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

Indemnification; Directors’ and Officers’ Insurance. (a) Without limiting any other rights that any Indemnified Person may have pursuant to any employment agreement or indemnification agreement in effect on the date hereof or otherwise (which shall be assumed by the Surviving Corporation), from the Effective Time until the sixth anniversary of the Effective Time, Parent and the Surviving Corporation shall, jointly and severally, indemnify, defend and hold harmless each Person who is now, or has been at any time prior to the date of this Agreement or who becomes prior to the Effective Time, a director or officer of the Company or any of its Subsidiaries (the “Indemnified Persons”) against all losses, claims, damages, costs, fines, penalties, expenses (including attorneys’ and other professionals’ fees and expenses), liabilities or judgments or amounts that are paid in settlement, of or incurred in connection with any threatened or actual Proceeding to which such Indemnified Person is a party or is otherwise involved (including as a witness) based, in whole or in part, on or arising, in whole or in part, out of the fact that such Person is or was a director or officer of the Company or any of its Subsidiaries or is or was serving at the request of the Company or any of its Subsidiaries as a director or officer of another corporation, partnership, limited liability company, joint venture, trust or other enterprise, as applicable, or by reason of anything done or not done by such Person in any such capacity, whether pertaining to any act or omission occurring or existing prior to, at or after, the Effective Time and whether asserted or claimed prior to, at or after the Effective Time (“Indemnified Liabilities”), including all Indemnified Liabilities based in whole or in part on, or arising in whole or in part out of, or pertaining to, this Agreement or the Transactions, in each case to the fullest extent permitted under applicable Law. For a period of six (6) years following the Effective Time, Parent and the Surviving Corporation shall not amend, repeal or otherwise modify any provision in the Organizational Documents of the Surviving Corporation or its Subsidiaries in any manner that would affect (or manage the Surviving Corporation or its Subsidiaries, with the intent to or in a manner that would) adversely the rights thereunder or under the Organizational Documents of the Surviving Corporation or any of its Subsidiaries of any Indemnified Person to indemnification, exculpation and advancement except to the extent required by applicable Law. For a period of six (6) years following the Effective Time, Parent shall, and shall cause the Surviving Corporation and its Subsidiaries to, fulfill and honor any indemnification, expense advancement or exculpation agreements between the Company or any of its Subsidiaries and any of the Indemnified Persons existing immediately prior to the Effective Time. (b) Parent and the Surviving Corporation will cause to be put in place, and Parent shall fully prepay immediately prior to the Effective Time, “tail” insurance policies with a claims reporting or discovery period of at least six (6) years from the Effective Time (the “Tail Period”) 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 (“D&O Insurance”) in an amount and scope at least as favorable as the Company’s existing policies with respect to matters, acts or omissions existing or occurring at or prior to the Effective Time; provided that in no event shall Parent be required to spend more than 300% (the “Cap Amount”) of the last annual premium paid by the Company prior to the date hereof (the amount of such premium being set forth on Schedule 6.9(b) of the Company Disclosure Letter) per policy year of coverage under such tail policy; provided, further, that if the cost per policy year of such insurance exceeds the Cap Amount, Parent shall purchase as much coverage per policy year as reasonably obtainable for the Cap Amount. (c) In the event that Parent, the Surviving Corporation or any of their Subsidiaries or any of their respective successors or assignees (i) consolidates with or merges into any other Person and shall not be the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers all or substantially all of its properties and assets to any Person, then, in each such 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 the obligations set forth in this Section 6.9. The provisions of this Section 6.9 are intended to be for the benefit of, and shall be enforceable by, each of the Indemnified Persons. The rights of the Indemnified Persons under this Section 6.9 are in addition to any rights such Indemnified Persons may have under the Organizational Documents of the Company or any of its Subsidiaries, or under any applicable contracts or Law.

Indemnification; Directors’ and Officers’ Insurance. (a) Without limiting any other rights that any Indemnified Person may have pursuant to any employment agreement To the fullest extent required or indemnification agreement in effect on permitted by Law, (i) from and after the date hereof or otherwise (which shall be assumed by the Surviving Corporation), from the Effective Time until the sixth anniversary of Offer Closing and through the Effective Time, Parent shall cause the Company, and the Surviving Corporation shall, jointly (ii) from and severally, indemnify, defend and hold harmless each Person who is now, or has been at any time prior to the date of this Agreement or who becomes prior to the Effective Time, a director or officer of the Company or any of its Subsidiaries (the “Indemnified Persons”) against all losses, claims, damages, costs, fines, penalties, expenses (including attorneys’ and other professionals’ fees and expenses), liabilities or judgments or amounts that are paid in settlement, of or incurred in connection with any threatened or actual Proceeding to which such Indemnified Person is a party or is otherwise involved (including as a witness) based, in whole or in part, on or arising, in whole or in part, out of the fact that such Person is or was a director or officer of the Company or any of its Subsidiaries or is or was serving at the request of the Company or any of its Subsidiaries as a director or officer of another corporation, partnership, limited liability company, joint venture, trust or other enterprise, as applicable, or by reason of anything done or not done by such Person in any such capacity, whether pertaining to any act or omission occurring or existing prior to, at or after, the Effective Time and whether asserted or claimed prior to, at or after the Effective Time (“Indemnified Liabilities”), including all Indemnified Liabilities based in whole or in part on, or arising in whole or in part out of, or pertaining to, this Agreement or the Transactions, in each case to the fullest extent permitted under applicable Law. For a period of six (6) years following the Effective Time, Parent and the Surviving Corporation shall not amend, repeal or otherwise modify any provision in the Organizational Documents of the Surviving Corporation or its Subsidiaries in any manner that would affect (or manage the Surviving Corporation or its Subsidiaries, with the intent to or in a manner that would) adversely the rights thereunder or under the Organizational Documents of the Surviving Corporation or any of its Subsidiaries of any Indemnified Person to indemnification, exculpation and advancement except to the extent required by applicable Law. For a period of six (6) years following the Effective Time, Parent shall, and shall cause the Surviving Corporation and its Subsidiaries to, fulfill indemnify and honor hold harmless, and advance expenses as incurred to, in each case to the fullest extent required or permitted under applicable Law, each present and former director or officer of the Company or any indemnificationof its Subsidiaries, expense advancement together with any Person listed on Schedule 7.10 who, as of the date of this Agreement, has been designated by the Board of Directors of the Company as an “indemnitee” pursuant to Article 6th Section 2(a) of the Company’s Articles of Incorporation (collectively, the “Indemnified Parties”) against any costs, expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages, liabilities and amounts paid in settlement (collectively, “Costs”) incurred in connection with any claim, action, suit, proceeding or exculpation agreements between investigation, whether civil, criminal, administrative or investigative, arising out of or related to such Indemnified Parties’ service as a director, officer or representative of the Company or any of its Subsidiaries and or services performed by such Persons at the request of the Company or any of the Indemnified Persons existing immediately prior to the Effective Time. (b) Parent and the Surviving Corporation will cause to be put in place, and Parent shall fully prepay immediately its Subsidiaries at or prior to the Effective Time, whether asserted or claimed prior to, at or after the Effective Time, including, for the avoidance of doubt, in connection with (i) the Offer, the Merger, the other transactions contemplated by this Agreement and the process and other events giving rise thereto and (ii) actions to enforce this provision or any other indemnification or advancement right of any Indemnified Party. In the event of any such action, Parent and the Surviving Corporation shall, and Parent shall cause the Surviving Corporation to, cooperate with the Indemnified Party in the defense of any such action. (b) Following the Effective Time, Parent shall cause the Surviving Corporation to maintain in effect the provisions in its articles of incorporation and bylaws to the extent they provide for indemnification, advancement and reimbursement of expenses and exculpation of Indemnified Parties, as applicable, with respect to facts or circumstances occurring at or prior to the Effective Time, on the same basis as set forth in the certificate of incorporation and bylaws of the company in effect on the date of this Agreement, to the fullest extent permitted from time to time by applicable Law, which provisions shall not be amended except as required by applicable Law or to make changes permitted by applicable Law that would enlarge the scope of the Indemnified Parties’ indemnification rights thereunder. (c) Prior to the Effective Time, the Company may 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 for the Indemnified Parties, and (ii) the Company’s existing fiduciary and employment practices 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 insurance carrier 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 and employment practices liability insurance (collectively, “D&O Insurance”) in an amount with benefits, terms, conditions, retentions and scope levels of coverage that are at least as favorable to the Indemnified Parties as the Company’s existing policies with respect to matters, acts any matters that existed or omissions existing or occurring occurred at or prior to the Effective TimeTime (including in connection with this Agreement or the transactions or actions contemplated hereby). Whether pursuant to such tail policy or otherwise, the Surviving Corporation shall continue to maintain in effect for a period of at least six years from and after the Effective Time D&O Insurance with benefits, terms, conditions, retentions and levels of coverage that are at least as favorable to the insureds as provided in the Company’s existing policies as of the date of this Agreement, or the Surviving Corporation shall use reasonable best efforts to purchase comparable D&O Insurance for such six-year period with benefits, terms, conditions, retentions and levels of coverage that are at least as favorable to the insureds as provided in the Company’s existing policies as of the date of this Agreement; provided provided, however, that in no event shall Parent the Surviving Corporation be required to spend more than expend for such policies pursuant to this sentence an annual premium amount in excess of 300% (the “Cap Amount”) of the last annual premium premiums currently paid by the Company prior to the date hereof (the amount of for such premium being set forth on Schedule 6.9(b) of the Company Disclosure Letter) per policy year of coverage under such tail policyinsurance; and provided, further, that if the cost per policy year annual premiums of such insurance exceeds coverage exceed such amount, the Cap Amount, Parent Surviving Corporation shall purchase as much obtain a policy with the greatest coverage per policy year as reasonably obtainable available for the Cap Amounta cost not exceeding such amount. (cd) In the event that Parent, If the Surviving Corporation or any of their Subsidiaries or any of their respective successors or assignees assigns (i) consolidates shall consolidate with or merges merge into any other Person corporation or entity and shall not be the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers shall transfer all or substantially all of its properties and assets to any Personindividual, corporation or other entity, then, and in each such case, unless provided by operation of Law, proper provisions shall be made so that the successors and assigns of Parent or the Surviving Corporation, as the case may be, Corporation shall assume all of the obligations set forth in this Section 6.97.10. This Section 7.10 may not be amended after the Effective Time in a manner as to adversely affect any Indemnified Person unless such Indemnified Person shall have consented in writing to such amendment. (e) The provisions of this Section 6.9 7.10 are intended to be for the benefit of, and shall be enforceable by, each of the Indemnified Persons. Parties, who are intended third-party beneficiaries of this Section 7.10 as of and following the Effective Time. (f) The rights of the Indemnified Persons Parties under this Section 6.9 are 7.10 shall be in addition to any rights such Indemnified Persons Parties may have under the Organizational Documents articles of incorporation, bylaws or comparable governing documents of the Company or any of its Subsidiaries, or under any applicable contracts Contracts or LawLaws. 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 incorporation, bylaws or comparable governing documents of the Company and its Subsidiaries or any indemnification agreement between such Indemnified Party and the Company or any of its Subsidiaries shall survive the Merger and shall not be amended, repealed or otherwise modified in any manner that would adversely affect any right thereunder of any such Indemnified Party.

