially all of its properties and assets to any individual, corporation or other entity, then and in each such case proper provisions shall be made so it being expressly understood that the successors and assigns of Parent shall assume all of the obligations of Parent set forth in this Section 6.12. (d) The provisions of this Section 6.12 are 5.13 is intended to be for the benefit of, and shall be enforceable by, each of the Indemnified Parties, Covered D&O Indemnitees and their respective heirs and their representatives. The rights of each Indemnified Party under this Section 6.12 shall be in addition to any rights such individual may have under Ohio Law, any applicable indemnification agreement to which such Person is a party, the Company Articles of Incorporation or the Company Code of Regulations. (e) Neither of Parent or binding on the Surviving Company shall settle, compromise or consent to the entry of any judgment in any threatened or actual Proceeding for which indemnification could be sought by an Indemnified Party hereunder, unless such settlement, compromise or consent includes an unconditional release of such Indemnified Party from all liability arising out of such Proceeding or such Indemnified Party otherwise consents in writing (such consent not to be unreasonably withheld or delayed) to such settlement, compromise or consent. (f) Nothing in this Agreement is intended to, shall be construed to or shall release, waive or impair any rights to directors’ Corporation and officers’ insurance claims under any policy that is or has been in existence with respect to the Company or any of its Subsidiaries for any of Acquiror and their respective directors, officers successors or other employees, it being understood and agreed that the indemnification provided for in this Section 6.12 is not prior to or in substitution for any such claims under such policiesassigns).

Indemnification; Directors’ and Officers’ Insurance. (a) From and after the Effective Time, Parent shall, shall and shall cause the Surviving Company to, to indemnify and hold harmless each present harmless, as and former director to the fullest extent provided in the certificate of incorporation and officer bylaws of the Company determined as in effect on the date of this Agreement and permitted by applicable Law, all past and present directors and officers of the Effective Time Company or any of its Subsidiaries (collectively, the “Indemnified Parties”), ) against any costs or losses, Claims, damages, liabilities, costs, expenses (including reasonable and documented attorneys’ feesfees and expenses in advance of the final disposition of any Claim, suit, proceeding or investigation to each Indemnified Party upon receipt of an undertaking from such Indemnified Party to repay such advanced expenses if it is determined by a final and non-appealable judgment of a court of competent jurisdiction that such Indemnified Party was not entitled to indemnification hereunder), judgments, fines, losses, claims, damages or liabilities incurred fines and amounts paid in settlement in connection with any claimactual or threatened Claim, action, suit, proceeding or investigation, whether civil, criminalcriminal or administrative (in each case whether asserted or claimed before or after the Effective Time), administrative arising out of acts or investigative omissions occurring at or prior to the Effective Time in connection with such Indemnified Party serving as a director or officer of the Company or any of its Subsidiaries (including in connection with respect an Indemnified Party serving at the request of the Company or any of its Subsidiaries as a director, officer, employee, trustee or partner of another corporation, partnership, trust, joint venture, employee benefit plan or other entity and including acts or omissions occurring in connection with this Agreement and the transactions contemplated hereby). (b) For a period of six (6) years after the Effective Time, Parent shall maintain or cause the Surviving Company to matters existing maintain for the benefit of the Indemnified Parties a directors’ and officers’ liability insurance policy (from the Company’s current insurance carrier or an insurance carrier with the same or better credit rating, as of the Closing Date, as the Company’s current insurance carrier) that provides coverage for acts or omissions occurring at or prior to the Effective Time (including this Agreement the “D&O Insurance”) with terms and conditions which are, in the transactions aggregate, not less advantageous to such Indemnified Parties than the terms and actions contemplated hereby)), arising out conditions of the fact that such Indemnified Party is or was a director, officer, employee or agent existing directors’ and officers’ liability insurance policy of the Company; provided that, or is or was serving at the request Parent’s option, in lieu of the Company as a directorforegoing insurance coverage, officerthe Company, employee at Parent’s expense, may at or agent of another Person prior to the Effective Time, in each case, whether asserted or claimed prior to, at or after the Effective Time, Time substitute therefor a single premium tail coverage with respect to the fullest extent D&O Insurance that the Company would have been permitted under Ohio Law, any applicable indemnification agreement to which such Person is a party, the Company Articles of Incorporation or Company Code of Regulations in effect on the date of this Agreement to indemnify such Person (and Parent and the Surviving Company shall also advance expenses as incurred to the fullest extent permitted under applicable Law; provided that the Person to whom expenses are advanced shall provide an undertaking to repay such advances if it is ultimately determined that such Person is not entitled to indemnification). Parent shall ensure that the organizational documents of the Surviving Company shall, provides coverage for a period of six (6) years from and after the Effective Time, contain provisions no with terms and conditions which are, in the aggregate, not less favorable with respect advantageous to indemnification, advancement of expenses such Indemnified Parties than the terms and exculpation of present and former directors, officers, employees and agents conditions of the Company and its Subsidiaries than are presently set forth in the Company Articles of Incorporation and Company Code of Regulations. Any right of indemnification of an Indemnified Party pursuant to this Section 6.12 shall not be amended, repealed or otherwise modified at any time in a manner that would adversely affect the rights of such Indemnified Party as provided herein. (b) Prior to the Effective Time, the Company shall and, if the Company is unable to, Parent shall cause the Surviving Company as of the Effective Time 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 from an insurance carrier with the same or better credit rating as the Company’s current insurance carrier with respect to existing directors’ and officers’ liability insurance and fiduciary liability insurance (collectively, “D&O Insurance”) with benefits and levels policy of coverage at least as favorable as the Company’s existing policies with respect to matters existing or occurring at or prior to . Notwithstanding the Effective Time (including in connection with this Agreement or the transactions or actions contemplated hereby); providedforegoing, however that in no event shall will Parent be required to expend, in the Company expend for such policies aggregate, an annual premium amount in excess of three hundred percent (300%) % of the annual premiums currently paid by the Company for such insurance. If the existing directors’ and officers’ liability insurance policy of the Company for any reason fails to obtain such (the “tail” insurance policies as of the Effective Time, the Surviving Company shallInsurance Amount”), and if Parent is unable to maintain or obtain the insurance called for by this Section 5.7(b) for an amount equal to or less than the Insurance Amount, Parent shall cause the Surviving Company to, continue to maintain in effect for a period of at least six (6) years from and after the Effective Time the D&O Insurance in place obtain as of the date of this Agreement with benefits and levels of coverage at least much comparable insurance as favorable as provided in the Company’s existing policies as of the date of this Agreement, or the Surviving Company shall, and Parent shall cause the Surviving Company 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 the Company expend, or Parent or the Surviving Company may be required to expend for such policies, an annual amount in excess of three hundred percent (300%) of the annual premiums currently paid by the Company for such insurance; and, provided, further that if the premium for such insurance coverage exceeds such amount, the Surviving Company shall obtain a policy with the greatest coverage available for a cost not exceeding such amountthe Insurance Amount. (c) If Parent Parent, the Surviving Company or any of its successors or assigns (i) shall consolidate consolidates with or merge merges into any other corporation or entity person and shall not be the continuing or surviving corporation company or entity of such consolidation or merger or (ii) shall transfer transfers or conveys all or substantially all of its properties and assets to any individualperson, corporation or other entitythen, then and in each such case case, to the extent required, proper provisions provision shall be made so that the successors and assigns of Parent or the Surviving Company shall assume all of the obligations of Parent set forth in this Section 6.125.7. (d) The provisions of this Section 6.12 are intended to be for the benefit of, and shall be enforceable by, each of the Indemnified Parties, their heirs and their representatives. The rights of each Indemnified Party under this Section 6.12 5.7 shall be in addition to any rights such individual person may have under Ohio Lawthe certificate of incorporation or bylaws of the Company or any of its Subsidiaries, under Delaware law or any other applicable Law or pursuant to any employment agreement or indemnification agreement to which such Person is a party, in effect on the Company Articles of Incorporation or the Company Code of Regulationsdate hereof. (e) Neither of Parent or the Surviving Company shall settle, compromise or consent to the entry of any judgment in any threatened or actual Proceeding for which indemnification could be sought by an Indemnified Party hereunder, unless such settlement, compromise or consent includes an unconditional release of such Indemnified Party from all liability arising out of such Proceeding or such Indemnified Party otherwise consents in writing (such consent not to be unreasonably withheld or delayed) to such settlement, compromise or consent. (f) Nothing in this Agreement is intended to, shall be construed to or shall release, waive or impair any rights to directors’ and officers’ insurance claims under any policy that is or has been in existence with respect to the Company or any of its Subsidiaries for any of their respective directors, officers or other employees, employees including the Indemnified Parties; it being understood and agreed that the indemnification provided for in this Section 6.12 5.7 is not prior to or in substitution for of any such claims under such policies. (f) For a period of six (6) years from the Effective Time, Parent shall not permit any amendments to, and the Company shall not adopt any amendments to, the certificate of incorporation, bylaws or other organizational documents of the Company or its Subsidiaries that would adversely affect any right of any Indemnified Party with respect to elimination of liability of directors, indemnification of officers, directors and employees and advancement of expenses under the Company’s and its Subsidiaries’ certificate of incorporation, bylaws or other organizational documents in effect as of the date hereof. (g) The provisions of this Section 5.7 shall survive the consummation of the Merger and are intended to be, following the Effective Time, for the benefit of, and shall be enforceable by, each Indemnified Party and his or her heirs and personal representatives.

Indemnification; Directors’ and Officers’ Insurance. (a) From and after the Effective TimeOffer Closing, Parent Buyer shall, and shall cause the Surviving Company toCorporation to (including by providing adequate funding therefor), indemnify and hold harmless each present and former person who at the Effective Time is, or at any time prior to the Offer Closing was, a director and or officer of the Company determined as of the Effective Time or a Company Subsidiary, in each case when acting in such capacity (the “Indemnified Parties”), against any reasonable costs or expenses (including reasonable and documented attorneys’ fees), judgments, fines, penalties, losses, claims, damages or liabilities liabilities, including amounts paid in settlement or compromise (collectively, “Costs”) incurred in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative (including with respect investigative, arising out of or pertaining to matters existing or occurring at or prior to the Effective Time (including this Agreement and the transactions and actions contemplated hereby)), arising out of the fact that such Indemnified Party is or was a director, officer, employee or agent of the Company, or is or was serving at the request of the Company as a director, officer, employee or agent of another Person prior to the Effective Time, in each caseOffer Closing, whether asserted or claimed prior to, at or after the Effective TimeOffer Closing, to the fullest extent that the Company would have been permitted under Ohio Law, any applicable indemnification agreement to which such Person is a party, the Company Articles of Incorporation or Company Code of Regulations in effect on the date of this Agreement to indemnify such Person Law (and Parent and Buyer or the Surviving Company Corporation shall also advance expenses as incurred to the fullest extent permitted under applicable Law; , provided that the Person to whom expenses are advanced shall provide provides an undertaking to repay such advances if it is ultimately determined that such Person person is not entitled to indemnification). Parent shall ensure that the organizational documents of the Surviving Company shall, for a period of six (6) years from and after the Effective Time, contain provisions no less favorable with respect to indemnification, advancement of expenses and exculpation of present and former directors, officers, employees and agents of the Company and its Subsidiaries than are presently set forth in the Company Articles of Incorporation and Company Code of Regulations. Any right of indemnification of an Indemnified Party pursuant to this Section 6.12 shall not be amended, repealed or otherwise modified at any time in a manner that would adversely affect the rights of such Indemnified Party as provided herein. (b) Any Indemnified Party wishing to claim indemnification under Section 6.9(a), upon learning of any such claim, action, suit, proceeding or investigation, shall promptly notify Buyer and the Surviving Corporation thereof, but the failure to so notify shall not relieve Buyer and the Surviving Corporation of any liability they may have to such Indemnified Party except to the extent such failure materially prejudices Buyer or the Surviving Corporation, as the case may be. In the event of any such claim, action, suit, proceeding or investigation (whether arising before or after the Offer Closing), (i) 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 the Surviving Corporation elects not to assume such defense or counsel for the Indemnified Parties advises that there are issues which raise conflicts of interest between the Surviving Corporation and the Indemnified Parties, the Indemnified Parties may retain counsel satisfactory to them, and the Surviving Corporation shall pay all reasonable fees and expenses of such counsel for the Indemnified Parties promptly; provided, however, that the Surviving Corporation shall be obligated pursuant to this Section 6.9(b) to pay for only one firm of counsel for all Indemnified Parties in any jurisdiction (unless there is a conflict of interest as provided above), (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 its prior written consent. (c) Prior to the Effective Time, Offer Closing the Company shall andshall, and if the Company is unable to, Parent Buyer shall cause the Surviving Company as of Corporation to, and the Effective Time toSurviving Corporation shall, obtain and fully pay for a “tail” officers’ and directors’ liability insurance policy or policies with a claims period of or at least six (6) 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 for acts and omissions occurring prior to the Offer Closing (including in connection with respect to directors’ and officers’ liability insurance and fiduciary liability insurance this Agreement, the Offer, the Merger or the transactions contemplated thereby) (collectively, “D&O Insurance”) with benefits and levels of coverage at least as favorable as the Company’s existing directors’ and officers’ liability insurance coverage, provided that the aggregate annual premium for such “tail policy” shall not exceed 250% of the amount paid by the Company for coverage for its last full fiscal year (such 250% amount, the “Maximum Annual Premium”); further provided, that if such aggregate annual premium exceeds the Maximum Annual Premium, Buyer shall be required to buy at least that level of coverage which can be purchased for the Maximum Annual Premium. If the Company or the Surviving Corporation for any reason shall not obtain such “tail” insurance policies with respect to matters existing for such six year period as of the Effective Time, the Surviving Corporation shall, and Buyer shall cause the Surviving Corporation to, continue and maintain in effect for such a period of at least six years following the Effective Time the Company’s current directors’ and officers’ liability insurance policies covering acts or omissions occurring at or prior to the Effective Time with respect to those Persons who are currently (including in connection with this Agreement and any additional Persons who at or prior to the transactions Effective Time were or actions contemplated hereby); provided, however that in no event shall the Company expend for such policies an annual premium amount in excess of three hundred percent (300%become) of the annual premiums currently paid covered by the Company for such insurance. If the Company for any reason fails to obtain such “tail” Company’s directors’ and officers’ liability insurance policies as on terms with respect to such coverages and in amount, not less favorable to such Persons than those in effect on the date hereof (or Buyer may substitute therefor policies, issued by reputable insurers, of at least the same coverage with respect to matters occurring prior to the Effective Time, the Surviving Company shallprovided that any such substitution shall not result in any gaps or lapses of coverage with respect to facts, and Parent shall cause the Surviving Company toevents, continue to maintain in effect for a period of acts or omissions occurring at least six (6) years from and or after the Effective Time the D&O Insurance Time), provided, however, that in place as of the date of this Agreement with benefits satisfying its obligations hereunder, Buyer 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 Company shall, and Parent Corporation shall cause the Surviving Company 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 the Company expend, or Parent or the Surviving Company not be required obligated to expend for such policies, an pay annual amount premiums in excess of three hundred percent (300%) of the annual premiums currently paid by the Company for such insurance; and, provided, further that if the premium for such insurance coverage exceeds such amount, the Surviving Company shall obtain a policy with the greatest coverage available for a cost not exceeding such amountMaximum Annual Premium. (cd) If Parent Buyer or any of its successors or assigns (i) shall consolidate with or merge into any other corporation or entity and shall not be the continuing or surviving corporation or entity of such consolidation or merger or (ii) shall transfer all or substantially all of its properties and assets to any individual, corporation or other entity, then and in each such case case, proper provisions shall be made so that the successors and assigns of Parent Buyer shall assume all of the obligations of Parent set forth in this Section 6.126.9. (de) The provisions of this Section 6.12 6.9 are intended to be for the benefit of, and shall be enforceable by, each of the Indemnified Parties, their heirs and their representatives. . (f) The rights of each the Indemnified Party Parties under this Section 6.12 6.9 shall be in addition to any rights such individual Indemnified Parties may have under Ohio Law, any applicable indemnification agreement to which such Person is a party, the Company Articles articles of Incorporation or the Company Code incorporation of Regulations. (e) Neither bylaws of Parent or the Surviving Company shall settle, compromise or consent to the entry of any judgment in any threatened or actual Proceeding for which indemnification could be sought by an Indemnified Party hereunder, unless such settlement, compromise or consent includes an unconditional release of such Indemnified Party from all liability arising out of such Proceeding or such Indemnified Party otherwise consents in writing (such consent not to be unreasonably withheld or delayed) to such settlement, compromise or consent. (f) Nothing in this Agreement is intended to, shall be construed to or shall release, waive or impair any rights to directors’ and officers’ insurance claims under any policy that is or has been in existence with respect to the Company or any of its Subsidiaries for Subsidiaries, or under any of their respective directors, officers applicable Contracts or other employees, it being understood and agreed that the indemnification provided for in this Section 6.12 is not prior to or in substitution for any such claims under such policiesLaws.

Indemnification; Directors’ and Officers’ Insurance. (a) From and after the Effective Time, Parent the Surviving Corporation shall, and Parent shall cause the Surviving Company toCorporation to the fullest extent permitted by applicable Law, indemnify indemnify, defend, and hold harmless each present and former director and officer person who is now, or has been at any time prior to the date hereof, or who becomes prior to the Effective Time, a director, officer, or employee of the Company determined as of or any subsidiary thereof (each an "INDEMNIFIED PARTY" and, collectively, the Effective Time (the “Indemnified Parties”)"INDEMNIFIED PARTIES") against all losses, against any costs or expenses (including including, reasonable attorneys' fees and documented attorneys’ feesexpenses), judgments, fines, losses, claims, damages damages, or liabilities incurred or, subject to the proviso of the next succeeding sentence, amounts paid in connection with any claimsettlement, action, suit, proceeding arising out of actions or investigation, whether civil, criminal, administrative or investigative (including with respect to matters existing or omissions occurring at or prior to the Effective Time and whether asserted or claimed prior to, at, or after the Effective Time that are in whole or in part (including this Agreement and the transactions and actions contemplated hereby))i) based on, or arising out of the fact that such Indemnified Party person is or was a director, officer, or employee or agent of the Company, or is or was serving at the request of the Company as a directoror such subsidiary thereof or (ii) based on, officerarising out of, employee or agent pertaining to the transactions contemplated by this Agreement. In the event of another Person prior to any such loss, expense, claim, damage, or liability (whether or not arising before the Effective Time), (i) the Surviving Corporation shall pay the reasonable fees and expenses of counsel selected by the Indemnified Parties, which counsel shall be reasonably satisfactory to the Surviving Corporation, promptly after statements therefor are received and otherwise advance to such Indemnified Party upon request reimbursement of documented expenses reasonably incurred, in each case, whether asserted or claimed prior to, at or after the Effective Time, either case to the fullest extent that not prohibited by DGCL and upon receipt of any affirmation and undertaking required by the Company would have been permitted DGCL, (ii) the Surviving Corporation will cooperate in the defense of any such matter and (iii) any determination required to be made in respect of whether an Indemnified Party's conduct complies with the standards set forth under Ohio Law, any applicable indemnification agreement to which such Person is a party, the Company Articles of Incorporation or Company Code of Regulations in effect on the date of this Agreement to indemnify such Person (and Parent DGCL and the Surviving Company Corporation's certificate of incorporation or bylaws shall also advance expenses as incurred be made by independent counsel mutually acceptable to the fullest extent permitted under applicable LawSurviving Corporation and the Indemnified Party; provided provided, however, that the Person to whom expenses are advanced shall provide an undertaking to repay such advances if it is ultimately determined that such Person is not entitled to indemnification). Parent shall ensure that the organizational documents of the Surviving Company shall, for a period of six (6) years from and after the Effective Time, contain provisions no less favorable with respect to indemnification, advancement of expenses and exculpation of present and former directors, officers, employees and agents of the Company and its Subsidiaries than are presently set forth in the Company Articles of Incorporation and Company Code of Regulations. Any right of indemnification of an Indemnified Party pursuant to this Section 6.12 Corporation shall not be amendedliable for any settlement effected without its written consent (which consent shall not be unreasonably withheld). The Indemnified Parties as a group may retain only one law firm in respect of each related matter except to the extent there is, repealed in the opinion of counsel to an Indemnified Party, under applicable standards of professional conduct, a conflict on any significant issue between positions of any two or otherwise modified at any time in a manner that would adversely affect the rights of such more Indemnified Party as provided hereinParties. (b) Prior to In the Effective Time, the Company shall and, if the Company is unable to, Parent shall cause event the Surviving Company as of the Effective Time 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 from an insurance carrier with the same or better credit rating as the Company’s current insurance carrier with respect to directors’ and officers’ liability insurance and fiduciary liability insurance (collectively, “D&O Insurance”) with 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 or the transactions or actions contemplated hereby); provided, however that in no event shall the Company expend for such policies an annual premium amount in excess of three hundred percent (300%) of the annual premiums currently paid by the Company for such insurance. If the Company for any reason fails to obtain such “tail” insurance policies as of the Effective Time, the Surviving Company shall, and Parent shall cause the Surviving Company to, continue to maintain in effect for a period of at least six (6) years from and after the Effective Time the D&O Insurance in place as of the date of this Agreement with 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 Company shall, and Parent shall cause the Surviving Company 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 the Company expend, or Parent or the Surviving Company be required to expend for such policies, an annual amount in excess of three hundred percent (300%) of the annual premiums currently paid by the Company for such insurance; and, provided, further that if the premium for such insurance coverage exceeds such amount, the Surviving Company shall obtain a policy with the greatest coverage available for a cost not exceeding such amount. (c) If Parent Corporation or any of its successors or assigns (i) shall consolidate consolidates with or merge merges into any other corporation or entity person and shall not be the continuing or surviving corporation or entity of or such consolidation or merger or (ii) shall transfer transfers all or substantially all of its properties and assets to any individual, corporation or other entity, then and in each such case proper provisions shall be made so that the successors and assigns of Parent shall assume all of the obligations of Parent set forth in this Section 6.12. (d) The provisions of this Section 6.12 are intended to be for the benefit of, and shall be enforceable by, each of the Indemnified Parties, their heirs and their representatives. The rights of each Indemnified Party under this Section 6.12 shall be in addition to any rights such individual may have under Ohio Law, any applicable indemnification agreement to which such Person is a party, the Company Articles of Incorporation or the Company Code of Regulations. (e) Neither of Parent or the Surviving Company shall settle, compromise or consent to the entry of any judgment in any threatened or actual Proceeding for which indemnification could be sought by an Indemnified Party hereunder, unless such settlement, compromise or consent includes an unconditional release of such Indemnified Party from all liability arising out of such Proceeding or such Indemnified Party otherwise consents in writing (such consent not to be unreasonably withheld or delayed) to such settlement, compromise or consent. (f) Nothing in this Agreement is intended to, shall be construed to or shall release, waive or impair any rights to directors’ and officers’ insurance claims under any policy that is or has been in existence with respect to the Company or any of its Subsidiaries for any of their respective directors, officers or other employees, it being understood and agreed that the indemnification provided for in this Section 6.12 is not prior to or in substitution for any such claims under such policies.its