Indemnification; Directors’ and Officers’ Insurance. (a) Without limiting any other rights that any Indemnified Person (as defined below) may have pursuant to the Company’s Organizational Documents, any employment agreement or any indemnification agreement in effect on the date hereof or otherwise (which agreements shall be assumed by Parent and the Surviving CorporationCompany), from the Effective Time until the sixth anniversary of and after the Effective Time, Parent and the Surviving Corporation Company shall, jointly and severallyParent shall cause the Surviving Company to, indemnify, defend and hold harmless each Person who is now, or has been at any time prior to the date of this Agreement or who becomes prior to the Effective Time, a director director, officer or officer employee of the Company or any of its Subsidiaries or is or was serving at the request of the Company or any of its Subsidiaries as a director, officer, employee or agent of another corporation, partnership, limited liability company, joint venture, trust or other enterprise (the “Indemnified Persons”) against and from all losses, claims, damages, costs, fines, penalties, expenses (including attorneys’ and other professionals’ fees and expenses), liabilities or judgments or amounts that are paid in settlementsettlement of, of or incurred in connection with any threatened or actual Proceeding to which such Indemnified Person is a party or is otherwise involved (including as a witness) based, in whole or in part, on or arising, in whole or in part, out of the fact that such Person is or was a director director, officer or officer employee of the Company or any of its Subsidiaries or is or was serving at the request of the Company or any of its Subsidiaries as a director director, officer, employee or officer agent of another corporation, partnership, limited liability company, joint venture, Employee Benefit Plan, trust or other enterprise, as applicable, enterprise or by reason of anything done or not done by such Person in any such capacity, whether pertaining to any act or omission occurring or existing prior to, at or after, after the Effective Time and whether asserted or claimed prior to, at or after the Effective Time (“Indemnified Liabilities”), including all Indemnified Liabilities based in whole or in part on, or arising in whole or in part out of, or pertaining to, this Agreement or the Transactions, in each case case, to the fullest extent permitted under applicable Law. For a period of six any such Indemnified Person would be entitled to be so indemnified by the Company or its Subsidiaries on the date hereof pursuant to agreements or arrangements in place, including indemnification agreements, organizational documents or otherwise. (6b) years following the Effective Time, Parent and the Surviving Corporation Company shall not amend, repeal or otherwise modify any provision in the Organizational Documents of the Surviving Corporation Company or its Subsidiaries in any manner that would affect (or manage the Surviving Corporation or its Subsidiaries, with the intent to or in a manner that would) adversely the rights thereunder or under the Organizational Documents of the Surviving Corporation Company or any of its Subsidiaries of any Indemnified Person to indemnification, exculpation and advancement except to the extent required by applicable Law. For a period of six (6) years following the Effective Time, Parent shall, and shall cause the Surviving Corporation Company and its Subsidiaries to, fulfill and honor any indemnification, expense advancement or exculpation agreements between the Company or any of its Subsidiaries and any of its directors, officers or employees existing on the Indemnified Persons existing immediately prior to the Effective Timedate of this Agreement. (bc) Parent and the Surviving Corporation will cause Company shall indemnify any Indemnified Person against all reasonable costs and expenses (including reasonable attorneys’ fees and expenses), such amounts to be payable in advance upon request as provided in Section 6.9(a), relating to the enforcement of such Indemnified Person’s rights under this Section 6.9 or under any charter, bylaw or contract in the event such Indemnified Person is ultimately determined to be entitled to indemnification hereunder or thereunder. (d) On or prior to the Closing Date, the Company shall put in place, and Parent shall fully prepay immediately prior to the Effective Time, “tail” insurance policies (collectively, the “D&O Insurance”) with a claims reporting or discovery period of at least six (6) years from the Effective Time (the “Tail Period”) 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, fiduciary liability insurance (“D&O Insurance”) and employment practices liability insurance in an amount and scope at least as favorable as the Company’s existing policies with respect to matters, acts or omissions existing or occurring at or prior to the Effective Time; provided that in no event shall Parent be required to spend more than 300% (the “Cap Amount”) of the last annual premium paid by the Company prior to the date hereof (the amount of such premium being set forth on Schedule 6.9(b) of the Company Disclosure Letter) per policy year of coverage under such tail policy; provided, further, that if the cost per policy year of such insurance exceeds the Cap Amount, Parent shall purchase as much coverage per policy year as reasonably obtainable for the Cap Amount. (ce) The provisions of this Section 6.9 (i) will survive consummation of the Merger, (ii) are intended to be for the benefit of, and will be enforceable by, each indemnified or insured party (including the Indemnified Persons) to the extent of such indemnified or insured party’s interest herein, and his or her heirs and estates, and (iii) are in addition to, and not in substitution for, any other rights to indemnification or contribution that any such Person may have by contract or otherwise. (f) In the event that Parent, Parent or the Surviving Corporation or any of their Subsidiaries Company, or any of their respective successors or assignees assigns, (i) consolidates with or merges into any other Person and shall not be the continuing or the surviving corporation company or entity of such consolidation or merger or (ii) transfers all or substantially all of its properties and assets to any Person, then, in each such case, proper provisions shall be made so that the successors and assigns of Parent or the Surviving CorporationCompany, as the case may be, shall assume the obligations set forth in this Section 6.9. The provisions Parent and the Surviving Company shall not sell, transfer, distribute or otherwise dispose of this Section 6.9 are intended any of their assets or the assets of any Subsidiary in a manner that would reasonably be expected to be for render Parent or the benefit of, and shall be enforceable by, each of the Indemnified Persons. The rights of the Indemnified Persons Surviving Company unable to satisfy their obligations under this Section 6.9 are in addition to any rights such Indemnified Persons may have under the Organizational Documents of the Company or any of its Subsidiaries, or under any applicable contracts or Law6.9.

Indemnification; Directors’ and Officers’ Insurance. (a) Without limiting any other rights that any Indemnified Person may have pursuant to any employment agreement To the fullest extent required or indemnification agreement in effect on permitted by Law, (i) from and after the date hereof or otherwise (which shall be assumed by the Surviving Corporation), from the Effective Time until the sixth anniversary of Offer Closing and through the Effective Time, Parent will cause the Company and the Surviving Corporation shall, jointly (ii) from and severally, indemnify, defend and hold harmless each Person who is now, or has been at any time prior to the date of this Agreement or who becomes prior to after the Effective Time, a Parent will cause the Surviving Corporation to indemnify and hold harmless, and advance expenses as incurred to, each present and former director or officer of the Company or any of its Subsidiaries Subsidiaries, together with any Person listed on Section 6.8 of the Company Disclosure Schedule who, as of the date of this Agreement, is entitled to be indemnified under the Certificate of Incorporation or Bylaws of the Company (collectively, the “Indemnified PersonsParties”) against all any costs, expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages, costs, fines, penalties, expenses (including attorneys’ liabilities and other professionals’ fees and expenses), liabilities or judgments or amounts that are paid in settlementsettlement (collectively, of or “Costs”) incurred in connection with any threatened claim, action, suit, proceeding or actual Proceeding investigation, whether civil, criminal, administrative or investigative, arising out of or related to which such Indemnified Person is a party or is otherwise involved (including Party’s service as a witness) baseddirector, in whole officer or in part, on or arising, in whole or in part, out of the fact that such Person is or was a director or officer representative of the Company or any of its Subsidiaries or is or was serving services performed by such Persons at the request of the Company or any of its Subsidiaries as a director or officer of another corporation, partnership, limited liability company, joint venture, trust or other enterprise, as applicable, or by reason of anything done or not done by such Person in any such capacity, whether pertaining to any act or omission occurring or existing prior to, at or after, prior to the Effective Time and Time, whether asserted or claimed prior to, at or after the Effective Time Time, including, for the avoidance of doubt, in connection with (“Indemnified Liabilities”)x) the Offer, including all Indemnified Liabilities based in whole or in part onthe Merger, or arising in whole or in part out of, or pertaining to, the other transactions contemplated by this Agreement and the process and other events giving rise thereto and (y) actions to enforce this provision or any other indemnification or advancement right of any Indemnified Party. In the Transactions, in each case to the fullest extent permitted under applicable Law. For a period event of six (6) years following the Effective Timeany such action, Parent and the Surviving Corporation shall not amendwill, repeal or otherwise modify any provision in the Organizational Documents of and Parent will cause the Surviving Corporation or its Subsidiaries in any manner that would affect (or manage the Surviving Corporation or its Subsidiariesto, cooperate with the intent to or Indemnified Party in a manner that would) adversely the rights thereunder or under the Organizational Documents of the Surviving Corporation or any of its Subsidiaries defense of any Indemnified Person to indemnification, exculpation and advancement except to the extent required by applicable Law. For a period of six such action. (6b) years following Following the Effective Time, Parent shall, and shall will cause the Surviving Corporation to maintain in effect the provisions in its certificate of incorporation and its Subsidiaries to, fulfill and honor any bylaws to the extent they provide for indemnification, expense advancement and reimbursement of expenses and exculpation of Indemnified Parties, as applicable, with respect to facts or exculpation agreements between the Company circumstances occurring at or any of its Subsidiaries and any of the Indemnified Persons existing immediately prior to the Effective Time. (b) Parent and the Surviving Corporation will cause to be put in place, and Parent shall fully prepay immediately prior to the Effective Time, on the same basis as set forth in the Certificate of Incorporation and Bylaws of the Company in effect on the date of this Agreement, to the fullest extent permitted from time to time by applicable Law, which provisions will not be amended except as required by applicable Law or to make changes permitted by applicable Law that would enlarge the scope of the Indemnified Parties’ indemnification rights thereunder. (c) Prior to the Effective Time, the Company may 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 for the Indemnified Parties and (ii) the Company’s existing fiduciary and employment practices 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 insurance carrier 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 and employment practices liability insurance (collectively, “D&O Insurance”) in an amount with benefits, terms, conditions, retentions and scope levels of coverage that are at least as favorable to the Indemnified Parties as the Company’s existing policies with respect to matters, acts any matters that existed or omissions existing or occurring occurred at or prior to the Effective TimeTime (including in connection with this Agreement or the transactions or actions contemplated hereby). Whether pursuant to such tail policy or otherwise, the Surviving Corporation will continue to maintain in effect for a period of at least six years from and after the Effective Time D&O Insurance with benefits, terms, conditions, retentions and levels of coverage that are at least as favorable to the insureds as provided in the Company’s existing policies as of the date of this Agreement, or the Surviving Corporation will use reasonable best efforts to purchase comparable D&O Insurance for such six-year period with benefits, terms, conditions, retentions and levels of coverage that are at least as favorable to the insureds as provided in the Company’s existing policies as of the date of this Agreement; provided provided, however, that in no event shall Parent will the Surviving Corporation be required to spend more than expend for such policies pursuant to this sentence an annual premium amount in excess of 300% (the “Cap Amount”) of the last annual premium premiums currently paid by the Company prior to the date hereof (the amount of for such premium being set forth on Schedule 6.9(b) of the Company Disclosure Letter) per policy year of coverage under such tail policyinsurance; and provided, further, that if the cost per policy year annual premiums of such insurance exceeds coverage exceed such amount, the Cap Amount, Parent shall purchase as much Surviving Corporation will obtain a policy with the greatest coverage per policy year as reasonably obtainable available for the Cap Amounta cost not exceeding such amount. (cd) In the event that Parent, If the Surviving Corporation or any of their Subsidiaries or any of their respective its successors or assignees assigns (i) consolidates with or merges into any other Person corporation or entity and shall is not be the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers all or substantially all of its properties and assets to any Personindividual, corporation or other entity, then, and in each such case, unless provided by operation of Law, proper provisions shall will be made so that the successors and assigns of Parent or the Surviving Corporation, as the case may be, shall Corporation will assume all of the obligations set forth in this Section 6.96.8. This Section 6.8 may not be amended after the Effective Time in a manner as to adversely affect any Indemnified Party unless such Indemnified Party will have consented in writing to such amendment. (e) The provisions of this Section 6.9 6.8 are intended to be for the benefit of, and shall will be enforceable by, each of the Indemnified Persons. Parties, who are intended third-party beneficiaries of this Section 6.8 as of and following the Effective Time. (f) The rights of the Indemnified Persons Parties under this Section 6.9 are 6.8 will be in addition to any rights such Indemnified Persons Parties may have under the Organizational Documents Certificate of Incorporation, Bylaws or comparable governing documents of the Company or any of its Subsidiaries, or under any applicable contracts Contracts or LawLaws. 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 Certificate of Incorporation, Bylaws or comparable governing documents of the Company and its Subsidiaries or any indemnification agreement between such Indemnified Party and the Company or any of its Subsidiaries will survive the Merger and will not be amended, repealed or otherwise modified in any manner that would adversely affect any right thereunder of any such Indemnified Party.

Indemnification; Directors’ and Officers’ Insurance. (a) Without limiting any other additional rights that any Indemnified Person manager, director, officer, trustee, agent, or fiduciary may have pursuant to under any employment indemnification agreement or indemnification agreement in effect on under the date hereof Company Charter, the Company Bylaws, Parent Declaration of Trust or otherwise Parent Bylaws or, if applicable, similar organizational documents or agreements of any Company Subsidiary or Parent Subsidiary (which shall be assumed by with respect to each such entity, the Surviving Corporation“Organizational Documents”), from the Effective Time until the sixth anniversary of and after the Effective Time, Parent and the Surviving Corporation Entity shall, jointly and severally, indemnify, defend : (i) indemnify and hold harmless each Person person who is nowat the date hereof, was previously, or has been at any time prior to during the period from the date hereof through the date of this Agreement or who becomes prior to the Effective Time, serving as a director manager, director, officer, trustee or officer fiduciary, which for the avoidance of doubt, shall include the Business Manager and the Property Managers, in each case to the extent such persons are otherwise entitled to indemnification pursuant to the terms of the Organizational Documents of the Company and the Company Subsidiaries as in effect on the date hereof, of Company, or any of its the Company Subsidiaries or Parent or any of the Parent Subsidiaries and acting in such capacity (collectively, the “Indemnified PersonsParties”) against all to the fullest extent authorized or permitted by applicable Law as now or hereafter in effect, in connection with any Claim and any losses, claims, damages, liabilities, costs, Claim Expenses, judgments, fines, penalties, expenses penalties and amounts paid in settlement (including attorneys’ all interest, assessments and other professionals’ fees and expenses), liabilities charges paid or judgments or amounts that are paid in settlement, of or incurred payable in connection with or in respect of any threatened thereof) relating to or actual Proceeding resulting from such Claim; and (ii) promptly pay on behalf of or, within ten (10) Business Days after any request for advancement, advance to which each of the Indemnified Parties, to the fullest extent authorized or permitted by applicable Law, as now or hereafter in effect, any Claim Expenses incurred in defending, serving as a witness with respect to or otherwise participating with respect to any Claim in advance of the final disposition of such Claim, including payment on behalf of or advancement to the Indemnified Party of any Claim Expenses incurred by such Indemnified Person Party in connection with enforcing any rights with respect to such indemnification and/or advancement, in each case without the requirement of any bond or other security, but subject to (A) Parent’s and the Surviving Entity’s receipt of an undertaking by or on behalf of such Indemnified Party to repay such Claim Expenses if it is ultimately determined under applicable Laws or any of the Organizational Documents that such Indemnified Party is not entitled to be indemnified and (B) a party good faith affirmation by such Indemnified Party of such Indemnified Party’s compliance with the standard of conduct required herein; provided, that neither Parent nor the Surviving Entity shall be liable for any amounts paid in settlement effected without its prior written consent, as applicable, and shall not be obligated to pay the fees and expenses of more than one counsel (selected by a plurality of the applicable Indemnified Parties) for all Indemnified Parties in any jurisdiction with respect to any single Claim except to the extent the Indemnified Party is advised by counsel that such Indemnified Party has conflicting interests with one or is otherwise involved more other Indemnified Parties in the outcome of such action (in which event such Indemnified Party shall be entitled to engage separate counsel, the fees and expenses for which the Surviving Entity shall be liable). The indemnification and advancement obligations of the Surviving Entity pursuant to this Section 7.6(a) shall extend to acts or omissions occurring at or before the Effective Time and any Claim relating thereto (including as a witness) basedwith respect to any acts or omissions occurring in connection with the approval of this Agreement, in whole or in part, on or arising, in whole or in part, out the Merger and the consummation of the fact that such Person is other transactions contemplated by this Agreement, including the consideration and approval thereof and the process undertaken in connection therewith and any Claim relating thereto), and all rights to indemnification and advancement conferred hereunder shall continue as to a person who has ceased to be a director, officer, trustee, employee, agent, or was a director fiduciary of Company or officer Parent or any of the Company Subsidiaries or Parent Subsidiaries after the date hereof and shall inure to the benefit of such person’s heirs, executors and personal and legal representatives. As used in this Section 7.6(a), (I) the term “Claim” means any threatened, asserted, pending or completed Action, suit or proceeding or inquiry or investigation, whether instituted by any Party hereto, any Governmental