Indemnification; Directors’ and Officers’ Insurance. (a) From and after the Effective TimeTime until the sixth (6th) anniversary thereof, the Surviving Corporation shall and Parent shall, and shall cause the Surviving Company to, Corporation to indemnify and hold harmless each present and former director and officer of 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 and documented attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred in connection with any claim, action, suit, proceeding Proceeding to the extent arising out of or investigation, whether civil, criminal, administrative related to such Indemnified Party’s service as a director or investigative (including with respect to matters existing or occurring officer of the Company at or prior to the Effective Time (including this Agreement and the transactions and actions contemplated hereby)), arising out of the fact that such Indemnified Party is or was a director, officer, employee or agent of the Company, or is or was serving at the request of the Company as a director, officer, employee or agent of another Person prior to the Effective Time, in each case, whether asserted or claimed prior to, at or after the Effective Time, to the fullest extent that the Company would have been permitted under Ohio Law, any applicable indemnification agreement to which such Person is a party, the Company Articles DGCL and its certificate of Incorporation incorporation or Company Code of Regulations bylaws in effect on the date of this Agreement hereof to indemnify such Person (and Parent and the Surviving Company Corporation shall also advance expenses as incurred to the fullest extent permitted under applicable LawLaw and the Company’s certificate of incorporation or bylaws in effect on the date hereof; provided that the Person to whom expenses are advanced shall provide provides an undertaking to repay such advances if it is ultimately determined that such Person is not entitled to indemnification). Parent shall ensure that Without limiting the organizational documents of the Surviving Company shallforegoing, for a period of six (6) years from and after the Effective TimeTime 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 indemnificationthe limitations of liabilities of directors and officers, advancement of expenses and exculpation of present and former directors, officers, employees and agents of the Company and its Subsidiaries indemnification than are presently set forth in the certificate of incorporation and the bylaws of the Company Articles as in effect as of Incorporation and Company Code the date of Regulations. Any right of indemnification of an Indemnified Party pursuant to this Section 6.12 shall not be amended, repealed or otherwise modified at any time in a manner that would adversely affect the rights of such Indemnified Party as provided hereinAgreement. (b) Prior to the Effective Time, the Company shall and, if the Company is unable to, Parent shall cause the Surviving Company Corporation as of the Effective Time toTime, 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 from an insurance carrier with a credit rating the same as or better credit rating as than the Company’s current insurance carrier with respect to directors’ and officers’ liability insurance and fiduciary liability insurance (collectively, “D&O Insurance”) with respect to matters existing or occurring at or prior to the Effective Time 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 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, however however, that (i) in no event shall the Company Surviving Corporation be required to expend for such “tail” insurance policies an annual premium amount in excess of three hundred percent (300%) of the annual premiums premium currently paid by the Company for such insurance. If insurance and (ii) if the Company for any reason fails to obtain annual premium of such “tail” insurance policies as of the Effective Time, the Surviving Company shall, and Parent shall cause the Surviving Company to, continue to maintain in effect for a period of at least six (6) years from and after the Effective Time the D&O Insurance in place as of the date of this Agreement with 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 Company shall, and Parent shall cause the Surviving Company 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 the Company expend, or Parent or the Surviving Company be required to expend for such policies, an annual amount in excess of exceeds three hundred percent (300%) of the annual premiums premium currently paid by the Company for such insurance; and, provided, further that if the premium for such insurance coverage exceeds such amount, Parent shall cause the Surviving Company shall Corporation to obtain a policy and fully pay for policies covering such Indemnified Parties with the greatest coverage as is then available for at a cost up to but not exceeding such amount. Parent shall, and shall cause the Surviving Corporation to, use its reasonable best efforts to cause such “tail” insurance policies to be maintained in full force and effect, for their full term, and to honor all of its obligations thereunder. (c) If Parent or the Surviving Corporation or any of its their respective successors or assigns (i) shall consolidate with or merge into any other corporation or entity and shall not be the continuing or surviving corporation or entity of such consolidation or merger or (ii) shall transfer all or substantially all of its properties and assets to any individual, corporation or other entity, then then, and in each such case case, proper provisions shall be made so that the successors and assigns of Parent or the Surviving Corporation shall assume all of the obligations of Parent set forth in this Section 6.127.12. (d) The provisions of this Section 6.12 are intended to be for the benefit of, and shall be enforceable by, each of the Indemnified Parties, their heirs and their representatives. The rights of each Indemnified Party under this Section 6.12 shall be in addition to any rights such individual may have under Ohio Law, any applicable indemnification agreement to which such Person is a party, the Company Articles of Incorporation or the Company Code of Regulations. (e) Neither of Parent or the Surviving Company shall settle, compromise or consent to the entry of any judgment in any threatened or actual Proceeding for which indemnification could be sought by an Indemnified Party hereunder, unless such settlement, compromise or consent includes an unconditional release of such Indemnified Party from all liability arising out of such Proceeding or such Indemnified Party otherwise consents in writing (such consent not to be unreasonably withheld or delayed) to such settlement, compromise or consent. (f) Nothing in this Agreement is intended to, shall be construed to or shall release, waive or impair any rights to directors’ and officers’ insurance claims under any policy that is or has been in existence with respect to the Company or for any of its Subsidiaries for any of their respective directors, officers or other employees, employees including the Indemnified Parties; it being understood and agreed that the indemnification provided for in this Section 6.12 7.12 is not prior to or in substitution for of any such claims under such policies. (e) The provisions of this Section 7.12 are intended to be for the benefit of, and shall be enforceable by, each of the Indemnified Parties and their respective heirs and legal representatives. (f) The rights of the Indemnified Parties under this Section 7.12 shall be in addition to any rights such Indemnified Parties may have under the certificate of incorporation or bylaws of the Company or under any applicable Contracts or Laws.

Indemnification; Directors’ and Officers’ Insurance. (a) The Certificate of Incorporation and the Bylaws of the Surviving Corporation shall contain provisions with respect to indemnification, advancement of expenses and director exculpation as are set forth in the Company Certificate and Company Bylaws as in effect at the date hereof (to the extent consistent with applicable Law), which provisions shall not be amended, repealed or otherwise modified in any manner that would adversely affect the rights thereunder of the persons who at any time prior to the Effective Time were entitled to indemnification, advancement of expenses or exculpation under the Company Certificate and Company Bylaws in respect of actions or omissions occurring at or prior to the Effective Time including, without limitation, the Transactions, at any time prior to the 6 year anniversary of the Effective Time, unless otherwise required by applicable Law. (b) From and after the Effective TimeTime and until the expiration of any applicable statutes of limitation, Parent shall, and shall cause the Surviving Company toCorporation shall indemnify, indemnify defend and hold harmless each present and former director and officer person who is or has been prior to the date hereof or who becomes prior to the Effective Time an officer, director, employee or agent of the Company determined as or any of the Effective Time its subsidiaries (collectively, the “Indemnified Parties”), ) against any costs or expenses (including reasonable and documented attorneys’ fees), judgments, fines, all losses, claims, damages damages, expenses, liabilities or liabilities amounts that are paid in settlement of, or otherwise incurred (“Losses”) (but only to the extent such Losses are not otherwise covered by insurance and paid), in connection with any claim, action, suit, demand, proceeding or investigation, whether civil, criminal, administrative or investigative investigation (including with respect to matters existing or occurring at or prior to the Effective Time (including this Agreement and the transactions and actions contemplated hereby)a “Claim”), arising out of the fact that such to which any Indemnified Party is or was may become a party to by virtue of his or her service as a present or former director, officer, employee or agent of the CompanyCompany or any of its subsidiaries and arising out of actual or alleged events, actions or is omissions occurring or was serving at the request of the Company as a director, officer, employee or agent of another Person prior alleged to the Effective Time, in each case, whether asserted or claimed prior to, at or after the Effective Time, to the fullest extent that the Company would have been permitted under Ohio Law, any applicable indemnification agreement to which such Person is a party, the Company Articles of Incorporation or Company Code of Regulations in effect on the date of this Agreement to indemnify such Person (and Parent and the Surviving Company shall also advance expenses as incurred to the fullest extent permitted under applicable Law; provided that the Person to whom expenses are advanced shall provide an undertaking to repay such advances if it is ultimately determined that such Person is not entitled to indemnification). Parent shall ensure that the organizational documents of the Surviving Company shall, for a period of six (6) years from and after the Effective Time, contain provisions no less favorable with respect to indemnification, advancement of expenses and exculpation of present and former directors, officers, employees and agents of the Company and its Subsidiaries than are presently set forth in the Company Articles of Incorporation and Company Code of Regulations. Any right of indemnification of an Indemnified Party pursuant to this Section 6.12 shall not be amended, repealed or otherwise modified at any time in a manner that would adversely affect the rights of such Indemnified Party as provided herein. (b) Prior to the Effective Time, the Company shall and, if the Company is unable to, Parent shall cause the Surviving Company as of the Effective Time 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 from an insurance carrier with the same or better credit rating as the Company’s current insurance carrier with respect to directors’ and officers’ liability insurance and fiduciary liability insurance (collectively, “D&O Insurance”) with benefits and levels of coverage at least as favorable as the Company’s existing policies with respect to matters existing or occurring occurred at or prior to the Effective Time (including including, without limitation, the Transactions), in connection with this Agreement or each case, to the transactions or actions contemplated hereby); provided, however that fullest extent permitted and provided in no event shall the Company expend for Certificate and Company Bylaws as in effect at the date hereof (and shall pay expenses in advance of the final disposition of the claim(s) that are reasonably incurred in defending any such policies an annual premium amount action or proceeding to each Indemnified Party to the fullest extent permitted under the DGCL as provided in excess the Company Certificate and Company Bylaws as in effect at the date hereof, upon receipt from the Indemnified Party to whom expenses are advanced of three hundred percent (300%the undertaking to repay such advances contemplated by Section 145(e) of the annual premiums currently paid by the Company for such insurance. If the Company for any reason fails DGCL). (c) Any Indemnified Party wishing to obtain such “tail” insurance policies as of claim indemnification under this Section 5.07 after the Effective Time, upon learning of any such Claim, shall notify the Surviving Company shallCorporation thereof (although the failure to so notify the Surviving Corporation shall not relieve the Surviving Corporation from any liability that the Surviving Corporation may have under this Section 5.07, except to the extent such failure materially prejudices the Surviving Corporation). In the event of any such Claim, the Surviving Corporation shall have the right to assume the defense thereof and the Surviving Corporation shall not be liable to such Indemnified Party for any legal expenses of other counsel or any other expenses subsequently incurred by such Indemnified Party in connection with the defense thereof, except that if the Surviving Corporation elects not to assume or does not reasonably promptly assume such defense or if there is an actual or potential conflict of interest between, or different defenses exist for the Surviving Corporation and the Indemnified Party, the Indemnified Party may retain counsel reasonably satisfactory to him or her and the Surviving Corporation shall pay all reasonable fees and expenses of such counsel for the Indemnified Party promptly as statements therefor are received by the Surviving Corporation; provided, however, that (i) the Surviving Corporation shall not, in connection with any such action or proceeding or separate but substantially similar actions or proceedings arising out of the same general allegations, be liable for the fees and expenses of more than one separate firm of attorneys (plus local counsel) at any time for all Indemnified Parties except that, with respect to any Claims against the members of the Special Committee, such members of the Special Committee shall be entitled to be represented by a separate firm of attorneys (plus local counsel) to the extent such members of the Special Committee have been advised by counsel that a reasonable likelihood exists of a conflict of interest between them and one or more of the other Indemnified Parties, in which case the Surviving Corporation shall be liable for the fees and expenses of such separate firm of attorneys (plus local counsel), (ii) the Surviving Corporation and 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 its prior written consent; and provided, further, that the Surviving Corporation shall not have any obligation hereunder to any Indemnified Party if and when a court of competent jurisdiction shall ultimately determine that the indemnification of such Indemnified Party in the manner contemplated hereby is prohibited by applicable Law. (d) Parent shall cause maintain the Surviving Company to, continue to maintain in effect Company’s existing directors’ and officers’ liability insurance policy (“D&O Insurance”) for a period of at least not less than six (6) years from and after the Effective Time the D&O Insurance in place as Time; provided, however, that Parent may substitute therefor policies of the date of this Agreement substantially similar coverage and amounts (with benefits and levels of coverage at least as favorable as provided in carriers comparable to the Company’s existing policies as of the date of this Agreement, carriers) containing terms no less advantageous to such former directors or the Surviving Company shall, and Parent shall cause the Surviving Company 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 Agreementofficers; provided, however further, that in no event if the existing D&O Insurance expires or is canceled during such period, Parent shall use its reasonable efforts to obtain substantially similar D&O Insurance; provided, further, that Parent and the Company expend, or Parent or the Surviving Company shall not be required pursuant to expend for such policies, an annual amount its obligations under this Section 5.07(d) to pay in excess of three hundred percent (300%) an aggregate amount of the annual premiums currently paid by the Company $900,000, but shall purchase as much coverage as possible for such insurance; and, provided, further that if the premium for such insurance coverage exceeds such amount, the Surviving Company shall obtain a policy with the greatest coverage available for a cost not exceeding such amount. (ce) 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, legal representatives, successors, assigns and personal representatives and shall be binding on the Surviving Corporation and its successors and assigns. From and after the Closing, Parent hereby guarantees the payment and performance of the Surviving Corporation’s obligations in this Section 5.07. The provisions of this Section 5.07 are in addition to, and not in substitution for, any other rights to indemnification that the Indemnified Parties, their heirs and personal representatives may have by contract or otherwise. (f) If Parent or the Surviving Corporation or any of its their successors or assigns (i) shall consolidate consolidates with or merge merges into any other corporation or entity Person and shall not be the continuing or surviving corporation or entity of such consolidation or merger or (ii) shall transfer transfers or conveys all or substantially all of its properties and assets to any individualPerson, corporation or other entitythen, then and in each case, as a condition to such case consolidation, merger, transfer or conveyance, proper provisions provision shall be made so that the successors and assigns of Parent or the Surviving Corporation shall assume all of and agree to perform the obligations of Parent set forth in this Section 6.125.07. (d) The provisions of this Section 6.12 are intended to be for the benefit of, and shall be enforceable by, each of the Indemnified Parties, their heirs and their representatives. The rights of each Indemnified Party under this Section 6.12 shall be in addition to any rights such individual may have under Ohio Law, any applicable indemnification agreement to which such Person is a party, the Company Articles of Incorporation or the Company Code of Regulations. (e) Neither of Parent or the Surviving Company shall settle, compromise or consent to the entry of any judgment in any threatened or actual Proceeding for which indemnification could be sought by an Indemnified Party hereunder, unless such settlement, compromise or consent includes an unconditional release of such Indemnified Party from all liability arising out of such Proceeding or such Indemnified Party otherwise consents in writing (such consent not to be unreasonably withheld or delayed) to such settlement, compromise or consent. (f) Nothing in this Agreement is intended to, shall be construed to or shall release, waive or impair any rights to directors’ and officers’ insurance claims under any policy that is or has been in existence with respect to the Company or any of its Subsidiaries for any of their respective directors, officers or other employees, it being understood and agreed that the indemnification provided for in this Section 6.12 is not prior to or in substitution for any such claims under such policies.

Indemnification; Directors’ and Officers’ Insurance. (a) From and after Following the Effective Time, Parent the Surviving Corporation shall, and shall cause to the Surviving Company to, fullest extent permitted by Law indemnify and hold harmless each (and the Surviving Corporation shall also advance costs and expenses (including reasonable attorneys’ fees and expenses) as incurred to the fullest extent permitted under applicable Law, provided that the person to whom expenses are advanced provides any undertaking required by Law and an undertaking to repay such advances if it is ultimately determined that such person is not entitled to indemnification), all past and present directors, officers, employees and former director and officer agents of the Company determined as and its Subsidiaries and all other persons who may presently serve or have served at the request of the Effective Time Company or any of its Subsidiaries as a director, officer, employee or agent of another person, including as a fiduciary with respect to an employee benefit plan (the “Indemnified Parties”), in each case, for acts or failures to act in such capacity, against any costs or expenses (including reasonable and documented attorneys’ attorney’s fees), judgments, amounts paid in settlement, fines, losses, claims, damages or liabilities incurred in connection with any claim, action, suit, proceeding or investigation, whether civil, civil or criminal, administrative or investigative (including with respect investigative, arising out of or pertaining to matters existing or occurring at or prior to the Effective Time (including for acts or omissions occurring in connection with the approval of this Agreement and the consummation of the Merger and the other transactions and actions contemplated hereby)), arising out of the fact that such Indemnified Party is or was a director, officer, employee or agent of the Company, or is or was serving at the request of the Company as a director, officer, employee or agent of another Person prior to the Effective Time, in each case, whether asserted or claimed prior to, at or after the Effective Time, but in all cases only to the fullest same extent that such individuals are indemnified or have the right to advancement of costs and expenses by the Company would have been permitted under Ohio Law, any applicable indemnification agreement to which or such Person is a party, the Company Articles Subsidiary as of Incorporation or Company Code of Regulations in effect on the date of this Agreement pursuant to indemnify such Person (and Parent its Charter Documents, or similar organizational documents, as applicable, and the Surviving Company shall also advance expenses as incurred to the fullest extent permitted under applicable Law; provided that the Person to whom expenses are advanced shall provide an undertaking to repay such advances if it is ultimately determined that such Person is not entitled to indemnification). Parent shall ensure that the organizational documents of the Surviving Company shall, for a period of six (6indemnification agreements identified in Section 5.06(a) years from and after the Effective Time, contain provisions no less favorable with respect to indemnification, advancement of expenses and exculpation of present and former directors, officers, employees and agents of the Company and its Subsidiaries than are presently set forth in the Company Articles of Incorporation and Company Code of Regulations. Any right of indemnification of an Indemnified Party pursuant to this Section 6.12 shall not be amended, repealed or otherwise modified at any time in a manner that would adversely affect the rights of such Indemnified Party as provided hereinDisclosure Letter. (b) Any Indemnified Party wishing to claim indemnification under paragraph (a) of this Section 5.06, upon receiving written notification of any such claim, action, suit, proceeding or investigation, shall promptly notify the Surviving Corporation thereof, but the failure to so notify shall not relieve the Surviving Corporation of any liability it may have to such Indemnified Party except if, and only to the extent that, such failure materially and irreversibly prejudices the Surviving Corporation. In the event of any such claim, action, suit, proceeding or investigation that is subject to indemnification, upon receipt of any undertaking required by Law, (i) the Surviving Corporation shall pay the fees and expenses of counsel selected by the Indemnified Party, promptly after statements therefor are received, and otherwise advance to such Indemnified Party upon request reimbursement of documented expenses reasonably incurred, and (ii) the Surviving Corporation will cooperate in the defense of any such matter. (c) Prior to the Effective TimeClosing, the Company shall and, if the Company is unable to, Parent shall cause the Surviving Company as purchase a prepaid “tail” policy or policies of officers’ and directors’ liability insurance and fiduciary liability insurance for acts and omissions occurring prior to the Effective Time to, obtain and fully pay for (“tail” insurance policies with a claims period of at least six (6D&O Insurance”) 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 coverage in amount and scope at least as favorable as the Company’s existing directors’ and officers’ liability insurance and fiduciary liability insurance coverage for the period ending on the sixth (collectively, “D&O Insurance”6th) 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 or the transactions or actions contemplated hereby); provided, however that in no event shall the Company expend for such policies an annual premium amount in excess of three hundred percent (300%) of the annual premiums currently paid by the Company for such insurance. If the Company for any reason fails to obtain such “tail” insurance policies as anniversary of the Effective Time, the Surviving Company shall, and Parent shall cause the Surviving Company to, continue to maintain in effect for a period of at least six (6) years from and after the Effective Time the D&O Insurance in place as of the date of this Agreement with 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 Company shall, and Parent shall cause the Surviving Company 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 the Company expendshall not expend more than the amount set forth on Section 5.06(c) of the Company Disclosure Letter to obtain such policy without Parent’s prior consent, or which consent shall not be unreasonably withheld. (d) If Parent or the Surviving Company be required to expend for such policies, an annual amount in excess of three hundred percent (300%) of the annual premiums currently paid by the Company for such insurance; and, provided, further that if the premium for such insurance coverage exceeds such amount, the Surviving Company shall obtain a policy with the greatest coverage available for a cost not exceeding such amount. (c) If Parent Corporation or any of its successors or assigns shall (i) shall consolidate with or merge into any other corporation or entity person and shall not be the continuing or surviving corporation or entity of such consolidation or merger or (ii) shall transfer transfers all or substantially all of its properties and assets to any individualperson, corporation or other entitythen, then and in each such case case, proper provisions 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 of Parent and the Surviving Corporation set forth in this Section 6.125.06. (de) The rights of each Indemnified Party under this Section 5.06 shall be in addition to any right such person might have under the Charter Documents of the Company or the similar organizational documents of any of its Subsidiaries, or under applicable Law (including the DGCL), or under any agreement of any Indemnified Party with the Company or its Subsidiaries. The provisions of this Section 6.12 5.06 are intended to be for the benefit of, and shall be enforceable by, each of the Indemnified Parties, their respective heirs and their representatives. The rights of each Indemnified Party under this Section 6.12 shall be in addition to any rights such individual may have under Ohio Law, any applicable indemnification agreement to which such Person is a party, the Company Articles of Incorporation or the Company Code of Regulations. (e) Neither of Parent or the Surviving Company shall settle, compromise or consent to the entry of any judgment in any threatened or actual Proceeding for which indemnification could be sought by an Indemnified Party hereunder, unless such settlement, compromise or consent includes an unconditional release of such Indemnified Party from all liability arising out of such Proceeding or such Indemnified Party otherwise consents in writing (such consent not to be unreasonably withheld or delayed) to such settlement, compromise or consent. (f) Nothing in this Agreement is intended to, shall be construed to or shall release, waive or impair any rights to directors’ The obligations of Parent and officers’ insurance claims the Surviving Corporation under any policy that is or has been in existence with respect to the Company or any of its Subsidiaries for any of their respective directors, officers or other employees, it being understood and agreed that the indemnification provided for in this Section 6.12 is 5.06 shall not prior be terminated or modified in such a manner as to or in substitution for adversely affect any Indemnified Party to whom this Section 5.06 applies without the written consent of such claims under such policiesaffected Indemnified Party.