Authority or any other Person, that any Indemnified Party in good faith believes might lead to the institution of any Action, suit or proceeding, whether civil, criminal, administrative, investigative or other, including any arbitration or other alternative dispute resolution mechanism, arising out of or pertaining to (x) matters that relate to such Indemnified Party’s duties or service as a manager, director, officer, trustee, employee, agent or fiduciary of Company or Parent or any of its the Company Subsidiaries or Parent Subsidiaries or, to the extent such person is or was serving at the request or for the benefit of Company or Parent or any of the Company Subsidiaries or Parent Subsidiaries, any other entity or any of its Subsidiaries as a director or officer of another corporation, partnership, limited liability company, joint venture, trust or other enterprise, as applicable, or Benefit Plan maintained by reason of anything done or not done by such Person in any such capacity, whether pertaining to any act or omission occurring or existing prior to, at or after, the Effective Time and whether asserted or claimed prior to, at or after the Effective Time (“Indemnified Liabilities”), including all Indemnified Liabilities based in whole or in part on, or arising in whole or in part out of, or pertaining to, this Agreement or the Transactions, in each case to the fullest extent permitted under applicable Law. For a period of six (6) years following the Effective Time, Parent and the Surviving Corporation shall not amend, repeal or otherwise modify any provision in the Organizational Documents of the Surviving Corporation or its Subsidiaries in any manner that would affect (or manage the Surviving Corporation or its Subsidiaries, with the intent to or in a manner that would) adversely the rights thereunder or under the Organizational Documents of the Surviving Corporation or any of its Subsidiaries of any Indemnified Person to indemnification, exculpation and advancement except to the extent required by applicable Law. For a period of six (6) years following the Effective Time, Parent shall, and shall cause the Surviving Corporation and its Subsidiaries to, fulfill and honor any indemnification, expense advancement or exculpation agreements between the Company or any of its Subsidiaries and any of the Indemnified Persons existing immediately prior to the Effective Time. (b) Parent and the Surviving Corporation will cause to be put in place, and Parent shall fully prepay immediately prior to the Effective Time, “tail” insurance policies with a claims reporting or discovery period of at least six (6) years from the Effective Time (the “Tail Period”) 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 (“D&O Insurance”) in an amount and scope at least as favorable as the Company’s existing policies with respect to matters, acts or omissions existing or occurring foregoing at or prior to the Effective Time; provided that in no event shall Parent be required to spend more than 300% , and (the “Cap Amount”y) of the last annual premium paid by the Company prior to the date hereof (the amount of such premium being set forth on Schedule 6.9(b) of the Company Disclosure Letter) per policy year of coverage under such tail policy; provided, further, that if the cost per policy year of such insurance exceeds the Cap Amount, Parent shall purchase as much coverage per policy year as reasonably obtainable for the Cap Amount. (c) In the event that Parent, the Surviving Corporation this Agreement or any of their Subsidiaries or any of their respective successors or assignees (i) consolidates with or merges into any other Person and shall not be the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers all or substantially all of its properties and assets to any Person, then, in each such 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 the obligations set forth in this Section 6.9. The provisions of this Section 6.9 are intended to be for the benefit of, and shall be enforceable by, each of the Indemnified Persons. The rights of the Indemnified Persons under this Section 6.9 are in addition to any rights such Indemnified Persons may have under the Organizational Documents of the Company or any of its Subsidiaries, or under any applicable contracts or Law.the

Indemnification; Directors’ and Officers’ Insurance. (a) Without limiting any other rights that any Indemnified Person may have pursuant to any employment agreement or indemnification agreement in effect on the date hereof or otherwise (which shall be assumed by the Surviving Corporation), from the Effective Time until the sixth anniversary of the Effective Time, Parent From and the Surviving Corporation shall, jointly and severally, indemnify, defend and hold harmless each Person who is now, or has been at any time prior to the date of this Agreement or who becomes prior to the Effective Time, a director or officer of the Company or any of its Subsidiaries (the “Indemnified Persons”) against all losses, claims, damages, costs, fines, penalties, expenses (including attorneys’ and other professionals’ fees and expenses), liabilities or judgments or amounts that are paid in settlement, of or incurred in connection with any threatened or actual Proceeding to which such Indemnified Person is a party or is otherwise involved (including as a witness) based, in whole or in part, on or arising, in whole or in part, out of the fact that such Person is or was a director or officer of the Company or any of its Subsidiaries or is or was serving at the request of the Company or any of its Subsidiaries as a director or officer of another corporation, partnership, limited liability company, joint venture, trust or other enterprise, as applicable, or by reason of anything done or not done by such Person in any such capacity, whether pertaining to any act or omission occurring or existing prior to, at or after, the Effective Time and whether asserted or claimed prior to, at or after the Effective Time (“Indemnified Liabilities”), including all Indemnified Liabilities based in whole or in part on, or arising in whole or in part out of, or pertaining to, this Agreement or the Transactions, in each case to the fullest extent permitted under applicable Law. For a period of six (6) years following the Effective Time, Parent and the Surviving Corporation shall not amend, repeal or otherwise modify any provision in the Organizational Documents of the Surviving Corporation or its Subsidiaries in any manner that would affect (or manage the Surviving Corporation or its Subsidiaries, with the intent to or in a manner that would) adversely the rights thereunder or under the Organizational Documents of the Surviving Corporation or any of its Subsidiaries of any Indemnified Person to indemnification, exculpation and advancement except to the extent required by applicable Law. For a period of six (6) years following the Effective Time, Parent shall, and shall cause the Surviving Corporation and its Subsidiaries to, fulfill indemnify and honor hold harmless each person who is now, at any indemnificationtime has been or who becomes prior to the Effective Time a director, expense advancement officer, employee or exculpation agreements between agent of the Company or any of its subsidiaries (the "Indemnified Parties") against any and all losses, claims, damages, liabilities, costs, expenses (including reasonable fees and expenses of legal counsel), judgments, fines or amounts paid in settlement in connection with any claim, action, suit, proceeding or investigation (each a "Claim") arising in whole or in part out of or pertaining to any action or omission occurring prior to the Effective Time (including, without limitation, any which arise out of or relate to the transactions contemplated by this Agreement), regardless of whether such Claim is asserted or claimed prior to, at or after the Effective Time, to the full extent permitted under Delaware law or the Surviving Corporation's Certificate of Incorporation or By-laws in effect as of the Effective Date; provided, however, that in no event shall the Surviving Corporation be required to indemnify, defend or hold harmless any director, officer or employee of the Company or any of its Subsidiaries and in respect of any loss, cost, damage, expense or liability incurred by such party in respect of the Indemnified Persons existing immediately any Common Stock or Options held by such persons prior to or after the Effective Time. Without limiting the generality of the preceding sentence, in the event any Indemnified Party becomes involved in any Claim, after the Effective Time, Parent shall, and shall cause the Surviving Corporation to, periodically advance to such Indemnified Party its legal and other expenses (including the cost of any investigation and preparation incurred in connection therewith), subject to the provisions of paragraph (b) of this Section 5.6, and subject to the providing by such Indemnified Party of an undertaking to reimburse all amounts so advanced in the event of a final and non-appealable determination by a court of competent jurisdiction that such Indemnified Party is not entitled thereto. (b) The Indemnified Party shall control the defense of any Claim with counsel selected by the Indemnified Party, which counsel shall be reasonably acceptable to Parent, provided that Parent and the Surviving Corporation will cause shall be permitted to be put participate in placethe defense of such Claim at their own expense, and provided further that if any D&O Insurance (as defined in paragraph (c) of this Section 5.6) in effect at the time shall require the insurance company to control such defense in order to obtain the full benefits of such insurance and such provision is consistent with the provisions of the Company's D&O Insurance existing as of the date of this Agreement, then the provisions of such policy shall govern the selection of counsel. Neither Parent nor the Surviving Corporation shall fully prepay immediately be liable for any settlement effected without its written consent, which consent shall not be withheld unreasonably. (c) For a period of six years after the Effective Time (the "Insurance Carry-Over Period"), Parent or the Surviving Corporation shall provide officers' and directors' liability insurance ("D&O Insurance") covering each Indemnified Party who is presently covered by the Company's officers' and directors' liability insurance or will be so covered at the Effective Time with respect to actions or omissions occurring prior to the Effective Time, “tail” on terms no less favorable than such insurance policies with a claims reporting or discovery period maintained in effect by the Company as of at least six the date hereof in terms of coverage and amounts, provided that Parent and the Surviving Corporation shall not be required to pay in the aggregate an annual premium for D&O Insurance in excess of 200% of the last annual premium paid prior to the date hereof, but in such case shall purchase as much coverage as possible for such amount. (6d) years from The Certificate of Incorporation and By-laws of the Effective Time (the “Tail Period”) from an insurance carrier with the same or better credit rating as the Company’s current insurance carrier Surviving Corporation shall contain substantially similar provisions with respect to directors’ indemnification, personal liability and officers’ liability insurance (“D&O Insurance”) advancement of fees and expenses as set forth in an amount the Restated Charter and scope at least By-laws of the Company as favorable as of the Company’s existing policies with Effective Time, which provisions shall not be amended, repealed or otherwise modified during the Insurance Carry-Over Period in any manner that would adversely affect the rights thereunder of the Indemnified Parties in respect to matters, acts of actions or omissions existing or occurring at or prior to the Effective Time; provided that in no event shall Parent be Time (including, without limitation, the transactions contemplated by this Agreement), unless such modification is required to spend more than 300% (the “Cap Amount”) of the last annual premium paid by law. Parent, Sub and the Company prior to agree that all rights existing in favor of any Indemnified Party under any indemnification agreement in effect as of the date hereof (the amount each of such premium being set forth which shall be listed on Schedule 6.9(bSection 5.6(d) of the Company Disclosure Letter) per policy year of coverage under such tail policy; providedSchedule hereto shall survive the Merger and shall continue in full force and effect, further, that if the cost per policy year of such insurance exceeds the Cap Amount, Parent shall purchase as much coverage per policy year as reasonably obtainable for the Cap Amount. (c) without any amendment thereto. In the event that Parentany Claim is asserted or made, the Surviving Corporation or any of their Subsidiaries or any of their respective successors or assignees (i) consolidates with or merges into any other Person and shall not be the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers all or substantially all of its properties and assets determination required to any Person, then, in each such case, proper provisions shall be made so that with respect to whether an Indemnified Party's conduct complies with standards set forth under such provisions of the successors and assigns of Parent Restated Charter or By-laws or under the Surviving CorporationDGCL, as the case may be, shall assume be made by independent legal counsel selected by such Indemnified Party and reasonably acceptable to Parent unless the obligations set forth DGCL, the Restated Charter or By-laws provide otherwise; and provided, that nothing in this Section 6.9. 5.6 shall impair any rights or obligations of any current or former director or officer of the Company or any of its subsidiaries, including pursuant to the respective certificates of incorporation or bylaws of Parent, the Surviving Corporation or the Company, or their respective subsidiaries, under the DGCL or otherwise. (e) The provisions of this Section 6.9 5.6 are intended to be for the benefit of, and shall be enforceable by, each of the Indemnified Persons. The rights Parties, his or her heirs and his or her personal representatives and shall be binding on all successors and assigns of the Indemnified Persons under this Section 6.9 are in addition to any rights such Indemnified Persons may have under the Organizational Documents of Parent, Sub, the Company or any of its Subsidiaries, or under any applicable contracts or Lawand the Surviving Corporation.

Indemnification; Directors’ and Officers’ Insurance. (a) Without limiting In the event of any other rights that threatened or actual claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, including, without limitation, any Indemnified Person may have pursuant to such claim, action, suit, proceeding or investigation in which any employment agreement or indemnification agreement in effect on the date hereof or otherwise (which shall be assumed by the Surviving Corporation), from the Effective Time until the sixth anniversary of the Effective Time, Parent and the Surviving Corporation shall, jointly and severally, indemnify, defend and hold harmless each Person person who is now, or has been at any time prior to the date of this Agreement Plan, or who becomes prior to the Effective Time, a director or officer of the Company or any of its Subsidiaries (the “"Indemnified Persons”Parties") against all lossesis, claimsor is threatened to be, damages, costs, fines, penalties, expenses (including attorneys’ and other professionals’ fees and expenses), liabilities or judgments or amounts that are paid in settlement, of or incurred in connection with any threatened or actual Proceeding to which such Indemnified Person is made a party or is otherwise involved (including as a witness) based, in whole or in part, on or arising, in whole or in part, out of the fact that such Person is or was a director or officer of the Company or any of its Subsidiaries or is or was serving at the request of the Company or any of its Subsidiaries as a director or officer of another corporation, partnership, limited liability company, joint venture, trust or other enterprise, as applicable, or by reason of anything done or not done by such Person in any such capacity, whether pertaining to any act or omission occurring or existing prior to, at or after, the Effective Time and whether asserted or claimed prior to, at or after the Effective Time (“Indemnified Liabilities”), including all Indemnified Liabilities based in whole or in part on, or arising in whole or in part out of, or pertaining toto (i) the fact that he is or was a director, officer, or employee of the Company, any of the Subsidiaries of the Company or any of their respective predecessors or (ii) this Agreement Plan, the Option Agreement, or any of the Transactionstransactions contemplated hereby or thereby, including, without limitation, any actions taken in accordance with Sections 4.2 or 4.19, whether in any case asserted or arising before or after the Effective Time (collectively, the "Matters"), the parties hereto agree to cooperate and use their best efforts to defend against and respond thereto. From and after the Effective Time, through the sixth anniversary of the Effective Date, the Acquiror agrees to indemnify and hold harmless each case Indemnified Party, against any costs or expenses (including reasonable attorneys' fees and expenses in advance of the final disposition of any claim, action, suit, proceeding or investigation to each Indemnified Party to the fullest extent permitted under by law upon receipt of any undertaking rerquired by applicable Lawlaw), judgments, fines, losses, claims, damages or liabilities and amounts paid in settlement (collectively, "Costs") incurred in connection with any threatened or actual claim, action, suite, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of any of the Matters, whether asserted or claimed prior to, at or after the Effective Time, to the fullest extent permitted by applicable law. For The Acquiror agrees that it will also indemnify for a period of six years from the Effective Date in accordance with and subject to the terms and provisions of this Section 4.7(a) and Section 4.7(b), the advisors of the Company solely for Claims arising out of actions taken by them in accordance with Section 4.2 or 4.19 of this Plan. Notwithstanding anything to the contrary contained herein, all rights to indemnification in respect of any claim (6a "Claim") asserted or made within such six year period shall continue until the final disposition of such Claim. (b) An Indemnified Party wishing to claim indemnification under Section 4.7(a), upon learning of any such claim, action, suit, proceeding or investigation, shall promptly notify the Acquiror thereof, but the failure to so notify shall not relieve the Acquiror of any liability it may have to such Indemnified Party except to the extent such failure to notify 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 Indemnified Parties may retain counsel reasonably satisfactory to them after consultation with the Acquiror; provided, however, that (i) the Acquiror shall have the right to assume the defense thereof and upon such assumption the Acquiror 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 Acquiror elects not to assume such defense or counsel for the Indemnified Parties advises that there are issues which raise conflicts of interest between the Acquiror and the Indemnified parties, the Indemnified Parties may retain counsel satisfactory to them, and the Acquiror shall pay the reasonable fees and expenses of such counsel for the Indemnified Parties in any jurisdiction, (ii) the Indemnified Parties will cooperate in the defense of any such matter and (iii) the Acquiror shall not be liable for any settlement effected without its prior written consent which consent shall not be unreasonably withheld; and provided further, that the Acquiror shall not have any obligation hereunder to any Indemnified Party when and if a court of competent jurisdiction shall ultimately determine, and such determination shall have become final and nonappealable, that the indemnification of such Indemnified Party in the manner contemplated hereby is prohibited by applicable law. (c) Prior to the Effective Time the Company shall purchase, and for a period of six years following after the Effective Time, Parent Acquiror shall use its commercially reasonable efforts to maintain, directors and the Surviving Corporation shall not amend, repeal officers liability insurance "tail" or otherwise modify any provision in the Organizational Documents of the Surviving Corporation "runoff" coverage with respect to wrongful acts and/or omissions committed or its Subsidiaries in any manner that would affect (or manage the Surviving Corporation or its Subsidiaries, with the intent to or in a manner that would) adversely the rights thereunder or under the Organizational Documents of the Surviving Corporation or any of its Subsidiaries of any Indemnified Person to indemnification, exculpation and advancement except to the extent required by applicable Law. For a period of six (6) years following the Effective Time, Parent shall, and shall cause the Surviving Corporation and its Subsidiaries to, fulfill and honor any indemnification, expense advancement or exculpation agreements between the Company or any of its Subsidiaries and any of the Indemnified Persons existing immediately allegedly committed prior to the Effective Time. Such coverage shall have an aggregate coverage limit over the term of such policy in an amount no less than the annual aggregate coverage limit under the Company's existing directors and officers liability policy, and in all other respects shall be at least comparable to such existing policy. (b) Parent and the Surviving Corporation will cause to be put in place, and Parent shall fully prepay immediately prior to the Effective Time, “tail” insurance policies with a claims reporting or discovery period of at least six (6) years from the Effective Time (the “Tail Period”) 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 (“D&O Insurance”) in an amount and scope at least as favorable as the Company’s existing policies with respect to matters, acts or omissions existing or occurring at or prior to the Effective Time; provided that in no event shall Parent be required to spend more than 300% (the “Cap Amount”) of the last annual premium paid by the Company prior to the date hereof (the amount of such premium being set forth on Schedule 6.9(b) of the Company Disclosure Letter) per policy year of coverage under such tail policy; provided, further, that if the cost per policy year of such insurance exceeds the Cap Amount, Parent shall purchase as much coverage per policy year as reasonably obtainable for the Cap Amount. (cd) In the event that Parent, the Surviving Corporation Acquiror or any of their Subsidiaries or any of their respective its successors or assignees assigns (i) consolidates with or merges into any other Person person and shall not be the continuing or surviving corporation or entity of such consolidation or merger merger, or (ii) transfers or conveys all or substantially all of its properties and assets to any Personperson, then, and in each such case, to the extent necessary, proper provisions provision shall be made so that the successors and assigns of Parent or the Surviving Corporation, as the case may be, shall Acquiror assume the obligations set forth in this Section 6.9. 4.7. (e) The provisions of this Section 6.9 4.7 are intended to be for the benefit of, and shall be enforceable by, each of the Indemnified Persons. The rights of the Indemnified Persons under this Section 6.9 are in addition to any rights such Indemnified Persons may have under the Organizational Documents of the Company Party and his or any of its Subsidiaries, or under any applicable contracts or Lawher heirs and representatives.