Indemnification; Directors’ and Officers’ Insurance. (a) From and after the Effective Time, Parent shall, and shall cause the Surviving Company to, indemnify and hold harmless harmless, to the fullest extent permitted under applicable law (and Parent shall also advance expenses as incurred to the fullest extent permitted under applicable law provided the Person to whom expenses are advanced provides an undertaking to repay such advances if it is ultimately determined that such Person is not entitled to indemni- fication), each present and former director director, officer and officer employee of the Company determined as of and its Subsidiaries (collectively, the Effective Time (the “"Indemnified Parties”), ") against any costs or expenses (including reasonable and documented 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 (including with respect investigative, arising out of or pertaining to matters existing or occurring at or prior to the Effective Time (Time, including this Agreement and the transactions contemplated by this Agreement; provided, however, that Parent shall not have any obligation hereunder to any Indemnified Party if and actions contemplated hereby))when a court of competent jurisdiction shall ultimately determine, arising out and such determination shall have become final, that the indemnification of the fact that such Indemnified Party in the manner contemplated hereby is prohibited by applicable law. (b) 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 was a directorinvestigation, officershall promptly notify Parent thereof, employee 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 the indemnifying party. In the event of any such claim, action, suit, proceeding or agent of the Company, or is or was serving at the request of the Company as a director, officer, employee or agent of another Person prior to the Effective Time, in each case, investigation (whether asserted or claimed prior to, at arising before or after the Effective Time), (i) Parent or the Surviving Cor- poration shall have the right to assume the defense thereof and Parent 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 elects not 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 Parent or the Surviving Corporation shall pay all reasonable fees and expenses of such counsel for the Indemnified Parties promptly as state- ments therefor are received; provided, however, that Parent 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, (ii) the Indemnified Parties 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. If such indemnity is not available with respect to any Indemnified Party, then the Surviving Corporation and the Indemnified Party shall contribute to the fullest extent that amount payable in such proportion as is appropriate to reflect relative faults and benefits. (c) For not less than six years after the Company would have been permitted under Ohio LawEffective Time, any applicable indemnification agreement Parent shall and shall cause the Surviving Corporation to, maintain in effect directors' and officers' liability insurance covering the Indemnified Parties who are currently covered by the Company's existing directors' and officers' liability insurance, on terms and conditions no less favorable to which such Person is a party, the Company Articles of Incorporation or Company Code of Regulations directors and officers than those in effect on the date of this Agreement to indemnify such Person (and Parent and the Surviving Company shall also advance expenses as incurred to the fullest extent permitted under applicable Lawhereof; provided that the Person to whom expenses are advanced shall provide an undertaking to repay such advances if it is ultimately determined that such Person is not entitled to indemnification). Parent shall ensure that the organizational documents of the Surviving Company shall, for a period of six (6) years from and after the Effective Time, contain provisions no less favorable with respect to indemnification, advancement of expenses and exculpation of present and former directors, officers, employees and agents of the Company and its Subsidiaries than are presently set forth in the Company Articles of Incorporation and Company Code of Regulations. Any right of indemnification of an Indemnified Party pursuant to this Section 6.12 shall not be amended, repealed or otherwise modified at any time in a manner that would adversely affect the rights of such Indemnified Party as provided herein. (b) Prior to the Effective Time, the Company shall and, if the Company is unable to, Parent shall cause the Surviving Company as of the Effective Time 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 from an insurance carrier with the same or better credit rating as the Company’s current insurance carrier with respect to directors’ and officers’ liability insurance and fiduciary liability insurance (collectively, “D&O Insurance”) with 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 or the transactions or actions contemplated hereby); provided, however that in no event shall Parent or the Company Surviving Corporation be required to expend for such policies in any one year an annual premium amount in excess of three hundred percent (300%) of the annual premiums currently paid by the Company for such insurance. If the Company for any reason fails to obtain such “tail” insurance policies as of the Effective Time, the Surviving Company shall, and Parent shall cause the Surviving Company to, continue to maintain in effect for a period of at least six (6) years from and after the Effective Time the D&O Insurance in place as of the date of this Agreement with 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 Company shall, and Parent shall cause the Surviving Company 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 the Company expend, or Parent or the Surviving Company be required to expend for such policies, an annual amount in excess of three hundred percent (300%) 200% of the annual premiums currently paid by the Company for such insurance; and, provided, further further, that if the premium for annual premiums of such insurance coverage exceeds exceed such amount, the Surviving Company Parent shall be obligated to obtain a policy with the greatest coverage available for a cost not exceeding such amount. (cd) If Parent the Surviving Corporation or any of its successors or assigns (i) shall consolidate with or merge into any other corporation or entity and shall not be the continuing or surviving corporation or entity of such consolidation or merger or (ii) shall transfer all or substantially all of its properties and assets to any individual, corporation or other entity, then then, and in each such case case, proper provisions shall be made so that the successors and assigns of Parent the Surviving Corporation shall assume all of the obligations of Parent set forth in this Section 6.12Section. (de) The provisions of this Section 6.12 are intended to be for the benefit of, and shall be enforceable by, each of the Indemnified Parties, their heirs and their representatives. The rights of each Indemnified Party under this Section 6.12 shall be in addition to any rights such individual may have under Ohio Law, any applicable indemnification agreement to which such Person is a party, the Company Articles of Incorporation or the Company Code of Regulations. (e) Neither of Parent or the Surviving Company shall settle, compromise or consent to the entry of any judgment in any threatened or actual Proceeding for which indemnification could be sought by an Indemnified Party hereunder, unless such settlement, compromise or consent includes an unconditional release of such Indemnified Party from all liability arising out of such Proceeding or such Indemnified Party otherwise consents in writing (such consent not to be unreasonably withheld or delayed) to such settlement, compromise or consent. (f) Nothing in this Agreement is intended to, shall be construed to or shall release, waive or impair any rights to directors’ and officers’ insurance claims under any policy that is or has been in existence with respect to the Company or any of its Subsidiaries for any of their respective directors, officers or other employees, it being understood and agreed that the indemnification provided for in this Section 6.12 is not prior to or in substitution for any such claims under such policies.

Indemnification; Directors’ and Officers’ Insurance. (a) From and after the Effective Time, Parent shall, and shall cause the Surviving Company to, Corporation agrees that it will indemnify and hold harmless each present and former director and officer of the Company (when acting in such capacity) determined as of the Effective Time (the “"Indemnified Parties”"), against any costs or expenses (including reasonable and documented 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 (including with respect investigative, arising out of or pertaining to matters existing or occurring at or prior to the Effective Time (including this Agreement and the transactions and actions contemplated hereby)), arising out of the fact that such Indemnified Party is or was a director, officer, employee or agent of the Company, or is or was serving at the request of the Company as a director, officer, employee or agent of another Person prior to the Effective Time, in each case, whether asserted or claimed prior to, at or after the Effective Time, to the fullest extent that the Company would have been permitted under Ohio Law, any applicable indemnification agreement to which such Person is a party, the Company Articles DGCL and its articles of Incorporation incorporation or Company Code of Regulations by-laws in effect on the date of this Agreement hereof to indemnify such Person (and Parent and the Surviving Company Corporation shall also advance expenses as incurred to the fullest extent permitted under applicable Law; law, provided that the Person to whom expenses are advanced shall provide provides an undertaking to repay such advances if it is ultimately determined that such Person is not entitled to indemnification). Parent shall ensure that the organizational documents of the Surviving Company shall, for a period of six (6) years from and after the Effective Time, contain provisions no less favorable with respect to indemnification, advancement of expenses and exculpation of present and former directors, officers, employees and agents of the Company and its Subsidiaries than are presently set forth in the Company Articles of Incorporation and Company Code of Regulations. Any right of indemnification of an Indemnified Party pursuant to this Section 6.12 shall not be amended, repealed or otherwise modified at any time in a manner that would adversely affect the rights of such Indemnified Party as provided herein. (b) Prior Any Indemnified Party wishing to claim indemnification under paragraph (a) of this Section 6.8, upon learning of any such claim, action, suit, proceeding or investigation, shall promptly notify the Surviving Corporation thereof, but the failure to so notify shall not relieve the Surviving Corporation of any liability it may have to such Indemnified Party if such failure does not materially prejudice 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 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 does not elect to assume such defense or counsel for the Indemnified Parties advises that there are issues which raise conflicts of interest between the Surviving Corporation and the Indemnified Parties, the Indemnified Parties may retain counsel satisfactory to them, and the Surviving Corporation 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 there is a conflict of interest as provided above), (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 the Surviving Corporation. (c) The Surviving Corporation shall maintain a policy of officers' and directors' liability insurance for acts and omissions occurring prior to the Effective Time, the Company shall and, if the Company is unable to, Parent shall cause the Surviving Company as of the Effective Time to, obtain with coverage in amount and fully pay for “tail” insurance policies with a claims period of at least six (6) 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 directors’ and officers’ liability insurance and fiduciary liability insurance (collectively, “D&O Insurance”) with benefits and levels of coverage scope at least as favorable as the Company’s 's existing policies with respect to matters existing or occurring at or prior to directors' and officers' liability insurance coverage for a period of six years after the Effective Time (including in connection with this Agreement or the transactions or actions contemplated hereby)Time; provided, however however, that in no event satisfying the obligations under this provision, the Surviving Corporation shall the Company expend for such policies an not be obligated to pay annual premium amount premiums in excess of three hundred percent (300%) 200% of the annual premiums currently amount per annum paid by the Company for such insurancein its last full fiscal year. If the Company for any reason fails to obtain such “tail” insurance policies as The amount per annum of the Effective Time, the Surviving Company shall, and Parent shall cause the Surviving Company to, continue to maintain in effect for a period of at least six (6) years from and after the Effective Time the D&O Insurance in place as of the date of this Agreement with 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 Company shall, and Parent shall cause the Surviving Company 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 the Company expend, or Parent or the Surviving Company be required to expend for such policies, an annual amount in excess of three hundred percent (300%) of the annual premiums currently paid by the Company for such insurance; and, provided, further that if the premium for such insurance coverage exceeds such amount, the Surviving Company shall obtain a policy with the greatest coverage available for a cost not exceeding such amount. (c) If Parent or any of in its successors or assigns (i) shall consolidate with or merge into any other corporation or entity and shall not be the continuing or surviving corporation or entity of such consolidation or merger or (ii) shall transfer all or substantially all of its properties and assets to any individual, corporation or other entity, then and in each such case proper provisions shall be made so that the successors and assigns of Parent shall assume all of the obligations of Parent set forth in this Section 6.12last full fiscal year equaled $270,000. (d) The provisions of this Section 6.12 are intended to be for the benefit of, and shall be enforceable by, each of the Indemnified Parties, their heirs and their representatives. The rights of each Indemnified Party under this Section 6.12 representatives and shall be in addition to any rights such individual may have under Ohio Law, any applicable indemnification agreement to which such Person is a party, the Company Articles binding on all successors and assigns of Incorporation or the Company Code of Regulations. (e) Neither of Parent or the Surviving Company shall settle, compromise or consent to the entry of any judgment in any threatened or actual Proceeding for which indemnification could be sought by an Indemnified Party hereunder, unless such settlement, compromise or consent includes an unconditional release of such Indemnified Party from all liability arising out of such Proceeding or such Indemnified Party otherwise consents in writing (such consent not to be unreasonably withheld or delayed) to such settlement, compromise or consentCorporation. (f) Nothing in this Agreement is intended to, shall be construed to or shall release, waive or impair any rights to directors’ and officers’ insurance claims under any policy that is or has been in existence with respect to the Company or any of its Subsidiaries for any of their respective directors, officers or other employees, it being understood and agreed that the indemnification provided for in this Section 6.12 is not prior to or in substitution for any such claims under such policies.

Indemnification; Directors’ and Officers’ Insurance. (a) From and after the Effective Time, each of Parent shall, and shall cause the Surviving Company to, Corporation agrees that it will indemnify and hold harmless each present and former director and officer of the Company or any of its Subsidiaries (in each case, when acting in such capacity), determined as of the Effective Time (the “Indemnified Parties”), against any costs or expenses (including reasonable and documented attorneys’ fees), judgments, fines, losses, claims, damages or liabilities Costs incurred in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative (including with respect to investigative, arising out of matters existing or occurring at or prior to the Effective Time (including this Agreement and the transactions and actions contemplated hereby)), arising out of the fact that such Indemnified Party is or was a director, officer, employee or agent of the Company, or is or was serving at the request of the Company as a director, officer, employee or agent of another Person prior to the Effective Time, in each case, whether asserted or claimed prior to, at or after the Effective Time, to the fullest extent that the Company would have been permitted under Ohio Law, any applicable indemnification agreement to which such Person is a party, the Company Articles Massachusetts Law and its articles of Incorporation organization or Company Code of Regulations by laws in effect on the date of this Agreement hereof to indemnify such Person (and Parent and or the Surviving Company Corporation shall also advance expenses as incurred to the fullest extent permitted under applicable Law; provided provided, that the Person to whom expenses are advanced shall provide provides an undertaking to repay such advances if it is ultimately determined that such Person is not entitled to indemnification). Parent shall ensure ; and provided, further, that the organizational documents of the Surviving Company shall, for a period of six (6) years from and after the Effective Time, contain provisions no less favorable any determination required to be made with respect to indemnification, advancement of expenses and exculpation of present and former directors, officers, employees and agents of whether an officer’s or director’s conduct complies with the Company and its Subsidiaries than are presently standards set forth in under Massachusetts Law and the Company Articles Company’s articles of Incorporation organization and Company Code of Regulations. Any right of indemnification of an Indemnified Party pursuant to this Section 6.12 by laws shall not be amended, repealed or otherwise modified at any time in a manner that would adversely affect made by independent counsel selected by the rights of such Indemnified Party as provided hereinSurviving Corporation. (b) Prior Any Indemnified Party wishing to claim indemnification under paragraph (a) of this Section 7.11, 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 or the Surviving Corporation 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) Parent or 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 Parent or the Surviving Corporation elects not 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 Parent or the Surviving Corporation shall pay all reasonable fees and expenses of such counsel for the Indemnified Parties promptly as statements therefor are received; provided, however, that Parent and 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; 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, that the indemnification of such Indemnified Party in the manner contemplated hereby is prohibited by applicable Law. (c) At or prior to the Effective Time, the Company shall and, if the Company is unable to, Parent shall cause the Surviving Company as of the Effective Time to, obtain and fully pay for purchase a “tail” insurance policies with a claims period of at least six (6) 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 directors’ and officers’ liability insurance policy (which by its terms shall survive the Merger) for its directors and fiduciary liability insurance (collectivelyofficers, “D&O Insurance”) which shall provide such directors and officers 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 or the transactions or actions contemplated hereby); provided, however that in no event shall the Company expend for such policies an annual premium amount in excess of three hundred percent (300%) of the annual premiums currently paid by the Company for such insurance. If the Company for any reason fails to obtain such “tail” insurance policies as of the Effective Time, the Surviving Company shall, and Parent shall cause the Surviving Company to, continue to maintain in effect for a period of at least six (6) years from and after following the Effective Time of not less than the D&O Insurance in place as of existing coverage under, and have other terms not materially less favorable on the date of this Agreement with benefits whole to, the insured persons than the directors’ and levels of officers’ liability insurance coverage at least as favorable as provided in presently maintained by the Company’s existing policies , so long as of the date of this Agreementaggregate cost is less than $650,000. In the event that less than $650,000 is insufficient for such coverage, or the Surviving Company may spend up to that amount to purchase such lesser coverage as may be obtained with such amount. Parent shall, and Parent shall cause the Surviving Company Corporation to, purchase comparable D&O Insurance for maintain such six-year period with benefits policy in full force and levels of coverage at least as favorable as provided in effect, and continue to honor the Company’s existing policies as of the date of this Agreement; provided, however that in no event shall the Company expend, or obligations thereunder. (d) If Parent or the Surviving Company be required to expend for such policies, an annual amount in excess of three hundred percent (300%) of the annual premiums currently paid by the Company for such insurance; and, provided, further that if the premium for such insurance coverage exceeds such amount, the Surviving Company shall obtain a policy with the greatest coverage available for a cost not exceeding such amount. (c) If Parent Corporation or any of its their respective successors or assigns (i) shall consolidate with or merge into any other corporation or entity and shall not be the continuing or surviving corporation or entity of such consolidation or merger merger, or (ii) shall transfer all or substantially all of its properties and assets to any individual, corporation or other entity, then then, and in each such case case, proper provisions shall be made so that the successors and assigns of Parent or the Surviving Corporation shall assume all of the obligations of Parent set forth in this Section 6.127.11. (de) The provisions of this Section 6.12 7.11 are intended to be for the benefit of, and shall be enforceable by, each of the Indemnified Parties, their heirs and their representatives. The rights of each Indemnified Party under this Section 6.12 shall be in addition to any rights such individual may have under Ohio Law, any applicable indemnification agreement to which such Person is a party, the Company Articles of Incorporation or the Company Code of Regulations. (e) Neither of Parent or the Surviving Company shall settle, compromise or consent to the entry of any judgment in any threatened or actual Proceeding for which indemnification could be sought by an Indemnified Party hereunder, unless such settlement, compromise or consent includes an unconditional release of such Indemnified Party from all liability arising out of such Proceeding or such Indemnified Party otherwise consents in writing (such consent not to be unreasonably withheld or delayed) to such settlement, compromise or consent. (f) Nothing in this Agreement is intended to, shall be construed to or shall release, waive or impair any Parent and Merger Sub agree that all rights to directors’ indemnification or exculpation now existing in favor of, and officers’ insurance claims under any policy that is all limitations on the personal liability of each present and former director, officer, employee, fiduciary or has been in existence with respect to agent of the Company or any of and its Subsidiaries for any of their respective directors, officers or other employees, it being understood and agreed that the indemnification provided for in this Section 6.12 is the respective organizational documents, in effect as of the date hereof, shall continue in full force and effect for a period of six (6) years after the Effective Time. During such period, Parent shall not amend, repeal or otherwise modify such provisions for indemnification in any manner that would materially and adversely affect the rights thereunder of individuals who at any time prior to the Effective Time was a director, officer, employee, fiduciary or agent of the Company and its Subsidiary in substitution for 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; provided, however, that in the event any claim or claims are asserted or made either prior to the Effective Time or within such six-year period, all rights to indemnification in respect of any such claim or claims under shall continue until disposition of any and all such policiesclaims.