Indemnification; Directors’ and Officers’ Insurance. (a) Without limiting any other rights that any Indemnified Person may have pursuant to any employment agreement or indemnification agreement in effect on the date hereof or otherwise (which shall be assumed by the Surviving Corporation), from the Effective Time until the sixth anniversary of From and after the Effective Time, Parent and Buyer (the Surviving Corporation shall, jointly and severally, indemnify, defend “Indemnifying Party”) shall indemnify and hold harmless harmless, each Person present and former director or officer of Company and its Subsidiaries (the “Indemnified Parties”) and any person who is now, or has been at any time prior to becomes an Indemnified Party between the date of this Agreement and the Effective Time, against any costs or who becomes expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities and amounts paid in settlement incurred after the Effective Time in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of matters existing or occurring at or prior to the Effective Time, a director whether asserted or officer of claimed prior to, at or after the Company or any of its Subsidiaries (the “Indemnified Persons”) against all lossesEffective Time, claims, damages, costs, fines, penalties, expenses (including attorneys’ and other professionals’ fees and expenses), liabilities or judgments or amounts that are paid in settlement, of or incurred in connection with any threatened or actual Proceeding to which such Indemnified Person is a party or is otherwise involved (including as a witness) based, based in whole or in part, on or arising, arising in whole or in partpart out of, out of or pertaining to the fact that such Person is he or she was a director or officer of the Company or any of its Subsidiaries or is or was serving at the request of the Company or any of its Subsidiaries as a director or officer of another corporationdirector, partnershipofficer, limited liability companyemployee, joint venture, trust trustee or other enterprise, as applicable, agent of any other organization or by reason of anything done or not done by such Person in any such capacity, whether pertaining capacity with respect to any act employee benefit plan of Company, including without limitation any matters arising in connection with or omission occurring related to the negotiation, execution, and performance of this Agreement or existing prior toany of the transactions it contemplates, at or after, to the full extent to which such Indemnified Parties would be entitled to have the right to be indemnified under the Articles of Incorporation and Bylaws of Company as in effect on the date of this Agreement as though such Articles of Incorporation and Bylaws continue to remain in effect after the Effective Time and whether asserted or claimed prior to, at or after the Effective Time (“Indemnified Liabilities”), including all Indemnified Liabilities based in whole or in part on, or arising in whole or in part out of, or pertaining to, this Agreement or the Transactions, in each case to the fullest extent as permitted under by applicable Law. For Buyer shall pay expenses in advance of the final disposition of any such action or proceeding to each Indemnified Party to the full extent as would have been permitted by Company under the Company’s Articles of Incorporation, upon receipt of an undertaking to repay such advance payments if such officer, director or employee shall be adjudicated or determined to be not entitled to indemnification in accordance with the Company’s Articles of Incorporation. Buyer’s obligations under this Section 5.10(a) shall continue in full force and effect for a period of six (6) years following from the Effective Time; provided, Parent however, that all rights to indemnification in respect of any claim asserted or made within such period shall continue until the final disposition of such claim; and provided further, that Buyer’s obligations as successor in interest to the Surviving Corporation Company shall not amend, repeal or otherwise modify any provision in continue as required under the Organizational Documents Articles of Incorporation and Bylaws of the Surviving Corporation or its Subsidiaries in any manner that would affect (or manage the Surviving Corporation or its Subsidiaries, with the intent to or in a manner that would) adversely the rights thereunder or under the Organizational Documents of the Surviving Corporation or any of its Subsidiaries of any Indemnified Person to indemnification, exculpation and advancement except to the extent required by applicable Law. For a period of six (6) years following the Effective Time, Parent shall, and shall cause the Surviving Corporation and its Subsidiaries to, fulfill and honor any indemnification, expense advancement or exculpation agreements between the Company or any of its Subsidiaries and any of the Indemnified Persons existing immediately prior to the Effective TimeCompany. (b) Parent and Any Indemnified Party wishing to claim indemnification under this Section 5.10, upon learning of any such claim, action, suit, proceeding or investigation, shall promptly notify the Surviving Corporation will cause Indemnifying Party, but the failure to be put in placeso notify shall not relieve the Indemnifying Party of any liability it may have to such Indemnified Party if such failure does not actually prejudice the Indemnifying Party and, and Parent shall fully prepay immediately prior if so, only to the extent of such actual prejudice. In the event of any such claim, action, suit, proceeding or investigation (whether arising before or after the Effective Time), “tail” (i) the Indemnifying Party shall have the right to assume the defense and the Indemnifying Party shall not be liable to such 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 Indemnifying Party elects not to assume 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 which is reasonably satisfactory to the Indemnifying Party, and the Indemnifying Party shall pay, promptly as statements are received, the reasonable fees and expenses of counsel for the Indemnified Parties (which may not exceed one firm in any jurisdiction), (ii) the Indemnified Parties will cooperate in the defense of any such matter, (iii) the Indemnifying Party shall not be liable for any settlement effected without its prior written consent and (iv) the Indemnifying Party shall have no obligation hereunder in the event that a federal or state banking agency or a court of competent jurisdiction shall determine that indemnification of an Indemnified Party is prohibited by applicable Laws and regulations. 66 (c) Prior to the Closing, Company shall and if Company is unable to, Buyer shall cause the Surviving Entity as of the Effective Time to obtain and fully pay the premium for the extension of Company’s existing directors’ and officers’ insurance policies with 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 insurance carrier with the same or better credit rating as the Company’s current insurance carrier with respect to directors’ and officers’ liability insurance (“D&O Insurance”) in an amount with terms, conditions, retentions, and scope limits of liability that are at least as favorable to the Indemnified Parties as the Company’s existing policies with respect to mattersany actual or alleged error, acts misstatement, misleading statement, act, omission, neglect, breach of duty or omissions existing any matter claimed against a director or occurring officer of Company or any of its Subsidiaries by reason of him or her serving in such capacity that existed or occurred at or prior to the Effective TimeTime (including in connection with this Agreement or the transactions or actions it contemplates); provided provided, however, that in no event shall Parent Company expend, or Buyer or the Surviving Entity be required to spend more than 300% expend, for such “tail” policy in the aggregate a premium amount in excess of an amount (the “Cap AmountMaximum D&O Tail Premium”) equal to 200% of the last annual premium premiums paid by the Company prior to for D&O Insurance in effect as of the date hereof (the amount of such premium being set forth on Schedule 6.9(b) of the Company Disclosure Letter) per policy year of coverage under such tail policythis Agreement; provided, provided further, that if the cost per policy year of such insurance a tail policy exceeds the Cap AmountMaximum D&O Tail Premium, Parent Company, Buyer or the Surviving Entity shall purchase as much obtain a tail policy with the greatest coverage per policy year as reasonably obtainable available for the Cap Amounta cost not exceeding Maximum D&O Tail Premium. (cd) In the event that Parent, the Surviving Corporation If Buyer or any of their Subsidiaries or any of their respective its successors or assignees (i) consolidates assigns shall consolidate with or merges merge into any other Person entity and shall not be the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers shall transfer all or substantially all of its properties and assets to any Personother entity, then, then and in each such case, proper provisions provision shall be made so that the successors and assigns of Parent or the Surviving Corporation, as the case may be, Buyer shall assume the obligations set forth in this Section 6.9. The provisions 5.10. (e) 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 Company or its officers, directors and employees, and that the indemnification of this Section 6.9 5.10 is not a substitute for any claims under any policies. (f) Any indemnification payments made pursuant to this Section 5.10 are intended subject to be for the benefit of, and shall be enforceable by, each conditioned upon their compliance with Section 18(k) of the Indemnified Persons. The rights of Federal Deposit Insurance Act (12 U.S.C. § 1828(k)) and the Indemnified Persons under this Section 6.9 are in addition to any rights such Indemnified Persons may have under regulations promulgated by the Organizational Documents of the Company or any of its Subsidiaries, or under any applicable contracts or LawFDIC (12 C.F.R. Part 359).

Indemnification; Directors’ and Officers’ Insurance. (a) Without limiting any other rights that any Indemnified Person may have pursuant to any employment agreement or indemnification agreement in effect on the date hereof or otherwise (which shall be assumed by the Surviving Corporation), from the Effective Time until the sixth anniversary of From and after the Effective Time, each of Parent and the Surviving Corporation shall, jointly and severally, indemnify, defend will indemnify and hold harmless each Person who is nowharmless, or has been at any time prior to the date of this Agreement or who becomes prior fullest extent permitted under applicable Law (and Parent will also advance expenses as incurred to the Effective Timefullest extent permitted under applicable Law), each present and former director and officer of the Company and its Subsidiaries (collectively, the “Indemnified Parties”) against any costs, expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages, liabilities and amounts paid in settlement (collectively, “Costs”) incurred in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of or related to such Indemnified Parties’ service as a director or officer of the Company or any of its Subsidiaries (the “Indemnified Persons”) against all losses, claims, damages, costs, fines, penalties, expenses (including attorneys’ and other professionals’ fees and expenses), liabilities or judgments or amounts that are paid in settlement, of or incurred in connection with any threatened or actual Proceeding to which such Indemnified Person is a party or is otherwise involved (including as a witness) based, in whole or in part, on or arising, in whole or in part, out of the fact that such Person is or was a director or officer of the Company or any of its Subsidiaries or is or was serving services performed by such persons at the request of the Company or any of its Subsidiaries as a director or officer of another corporation, partnership, limited liability company, joint venture, trust or other enterprise, as applicable, or by reason of anything done or not done by such Person in any such capacity, whether pertaining to any act or omission occurring or existing prior to, at or after, prior to the Effective Time and Time, whether asserted or claimed prior to, at or after the Effective Time Time, including, for the avoidance of doubt, in connection with (“Indemnified Liabilities”), including all Indemnified Liabilities based in whole or in part on, or arising in whole or in part out of, or pertaining to, i) the Merger and the other 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 the Transactions, in each case Person to the fullest extent permitted under applicable Law. For a period of six whom Costs are advanced provides an undertaking to repay such Costs if it is ultimately determined that such Person is not entitled to indemnification. (6b) years following Prior to the Effective Time, Parent and the Surviving Corporation Company shall not amendand, repeal or otherwise modify any provision in if the Organizational Documents of the Surviving Corporation or its Subsidiaries in any manner that would affect (or manage the Surviving Corporation or its Subsidiaries, with the intent to or in a manner that would) adversely the rights thereunder or under the Organizational Documents of the Surviving Corporation or any of its Subsidiaries of any Indemnified Person to indemnification, exculpation and advancement except to the extent required by applicable Law. For a period of six (6) years following the Effective TimeCompany is unable to, Parent shall, and shall cause the Surviving Corporation and its Subsidiaries to, fulfill and honor any indemnification, expense advancement or exculpation agreements between the Company or any of its Subsidiaries and any as of the Indemnified Persons existing immediately prior Effective Time to obtain and fully pay the Effective Time. (b) Parent and the Surviving Corporation will cause to be put in place, and Parent shall fully prepay immediately prior to the Effective Time, 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 for the Indemnified Parties, and (ii) the Company’s existing fiduciary and employment practices 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 insurance carrier 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”) in an amount with benefits, terms, conditions, retentions and scope levels of coverage that are at least as favorable to the Indemnified Parties as the Company’s existing policies with respect to matters, acts any matters that existed or omissions existing or occurring occurred at or prior to the Effective TimeTime (including in connection with this Agreement or the transactions or actions contemplated hereby); provided that the cost of the annual premium amount for such “tail” insurance policies does not exceed an amount equal to 300% of the annual premiums currently paid by the Company for such insurance. If the Company and the Surviving Corporation for any reason fail to obtain such “tail” insurance policies as of the Effective Time, the Surviving Corporation shall, and Parent shall cause the Surviving Corporation to, continue to maintain in effect for a period of at least six years from and after the Effective Time the D&O Insurance in place as of the date of this Agreement with benefits, terms, conditions, retentions and levels of coverage that are at least as favorable to the insureds as provided in the Company’s existing policies as of the date of this Agreement, or the Surviving Corporation shall, and Parent shall cause the Surviving Corporation to, use reasonable best efforts to purchase comparable D&O Insurance for such six-year period with benefits, terms, conditions, retentions and levels of coverage that are at least as favorable to the insureds as provided in the Company’s existing policies as of the date of this Agreement; provided, however, that in no event shall Parent or the Surviving Corporation be required to spend more than expend for such policies pursuant to this sentence an annual premium amount in excess of 300% (the “Cap Amount”) of the last annual premium premiums currently paid by the Company prior to the date hereof (the amount of for such premium being set forth on Schedule 6.9(b) of the Company Disclosure Letter) per policy year of coverage under such tail policyinsurance; and provided, further, that if the cost per policy year annual premiums of such insurance exceeds coverage exceed such amount, the Cap Amount, Parent Surviving Corporation shall purchase as much obtain a policy with the greatest coverage per policy year as reasonably obtainable available for the Cap Amounta cost not exceeding such amount. (c) In the event that Parent, If Parent or the Surviving Corporation or any of their Subsidiaries or any of their respective successors or assignees assigns (i) consolidates shall consolidate with or merges merge into any other Person corporation or entity and shall not be the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers shall transfer all or substantially all of its properties and assets to any Personindividual, corporation or other entity, then, and in each such case, proper provisions shall be made so that the successors and assigns of Parent or the Surviving Corporation, as the case may be, Corporation shall assume all of the obligations set forth in this Section 6.9. 6.11. (d) The provisions of this Section 6.9 6.11 are intended to be for the benefit of, and shall be enforceable by, each of the Indemnified Persons. Parties, who are third party beneficiaries of this Section 6.11. (e) The rights of the Indemnified Persons Parties under this Section 6.9 are 6.11 shall be in addition to any rights such Indemnified Persons Parties may have under the Organizational Documents certificate of incorporation, bylaws or comparable governing documents of the Company or any of its Subsidiaries, or under any applicable contracts Contracts or LawLaws. 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 certificate of incorporation, bylaws or comparable governing documents of the Company and its Subsidiaries or any indemnification agreement between such Indemnified Party and the Company or any of its Subsidiaries shall survive the Merger and shall not be amended, repealed or otherwise modified in any manner that would adversely affect any right thereunder of any such Indemnified Party.

Indemnification; Directors’ and Officers’ Insurance. (a) Without limiting any other rights that any Indemnified Person may have pursuant to any employment agreement or indemnification agreement in effect on the date hereof or otherwise (which shall be assumed by the Surviving Corporation), from the Effective Time until the sixth anniversary of After the Effective Time, Parent and in the Surviving Corporation shallevent of any threatened or actual claim, jointly and severallyaction, indemnifysuit, defend and hold harmless each Person proceeding or investigation, whether civil, criminal or administrative, including any such claim, action, suit, proceeding or investigation in which any individual who is now, or has been at any time prior to the date of this Agreement Agreement, or who becomes prior to the Effective Time, a director director, officer or officer employee of the Company or any of its Subsidiaries (the “Indemnified Persons”) against all losses, claims, damages, costs, fines, penalties, expenses (including attorneys’ and other professionals’ fees and expenses), liabilities or judgments or amounts that are paid in settlement, of or incurred in connection with any threatened or actual Proceeding to which such Indemnified Person is a party or is otherwise involved (including as a witness) based, in whole or in part, on or arising, in whole or in part, out of the fact that such Person is or was a director or officer of the Company or any of its Subsidiaries or who is or was serving at the request of the Company or any of its the Company Subsidiaries as a director director, officer, employee or officer agent of another corporation, partnership, limited liability company, joint venture, trust or other enterprise, as applicable, or by reason of anything done or not done by such Person in any such capacity, whether pertaining to any act or omission occurring or existing prior to, at or after, (the Effective Time and whether asserted or claimed prior to, at or after the Effective Time (“Indemnified LiabilitiesParties”), including all Indemnified Liabilities is, or is threatened to be, made a party based in whole or in part on, or arising in whole or in part out of, or pertaining toto (i) the fact that such individual is or was a director, officer or employee of the Company or any of the Company Subsidiaries or (ii) this Agreement or any of the Transactionstransactions contemplated by this Agreement, in each case to the fullest extent permitted under applicable Law. For a period of six (6) years following whether asserted or arising before or after the Effective Time, Parent will, and will cause the Surviving Corporation shall not amendto, repeal indemnify, defend and hold harmless, such Indemnified Parties against such claims, actions, suits or otherwise modify any provision proceedings, to the fullest extent that would be permitted under applicable Delaware corporate Law (including reimbursement for reasonable fees and expenses incurred in the Organizational Documents advance of the Surviving Corporation or its Subsidiaries in any manner that would affect (or manage the Surviving Corporation or its Subsidiaries, with the intent to or in a manner that would) adversely the rights thereunder or under the Organizational Documents of the Surviving Corporation or any of its Subsidiaries final disposition of any claim, suit, proceeding or investigation to each Indemnified Person to indemnification, exculpation Party). From and advancement except to the extent required by applicable Law. For a period of six (6) years following after the Effective Time, Parent shallwill, and shall will cause the Surviving Corporation and its Subsidiaries to, fulfill and honor in all respects the obligations of the Company to indemnify, defend and hold harmless, the Indemnified Parties as provided in the Company Charter and the Company Bylaws in effect on the date hereof, and any indemnificationagreement specifically listed in Section 6.8 of the Company Disclosure Letter, expense advancement provided, however, to the extent any such matter arises out of service by any individual as a director or exculpation officer of Parent as of or after the Merger, such indemnity shall be provided in accordance with the Parent Charter and Parent Bylaws, as in effect from time to time, and any director and officer indemnification agreements between the Company or any of its Subsidiaries Parent and any of the Indemnified Persons existing immediately prior to the Effective Timesuch person. (b) Parent and will use its reasonable best efforts to cause the Surviving Corporation will cause to be put in place, and Parent shall fully prepay immediately prior to the Effective Time, “tail” insurance policies with a claims reporting or discovery period of at least six (6) years from the Effective Time (the “Tail Period”) from an insurance carrier with the same or better credit rating as individuals covered by the Company’s current insurance carrier with respect to directors’ and officers’ liability insurance (“D&O Insurance”) in an amount and scope at least as favorable as the Company’s existing policies with respect to matters, acts or omissions existing or occurring at or immediately prior to the Effective Time; Time to be covered for a period of six years after the Effective Time by the directors’ and officers’ liability insurance as in effect on the Measurement Date, and if that is not practicable, then such insurance not substantially less favorable to the insureds than the policy maintained by the Company as of the Measurement Date (such other insurance may include so-called “tail” policies, of at least the same coverage and amounts containing terms and conditions that are not less advantageous than the Company’s policy as in effect on the Measurement Date) with respect to acts or omissions occurring prior to the Effective Time that were committed by such officers and directors in their capacity as such, and provided further, that in no event shall will Parent be required to spend more than 300expend in any year an amount in excess of 150% (the “Cap Amount”) of the last annual premium aggregate premiums currently paid by the Company prior for such insurance (the “Maximum Premium”). If such insurance coverage cannot be obtained at all, or can only be obtained at an annual premium in excess of the Maximum Premium, Parent will maintain policies of directors’ and officers’ insurance obtainable for an annual premium equal to the date hereof (Maximum Premium. Notwithstanding the amount of foregoing, Parent’s obligations under this Section 6.8(b) will be deemed satisfied to the extent that any such premium being set forth on Schedule 6.9(b) of the Company Disclosure Letter) per individual is covered for all such periods with respect to such acts or omissions under any directors’ and officers’ liability insurance policy year of coverage under such tail policy; provided, further, that if the cost per policy year of such insurance exceeds the Cap Amount, maintained by Parent shall purchase as much coverage per policy year as reasonably obtainable for the Cap Amountits directors and officers. (c) This Section 6.8 will survive the Effective Time and is expressly intended to be for the benefit of, and will be enforceable by the Indemnified Parties and their respective heirs and personal representatives and shall be binding on Parent and the Surviving Corporation and their respective successors and assigns. In the event that Parent, Parent or the Surviving Corporation or any of their Subsidiaries or any of their respective successors or assignees assigns (i) consolidates with or merges into any other Person and shall not be the continuing or surviving corporation or entity of in such consolidation or merger or (ii) transfers all or substantially all of its properties and assets to any Person, then, and in each such case, proper provisions provision shall be made so that the successors successor and assigns assign of Parent or the Surviving Corporation, as the case may be, shall assume honor the obligations set forth with respect to Parent or the Surviving Corporation, as the case may be, in this Section 6.9. The provisions of this Section 6.9 are intended to be for the benefit of, and shall be enforceable by, each of the Indemnified Persons. The rights of the Indemnified Persons under this Section 6.9 are in addition to any rights such Indemnified Persons may have under the Organizational Documents of the Company or any of its Subsidiaries, or under any applicable contracts or Law6.8.