Indemnification; Directors’ and Officers’ Insurance. (a) From It is understood and after agreed that, subject to the Effective Timelimitations on indemnification under applicable law, Parent Hoosier and Terrapin (the "INDEMNIFYING PARTIES") shall, and shall cause to the Surviving Company tofullest extent permitted under applicable law, indemnify and hold harmless harmless, for a period of six years following the Closing, (i) each present and former director managing or supervisory director, officer and officer employee of the Company determined as of the Effective Time (the “Indemnified Parties”), Target or any Target Subsidiary against any costs or expenses (including reasonable and documented attorneys’ ' fees), judgments, fines, losses, claims, damages or damages, liabilities incurred and amounts paid in settlement in connection with any claim, action, suit, proceeding or investigationinvestigation (collectively, whether civil, criminal, administrative "LOSSES") arising out of any action taken or investigative (including with respect to matters existing or omission occurring at or prior to the Effective Time Closing Date and (including this Agreement ii) each present and former managing or supervisory director, officer and employee of any Target Non-Purchased Entity (together with the transactions and actions contemplated hereby))persons with indemnification rights pursuant to clause (i) above, collectively, the "INDEMNIFIED PARTIES") against any Losses arising out of his or her good faith actions in connection with the fact distribution of the Purchase Price to Target's shareholders in accordance with the terms and conditions of the Protocol; PROVIDED, that the Indemnifying Parties shall not be liable for any settlement effected without their prior written consent (which consent shall not be unreasonably withheld). In connection therewith, (A) the Indemnifying Parties shall promptly pay expenses in advance of the final disposition of any claim, suit, proceeding or investigation to each Indemnified Party to the full extent permitted by law, subject to the provision by such Indemnified Party of an undertaking to reimburse the amounts so advanced in the event of a final non-appealable determination by a court of competent jurisdiction that such Indemnified Party is not entitled to such amounts, and (B) the Indemnified Parties may retain one counsel satisfactory to them (except in case of a conflict of interest among two or was a directormore Indemnified Parties, officerin which case more than one counsel may be retained), employee and the Indemnifying Parties shall promptly pay all reasonable fees and expenses of such counsel for the Indemnified Parties. Any Indemnified Party wishing to claim indemnification under this SECTION 5.11, upon learning of any such claim, action, suit, demand, proceeding or agent investigation, shall notify the Indemnifying Parties; PROVIDED, that the failure to so notify shall not affect the obligations of the Company, or is or was serving at the request of the Company as a director, officer, employee or agent of another Person prior Indemnifying Parties except to the Effective Time, in each case, whether asserted or claimed prior to, at or extent such failure to notify materially prejudices such parties. (b) For a period of six years after the Effective TimeClosing Date, to the fullest extent that Indemnifying Parties will maintain in effect the Company would existing directors' and officers' liability insurance covering the Indemnified Parties who are currently covered by Target's and the Target Subsidiaries' officers and directors liability insurance policies (copies of which policies have been permitted under Ohio Law, any applicable indemnification agreement provided to which such Person is a party, the Company Articles of Incorporation or Company Code of Regulations Purchasers) on terms not less favorable than those in effect on the date hereof in terms of this Agreement coverage and amounts and which provide coverage as to indemnify such Person (and Parent and the Surviving Company shall also advance expenses as incurred to the fullest extent permitted under applicable Law; provided that the Person to whom expenses are advanced shall provide an undertaking to repay such advances if it is ultimately determined that such Person is not entitled to indemnification). Parent shall ensure that the organizational documents claims arising out of the Surviving Company shall, for a period good faith actions of six (6) years from and after such Indemnified Persons in connection with the Effective Time, contain provisions no less favorable with respect to indemnification, advancement of expenses and exculpation of present and former directors, officers, employees and agents distribution of the Company Purchase Price to Target's shareholders in accordance with the terms and its Subsidiaries than are presently set forth in conditions of the Company Articles of Incorporation and Company Code of Regulations. Any right of indemnification of an Indemnified Party pursuant to this Section 6.12 shall not be amendedProtocol; PROVIDED, repealed or otherwise modified HOWEVER, that if the aggregate annual premiums for such insurance at any time in a manner that would adversely affect during such period exceed the rights per annum rate of such Indemnified Party as provided herein. (b) Prior to the Effective Time, the Company shall and, if the Company is unable to, Parent shall cause the Surviving Company as of the Effective Time 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 from an insurance carrier with the same or better credit rating as the Company’s current insurance carrier with respect to directors’ and officers’ liability insurance and fiduciary liability insurance (collectively, “D&O Insurance”) with 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 or the transactions or actions contemplated hereby); provided, however that in no event shall the Company expend premium paid by Target for such policies an annual premium amount in excess of three hundred percent (300%) of the annual premiums currently paid by the Company for such insurance. If the Company for any reason fails to obtain such “tail” insurance policies as of the Effective Time, the Surviving Company shall, and Parent shall cause the Surviving Company to, continue to maintain in effect for a period of at least six (6) years from and after the Effective Time the D&O Insurance in place as of the date of this Agreement with 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 then the Surviving Company shall, and Parent Indemnifying Parties shall cause provide the Surviving Company to, purchase comparable D&O Insurance for maximum coverage that will then be available at an annual premium equal to 175% of such six-year period with benefits and levels of coverage at least as favorable as provided in the Company’s existing policies per annum rate as of the date of this Agreement; provided, however that in no event shall the Company expend, or Parent or the Surviving Company be required to expend for such policies, an annual amount in excess of three hundred percent (300%) of the annual premiums currently paid by the Company for such insurance; and, provided, further that if the premium for such insurance coverage exceeds such amount, the Surviving Company shall obtain a policy with the greatest coverage available for a cost not exceeding such amount. (c) If Parent This SECTION 5.11 is intended for the irrevocable benefit of, and to grant third party rights to, the Indemnified Parties and shall be binding on all successors and assigns of the Indemnifying Parties. Each of the Indemnified Parties shall be entitled to enforce the covenants contained in this SECTION 5.11. (d) In the event that any of Purchasers or any of its successors or assigns (i) shall consolidate consolidates with or merge merges into any other corporation person or entity and shall not be the continuing or surviving corporation or entity of such consolidation or merger or (ii) shall transfer all transfers or substantially all conveys a majority of its properties and assets to any individual, corporation person or other entity, then then, and in each such case case, proper provisions provision shall be made so that the successors successors, assigns and assigns transferees of Parent shall such Indemnifying Party assume all of the obligations of Parent set forth in this Section 6.12. (d) The provisions of this Section 6.12 are intended to be for the benefit of, and shall be enforceable by, each of the Indemnified Parties, their heirs and their representatives. The rights of each Indemnified Party under this Section 6.12 shall be in addition to any rights such individual may have under Ohio Law, any applicable indemnification agreement to which such Person is a party, the Company Articles of Incorporation or the Company Code of RegulationsSECTION 5.11. (e) Neither To the extent permitted by law, all rights of Parent or indemnification for the Surviving Company shall settle, compromise or consent to the entry benefit of any judgment in any threatened or actual Proceeding for which indemnification could be sought by an Indemnified Party hereunder, unless such settlement, compromise or consent includes an unconditional release of such Indemnified Party from all liability arising out of such Proceeding or such Indemnified Party otherwise consents in writing (such consent not to shall be unreasonably withheld or delayed) to such settlement, compromise or consentmandatory rather than permissive. (f) Nothing The liabilities and obligations assumed by the Indemnifying Parties under this SECTION 5.11(a)-(e) are referred to herein as the "H&T ASSUMED LIABILITIES". Following the Closing, Purchasers shall indemnify and hold harmless each Target Non-Purchased Entity against any claims arising in this Agreement is intended to, shall be construed to or shall release, waive or impair any rights to directors’ and officers’ insurance claims under any policy that is or has been in existence with respect to of the Company or any of its Subsidiaries for any of their respective directors, officers or other employees, it being understood and agreed that the indemnification provided for in this Section 6.12 is not prior to or in substitution for any such claims under such policiesNon-Financial Covenants.

Indemnification; Directors’ and Officers’ Insurance. (a) From and after the Effective Time, (i) Parent shallwill, and shall Parent will cause the Surviving Amalgamated Company to, indemnify and hold harmless harmless, and will provide advancement of expenses to, each present and former person who is or was a director and or officer of the Company determined as of or any Company Subsidiary at or at any time prior to the Effective Time (each, an “Indemnified Party” and, collectively, the “Indemnified Parties”), against to the same extent such persons are indemnified or have the right to the advancement of expenses as of the date of this Agreement by the Company or the applicable Company Subsidiary pursuant to its Organizational Documents as in effect on the date of this Agreement and in accordance with applicable Law; provided that the Indemnified Party to whom expenses are advanced provides an undertaking to repay such advances if it is ultimately and finally determined that such Indemnified Party is not entitled to indemnification, and (ii) Parent will cause the Amalgamated Company to fulfill and honor in all respects the obligations of the Company pursuant to any costs or expenses indemnification agreements (including reasonable those set forth in the Company’s or a Company Subsidiary’s Organizational Documents as in effect on the date of this Agreement) between the Company and documented attorneys’ feesany of the Indemnified Parties in effect immediately prior to the date of this Agreement. Notwithstanding any provision of this Section 7.02(a), judgmentsneither Parent nor the Amalgamated Company shall, fines, losses, claims, damages or liabilities incurred in connection with any claim, action, suit, one such action or proceeding or investigationseparate but substantially similar actions or proceedings arising out of the same general allegations, whether civilbe liable for reasonable fees and expenses of more than one separate firm of attorneys (in addition to any local counsel) at any time for all Indemnified Parties. Parent shall be entitled to participate in the defense of any such action or proceeding, criminaland counsel for the Indemnified Party shall, administrative to the extent consistent with their professional responsibilities, reasonably cooperate with Parent and any counsel designated by Parent. (b) In the event Parent or investigative any of its successors or assigns (including i) consolidates with or merges into any other Person and shall not be the continuing or surviving entity of such consolidation or merger or (ii) transfers all or substantially all of its properties and assets to any Person in a single transaction or a series of transactions, then, and in each such case, Parent will make or cause to be made proper provision so that the successors and assigns of the Amalgamated Company or Parent assume the indemnification obligations described herein for the benefit of the Indemnified Parties, as a condition to such merger, consolidation or transfer becoming effective. (c) The provisions of this Section 7.02 are (i) intended to be for the benefit of, and will be enforceable by, each of the Indemnified Parties and his or her heirs, assigns 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 Person may have by contract or otherwise. (d) For a period of six years after the Effective Time, Parent shall or shall cause the Amalgamated Company to maintain, at no expense to the beneficiaries in effect the current directors’ and officers’ liability insurance policies (“D&O Policies”), with one or more financially reputable insurance companies selected by Parent or the Amalgamated Company in its commercially reasonable discretion, providing coverage that is comparable in all material respects to the D&O Policies maintained by the Company as of the date of this Agreement with respect to matters existing or occurring at or prior to the Effective Time Time; provided, however, that: (including this Agreement and i) in no event shall the transactions and actions contemplated hereby)), arising out Amalgamated Company be required to expend for annual premiums for any such D&O Policies an amount in excess of two hundred percent (200%) of the fact that such Indemnified Party is or was a director, officer, employee or agent of annual premium paid for the Company, or is or was serving at the request of D&O Policies maintained by the Company as a director, officer, employee or agent of another Person prior to the Effective Time, in each case, whether asserted or claimed prior to, at or after the Effective Time, to the fullest extent that the Company would have been permitted under Ohio Law, any applicable indemnification agreement to which such Person is a party, the Company Articles of Incorporation or Company Code of Regulations in effect on the date of this Agreement (the “Premium Amount”); and (ii) that if the Amalgamated Company is unable to indemnify such Person (and Parent and obtain the Surviving Company insurance required by this Section 7.02(d), it shall also advance expenses obtain as incurred much comparable insurance as possible for an annual premium equal to the fullest extent permitted under applicable Law; provided that the Person to whom expenses are advanced shall provide an undertaking to repay such advances if it is ultimately determined that such Person is not entitled to indemnification)Premium Amount. Parent shall ensure that the organizational documents In lieu of the Surviving foregoing, the Amalgamated Company shall, for a period of six (6) years from and after the Effective Time, contain provisions no less favorable with respect to indemnification, advancement of expenses and exculpation of present and former directors, officers, employees and agents of the Company and its Subsidiaries than are presently set forth in the Company Articles of Incorporation and Company Code of Regulations. Any right of indemnification of an Indemnified Party pursuant to this Section 6.12 shall not be amended, repealed may purchase six-year “tail” coverage covering acts or otherwise modified at any time in a manner that would adversely affect the rights omissions of such Indemnified Party as provided herein. (b) Prior persons prior to the Effective Time, Time on substantially similar terms to the Company shall and, if the Company is unable to, Parent shall cause the Surviving Company as of the Effective Time 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 from an insurance carrier with the same or better credit rating as the Company’s current insurance carrier with respect to directors’ and officers’ liability insurance and fiduciary liability insurance (collectively, “D&O Insurance”) with 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 or the transactions or actions contemplated hereby); provided, however that in no event shall the Company expend for such policies an annual premium amount in excess of three hundred percent (300%) of the annual premiums currently paid policy maintained by the Company for such insurance. If the Company for any reason fails to obtain such “tail” insurance policies as of the Effective Time, the Surviving Company shall, and Parent shall cause the Surviving Company to, continue to maintain in effect for a period of at least six (6) years from and after the Effective Time the D&O Insurance in place as of the date of this Agreement with 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 Company shall, and Parent shall cause the Surviving Company 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 the Company expend, or Parent or the Surviving Company be required to expend for such policies, an annual amount in excess of three hundred percent (300%) of the annual premiums currently paid by the Company for such insurance; and, provided, further that if the premium for such insurance coverage exceeds such amount, the Surviving Company shall obtain a policy with the greatest coverage available for a cost not exceeding such amount. (ce) If Parent Notwithstanding anything herein to the contrary, if any claim, action, suit, proceeding or investigation (whether arising before, at or after the Closing Date) is made against any of its successors Indemnified director or assigns (i) shall consolidate with officer, on or merge into any other corporation or entity and shall not be prior to the continuing or surviving corporation or entity of such consolidation or merger or (ii) shall transfer all or substantially all of its properties and assets to any individual, corporation or other entity, then and in each such case proper provisions shall be made so that the successors and assigns of Parent shall assume all sixth anniversary of the obligations of Parent set forth in this Section 6.12. (d) The Closing Date, the provisions of this Section 6.12 are 7.02(e) shall continue in effect until the final disposition of such claim, action, suit, proceeding or investigation. (f) This covenant is intended to be for the benefit of, and shall be enforceable by, each of the Indemnified Parties, Directors and Officers and their respective heirs and their legal representatives. The indemnification provided for herein shall not be deemed exclusive of any other rights of each to which an Indemnified Party under this Section 6.12 shall be in addition Director or Officer is entitled, whether pursuant to any rights such individual may have under Ohio Law, any applicable indemnification agreement to which such Person is a party, the Company Articles of Incorporation contract or the Company Code of Regulationsotherwise. (eg) Neither of Parent or the Surviving The Company shall settle, compromise or consent use its reasonable best efforts to maintain in effect at all times from the entry date of any judgment in any threatened or actual Proceeding for which indemnification could be sought by an Indemnified Party hereunder, unless such settlement, compromise or consent includes an unconditional release of such Indemnified Party from all liability arising out of such Proceeding or such Indemnified Party otherwise consents in writing (such consent not to be unreasonably withheld or delayed) to such settlement, compromise or consent. (f) Nothing in this Agreement is intended tountil the Effective Time, shall be construed to or shall release, waive or impair any rights to directors’ and officers’ liability insurance claims under any policy that is or has been comparable as to amount and other material terms of coverage with such insurance as in existence with respect to effect on the Company or any date of its Subsidiaries for any of their respective directors, officers or other employees, it being understood and agreed that the indemnification provided for in this Section 6.12 is not prior to or in substitution for any such claims under such policiesAgreement.

Indemnification; Directors’ and Officers’ Insurance. (a) From and after the Effective Time, Parent shall, and shall cause the Surviving Company to, indemnify and hold harmless each present and former director and officer of the Company determined as (when acting in such capacity) and those individuals set forth on Section 6.11(a) of the Effective Time Company Disclosure Letter serving at the request of the Company or any of its Subsidiaries as a director (or equivalent position) of a specified Person (when acting in such capacity) (the “Indemnified Parties”), against any costs or expenses (including reasonable and documented attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative (including with respect to investigative, arising out of matters existing or occurring at or prior to the Effective Time (including this Agreement and the transactions and actions contemplated hereby)), arising out of the fact that such Indemnified Party is or was a director, officer, employee or agent of the Company, or is or was serving at the request of the Company as a director, officer, employee or agent of another Person prior to the Effective Time, in each case, whether asserted or claimed prior to, at or after the Effective Time, to the fullest extent that the Company would have been permitted under Ohio Delaware Law, any applicable indemnification agreement to which such Person is a partyparty (a form of which is an exhibit to the Company’s annual report on Form 10-K for the fiscal year ended December 31, 2011, 2012 or 2013), the Company Articles of Incorporation Charter or Company Code of Regulations Bylaws in effect on the date of this Agreement to indemnify such Person (and Parent and the Surviving Company shall also advance expenses as incurred to the fullest extent permitted under applicable Law; provided that the Person to whom expenses are advanced shall provide an undertaking to repay such advances if it is ultimately determined that such Person is not entitled to indemnification). Parent shall ensure that the organizational documents of the Surviving Company shall, for a period of six (6) years from and after the Effective Time, contain provisions no less favorable with respect to indemnification, advancement of expenses and exculpation of present and former directors, officers, employees and agents of the Company and its Subsidiaries than are presently set forth in the Company Articles of Incorporation Charter and Company Code of RegulationsBylaws. Any right of indemnification of an Indemnified Party pursuant to this Section 6.12 6.11 shall not be amended, repealed or otherwise modified at any time in a manner that would adversely affect the rights of such Indemnified Party as provided herein. (b) Prior to the Effective Time, the Company shall and, if the Company is unable to, Parent shall cause the Surviving Company as of the Effective Time to, 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 from an insurance carrier with the same or better credit rating as the Company’s current insurance carrier with respect to directors’ and officers’ liability insurance and fiduciary liability insurance (collectively, “D&O Insurance”) with 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 or the transactions or actions contemplated hereby); provided, however however, that in no event shall the Company expend for such policies in an annual amount with a premium amount in excess of three hundred percent (300%) % of the annual premiums currently paid by the Company for such insurance. If the Company and the Surviving Company for any reason fails fail to obtain such “tail” insurance policies as of the Effective Time, the Surviving Company shall, and Parent shall cause the Surviving Company to, continue to maintain in effect for a period of at least six (6) years from and after the Effective Time the D&O Insurance in place as of the date of this Agreement with 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 Company shall, and Parent shall cause the Surviving Company to, 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 however, that in no event shall the Company expend, or Parent or the Surviving Company be required to expend for such policies, an annual amount in excess of three hundred percent (300%) % of the annual premiums currently paid by the Company for such insurance; and, provided, provided further that if the premium for such insurance coverage exceeds exceed such amount, the Surviving Company shall obtain a policy with the greatest coverage available for a cost not exceeding such amount. (c) If Parent or any of its successors or assigns (i) shall consolidate with or merge into any other corporation or entity and shall not be the continuing or surviving corporation or entity of such consolidation or merger or (ii) shall transfer all or substantially all of its properties and assets to any individual, corporation or other entity, then and in each such case proper provisions shall be made so that the successors and assigns of Parent shall assume all of the obligations of Parent set forth in this Section 6.126.11. (d) The provisions of this Section 6.12 6.11 are intended to be for the benefit of, and shall be enforceable by, each of the Indemnified Parties, their heirs and their representatives. The rights of each Indemnified Party under this Section 6.12 shall be in addition to any rights such individual may have under Ohio Law, any applicable indemnification agreement to which such Person is a party, the Company Articles of Incorporation or the Company Code of Regulations. (e) Neither of Parent or the Surviving Company shall settle, compromise or consent to the entry of any judgment in any threatened or actual Proceeding for which indemnification could be sought by an Indemnified Party hereunder, unless such settlement, compromise or consent includes an unconditional release of such Indemnified Party from all liability arising out of such Proceeding or such Indemnified Party otherwise consents in writing (such consent not to be unreasonably withheld or delayed) to such settlement, compromise or consent. (f) Nothing in this Agreement is intended to, shall be construed to or shall release, waive or impair any rights to directors’ and officers’ insurance claims under any policy that is or has been in existence with respect to the Company or any of its Subsidiaries for any of their respective directors, officers or other employees, it being understood and agreed that the indemnification provided for in this Section 6.12 is not prior to or in substitution for any such claims under such policies.

Indemnification; Directors’ and Officers’ Insurance. (a) From and after the Effective Time, Parent shall, and shall cause the Surviving Company to, indemnify and hold harmless harmless, to the fullest extent permitted under applicable Law (and Parent shall also advance expenses as incurred to the fullest extent permitted under applicable Law; provided, however, 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), each present and former director and officer of the Company determined and its Subsidiaries (in each case, only in connection with the Indemnified Party’s service as a director or officer of the Effective Time Company or any of its Subsidiaries) (collectively, the “Indemnified Parties”), ) from and against any costs or expenses (including reasonable and documented attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred in connection with any claim, suit, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative (including with respect investigative, arising out of or pertaining to matters existing any action or omission occurring or alleged to have occurred at or prior to the Effective Time (Time, including this Agreement and the transactions and actions contemplated hereby)by this Agreement. (b) Any Indemnified Party wishing to claim indemnification under Section 5.08(a), arising out upon learning of any such claim, action, suit, proceeding or investigation, shall promptly notify Parent thereof, but the fact that failure to so notify shall not relieve Parent or the Surviving Corporation of any liability it may have to such Indemnified Party is or was a director, officer, employee or agent of the Company, or is or was serving at the request of the Company as a director, officer, employee or agent of another Person prior except to the Effective Timeextent such failure materially prejudices the indemnifying party. In the event of any such claim, in each caseaction, suit, proceeding or investigation (whether asserted or claimed prior to, at arising before or after the Effective Time), (i) Parent or the Surviving Corporation shall have the right to assume the fullest extent that the Company would have been permitted under Ohio Law, any applicable indemnification agreement to which such Person is a party, the Company Articles of Incorporation or Company Code of Regulations in effect on the date of this Agreement to indemnify such Person (defense thereof and Parent and the Surviving Company Corporation shall also advance not be liable to such Indemnified Parties for any legal expenses as of other counsel or any other expenses subsequently incurred to by such Indemnified Parties in connection with the fullest extent permitted under applicable Law; provided defense thereof, except that the Person to whom expenses are advanced shall provide an undertaking to repay such advances if it is ultimately determined that such Person is not entitled to indemnification). Parent shall ensure that the organizational documents of or the Surviving Company shallCorporation elects not 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 Parent or the Surviving Corporation shall pay all reasonable fees and expenses of such counsel for a period of six (6) years from the Indemnified Parties promptly as statements therefor are received; provided, however, that Parent and after the Effective Time, contain provisions no less favorable with respect to indemnification, advancement of expenses and exculpation of present and former directors, officers, employees and agents of the Company and its Subsidiaries than are presently set forth in the Company Articles of Incorporation and Company Code of Regulations. Any right of indemnification of an Indemnified Party Surviving Corporation shall be obligated pursuant to this Section 6.12 5.08(b) to pay for only one (1) 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 amendedliable for any settlement effected without their prior written consent; and provided, repealed or otherwise modified at further, that Parent and the Surviving Corporation shall not have any time in obligation hereunder to any Indemnified Party if and when a manner court of competent jurisdiction shall ultimately determine, and such determination shall have become final, that would adversely affect the rights indemnification of such Indemnified Party as provided hereinin the manner contemplated hereby is prohibited by applicable Law. (bc) Prior to the Effective Time, the Company shall and, if the Company is unable to, Parent shall cause US Parent to cause the Surviving Company Corporation to, as of the Effective Time toTime, obtain and fully pay for “tail” insurance policies with a claims period of at least six (6) 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 directors’ and officers’ liability insurance and fiduciary liability insurance (collectively, “D&O Insurance”) with benefits and levels of coverage at least as that are not, in the aggregate, less favorable as than 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 or the transactions or actions contemplated hereby); provided, however however, that in no event shall the Company or the Surviving Corporation expend or, in case of the Surviving Corporation, be required to expend, for such “tail” insurance policies an annual aggregate premium amount in excess of three two hundred and fifty percent (300250%) of the annual premiums currently paid by the Company for such insurancethe D&O Insurance. If the Company and the Surviving Corporation for any reason fails fail to obtain such “tail” insurance policies as of the Effective Time, the Surviving Company Corporation shall, and Parent shall cause US Parent to cause the Surviving Company Corporation to, continue to maintain in effect for a period of at least six (6) years from and after the Effective Time Time, the D&O Insurance in place as of the date of this Agreement with benefits and levels of coverage at least as that are not, in the aggregate, less favorable as than the coverage provided in the Company’s existing policies as of the date of this Agreement, or the Surviving Company Corporation shall, and Parent shall cause US Parent to cause the Surviving Company Corporation to, use reasonable best efforts to purchase comparable D&O Insurance for such six-six (6) year period with benefits and levels of coverage at least as that are not, in the aggregate, less favorable as than the coverage provided in the Company’s existing policies as of the date of this Agreement; provided, however however, that in no event shall the Company expendParent, or US Parent or the Surviving Company Corporation be required to expend for such policies, policies an annual premium amount in excess of three two hundred and fifty percent (300250%) of the annual premiums currently paid by the Company for such insurance; and, provided, further further, that if the premium for annual premiums of such insurance coverage exceeds exceed such amount, the Surviving Company Corporation shall obtain a policy with the greatest coverage available for a cost not exceeding such amount. (cd) If Parent, US Parent or the Surviving Corporation or any of its their respective successors or assigns (i) shall consolidate with or merge with or into any other corporation or entity and shall not be the continuing or surviving corporation or entity of such consolidation or merger or (ii) shall transfer all or substantially all of its properties and assets to any individualPerson, corporation or other entitythen, then and in each such case case, proper provisions shall be made so that the successors and assigns of Parent, US Parent or the Surviving Corporation shall assume all of the obligations of Parent set forth in this Section 6.125.08. (de) The provisions of this Section 6.12 5.08 are intended to be for the benefit of, and shall be enforceable by, each of the Indemnified Parties, their heirs and their representatives. . (f) The rights of each the Indemnified Party Parties under this Section 6.12 5.08 shall be in addition to any rights such individual Indemnified Parties may have under Ohio Lawthe Company Certificate of Incorporation, Company Bylaws and the comparable organizational documents of any of the Company’s Subsidiaries, or under any applicable indemnification agreement to which such Person is a party, the Company Articles of Incorporation Contracts or the Company Code of RegulationsLaw. (e) Neither of Parent or the Surviving Company shall settle, compromise or consent to the entry of any judgment in any threatened or actual Proceeding for which indemnification could be sought by an Indemnified Party hereunder, unless such settlement, compromise or consent includes an unconditional release of such Indemnified Party from all liability arising out of such Proceeding or such Indemnified Party otherwise consents in writing (such consent not to be unreasonably withheld or delayed) to such settlement, compromise or consent. (f) Nothing in this Agreement is intended to, shall be construed to or shall release, waive or impair any rights to directors’ and officers’ insurance claims under any policy that is or has been in existence with respect to the Company or any of its Subsidiaries for any of their respective directors, officers or other employees, it being understood and agreed that the indemnification provided for in this Section 6.12 is not prior to or in substitution for any such claims under such policies.

Indemnification; Directors’ and Officers’ Insurance. (a) From and after the Effective Time, Parent shall, and shall cause the Surviving Company to, Corporation agrees that it will indemnify and hold harmless each present and former director and and/or officer of the Company Company, determined as of the Effective Time (the “"Indemnified Parties”"), against that is made a party or threatened to be made a party to any costs threatened, pending or expenses (including reasonable and documented attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred in connection with any claimcompleted, action, suit, proceeding or investigationclaim, whether civil, criminal, administrative or investigative (including with respect investigative, by reason of the fact that he or she was a director or officer of the Company or any subsidiary of the Company prior to matters existing the Effective Time and arising out of actions or omissions of the Indemnified Party in any such capacity occurring at or prior to the Effective Time (a "Claim") against any costs or expenses (including this Agreement and the transactions and actions contemplated hereby)reasonable attorneys' fees), arising out of the fact that such Indemnified Party is judgments, fines, amounts paid in settlement pursuant to Section 7.7(b), losses, claims, damages or was a directorliabilities (collectively, officer, employee or agent of the Company, or is or was serving at the request of the Company as a director, officer, employee or agent of another Person prior to the Effective Time, "Costs") reasonably incurred in each caseconnection with any Claim, whether asserted or claimed prior to, at or after the Effective Time, to the fullest extent that the Company would have been permitted under Ohio Law, any applicable indemnification agreement to which such Person is a party, the Company Articles of Incorporation or Company Code of Regulations in effect on the date of this Agreement to indemnify such Person (and Parent and the Texas law. The Surviving Company Corporation shall also advance expenses (including attorneys' fees), as incurred by the Indemnified Party to the fullest extent permitted under applicable Law; law provided that the Person to whom expenses are advanced shall provide such Indemnified Party provides an undertaking to repay such advances if it is ultimately determined that such Person Indemnified Party is not entitled to indemnification). Parent shall ensure that the organizational documents of the Surviving Company shall, for a period of six (6) years from and after the Effective Time, contain provisions no less favorable with respect to indemnification, advancement of expenses and exculpation of present and former directors, officers, employees and agents of the Company and its Subsidiaries than are presently set forth in the Company Articles of Incorporation and Company Code of Regulations. Any right of indemnification of an Indemnified Party pursuant to this Section 6.12 shall not be amended, repealed or otherwise modified at any time in a manner that would adversely affect the rights of such Indemnified Party as provided herein. (b) Prior Any Indemnified Party wishing to claim indemnification under paragraph (a) of this Section 7.7, upon learning of any such Claim, shall promptly notify the Surviving Corporation thereof, but the failure to so notify shall not relieve the Surviving Corporation of any liability it may have to such Indemnified Party if such failure does not materially prejudice the indemnifying party. In the event of any such claim, action, suit, proceeding or investigation (whether arising before or after the Effective Time), the Company shall and, if the Company is unable to, Parent shall cause (i) the Surviving Company as 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 the Effective Time 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 from an insurance carrier with the same other counsel 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 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 any other expenses subsequently incurred by such Indemnified Parties in connection with this Agreement or the transactions or actions contemplated hereby); provideddefense thereof, however that in no event shall the Company expend for such policies an annual premium amount in excess of three hundred percent (300%) of the annual premiums currently paid by the Company for such insurance. If the Company for any reason fails to obtain such “tail” insurance policies as of the Effective Time, the Surviving Company shall, and Parent shall cause the Surviving Company to, continue to maintain in effect for a period of at least six (6) years from and after the Effective Time the D&O Insurance in place as of the date of this Agreement with 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 Company shall, and Parent shall cause the Surviving Company 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 the Company expend, or Parent or the Surviving Company be required to expend for such policies, an annual amount in excess of three hundred percent (300%) of the annual premiums currently paid by the Company for such insurance; and, provided, further except that if the premium for Surviving Corporation elects not to assume such insurance coverage exceeds such amount, defense or counsel or the Indemnified Parties advise that there are issues which raise conflicts of interest between the Surviving Company shall obtain a policy with the greatest coverage available for a cost not exceeding such amount. (c) If Parent or any of its successors or assigns (i) shall consolidate with or merge into any other corporation or entity Corporation and shall not be the continuing or surviving corporation or entity of such consolidation or merger or (ii) shall transfer all or substantially all of its properties and assets to any individual, corporation or other entity, then and in each such case proper provisions shall be made so that the successors and assigns of Parent shall assume all of the obligations of Parent set forth in this Section 6.12. (d) The provisions of this Section 6.12 are intended to be for the benefit of, and shall be enforceable by, each of the Indemnified Parties, their heirs the Indemnified Parties may retain counsel satisfactory to them, and their representatives. The rights the Surviving Corporation shall pay all reasonable fees and expenses of each such counsel for the Indemnified Party under this Section 6.12 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 or counsel for all Indemnified Parties in addition to any rights jurisdiction unless the use of one counsel for such individual may have under Ohio LawIndemnified Parties would present such counsel with a conflict of interest, any applicable indemnification agreement to which such Person is a party, (ii) the Company Articles of Incorporation or Indemnified Parties will cooperate in the Company Code of Regulations. (e) Neither of Parent or the Surviving Company shall settle, compromise or consent to the entry defense of any judgment in any threatened or actual Proceeding for which indemnification could be sought by an Indemnified Party hereunder, unless such settlement, compromise or consent includes an unconditional release of such Indemnified Party from all liability arising out of such Proceeding or such Indemnified Party otherwise consents in writing matter and (such consent not to be unreasonably withheld or delayediii) to such settlement, compromise or consent. (f) Nothing in this Agreement is intended to, shall be construed to or shall release, waive or impair any rights to directors’ and officers’ insurance claims under any policy that is or has been in existence with respect to the Company or any of its Subsidiaries for any of their respective directors, officers or other employees, it being understood and agreed that the indemnification provided for in this Section 6.12 is not prior to or in substitution for any such claims under such policies.the

Indemnification; Directors’ and Officers’ Insurance. (a) From Parent agrees that, from and after the Effective Time, Parent shall, and shall cause the Surviving Company to, Corporation will indemnify and hold harmless each past and present and former director and officer of the Company determined as and any of the Effective Time its Subsidiaries (in each case, for acts or failures to act in such capacity) (the “Indemnified Parties”), against any costs or expenses (including reasonable and documented 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 (including with respect to investigative, arising out of matters existing or occurring at or prior to the Effective Time (including this Agreement and the transactions and actions contemplated hereby)), arising out of the fact that such Indemnified Party is or was a director, officer, employee or agent of the Company, or is or was serving at the request of the Company as a director, officer, employee or agent of another Person prior to the Effective Time, in each case, whether asserted or claimed prior to, at or after the Effective Time, to the fullest extent that the Company would have been permitted under Ohio Law, any applicable indemnification agreement to which such Person is a party, the Company Articles Delaware law and its certificate of Incorporation incorporation or Company Code of Regulations by-laws as in effect on the date of this Agreement to indemnify such Person (and Parent and the Surviving Company shall also advance expenses as incurred to the fullest extent permitted under applicable Law; provided , provided, however, that the Person to whom expenses are advanced shall provide provides an undertaking to repay such advances if it is ultimately determined that such Person is not entitled to indemnification). (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 thereof. 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, if Parent agrees to assume such defense, Parent shall ensure not be liable to such Indemnified Parties for any legal expenses of the Indemnified Parties’ counsel or any other expenses incurred by such Indemnified Parties after Parent assumes such defense, (ii) the Indemnified Parties will cooperate, at Parent’s expense, in the defense of any such matter, and (iii) Parent shall not be liable for any settlement effected without its prior written consent; provided, however, 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 organizational documents indemnification of such Indemnified Party in the manner contemplated hereby is prohibited by applicable Law. (c) The Surviving Company shall, Corporation shall maintain the Company’s existing officers’ and directors’ liability insurance (“D&O Insurance”) for a period of six (6) years from and after the Effective Time, contain provisions no less favorable with respect to indemnification, advancement of expenses and exculpation of present and former directors, officers, employees and agents of the Company and its Subsidiaries than are presently set forth in the Company Articles of Incorporation and Company Code of Regulations. Any right of indemnification of an Indemnified Party pursuant to this Section 6.12 shall not be amended, repealed or otherwise modified at any time in a manner that would adversely affect the rights of such Indemnified Party as provided herein. (b) Prior to the Effective Time, the Company shall and, if the Company is unable to, Parent shall cause the Surviving Company as of the Effective Time 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 from an insurance carrier with the same or better credit rating so long as the Company’s current insurance carrier with respect annual premium therefor is not in excess of 200% of the last annual premium paid prior to the date of this Agreement, which is set forth on Section 6.11 of the Company Disclosure Letter (the “Current Premium”); provided, however, that if the existing D&O Insurance exceeds 200%, expires, is terminated or cancelled during such six-year period, the Surviving Corporation shall obtain as much D&O Insurance as can be obtained for the remainder of such period for a premium not in excess (on an annualized basis) of 200% of the Current Premium (such 200% amount, the “Maximum Annual Premium”). In addition, the Company may purchase a six-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 and fiduciary liability insurance (collectively, “D&O Insurance”) with benefits and levels of coverage at least as favorable as maintained by 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 or the transactions or actions contemplated hereby); provided, however that in no event shall the Company expend for such policies an annual premium amount in excess of three hundred percent (300%) of the annual premiums currently paid by the Company for such insuranceshall not exceed six times the Maximum Annual Premium. If the Company for any reason fails to obtain such “tail” insurance policies as of prepaid policy has been obtained by the Effective TimeCompany prior to the Closing, the Surviving Company Corporation shall, and Parent shall cause the Surviving Company Corporation to, maintain such policy in full force and effect, for its full term, and continue to maintain in effect for a period of at least six (6) years from and after the Effective Time the D&O Insurance in place as of the date of this Agreement with 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 Company shallhonor their respective obligations thereunder, and Parent all other obligations under this Section 6.11(c) shall cause the Surviving Company 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 the Company expend, or Parent or the Surviving Company be required to expend for such policies, an annual amount in excess of three hundred percent (300%) of the annual premiums currently paid by the Company for such insurance; and, provided, further that if the premium for such insurance coverage exceeds such amount, the Surviving Company shall obtain a policy with the greatest coverage available for a cost not exceeding such amountterminate. (cd) If Parent the Surviving Corporation or any of its successors or assigns (i) shall consolidate with or merge into any other corporation or entity and shall not be the continuing or surviving corporation or entity of such consolidation or merger or (ii) shall transfer all or substantially all of its properties and assets to any individual, corporation or other entity, then then, and in each such case case, proper provisions shall be made so that the successors and assigns of Parent the Surviving Corporation shall assume all of the obligations of Parent set forth in this Section 6.126.11. (d) The provisions of this Section 6.12 are intended to be for the benefit of, and shall be enforceable by, each of the Indemnified Parties, their heirs and their representatives. The rights of each Indemnified Party under this Section 6.12 shall be in addition to any rights such individual may have under Ohio Law, any applicable indemnification agreement to which such Person is a party, the Company Articles of Incorporation or the Company Code of Regulations. (e) Neither of Parent or the Surviving Company shall settle, compromise or consent to the entry of any judgment in any threatened or actual Proceeding for which indemnification could be sought by an Indemnified Party hereunder, unless such settlement, compromise or consent includes an unconditional release of such Indemnified Party from all liability arising out of such Proceeding or such Indemnified Party otherwise consents in writing (such consent not to be unreasonably withheld or delayed) to such settlement, compromise or consent. (f) Nothing in this Agreement is intended to, shall be construed to or shall release, waive or impair any rights to directors’ and officers’ insurance claims under any policy that is or has been in existence with respect to the Company or any of its Subsidiaries for any of their respective directors, officers or other employees, it being understood and agreed that the indemnification provided for in this Section 6.12 is not prior to or in substitution for any such claims under such policies.

Indemnification; Directors’ and Officers’ Insurance. (a) From and after the Effective Time, Parent shall, and shall cause the Surviving Company to, agrees that it will indemnify and hold harmless each present and former director and officer of the Company (when acting in such capacity), determined as of the Effective Time (each, an "Indemnified Party" and, collectively, the “"Indemnified Parties”"), against any costs or expenses (including reasonable and documented 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 (including with respect to investigative, arising out of matters existing or occurring at or prior to the Effective Time (including this Agreement and the transactions and actions contemplated hereby)), arising out of the fact that such Indemnified Party is or was a director, officer, employee or agent of the Company, or is or was serving at the request of the Company as a director, officer, employee or agent of another Person prior to the Effective Time, in each case, whether asserted or claimed prior to, at or after the Effective Time, to the fullest extent that the Company would have been permitted under Ohio Law, any applicable indemnification agreement to which such Person is a party, the Company Articles Delaware Law and its Certificate of Incorporation or Company Code of Regulations Bylaws in effect on the date of this Agreement hereof to indemnify such Person (and Parent and the Surviving Company shall also advance expenses as incurred to the fullest extent permitted under applicable Law; Law provided that the Person to whom expenses are advanced shall provide provides a written affirmation of his or her good faith belief that the standard of conduct necessary for indemnification has been met, and an undertaking to repay such advances if it is ultimately determined that such Person is not entitled to indemnification). (b) Any Indemnified Party wishing to claim indemnification under paragraph (a) of this Section 7.10, 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 as the indemnifying party. 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 Parent shall ensure 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 elects not to assume such defense, or if counsel for the Indemnified Parties advises that there are issues that raise conflicts of interest between Parent or the Surviving Corporation and the Indemnified Parties, the Indemnified Parties may retain counsel satisfactory to them, and Parent or the Surviving Corporation shall pay all reasonable fees and expenses of such counsel for the Indemnified Parties promptly as detailed statements therefor are received; provided, however, that Parent 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, (ii) the Indemnified Parties 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, which consent shall not be unreasonably withheld; and 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 and non-appealable, that the organizational documents indemnification of such Indemnified Party in the manner contemplated hereby is prohibited by applicable Law. (c) Parent shall, or shall cause the Surviving Company shallCorporation to, maintain in effect for a period of six (6) years from and after the Effective TimeTime the Company's existing directors' and officers' liability insurance policy (provided that Parent may substitute therefor (i) policies of at least the same coverage and amounts, contain provisions containing terms and conditions that are no less favorable advantageous, which policies are issued by an issuer with respect a claims-paying rating at least equal to indemnificationthat of the issuer of the existing policies of the Company, advancement of expenses and exculpation of present and former directors, officers, employees and agents or (ii) with the consent of the Company and its Subsidiaries than are presently set forth in the Company Articles of Incorporation and Company Code of Regulations. Any right of indemnification of an Indemnified Party pursuant to this Section 6.12 shall not be amended, repealed or otherwise modified at any time in a manner that would adversely affect the rights of such Indemnified Party as provided herein. (b) Prior given prior to the Effective Time, the Company shall and, if the Company is unable to, Parent shall cause the Surviving Company as of the Effective Time 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 from an insurance carrier with the same or better credit rating as the Company’s current insurance carrier any other policy with respect to 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 Company’s existing policies with respect to matters existing claims arising from facts or occurring events that occurred at or prior to the Effective Time and covering persons who are currently covered by such insurance (including and the Company shall cooperate prior to the Effective Time in connection with this Agreement or the transactions or actions contemplated herebythese efforts); provided, however that neither Parent nor the Surviving Corporation shall be obligated to make premium payments in no event shall each year of such six-year period in respect of such policy (or coverage replacing such policy) exceeding, for the Company expend for such policies an annual premium amount in excess of three hundred percent (300%) portion related to the Company's directors and officers, 200% of the annual premiums currently paid by premium payments on the Company for such insurance. If the Company for any reason fails to obtain such “tail” insurance policies as of the Effective Time, the Surviving Company shall, and Parent shall cause the Surviving Company to, continue to maintain Company's current policy in effect for a period of at least six (6) years from and after the Effective Time the D&O Insurance in place as of the date of this Agreement with benefits and levels of coverage at least as favorable as provided in (the Company’s existing policies as "Maximum D&O Premium"). If the amount of the date of this Agreement, premiums necessary to maintain or the Surviving Company shall, and Parent shall cause the Surviving Company 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 the Company expend, or Parent or the Surviving Company be required to expend for such policies, an annual amount in excess of three hundred percent (300%) of the annual premiums currently paid by the Company for such insurance; and, provided, further that if the premium for procure such insurance coverage exceeds such amountthe Maximum D&O Premium, Parent shall use all commercially reasonable efforts to maintain the Surviving Company shall obtain a policy with the greatest coverage available most advantageous policies of directors' and officers' liability insurance obtainable for a cost not exceeding such amount. (c) If Parent or any of its successors or assigns (i) shall consolidate with or merge into any other corporation or entity and shall not be premium equal to the continuing or surviving corporation or entity of such consolidation or merger or (ii) shall transfer all or substantially all of its properties and assets to any individual, corporation or other entity, then and in each such case proper provisions shall be made so that the successors and assigns of Parent shall assume all of the obligations of Parent set forth in this Section 6.12Maximum D&O Premium. (d) The provisions of this Section 6.12 are intended to be for the benefit of, and shall be enforceable by, each of the Indemnified Parties, their heirs and their legal representatives. The rights of each Indemnified Party under this Section 6.12 shall be in addition to any rights such individual may have under Ohio Law, any applicable indemnification agreement to which such Person is a party, the Company Articles of Incorporation or the Company Code of Regulations. (e) Neither of Parent or the Surviving Company shall settle, compromise or consent to the entry of any judgment in any threatened or actual Proceeding for which indemnification could be sought by an Indemnified Party hereunder, unless such settlement, compromise or consent includes an unconditional release of such Indemnified Party from all liability arising out of such Proceeding or such Indemnified Party otherwise consents in writing (such consent not to be unreasonably withheld or delayed) to such settlement, compromise or consent. (f) Nothing in this Agreement is intended to, shall be construed to or shall release, waive or impair any rights to directors’ and officers’ insurance claims under any policy that is or has been in existence with respect to the Company or any of its Subsidiaries for any of their respective directors, officers or other employees, it being understood and agreed that the indemnification provided for in this Section 6.12 is not prior to or in substitution for any such claims under such policies.

Indemnification; Directors’ and Officers’ Insurance. (a) From and after the Effective Time, Parent shall, and shall cause the Surviving Company to, PSC agrees that it will indemnify and hold harmless each present and former director and officer of Percon (when acting in such capacity) (each, an "Indemnified Party" and, collectively, the Company determined as of the Effective Time (the “"Indemnified Parties”), ") against any costs or expenses (including including, without limitation, reasonable attorneys' fees, costs of investigation and documented attorneys’ feesfees of other advisers and experts), 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 (including with respect to investigative, including, without limitation, claims, actions, suits, proceedings or investigations by or on behalf of any present or former shareholder of Percon, arising out of matters existing or occurring at or prior to the Effective Time (including this Agreement and the transactions and actions contemplated hereby)), arising out of the fact that such Indemnified Party is or was a director, officer, employee or agent of the Company, or is or was serving at the request of the Company as a director, officer, employee or agent of another Person prior to before the Effective Time, in each case, whether asserted or claimed prior tobefore, at or after the Effective Time, to the fullest extent that the Company Percon would have been permitted under Ohio Law, any applicable indemnification agreement to which such Person is a party, the Company WBCA and its Articles of Incorporation or Company Code of Regulations Bylaws in effect on the date of this Agreement hereof to indemnify such Person person (and Parent and the Surviving Company PSC shall also advance expenses as incurred to the fullest extent permitted under applicable Lawlaw; provided that the Person person to whom expenses are advanced shall provide provides a written affirmation of his or her good faith belief that the standard of conduct necessary for indemnification has been met, and an undertaking to repay such the advances if it is ultimately determined that such Person the person is not entitled to indemnification). (b) Any Indemnified Party wishing to claim indemnification under subsection (a) of this Section 5.10, upon learning of any such claim, action, suit, proceeding or investigation, shall promptly notify PSC thereof, but the failure to so notify shall not relieve PSC of any liability it may have to the Indemnified Party if the failure does not materially prejudice the indemnifying party. Parent In the event of any such claim, action, suit, proceeding or investigation (whether arising before or after the Effective Time), (i) PSC or the Surviving Corporation shall ensure have the right to assume the defense thereof and PSC shall not be liable to the Indemnified Parties for any legal expenses of other counsel or any other expenses subsequently incurred by the Indemnified Parties in connection with the defense thereof, except that if PSC or the Surviving Corporation elects not to assume the defense or counsel for the Indemnified Parties advises that there are issues that raise conflicts of interest between PSC or the Surviving Corporation and the Indemnified Parties, the Indemnified Parties may retain counsel satisfactory to them, and PSC or the Surviving Corporation shall pay all reasonable fees and expenses of the counsel for the Indemnified Parties promptly as statements therefor are received; provided, however, that PSC shall be obligated pursuant to this subsection (b) to pay for only one firm of counsel for all Indemnified Parties in any jurisdiction unless the use of one counsel for the Indemnified Parties would present the counsel with a conflict of interest, (ii) the Indemnified Parties will cooperate in the defense of any such matter and (iii) PSC shall not be liable for any settlement effected without its prior written consent; and provided, further, that PSC shall not have any obligation hereunder to any indemnified Party if and when a court of competent jurisdiction shall ultimately determine, and the determination shall have become final and non-appealable, that the organizational documents indemnification of the Indemnified Party in the manner contemplated hereby is prohibited by applicable law. (c) The Surviving Company shall, Corporation shall maintain Percon's existing officers' and directors' liability insurance for a period of six (6) years from and after the Effective Time; provided, contain provisions no less favorable with respect to indemnificationhowever, advancement of expenses that if the existing officers' and exculpation of present directors' insurance expires, is terminated or canceled during such six-year period, then the Surviving Corporation will obtain officers' and former directors, officers, employees and agents of ' liability insurance for the Company and its Subsidiaries than are presently set forth in the Company Articles of Incorporation and Company Code of Regulations. Any right of indemnification of an Indemnified Party pursuant to this Section 6.12 shall not be amended, repealed or otherwise modified at any time in a manner that would adversely affect the rights remainder of such Indemnified Party as provided herein. (b) Prior to the Effective Time, the Company shall and, if the Company is unable to, Parent shall cause the Surviving Company as of the Effective Time 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 from an insurance carrier with the same or better credit coverage and amounts, containing terms and conditions that are not less advantageous to the Indemnified Parties and that is issued by an insurer having a claims-paying 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 coverage at least as favorable good 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 or the transactions or actions contemplated hereby); provided, however that in no event shall the Company expend for such policies an annual premium amount in excess of three hundred percent (300%) rating of the annual premiums currently paid by the Company for such insurance. If the Company for any reason fails to obtain such “tail” insurance policies as issuer of the Effective Time, the Surviving Company shall, and Parent shall cause the Surviving Company to, continue to maintain in effect for a period of at least six (6) years from and after the Effective Time the D&O Insurance in place as of the date of this Agreement with benefits and levels of coverage at least as favorable as provided in the Company’s Percon's existing policies as of the date of this Agreement, or the Surviving Company shall, and Parent shall cause the Surviving Company 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 the Company expend, or Parent or the Surviving Company be required to expend for such policies, an annual amount in excess of three hundred percent (300%) of the annual premiums currently paid by the Company for such insurance; and, provided, further that if the premium for such insurance coverage exceeds such amount, the Surviving Company shall obtain a policy with the greatest coverage available for a cost not exceeding such amount. (c) If Parent or any of its successors or assigns (i) shall consolidate with or merge into any other corporation or entity and shall not be the continuing or surviving corporation or entity of such consolidation or merger or (ii) shall transfer all or substantially all of its properties and assets to any individual, corporation or other entity, then and in each such case proper provisions shall be made so that the successors and assigns of Parent shall assume all of the obligations of Parent set forth in this Section 6.12policy. (d) The provisions of this Section 6.12 5.10 are intended to be for the benefit of, and shall be enforceable by, each of the Indemnified Parties, their heirs and their representatives. The rights of each Indemnified Party under this Section 6.12 shall be in addition to any rights such individual may have under Ohio Law, any applicable indemnification agreement to which such Person is a party, the Company Articles of Incorporation or the Company Code of Regulations. (e) Neither of Parent or the Surviving Company shall settle, compromise or consent to the entry of any judgment in any threatened or actual Proceeding for which indemnification could be sought by an Indemnified Party hereunder, unless such settlement, compromise or consent includes an unconditional release of such Indemnified Party from all liability arising out of such Proceeding or such Indemnified Party otherwise consents in writing (such consent not to be unreasonably withheld or delayed) to such settlement, compromise or consent. (f) Nothing in this Agreement is intended to, shall be construed to or shall release, waive or impair any rights to directors’ and officers’ insurance claims under any policy that is or has been in existence with respect to the Company or any of its Subsidiaries for any of their respective directors, officers or other employees, it being understood and agreed that the indemnification provided for in this Section 6.12 is not prior to or in substitution for any such claims under such policies.

Indemnification; Directors’ and Officers’ Insurance. (a) From and after the Effective Time, Parent shall, and shall cause the Surviving Company to, Corporation shall indemnify and hold harmless harmless, to the fullest extent permitted under applicable Law, each present and former director and officer of the Company or its Subsidiary (in each case, when acting in such capacity) determined as of the Effective Time (the “Indemnified Parties”), against any and all costs or expenses (including reasonable and documented attorneys’ fees), judgments, fines, losses, claims, damages or damages, liabilities and amounts paid in settlement incurred in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative (including with respect to Proceeding arising out of matters existing or occurring at or prior to the Effective Time (including this Agreement and the transactions and actions contemplated hereby)), arising out of the fact that such Indemnified Party is or was a director, officer, employee or agent of the Company, or is or was serving at the request of the Company as a director, officer, employee or agent of another Person prior to the Effective Time, in each case, whether asserted or claimed prior to, at or after the Effective Time, to including the fullest extent that the Company would have been permitted under Ohio Law, any applicable indemnification agreement to which such Person is a partyOffer, the Company Articles of Incorporation or Company Code of Regulations in effect on Merger and the date of this Agreement to indemnify such Person (other Transactions; and Parent and or the Surviving Company Corporation shall also advance to the Indemnified Parties all reasonable costs and expenses as incurred in such Proceeding to the fullest extent permitted under applicable Law; , provided that the Person to whom expenses are advanced shall provide provides an undertaking to repay such advances if it is ultimately finally determined by a court of competent jurisdiction that such Person is not entitled to indemnification). Parent shall ensure that the organizational documents of the Surviving Company shall, for a period of six (6) years from and after the Effective Time, contain provisions no less favorable with respect to indemnification, advancement of expenses and exculpation of present and former directors, officers, employees and agents of the Company and its Subsidiaries than are presently set forth in the Company Articles of Incorporation and Company Code of Regulations. Any right of indemnification of an Indemnified Party pursuant to this Section 6.12 shall not be amended, repealed or otherwise modified at any time in a manner that would adversely affect the rights of such Indemnified Party as provided herein. (b) Any Indemnified Party wishing to claim indemnification under Section 5.10(a), 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 or the Surviving Corporation 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) Parent or 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 Parent or the Surviving Corporation elects not 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 Parent or the Surviving Corporation shall pay all reasonable fees and expenses of such counsel for the Indemnified Parties promptly as statements therefor are received; provided, however, that Parent and the Surviving Corporation shall be obligated pursuant to this Section 5.10(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 shall 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; 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, that the indemnification of such Indemnified Party in the manner contemplated hereby is prohibited by applicable Law. (c) Prior to the Effective Acceptance Time, the Company shall and, use its reasonable best efforts to (and if the Company is unable to, Parent shall cause the Surviving Company Corporation as of the Effective Time to, ) obtain and fully pay for “tail” insurance policies (providing only for the Side A coverage for Indemnified Parties where the existing policies also include Side B coverage for the Company) with a claims period of at least six (6) years from and after the Effective Acceptance Time from an insurance carrier with the same or better credit rating as the Company’s current insurance carrier with respect to directors’ and officers’ liability insurance and fiduciary liability insurance (collectively, “D&O Insurance”) with 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 Acceptance Time (including in connection with this Agreement or the transactions Transactions or actions contemplated hereby); provided, however however, that in no event such “tail” insurance policies shall not require the Company expend for such policies payment of an annual aggregate premium amount in excess of three hundred percent (300%) of the aggregate annual premiums currently premium most recently paid by the Company for such insuranceprior to the date hereof to maintain the D&O Insurance. If the Company and the Surviving Corporation shall for any reason fails fail to obtain such “tail” insurance policies as of the Effective Acceptance Time, the Surviving Company Corporation shall, and Parent shall cause the Surviving Company Corporation to, continue to maintain in effect for a period of at least six (6) years from and after the Effective Acceptance Time the D&O Insurance in place as of the date of this Agreement hereof with benefits and levels of coverage at least as favorable as that provided in under the Company’s existing policies as of the date of this Agreementhereof, or the Surviving Company Corporation shall, and Parent shall cause the Surviving Company Corporation to, use reasonable best efforts to purchase comparable D&O Insurance for such six-year six (6)-year period with benefits and levels of coverage at least as favorable as provided in under the Company’s existing policies as of the date of this Agreementhereof; provided, however however, that in no event shall the Company expend, or neither Parent or nor the Surviving Company Corporation shall be required to expend pay an aggregate annual premium for such policies, an annual amount D&O Insurance or comparable D&O Insurance in excess of three hundred percent (300%) of the aggregate annual premiums currently premium most recently paid by the Company for such insurance; and, provided, further that if prior to the premium for such insurance coverage exceeds such amount, date hereof to maintain the Surviving Company shall obtain a policy with the greatest coverage available for a cost not exceeding such amountD&O Insurance. (cd) If Parent or the Surviving Corporation or any of its their respective successors or assigns (i) shall consolidate with or merge into any other corporation or entity and shall not be the continuing or surviving corporation or entity of such consolidation or merger or (ii) shall transfer all or substantially all of its properties and assets to any individualPerson, corporation or other entitythen, then and in each such case case, proper provisions shall be made so that the successors and assigns of Parent or the Surviving Corporation shall assume all of the obligations of Parent set forth in this Section 6.125.10. (de) The provisions of this Section 6.12 5.10 shall survive the consummation of the Offer and the Merger and are intended to be for the benefit of, and shall be enforceable by, each of the Indemnified Parties, their heirs each of whom is an intended third-party beneficiary of this Agreement. The obligations of Parent and their representatives. Merger Sub under this Section 5.10 shall not be terminated or modified in such a manner as to adversely affect the rights of any Indemnified Party to whom this Section 5.10 applies unless (i) such termination or modification is required by applicable Law or (ii) the affected Indemnified Party shall have consented in writing to such termination or modification. (f) The rights of each the Indemnified Party Parties under this Section 6.12 5.10 shall be in addition to any rights such individual Indemnified Parties may have under Ohio Law, any applicable indemnification agreement to which such Person is a party, the Company Articles certificate of Incorporation incorporation or the Company Code bylaws or comparable governing documents of Regulations. (e) Neither of Parent or the Surviving Company shall settle, compromise or consent to the entry of any judgment in any threatened or actual Proceeding for which indemnification could be sought by an Indemnified Party hereunder, unless such settlement, compromise or consent includes an unconditional release of such Indemnified Party from all liability arising out of such Proceeding or such Indemnified Party otherwise consents in writing (such consent not to be unreasonably withheld or delayed) to such settlement, compromise or consent. (f) Nothing in this Agreement is intended to, shall be construed to or shall release, waive or impair any rights to directors’ and officers’ insurance claims under any policy that is or has been in existence with respect to the Company or its Subsidiary, or under any of its Subsidiaries for any of their respective directors, officers applicable Contracts or other employees, it being understood applicable Law. Parent and agreed Merger Sub hereby agree that the Charter and Bylaws shall contain provisions for indemnification, advancement of expenses and exculpation of directors no less favorable to the Indemnified Parties (and employees and agents of the Company and its Subsidiary to the fullest extent indemnification provided for and advancement of expenses are afforded to such persons under the Company’s and its Subsidiary’s certificate of incorporation and bylaws or comparable governing documents) than such provisions as are presently contained in this Section 6.12 is not prior to the certificate of incorporation and bylaws or in substitution for any such claims under such policiescomparable governing documents of the Company and its Subsidiary.

Indemnification; Directors’ and Officers’ Insurance. (a) From and after the Effective Time, Parent shall, and the Mutual Group shall cause the Surviving Company to, Corporation to indemnify and hold harmless each present and former director and officer of the Company and its Subsidiaries (in each case, when acting in such capacity), determined as of the Effective Time (the “Indemnified Parties”), against any costs or expenses (including reasonable and documented 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 (including with respect to investigative, arising out of matters existing or occurring at or prior to the Effective Time (including this Agreement and the transactions and actions contemplated hereby)), arising out of the fact that such Indemnified Party is or was a director, officer, employee or agent of the Company, or is or was serving at the request of the Company as a director, officer, employee or agent of another Person prior to the Effective Time, in each case, whether asserted or claimed prior to, at or after the Effective Time, to the fullest extent that the Company would have been permitted under Ohio Law, any applicable indemnification agreement to which such Person is a party, the Company Articles Delaware Law and its certificate of Incorporation or Company Code of Regulations incorporation and by-laws in effect on the date of this Agreement hereof to indemnify such Person (and Parent and the Surviving Company Corporation shall also advance expenses as incurred to the fullest extent permitted under applicable Lawand in accordance with the provisions of the Company’s certificate of incorporation and by-laws in effect on the date hereof; provided that any determination required to be made with respect to whether an officer’s or director’s conduct complies with the Person standards set forth under the Company’s by-laws shall be made by independent counsel selected by the Indemnified Party (such independent counsel to whom expenses are advanced shall provide an undertaking be reasonably acceptable to repay such advances if it is ultimately determined that such Person is not entitled to indemnification). Parent shall ensure that the organizational documents of the Surviving Company shallCorporation). (b) Any Indemnified Party wishing to claim indemnification under paragraph (a) of this Section 7.9, for a period upon learning of six any such claim, action, suit, proceeding or investigation, shall promptly notify the Surviving Corporation thereof, but the failure to so notify shall not relieve the Surviving Corporation of any liability it may have to such Indemnified Party except to the extent such failure materially prejudices the indemnifying party and then only to such extent. In the event of any such claim, action, suit, proceeding or investigation (6) years from and whether arising before or after the Effective Time), contain provisions no less favorable (i) 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 respect the defense thereof, except that if the Surviving Corporation elects not to indemnificationassume such defense, advancement or counsel for the Indemnified Parties advises that there are issues that raise conflicts of interest between the Surviving Corporation and the Indemnified Parties, the Indemnified Parties may retain counsel satisfactory to them, and the Surviving Corporation shall pay all reasonable fees and expenses and exculpation of present and former directorssuch counsel for the Indemnified Parties promptly as statements therefor are received; provided, officershowever, employees and agents of that the Company and its Subsidiaries than are presently set forth in the Company Articles of Incorporation and Company Code of Regulations. Any right of indemnification of an Indemnified Party Surviving Corporation shall be obligated pursuant to this Section 6.12 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 smallest 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 to the extent reasonable; and (iii) the Surviving Corporation shall not be amendedliable for any settlement effected without its prior written consent; and provided further that the Surviving Corporation shall not have any obligation hereunder to any Indemnified Party if and when a court of competent jurisdiction shall ultimately determine, repealed or otherwise modified at any time in a manner and such determination shall have become final, that would adversely affect the rights indemnification of such Indemnified Party as provided hereinin the manner contemplated hereby is prohibited by applicable Law or the Company’s certificate of incorporation and by-laws in effect on the date hereof. (bc) Prior to the Effective Time, the Company shall andcause, and if the Company is unable to, Parent the Mutual Group shall cause cause, the Surviving Company Corporation as of the Effective Time 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 from an insurance carrier with the same or better credit rating as the Company’s current insurance carrier with respect to directors’ and officers’ liability insurance and fiduciary liability insurance (collectively, “D&O Insurance”) with 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 or the transactions or actions contemplated hereby); provided, however that in no event shall the Company expend for such policies an annual premium amount in excess of three hundred percent (300%) of the annual premiums currently paid by the Company for such insurance. If the Company and the Surviving Corporation for any reason fails fail to obtain such “tail” insurance policies as of the Effective Time, the Surviving Company Corporation shall, and Parent the Mutual Group shall cause the Surviving Company Corporation to, continue to maintain in effect for a period of at least six (6) years from and after the Effective Time the D&O Insurance in place as of the date of this Agreement hereof with benefits and levels of coverage at least as favorable as provided in the Company’s existing policies as of the date of this Agreementhereof, or the Surviving Company Corporation shall, and Parent the Mutual Group shall cause the Surviving Company Corporation to, use reasonable best efforts to purchase comparable D&O Insurance for such six-six (6) year period with benefits and levels of coverage at least as favorable as provided in the Company’s existing policies as of the date of this Agreementhereof; provided, however however, that in no event shall the Company expend, or Parent or the Surviving Company Corporation be required to expend for such policies, any D&O Insurance required by this Section 7.9(c) an annual premium amount in excess of three hundred percent (300%) 250% of the annual premiums currently paid by the Company for such insurance; and, provided, and provided further that if the premium for annual premiums of such insurance coverage exceeds exceed such amount, the Surviving Company Corporation shall obtain a policy with the greatest coverage available for a cost not exceeding such amount. (cd) If Parent the Surviving Corporation or any of its successors or assigns (i) shall consolidate with or merge into any other corporation or entity Person and shall not be the continuing or surviving corporation or entity of such consolidation or merger merger, or (ii) shall transfer all or substantially all of its properties and assets to any individualPerson, corporation or other entitythen, then and in each such case case, proper provisions shall be made so that the successors and assigns of Parent the Surviving Corporation shall assume all of the obligations of Parent the Surviving Corporation set forth in this Section 6.127.9. (de) The provisions of this Section 6.12 7.9 are intended to be for the benefit of, and shall be enforceable by, each of the Indemnified Parties, their heirs and their representatives. . (f) The rights of each the Indemnified Party Parties under this Section 6.12 7.9 shall be in addition to any rights such individual Indemnified Parties may have under Ohio Law, any applicable indemnification agreement to which such Person is a party, the Company Articles certificate of Incorporation incorporation or the Company Code by-laws of Regulations. (e) Neither of Parent or the Surviving Company shall settle, compromise or consent to the entry of any judgment in any threatened or actual Proceeding for which indemnification could be sought by an Indemnified Party hereunder, unless such settlement, compromise or consent includes an unconditional release of such Indemnified Party from all liability arising out of such Proceeding or such Indemnified Party otherwise consents in writing (such consent not to be unreasonably withheld or delayed) to such settlement, compromise or consent. (f) Nothing in this Agreement is intended to, shall be construed to or shall release, waive or impair any rights to directors’ and officers’ insurance claims under any policy that is or has been in existence with respect to the Company or any of its Subsidiaries for Subsidiaries, or under any of their respective directors, officers applicable Contracts or other employees, it being understood and agreed that the indemnification provided for in this Section 6.12 is not prior to or in substitution for any such claims under such policiesLaws.

Indemnification; Directors’ and Officers’ Insurance. (a) From --------------------------------------------------- and after the Effective Time, Parent shallPurchaser agrees that it will (i) to the fullest extent that the Company would have been permitted under Delaware law and the Certificate or the Company's Bylaws in effect on the date hereof, and shall (ii) cause the Surviving Company toCorporation, to the fullest extent permitted under Delaware law, to indemnify and hold harmless each present and former director and officer of the Company Company, determined as of the Effective Time (the “"Indemnified Parties”"), against any costs or expenses (including reasonable and documented -------------------- 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 (including with respect to investigative, arising out of matters existing or occurring at or prior to the Effective Time (including this Agreement and the transactions and actions contemplated hereby)), arising out of the fact that such Indemnified Party is or was a director, officer, employee or agent of the Company, or is or was serving at the request of the Company as a director, officer, employee or agent of another Person prior to the Effective Time, in each case, whether asserted or claimed prior to, at or after the Effective Time, to the fullest extent that the Company would have been permitted under Ohio Law, any applicable indemnification agreement to which such Person is a party, the Company Articles of Incorporation or Company Code of Regulations in effect on the date of this Agreement to indemnify such Person (and Parent and the Surviving Company Purchaser shall also advance expenses as incurred to the fullest extent permitted under applicable Law; law provided that the Person person to whom expenses are advanced shall provide provides an undertaking to repay such advances if it is ultimately determined that such Person person is not entitled to indemnification); provided that -------- if there is any disagreement between any Indemnified Party and the Merger Sub or Purchaser with respect to whether an officer's or director's conduct complies with the standards set forth under Delaware law and the Certificate and the Company's Bylaws, such determination shall be made by independent counsel selected by the Surviving Corporation. Parent shall ensure that the organizational documents The indemnification provisions of Article X and Article XI of the Surviving Bylaws of the Company shallshall not be amended, modified or repealed for a period of six (6) years from and after the Effective Time, contain provisions no less favorable with respect to indemnification, advancement of expenses and exculpation of present and former directors, officers, employees and agents of the Company and its Subsidiaries than are presently set forth Time in the Company Articles of Incorporation and Company Code of Regulations. Any right of indemnification of an Indemnified Party pursuant to this Section 6.12 shall not be amended, repealed or otherwise modified at any time in a manner that would adversely affect the rights thereunder of such Indemnified Party as provided hereinindividuals who at the Effective Time were officers, directors or employees of the Company. (b) Prior Any Indemnified Party wishing to claim indemnification under paragraph (a) of this Section 7.9, upon learning of any such claim, action, suit, proceeding or investigation, shall promptly notify Purchaser thereof but failure to so notify will not relieve Purchaser of liability except to the extent Purchaser is materially adversely affected thereby. In the event of any such claim, action, suit, proceeding or investigation (whether arising before or after the Effective Time), the Company shall and, if the Company is unable to, Parent shall cause (i) Purchaser or the Surviving Company as Corporation shall have the right to assume the defense thereof and Purchaser shall not be liable to such Indemnified Parties for any legal expenses of the Effective Time 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 from an insurance carrier with the same other counsel 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 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 any other expenses subsequently incurred by such Indemnified Parties in connection with this Agreement the defense thereof, except that if Purchaser or the transactions Surviving Corporation elects not to assume such defense or actions contemplated hereby)counsel for the Indemnified Parties advises that, in such counselor's reasonable judgment, there are issues that constitute conflicts of interest between Purchaser or the Surviving Corporation and the Indemnified Parties, the Indemnified Parties may retain counsel satisfactory to them, and Purchaser or the Surviving Corporation shall pay all reasonable fees and expenses of such counsel for the Indemnified Parties promptly as statements therefor are received; provided, however however, that Purchaser shall be obligated -------- ------- pursuant to this paragraph (b) to pay for only one firm of counsel for all Indemnified Parties in no event any jurisdiction, (ii) the Indemnified Parties will cooperate in the defense of any such matter and (iii) Purchaser shall the Company expend for such policies an annual premium amount in excess of three hundred percent (300%) of the annual premiums currently paid by the Company for such insurance. If the Company not be liable for any reason fails settlement effected without its prior written consent; and provided further that Purchaser shall not have any obligation hereunder to obtain such “tail” insurance policies as any Indemnified Party when and if a court of the Effective Time, the Surviving Company shallcompetent jurisdiction shall ultimately determine, and Parent such determination shall cause have become final, that the Surviving Company to, continue to maintain in effect for a period indemnification 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 such Indemnified Party in the Company’s existing policies as of the date of this Agreement, or the Surviving Company shall, and Parent shall cause the Surviving Company 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 the Company expend, or Parent or the Surviving Company be required to expend for such policies, an annual amount in excess of three hundred percent (300%) of the annual premiums currently paid manner contemplated hereby is prohibited by the Company for such insurance; and, provided, further that if the premium for such insurance coverage exceeds such amount, the Surviving Company shall obtain a policy with the greatest coverage available for a cost not exceeding such amountapplicable law. (c) Purchaser shall cause the Surviving Corporation either (i) to maintain the Company's existing officers' and directors' liability insurance (or equivalent thereof) ("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 an amount (the "D&O Premium") equal to 150% of the last annual premium paid prior ----------- to the date hereof; provided, however, if the existing D&O Insurance expires, is -------- ------- terminated or canceled during such six year period, the Surviving Corporation will use its best efforts to obtain as much D&O Insurance as can be obtained for the remainder of such period for a premium not in excess (on an annualized basis) of the D&O Premium or (ii) purchase tail insurance in respect of the existing D&O Insurance for six years for a premium not to exceed $1,000,000. (d) If Parent the Surviving Corporation or any of its successors or assigns (i) shall consolidate with or merge into any other corporation or entity and shall not be the continuing or surviving corporation or entity of such consolidation or merger or (ii) shall transfer all or substantially all of its properties and assets to any individual, corporation or other entity, then and in each such case case, proper provisions shall be made so that the successors and assigns of Parent the Surviving Corporation shall assume all of the obligations of Parent set forth in Section 7.8 and this Section 6.127.9. (de) The provisions of this Section 6.12 7.9 are intended to be for the benefit of, and shall be enforceable by, each of the Indemnified Parties, their heirs and their representatives. The rights of each Indemnified Party under this Section 6.12 shall be in addition to any rights such individual may have under Ohio Law, any applicable indemnification agreement to which such Person is a party, the Company Articles of Incorporation or the Company Code of Regulations. (e) Neither of Parent or the Surviving Company shall settle, compromise or consent to the entry of any judgment in any threatened or actual Proceeding for which indemnification could be sought by an Indemnified Party hereunder, unless such settlement, compromise or consent includes an unconditional release of such Indemnified Party from all liability arising out of such Proceeding or such Indemnified Party otherwise consents in writing (such consent not to be unreasonably withheld or delayed) to such settlement, compromise or consent. (f) Nothing in this Agreement is intended to, shall be construed to or shall release, waive or impair any rights to directors’ and officers’ insurance claims under any policy that is or has been in existence with respect to the Company or any of its Subsidiaries for any of their respective directors, officers or other employees, it being understood and agreed that the indemnification provided for in this Section 6.12 is not prior to or in substitution for any such claims under such policies.

Indemnification; Directors’ and Officers’ Insurance. (a) From and after the Effective Time, Parent shall, and shall cause the Surviving Company Corporation to, indemnify and hold harmless each present and former director and officer of the Company (when acting in such capacity) determined as of the Effective Time (the “Indemnified Parties”), against any costs or expenses (including reasonable and documented attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative (including with respect investigative, arising out of or pertaining to matters existing or occurring at or prior to the Effective Time (including this Agreement and the transactions and actions contemplated hereby)), arising out of the fact that such Indemnified Party is or was a director, officer, employee or agent of the Company, or is or was serving at the request of the Company as a director, officer, employee or agent of another Person prior to the Effective Time, in each case, whether asserted or claimed prior to, at or after the Effective Time, to the fullest extent that the Company would have been permitted obligated to indemnify such Indemnified Parties at the date of this Agreement under Ohio Law, any applicable indemnification agreement to which such Person is a party, the Company Articles its certificate of Incorporation incorporation or Company Code of Regulations by-laws in effect on the date of this Agreement Agreement. Parent hereby assumes, and shall cause the Surviving Corporation to assume, all obligations of the Company to indemnify the Indemnified Parties for acts or omissions occurring at or prior to the Effective Time as provided in the respective certificate of incorporation or by-laws (or comparable organizational documents) of the Company or any of its Subsidiaries as now in effect, and any indemnification agreements or arrangements of the Company or any of its Subsidiaries shall survive the Merger and shall continue in full force and effect in accordance with their terms. Such rights shall not be amended, or otherwise modified in any manner that would adversely affect the rights of the Indemnified Parties, unless such Person (and modification is required by Law. Parent and or the Surviving Company Corporation shall also advance expenses as incurred to the fullest extent permitted required under applicable Lawsuch instruments as in effect on the date of this Agreement; provided that the Person to whom expenses are advanced shall provide provides an undertaking to repay such advances if it is ultimately determined that such Person is not entitled to indemnification. (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 and the Surviving Corporation thereof, but the failure to so notify shall not relieve Parent and the Surviving Corporation of any liability they may have to such Indemnified Party except to the extent failure prejudices Parent or the Surviving Corporation, as the case may be. 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 Parent and the Surviving Corporation shall not be liable to such Indemnified Party for any legal expenses of other counsel or any other expenses subsequently incurred by such Indemnified Party in connection with the defense thereof, except that if Parent or the Surviving Corporation elects not to assume such defense or counsel for the Indemnified Party advises that there are issues which raise conflicts of interest between the Parent or the Surviving Corporation and the Indemnified Party, the Indemnified Party may retain counsel satisfactory to them, and Parent or the Surviving Corporation shall pay all reasonable fees and expenses of such counsel for the Indemnified Party promptly as statements therefor are received; provided, however, that Parent and the Surviving Corporation shall be obligated pursuant to this paragraph (b) to pay for no more than one firm of counsel (other than local counsel) for all Indemnified Parties, unless such counsel concludes in good faith that actual or potential conflicts of interest or differing claims against or potential defenses available to multiple Indemnified Parties make representation of all Indemnified Parties by a single counsel inappropriate, (ii) the Indemnified Party will cooperate in full 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; 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, that the indemnification of such Indemnified Party in the manner contemplated hereby is prohibited by applicable Law. (c) Parent shall ensure that the organizational documents of cause the Surviving Company Corporation to, and the Surviving Corporation shall, maintain a policy of officers’ and directors’ liability insurance for acts and omissions occurring prior to the Effective Time (“D&O Insurance”) with coverage in amount and scope not less extensive than the Company’s existing directors’ and officers’ liability insurance coverage for a period of six (6) years from and after the Effective Time; provided, contain provisions no less favorable with respect however, that, if the aggregate premium therefor exceeds 250% of the last annual premium paid prior to indemnificationthe date of this Agreement (such amount, advancement of expenses and exculpation of present and former directors, officers, employees and agents as stated in Section 6.11(c) of the Company Disclosure Letter, the “Current Annual Premium”), the Surviving Corporation will use its commercially reasonable efforts to obtain D&O Insurance in such amount and its Subsidiaries than are presently set forth scope as can be obtained for an aggregate premium not in excess of 250% of the Current Annual Premium; and provided, further that in lieu of such coverage, Parent may substitute a prepaid “tail” policy for such coverage meeting the requirements of this Section 6.11(c), which it may cause the Company Articles of Incorporation and Company Code of Regulations. Any right of indemnification of an Indemnified Party pursuant to this Section 6.12 shall not be amended, repealed or otherwise modified at any time in a manner that would adversely affect obtain prior to the rights of such Indemnified Party as provided hereinClosing. (bd) Prior to the Effective Time, the Company shall and, if the Company is unable to, Parent shall cause the Surviving Company as of the Effective Time to, may make any arrangements necessary to obtain or continue such D&O Insurance with coverage in amount and fully pay for “tail” insurance policies with a claims period of at least six (6) years from and after the Effective Time from an insurance carrier with the same or better credit rating as scope comparable to the Company’s current insurance carrier with respect to existing 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 Company’s existing policies with respect to matters existing or occurring at or prior to the Effective Time (including in connection with this Agreement or the transactions or actions contemplated hereby); provided, however that in no event shall the Company expend for such policies an annual premium amount in excess of three hundred percent (300%) of the annual premiums currently paid by the Company for such insurance. If the Company for any reason fails to obtain such “tail” insurance policies as of the Effective Time, the Surviving Company shall, and Parent shall cause the Surviving Company to, continue to maintain in effect for a period of at least six (6) years from and after year period, including the Effective Time payment of a premium to 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 Company shall, and Parent shall cause the Surviving Company 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 Agreementapplicable insurance providers; provided, however however, that in no event shall the aggregate premium therefor may not exceed 250% of the Current Annual Premium and the Company expend, or Parent or shall use its commercially reasonable efforts to obtain the Surviving Company be required to expend lowest aggregate premium that is reasonably obtainable for such policies, an annual amount in excess of three hundred percent (300%) of the annual premiums currently paid by the Company for such insurance; and, provided, further that if the premium for such insurance coverage exceeds such amount, the Surviving Company shall obtain a policy with the greatest coverage available for a cost not exceeding such amountcoverage. (ce) If Parent or any of its successors or assigns (i) shall consolidate with or merge into any other corporation or entity and shall not be the continuing or surviving corporation or entity of such consolidation or merger or (ii) shall transfer all or substantially all of its properties and assets to any individual, corporation or other entity, then and in each such case case, proper provisions shall be made so that the successors and assigns of Parent shall assume all of the obligations of Parent set forth in this Section 6.12Section. (d) The provisions of this Section 6.12 are intended to be for the benefit of, and shall be enforceable by, each of the Indemnified Parties, their heirs and their representatives. The rights of each Indemnified Party under this Section 6.12 shall be in addition to any rights such individual may have under Ohio Law, any applicable indemnification agreement to which such Person is a party, the Company Articles of Incorporation or the Company Code of Regulations. (e) Neither of Parent or the Surviving Company shall settle, compromise or consent to the entry of any judgment in any threatened or actual Proceeding for which indemnification could be sought by an Indemnified Party hereunder, unless such settlement, compromise or consent includes an unconditional release of such Indemnified Party from all liability arising out of such Proceeding or such Indemnified Party otherwise consents in writing (such consent not to be unreasonably withheld or delayed) to such settlement, compromise or consent. (f) Nothing in this Agreement is intended to, shall be construed to or shall release, waive or impair any rights to directors’ and officers’ insurance claims under any policy that is or has been in existence with respect to the Company or any of its Subsidiaries for any of their respective directors, officers or other employees, it being understood and agreed that the indemnification provided for in this Section 6.12 is not prior to or in substitution for any such claims under such policies.

Indemnification; Directors’ and Officers’ Insurance. (a) From Parent agrees that, from and after the Effective Time, Parent shall, and shall it will cause the Surviving Company to, Corporation to indemnify and hold harmless each present and former director and officer of the Company (when acting in such capacity), determined as of the Effective Time (the “Indemnified Parties”), against any costs or expenses (including reasonable and documented attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative (including with respect to investigative, arising out of matters existing or occurring at or prior to the Effective Time (including this Agreement and the transactions and actions contemplated hereby)), arising out of the fact that such Indemnified Party is or was a director, officer, employee or agent of the Company, or is or was serving at the request of the Company as a director, officer, employee or agent of another Person prior to the Effective Time, in each case, whether asserted or claimed prior to, at or after the Effective Time, to the fullest extent that the Company would have been permitted to do so under Ohio Law, any applicable indemnification agreement Delaware Law and its certificate of incorporation or bylaws or pursuant to which such Person is a party, the Company Articles of Incorporation or Company Code of Regulations other agreements in effect on the date of this Agreement hereof to indemnify such Person (and Parent and the Surviving Company shall also advance expenses as incurred to the fullest extent permitted under applicable Law; , provided that the Person to whom expenses are advanced shall provide provides an undertaking to repay such advances if it is ultimately determined that such Person is not entitled to indemnification). (b) Any Indemnified Party wishing to claim indemnification under paragraph “(a)” of this Section 7.10, upon learning of any such claim, action, suit, proceeding or investigation, shall promptly notify Parent thereof. Parent 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 ensure 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, (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 its prior written consent; provided, however, that the organizational documents 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, that the indemnification of such Indemnified Party in the manner contemplated hereby is prohibited by applicable Law. (c) The Surviving Company shall, Corporation shall maintain the Company’s existing officers’ and directors’ liability insurance (“D&O Insurance”) for a period of six (6) years from and after the Effective Time, contain provisions no less favorable with respect Time so long as the annual premium therefor (on an annualized basis) is not in excess of 3.0 times the last annual premium paid prior to indemnification, advancement of expenses the date hereof and exculpation of present and former directors, officers, employees and agents set forth on Section 7.10(c) of the Company and its Subsidiaries than are presently set forth in Disclosure Schedule (the Company Articles of Incorporation and Company Code of Regulations. Any right of indemnification of an Indemnified Party pursuant “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 reasonable efforts to this Section 6.12 shall not obtain as much D&O Insurance as can be amended, repealed or otherwise modified at any time in a manner that would adversely affect obtained for the rights remainder of such Indemnified Party as provided herein. period for a premium not in excess (bon an annualized basis) Prior of 2.0 times the Current Premium. In lieu of maintaining such D&O Insurance, prior to the Effective Time, the Company shall andAcquired Companies may, if the Company is unable toat their option and expenses (following reasonable consultation with Parent), Parent shall cause the Surviving Company as of the Effective Time to, obtain and fully pay for purchase prepaid “tail” insurance for the Acquired Companies and their current and former officers, directors and employees who are covered by the policies with a claims period of at least six (6) 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 directors’ and officers’ liability insurance and fiduciary liability insurance (collectively, “D&O Insurance”) with benefits and levels of coverage at least as favorable as currently maintained by or for 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 or the transactions or actions contemplated hereby); provided, however that in no event shall the Company expend for such policies an annual premium amount in excess of three hundred percent (300%) benefit of the annual premiums currently paid by the Company for such insurance. If the Company for any reason fails to obtain such “tail” insurance policies as of the Effective Time, the Surviving Company shall, and Parent shall cause the Surviving Company to, continue to maintain in effect for a period of at least six (6) years from and after the Effective Time the D&O Insurance in place Acquired Companies 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 Company shall, and Parent shall cause the Surviving Company 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 the Company expend, or Parent or the Surviving Company be required to expend for such policies, an annual amount in excess of three hundred percent (300%) of the annual premiums currently paid by the Company for such insurance; and, provided, further that if the premium for such insurance coverage exceeds such amount, the Surviving Company shall obtain a policy with the greatest coverage available for a cost not exceeding period of six years from the Effective Time, such amount. (c) If Parent or any of its successors or assigns (i) shall consolidate with or merge into any other corporation or entity and shall not be tail insurance to provide coverage in an amount substantially equivalent to the continuing or surviving corporation or entity of such consolidation or merger or (ii) shall transfer all or substantially all of its properties and assets to any individual, corporation or other entity, then and in each such case proper provisions shall be made so that the successors and assigns of Parent shall assume all of the obligations of Parent set forth in this Section 6.12existing coverage. (d) The provisions of this Section 6.12 7.10 are intended to be for the benefit of, and shall be enforceable by, each of the Indemnified Parties, their heirs and their representatives. The rights of each Indemnified Party under this Section 6.12 shall be in addition to any rights such individual may have under Ohio Law, any applicable indemnification agreement to which such Person is a party, the Company Articles of Incorporation or the Company Code of Regulations. (e) Neither of Parent or the Surviving Company shall settle, compromise or consent to the entry of any judgment in any threatened or actual Proceeding for which indemnification could be sought by an Indemnified Party hereunder, unless such settlement, compromise or consent includes an unconditional release of such Indemnified Party from all liability arising out of such Proceeding or such Indemnified Party otherwise consents in writing (such consent not to be unreasonably withheld or delayed) to such settlement, compromise or consent. (f) Nothing in this Agreement is intended to, shall be construed to or shall release, waive or impair any rights to directors’ and officers’ insurance claims under any policy that is or has been in existence with respect to the Company or any of its Subsidiaries for any of their respective directors, officers or other employees, it being understood and agreed that the indemnification provided for in this Section 6.12 is not prior to or in substitution for any such claims under such policies.

Indemnification; Directors’ and Officers’ Insurance. (a) From and after the Effective TimeDate, Parent shall, and shall cause the Surviving Company to, Successor Bancshares will indemnify and hold harmless each present and former director and officer of Talbot Bancshares or the Company determined as of the Effective Time Talbot Subsidiaries (the “"Indemnified Parties”"), against any and all costs or expenses (including reasonable and documented attorneys’ ' fees), judgments, fines, penalties, settlements, losses, claims, damages or liabilities incurred in connection with any claimand all claims, actionactions, suitsuits, proceeding proceedings or investigationinvestigations, whether civil, criminal, administrative or investigative (including with respect investigative, arising out of or pertaining to matters existing arising out of or occurring in connection with such party's position as, or actions taken as, a director or officer of Talbot Bancshares or the Talbot Subsidiaries (collectively, "Claims"), at or prior to the Effective Time (including this Agreement and the transactions and actions contemplated hereby)), arising out of the fact that such Indemnified Party is or was a director, officer, employee or agent of the Company, or is or was serving at the request of the Company as a director, officer, employee or agent of another Person prior to the Effective Time, in each caseDate, whether asserted or claimed prior to, at or after the Effective TimeDate, to the fullest extent that the Company would have been permitted under Ohio Law, any by applicable indemnification agreement to which such Person is a party, the Company Articles of Incorporation or Company Code of Regulations in effect on the date of this Agreement to indemnify such Person law (and Parent and the Surviving Company shall also advance expenses as incurred to the fullest extent permitted under applicable Lawby Maryland law and Successor Bancshares' Charter and By-Laws); provided provided, however, that the Person Successor Bancshares' obligation to whom expenses are advanced provide such indemnification shall provide an undertaking not apply to repay such advances if it is ultimately determined any litigation, proceeding or investigation required to be disclosed pursuant to Section 4.9 that such Person is has not entitled been previously disclosed in writing by Talbot Bancshares, nor to indemnification). Parent shall ensure that the organizational documents of the Surviving Company shall, for a period of Claims asserted or claimed more than six (6) years from and after the Effective Time, contain provisions no less favorable with respect Date. Successor Bancshares shall not have any obligation hereunder to indemnification, advancement of expenses and exculpation of present and former directors, officers, employees and agents of the Company and its Subsidiaries than are presently set forth in the Company Articles of Incorporation and Company Code of Regulations. Any right of indemnification of an any Indemnified Party pursuant to this Section 6.12 when and if a court of competent jurisdiction shall not be amendedultimately determine, repealed or otherwise modified at any time in a manner and such determination shall have become final and non-appealable, that would adversely affect the rights indemnification of such Indemnified Party as provided hereinin the manner contemplated hereby is prohibited by applicable law or if such obligation is not covered (without considering retention) by the liability insurance policies contemplated in Section 11(c). (b) Prior Any Indemnified Party wishing to claim indemnification under Section 11(a), upon learning of any such claim, action, suit, proceeding or investigation, shall within 30 days thereof notify Successor Bancshares thereof, but the Effective Timefailure to so notify shall not relieve Successor Bancshares of any liability it may have to such Indemnified Party if such failure does not materially prejudice Successor Bancshares. In the event of any such claim, the Company shall andaction, if the Company is unable tosuit, Parent shall cause the Surviving Company as of the Effective Time to, obtain and fully pay for “tail” insurance policies with a claims period of at least six proceeding or investigation (6) years from and whether arising before or after the Effective Time from an insurance carrier with Date) (i) Successor Bancshares shall have the same right to assume the defense thereof and Successor Bancshares shall not be liable to such Indemnified Parties for any legal expenses of other counsel 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 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 any other expenses subsequently incurred by such Indemnified Parties in connection with this Agreement the defense thereof, except that if Successor Bancshares elects not to assume such defense, or counsel for the transactions or actions contemplated hereby); providedIndemnified Parties advises that there are issues which raise conflicts of interest between Successor Bancshares and the Indemnified Parties, however that the Indemnified Parties may retain counsel satisfactory to them, and Successor Bancshares shall pay the reasonable fees and expenses of such counsel for the Indemnified Parties promptly as statements therefor are received, (ii) the Indemnified Parties will cooperate in no event the defense of any such matter, and (iii) Successor Bancshares shall the Company expend for such policies an annual premium amount in excess of three hundred percent (300%) of the annual premiums currently paid by the Company for such insurance. If the Company not be liable for any reason fails to obtain such “tail” insurance policies as of the Effective Time, the Surviving Company shall, and Parent settlement effected without its prior written consent which shall cause the Surviving Company to, continue to maintain in effect for a period of at least six (6) years from and after the Effective Time the D&O Insurance in place as of the date of this Agreement with 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 Company shall, and Parent shall cause the Surviving Company 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 the Company expend, or Parent or the Surviving Company not be required to expend for such policies, an annual amount in excess of three hundred percent (300%) of the annual premiums currently paid by the Company for such insurance; and, provided, further that if the premium for such insurance coverage exceeds such amount, the Surviving Company shall obtain a policy with the greatest coverage available for a cost not exceeding such amountunreasonably withheld. (c) If Parent or any For a period of its successors or assigns (i) six years after the Effective Date, Successor Bancshares shall consolidate with or merge into any other corporation or entity and shall not cause to be the continuing or surviving corporation or entity of such consolidation or merger or (ii) shall transfer all or substantially all of its properties and assets to any individual, corporation or other entity, then and maintained in each such case proper provisions shall be made so that the successors and assigns of Parent shall assume all effect an extension of the obligations current policies of Parent set forth directors' and officers' liability insurance maintained by Shore Bancshares and Centreville Bank as contemplated by Section 5.4(e) and Talbot Bancshares and Talbot Bank as contemplated by Section 6.4(e) (provided that Successor Bancshares may substitute therefor policies of at least the same coverage and amounts containing terms and conditions which are no less advantageous in this Section 6.12. (d) The provisions of this Section 6.12 are intended any material respect to be for the benefit of, and shall be enforceable by, each of the Indemnified Parties, their heirs and their representatives. The rights of each Indemnified Party under this Section 6.12 shall be in addition to any rights such individual may have under Ohio Law, any applicable indemnification agreement to which such Person is a party, the Company Articles of Incorporation or the Company Code of Regulations. (e) Neither of Parent or the Surviving Company shall settle, compromise or consent to the entry of any judgment in any threatened or actual Proceeding for which indemnification could be sought by an Indemnified Party hereunder, unless such settlement, compromise or consent includes an unconditional release of such Indemnified Party from all liability arising out of such Proceeding or such Indemnified Party otherwise consents in writing (such consent not to be unreasonably withheld or delayed) to such settlement, compromise or consent. (f) Nothing in this Agreement is intended to, shall be construed to or shall release, waive or impair any rights to directors’ and officers’ insurance claims under any policy that is or has been in existence with respect to matters arising before the Company or any of its Subsidiaries for any of their respective directors, officers or other employees, it being understood and agreed that the indemnification provided for in this Section 6.12 is not prior to or in substitution for any such claims under such policiesEffective Date.

Indemnification; Directors’ and Officers’ Insurance. (a) From and after the Effective Time, Parent shallshall indemnify, and shall cause the Surviving Company to, indemnify defend and hold harmless each present and or former officer or director and officer of the Company determined as or any Company subsidiary and any person who becomes an officer or director of the Company or any Company subsidiary after the date hereof but prior to the Effective Time Time, other than those officers or directors set forth in Section 6.8 of the Company Disclosure Schedule (each an "INDEMNIFIED PARTY" and, collectively, the “Indemnified Parties”"INDEMNIFIED PARTIES"), against any costs to the same extent as such officers or expenses (including reasonable and documented attorneys’ fees)directors are entitled to indemnification under the Company's articles of incorporation, judgmentsbylaws, fines, losses, claims, damages employment agreements or liabilities incurred indemnification contracts as in connection with any claim, action, suit, proceeding effect on the date hereof in respect of actions or investigation, whether civil, criminal, administrative or investigative (including with respect to matters existing or omissions occurring at or prior to the Effective Time (including this Agreement and without limitation the transactions contemplated by this Agreement). Each employment agreement and actions contemplated hereby)indemnification agreement referred to in the preceding sentence either (i) has been provided to Parent prior to the date hereof or (ii) contains indemnification provisions substantially in the form contained in an employment agreement or an indemnification agreement, as the case may be, provided to Parent prior to the date hereof. (b) Any Indemnified Parties proposing to assert the right to be indemnified under Section 6.8(a) shall, promptly after receipt of notice of commencement of any action against such Indemnified Parties in respect of which a claim is to be made under Section 6.8(a) against Parent, notify Parent of the commencement of such action, enclosing a copy of all papers served; PROVIDED, HOWEVER, that the failure to so notify Parent shall not relieve it from any liability which it may have under Section 6.8(a) unless Parent is materially prejudiced thereby. If any such action is brought against any of the Indemnified Parties and such Indemnified Parties notify Parent of its commencement, Parent will be entitled to participate in and, to the extent that Parent elects by delivering written notice to such Indemnified Parties promptly after receiving notice of the commencement of the action from the Indemnified Parties, to assume the defense of the action with counsel reasonably satisfactory to the Indemnified Parties after notice from Parent to the Indemnified Parties of its election to assume the defense, Parent will not be liable to the Indemnified Parties for any legal or other expenses except as provided below. If Parent assumes the defense, Parent shall have the right to settle such action without the consent of the Indemnified Parties; provided, however, that Parent shall be required to obtain such consent if the settlement includes any admission of wrongdoing on the part of the Indemnified Parties or any decree or restriction on the Indemnified Parties; provided, further, that Parent, in the defense of any such action shall not, except with the consent of the Indemnified Parties (which consent shall not be unreasonably withheld), arising out consent to entry of any judgment or enter into any settlement that does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Parties of a release from all liability with respect to such action. The Indemnified Parties will have the right to employ their own counsel in any such action, but the fees, expenses or other charges of such counsel will be at the expense of such Indemnified Parties unless (i) the employment of counsel by the Indemnified Parties has been authorized in writing by Parent, (ii) a conflict exists (based on advice of counsel to the Indemnified Parties) between the Indemnified Parties and Parent (in which case Parent will not have the right to direct the defense of such action on behalf of the Indemnified Parties) or (iii) Parent has not in fact that employed counsel to assume the defense of such Indemnified Party is or was action within a director, officer, employee or agent reasonable time after receiving notice of the Companycommencement of the action, or is or was serving in each of which cases the reasonable fees, disbursements and other charges of one additional counsel (representing all of the Indemnified Parties) will be at the request expense of Parent and shall be paid by Parent in a timely manner as statements therefor are received (regardless of whether received prior to or after final disposition of the claim, action, suit, proceeding or investigation). Parent shall not be liable for any settlement of any action or claim effected without its written consent. (c) Parent shall obtain and maintain in effect at the Effective Time and continuing until the sixth anniversary thereof "run-off" director and officer liability coverage with a coverage amount and other terms and conditions in all material respects no less favorable to the Indemnified Parties than under the Company's current directors and officers liability insurance policy covering the directors and officers of the Company with respect to their service as a director, officer, employee or agent of another Person such prior to the Effective Time, in each case, whether asserted or claimed prior to, at or after the Effective Time, to the fullest extent that the Company would have been permitted under Ohio Law, any applicable indemnification agreement to which such Person is a party, the Company Articles of Incorporation or Company Code of Regulations in effect on the date of this Agreement to indemnify such Person (and Parent and the Surviving Company shall also advance expenses as incurred to the fullest extent permitted under applicable Law; provided that the Person to whom expenses are advanced shall provide an undertaking to repay such advances if it is ultimately determined that such Person is not entitled to indemnification). Parent shall ensure that the organizational documents of the Surviving Company shall, for a period of six (6) years from and after the Effective Time, contain provisions no less favorable with respect to indemnification, advancement of expenses and exculpation of present and former directors, officers, employees and agents of the Company and its Subsidiaries than are presently set forth in the Company Articles of Incorporation and Company Code of Regulations. Any right of indemnification of an Indemnified Party pursuant to this Section 6.12 shall not be amended, repealed or otherwise modified at any time in a manner that would adversely affect the rights of such Indemnified Party as provided herein. (bd) Prior to In the Effective Time, the Company shall and, if the Company is unable to, Parent shall cause the Surviving Company as of the Effective Time 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 from an insurance carrier with the same or better credit rating as the Company’s current insurance carrier with respect to directors’ and officers’ liability insurance and fiduciary liability insurance (collectively, “D&O Insurance”) with 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 or the transactions or actions contemplated hereby); provided, however that in no event shall the Company expend for such policies an annual premium amount in excess of three hundred percent (300%) of the annual premiums currently paid by the Company for such insurance. If the Company for any reason fails to obtain such “tail” insurance policies as of the Effective Time, the Surviving Company shall, and Parent shall cause the Surviving Company to, continue to maintain in effect for a period of at least six (6) years from and after the Effective Time the D&O Insurance in place as of the date of this Agreement with 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 Company shall, and Parent shall cause the Surviving Company 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 the Company expend, or Parent or the Surviving Company be required to expend for such policies, an annual amount in excess of three hundred percent (300%) of the annual premiums currently paid by the Company for such insurance; and, provided, further that if the premium for such insurance coverage exceeds such amount, the Surviving Company shall obtain a policy with the greatest coverage available for a cost not exceeding such amount. (c) If Parent or any of its successors or assigns (i) shall consolidate consolidates with or merge merges into any other corporation or entity Person and shall not be the continuing or surviving corporation or entity of such consolidation or merger or (ii) shall transfer transfers all or substantially all of its properties and assets to any individual, corporation or other entityPerson, then and in each either such case case, proper provisions provision shall be made so that the successors and assigns of Parent shall assume all of the obligations of Parent set forth for in this Section 6.126.8. (de) The provisions of this Section 6.12 6.8 are intended to be for the benefit of, and shall be enforceable by, each of the Indemnified PartiesParty, their his or her heirs and their his or her representatives. The rights of each Indemnified Party under this Section 6.12 shall be in addition to any rights such individual may have under Ohio Law, any applicable indemnification agreement to which such Person is a party, the Company Articles of Incorporation or the Company Code of Regulations. (e) Neither of Parent or the Surviving Company shall settle, compromise or consent to the entry of any judgment in any threatened or actual Proceeding for which indemnification could be sought by an Indemnified Party hereunder, unless such settlement, compromise or consent includes an unconditional release of such Indemnified Party from all liability arising out of such Proceeding or such Indemnified Party otherwise consents in writing (such consent not to be unreasonably withheld or delayed) to such settlement, compromise or consent. (f) Nothing in this Agreement is intended to, shall be construed to or shall release, waive or impair any rights to directors’ and officers’ insurance claims under any policy that is or has been in existence with respect to the Company or any of its Subsidiaries for any of their respective directors, officers or other employees, it being understood and agreed that the indemnification provided for in this Section 6.12 is not prior to or in substitution for any such claims under such policies.

Indemnification; Directors’ and Officers’ Insurance. (a) From and after the Effective Time, each of Parent shall, and shall cause the Surviving Company to, Corporation agrees that it will jointly and severally indemnify and hold harmless each present and former director and officer of the Company or any of its Subsidiaries (in each case, for acts or failures to act in such capacity), determined as of the Effective Time (the “Indemnified Parties”), against any costs or expenses (including reasonable and documented 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 (including with respect to investigative, arising out of matters existing or occurring at or prior to the Effective Time (including this Agreement and the transactions and actions contemplated hereby)), arising out of the fact that such Indemnified Party is or was a director, officer, employee or agent of the Company, or is or was serving at the request of the Company as a director, officer, employee or agent of another Person prior to the Effective Time, in each case, whether asserted or claimed prior to, at or after the Effective TimeTime (including any matters arising in connection with the transactions contemplated by this Agreement), to the fullest extent that the Company would have been permitted under Ohio Law, any by applicable indemnification agreement to which such Person is a party, the Company Articles of Incorporation or Company Code of Regulations in effect on the date of this Agreement to indemnify such Person Law (and Parent and or the Surviving Company Corporation shall also advance expenses as incurred to the fullest extent permitted under applicable Law; , provided that the Person to whom expenses are advanced shall provide provides an undertaking to repay such advances if it is ultimately determined that such Person is not entitled to indemnification). Parent shall ensure ; and provided, further, that the organizational documents of the Surviving Company shall, for a period of six (6) years from and after the Effective Time, contain provisions no less favorable with respect any determination as to indemnification, whether an Indemnified Person is entitled to indemnification or advancement of expenses hereunder shall be made by independent counsel selected by the Surviving Corporation and exculpation of present and former directors, officers, employees and agents of the Company and its Subsidiaries than are presently set forth in the Company Articles of Incorporation and Company Code of Regulations. Any right of indemnification of an Indemnified Party pursuant to this Section 6.12 shall not be amended, repealed or otherwise modified at any time in a manner that would adversely affect the rights of such Indemnified Party as provided hereinPerson. (b) Prior Any Indemnified Party wishing to claim indemnification under paragraph (a) of this Section 6.10, 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 except to the extent such failure materially and actually prejudices the indemnifying party. In the event of any such claim, action, suit, proceeding or investigation (whether arising before or after the Effective Time), the Company shall and, if the Company is unable to, Parent shall cause the Surviving Company as of the Effective Time to, obtain and fully pay for “tail” insurance policies with a claims period of at least six (6i) 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 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 Company’s existing policies with respect to matters existing or occurring at or prior to the Effective Time (including in connection with this Agreement or the transactions or actions contemplated hereby); provided, however that in no event shall the Company expend for such policies an annual premium amount in excess of three hundred percent (300%) of the annual premiums currently paid by the Company for such insurance. If the Company for any reason fails to obtain such “tail” insurance policies as of the Effective Time, the Surviving Company shall, and Parent shall cause the Surviving Company to, continue to maintain in effect for a period of at least six (6) years from and after the Effective Time the D&O Insurance in place as of the date of this Agreement with 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 Company shall, and Parent shall cause the Surviving Company 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 the Company expend, or Parent or the Surviving Company be required Corporation shall have the right to expend for such policies, an annual amount in excess of three hundred percent (300%) of assume the annual premiums currently paid by the Company for such insurance; and, provided, further that if the premium for such insurance coverage exceeds such amount, the Surviving Company shall obtain a policy with the greatest coverage available for a cost not exceeding such amount. (c) If defense thereof and Parent or any of its successors or assigns (i) shall consolidate with or merge into any other corporation or entity and 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 continuing defense thereof, except that if Parent or surviving corporation the Surviving Corporation does not elect to assume such defense or entity of such consolidation or merger or (ii) shall transfer all or substantially all of its properties and assets to any individual, corporation or other entity, then and in each such case proper provisions shall be made so that the successors and assigns of Parent shall assume all of the obligations of Parent set forth in this Section 6.12. (d) The provisions of this Section 6.12 are intended to be counsel for the benefit of, Indemnified Parties advises that there are issues which raise conflicts of interest between Parent or the Surviving Corporation and shall be enforceable by, each of the Indemnified Parties, their heirs the Indemnified Parties may retain counsel satisfactory to them, and their representatives. The rights Parent and the Surviving Corporation shall jointly and severally be obligated to pay all reasonable fees and expenses of each such counsel for the Indemnified Party under this Section 6.12 Parties promptly as statements therefor are received; provided, however, that Parent and the Surviving Corporation shall be obligated pursuant to this paragraph (b) to pay for only one firm of counsel for all Indemnified Parties in addition 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 counsel necessary to avoid conflicts of interest shall be used; (ii) the Indemnified Parties will use their reasonable efforts to cooperate in the defense of any rights such individual may have under Ohio Lawmatter, any applicable indemnification agreement to which such Person is a party, the Company Articles of Incorporation or the Company Code of Regulations. and (eiii) Neither of Parent or and the Surviving Company Corporation shall settle, compromise or not be liable for any settlement effected without their prior written consent to the entry of any judgment in any threatened or actual Proceeding for which indemnification could be sought by an Indemnified Party hereunder, unless such settlement, compromise or consent includes an unconditional release of such Indemnified Party from all liability arising out of such Proceeding or such Indemnified Party otherwise consents in writing (such consent not to be unreasonably withheld or delayed) ); and provided, further, that Parent and the Surviving Corporation shall not have any obligation under this Agreement to any Indemnified Party if and when a court of competent jurisdiction shall ultimately determine, and such settlementdetermination shall have become final, compromise or consentthat the indemnification of such Indemnified Party in the manner contemplated hereby is prohibited by applicable law. (fc) Nothing in this Agreement is intended The Surviving Corporation shall, and Parent shall cause the Surviving Corporation to, shall be construed to or shall release, waive or impair any rights to directorsmaintain the Company’s existing officers’ and officers’ insurance claims under any policy that is or has been in existence with respect to the Company or any of its Subsidiaries for any of their respective directors, officers or other employees, it being understood and agreed that the indemnification provided for in this Section 6.12 is not prior to or in substitution for any such claims under such policies.’