Indemnification; Directors’ and Officers’ Insurance. (a) Without limiting any other rights that any Indemnified Person may have pursuant to any employment agreement or indemnification agreement in effect on the date hereof or otherwise (which shall be assumed by the Surviving Corporation), from From the Effective Time until through the sixth (6th) anniversary of the date on which the Effective TimeTime occurs, Parent shall, and shall cause the Surviving Corporation shall, jointly and severally, indemnify, defend to indemnify and hold harmless each Person person who is now, or has been at any time prior to the date of this Agreement or who becomes prior to the Effective Time, a director or officer of the Company or any of its Subsidiaries, as well as the former directors and officers of the Company or any of its Subsidiaries set forth on Section 7.13(a) of the Company Disclosure Schedule (collectively, the “Indemnified PersonsParties”) ), against all claims, losses, claimsliabilities, damages, costsjudgments, finesfines and reasonable fees, penaltiescosts and expenses, expenses (including attorneys’ and other professionals’ fees and expensesdisbursements (collectively, “Costs”), liabilities or judgments or amounts that are paid in settlement, of or incurred in connection with any threatened claim, action, suit, proceeding or actual Proceeding to which such Indemnified Person is a party investigation, whether civil, criminal, administrative or is otherwise involved (including as a witness) basedinvestigative, in whole or in part, on or arising, in whole or in part, arising out of or pertaining to (i) the fact that such Person the Indemnified Party is or was a an officer or director or officer of the Company or any of its Subsidiaries or is (ii) acts or was serving at the request of the Company or any of its Subsidiaries as a director or officer of another corporation, partnership, limited liability company, joint venture, trust or other enterprise, as applicable, or by reason of anything done or not done by such Person in any such capacity, whether pertaining omissions occurring prior to any act or omission occurring or existing prior to, at or after, the Effective Time (including acts or omissions in connection with this Agreement and the consummation of the transactions contemplated hereby), whether asserted or claimed prior to, at or after the Effective Time (“Indemnified Liabilities”)Time, including all Indemnified Liabilities based in whole or in part on, or arising in whole or in part out of, or pertaining to, this Agreement or the Transactions, in each case to the fullest extent permitted under applicable LawDelaware Law for officers and directors of Delaware corporations. For a period of six Parent shall (6) years following the Effective Time, Parent and or shall cause the Surviving Corporation shall not amend, repeal or otherwise modify any provision in to) cause the Organizational Documents certificate of the Surviving Corporation or its Subsidiaries in any manner that would affect incorporation and bylaws (or manage the Surviving Corporation or its Subsidiaries, with the intent to or in a manner that wouldequivalent organizational documents) adversely the rights thereunder or under the Organizational Documents of the Surviving Corporation or any of its Subsidiaries of any Indemnified Person to indemnification, exculpation and advancement except to the extent required by applicable Law. For a period of six (6) years following the Effective Time, Parent shall, and shall cause the Surviving Corporation and its Subsidiaries to, fulfill to contain provisions no less favorable with respect to the indemnification of and honor any indemnification, expense advancement of expenses to directors and officers than are set forth in the Charter and Bylaws (or exculpation agreements between equivalent organizational documents) of the Company (and the relevant Subsidiary) as in effect on the date hereof. Each Indemnified Party will be entitled to advancement of legal or other expenses incurred in the defense of any such claim, action, suit, proceeding or investigation from the Surviving Corporation within ten (10) Business Days of its Subsidiaries and any of receipt by Parent or the Surviving Corporation from the Indemnified Persons existing immediately prior Party of a request therefor; provided, that, any Person to the Effective Timewhom expenses are advanced provides an undertaking to repay such advances if it is ultimately determined that such Person is not entitled to indemnification. (b) Parent and Subject to the next sentence, the Surviving Corporation will cause to be put in placeshall maintain, and Parent shall fully prepay immediately prior cause the Surviving Corporation to maintain, at no expense to the Effective TimeIndemnified Parties, “tail” insurance policies with a claims reporting or discovery period of at least in effect for six (6) years from the Effective Time (the “Tail Period”) from an insurance carrier with current policies of the same or better credit rating as the Company’s current insurance carrier with respect to directors’ and officers’ liability insurance (“D&O Insurance”) in an amount and scope at least as favorable as maintained by the Company’s existing policies Company with respect to matters, acts or omissions matters existing or occurring at or prior to the Effective Time; provided that Time (including those related to this Agreement and the transactions contemplated hereby), so long as the annual premium therefor would not be in no event shall Parent be required to spend more than 300excess of 120% (the “Cap Amount”) of the last annual premium paid by the Company prior to the date hereof (the amount of such in its most recent fiscal year, which premium being is set forth on Schedule 6.9(bin Section 7.13(b) of the Company Disclosure Letter) per policy year of coverage under such tail policy; provided, further, that if the cost per policy year Schedule (120% of such annual premium, the “Maximum Premium”). If the Company’s existing insurance expires, is terminated or canceled during such six-year period or exceeds the Cap AmountMaximum Premium, the Surviving Corporation shall obtain (or Parent shall purchase cause the Surviving Corporation to obtain) as much coverage per policy year directors’ and officers’ liability insurance as reasonably obtainable can be obtained for the Cap Amountremainder of such period for an annualized premium not in excess of the Maximum Premium, on terms and conditions no less favorable to the Indemnified Parties than the Company’s existing directors’ and officers’ liability insurance. The provisions of this Section 7.13(b) 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 7.13, which policies shall, for a period of six (6) years from the Effective Time, provide such Indemnified Parties with coverage, and on terms and conditions, no less advantageous to such Indemnified Parties than the Company’s existing directors’ and officers’ liability insurance, 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). (c) If Parent fails to comply with its obligations under this Section 7.13, and, in order to enforce an Indemnified Party’s rights under this Section 7.13, an Indemnified Party commences a suit that results in a judgment against Parent that Parent breached its obligations under this Section 7.13, Parent shall pay to the Indemnified Party its reasonable costs and expenses (including reasonable attorneys’ fees and expenses) incurred in connection with such suit after delivery to Parent of reasonable documentation evidencing such costs and expenses. (d) In the event that Parent, the Surviving Corporation or any of their respective Subsidiaries (or any of their respective successors or assignees (iassigns) consolidates with or merges into with any other Person and shall is not be the continuing or surviving corporation or entity of Person in such consolidation or merger or (ii) transfers all or substantially all of its properties and assets to any Personmerger, then, then in each such case, case proper provisions provision shall be made so that the continuing or surviving Person (or its successors and assigns of Parent or the Surviving Corporationassigns, as the case may be, if applicable) shall assume the obligations set forth in this Section 6.9. 7.13. (e) The provisions of this Section 6.9 7.13 are intended to be in addition to the rights otherwise available to the current officers and directors of the Company by law, charter, statute, by-law or agreement, and shall operate for the benefit of, and shall be enforceable by, each of the Indemnified Persons. The rights of the Indemnified Persons under this Parties, their heirs and their representatives in accordance with Section 6.9 are in addition to any rights such Indemnified Persons may have under the Organizational Documents of the Company or any of its Subsidiaries, or under any applicable contracts or Law10.8 hereof.

Indemnification; Directors’ and Officers’ Insurance. (a) Without limiting any other rights that any Indemnified Person may have pursuant to any employment agreement or indemnification agreement in effect on the date hereof or otherwise (which shall be assumed by the Surviving Corporation), from the Effective Time until the sixth anniversary of From and after the Effective Time, Parent and the Surviving Corporation shall, jointly and severally, indemnify, defend shall indemnify and hold harmless each Person who is nowharmless, or has been at any time prior to the date of this Agreement or who becomes prior to the Effective Timefullest extent permitted by applicable law, a each present and former director or and officer of the Company or any of and its Subsidiaries (in each case, when acting in such capacity) (collectively, the “Company Indemnified PersonsParties”) against all lossesany costs or expenses (including reasonable attorneys’ fees), claims, damages, costsjudgments, fines, penaltieslosses, expenses (including attorneys’ and other professionals’ fees and expenses), damages or liabilities or judgments or amounts that are paid in settlement, of or incurred in connection with any threatened or actual Proceeding to which such Indemnified Person is a party claim, action, suit, proceeding or is otherwise involved (including as a witness) basedinvestigation, whether civil, criminal, administrative or investigative, whether arising before or after the Effective Time, arising in whole or in partpart out of, on or arisingpertaining to, in whole or in part, out of the fact that such Person person is or was a director or officer of the Company or any of its Subsidiaries or is or was serving at the request of the Company or any of its Subsidiaries as a director or officer of another corporation, partnership, limited liability company, joint venture, trust or other enterprise, as applicable, or by reason of anything done or not done by such Person in any such capacity, whether person and pertaining to any act or omission occurring or existing prior to, at or after, the Effective Time and whether asserted or claimed prior to, at or after the Effective Time (“Indemnified Liabilities”), including all Indemnified Liabilities based in whole or in part on, or arising in whole or in part out of, or pertaining to, this Agreement or the Transactions, in each case to the fullest extent permitted under applicable Law. For a period of six (6) years following the Effective Time, Parent and the Surviving Corporation shall not amend, repeal or otherwise modify any provision in the Organizational Documents of the Surviving Corporation or its Subsidiaries in any manner that would affect (or manage the Surviving Corporation or its Subsidiaries, with the intent to or in a manner that would) adversely the rights thereunder or under the Organizational Documents of the Surviving Corporation or any of its Subsidiaries of any Indemnified Person to indemnification, exculpation and advancement except to the extent required by applicable Law. For a period of six (6) years following the Effective Time, Parent shall, and shall cause the Surviving Corporation and its Subsidiaries to, fulfill and honor any indemnification, expense advancement or exculpation agreements between the Company or any of its Subsidiaries and any of the Indemnified Persons existing immediately prior to the Effective Time. (b) Parent and the Surviving Corporation will cause to be put in place, and Parent shall fully prepay immediately prior to the Effective Time, “tail” insurance policies with a claims reporting or discovery period of at least six (6) years from the Effective Time (the “Tail Period”) 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 (“D&O Insurance”) in an amount and scope at least as favorable as the Company’s existing policies with respect to matters, acts or omissions existing or occurring at or prior to the Effective Time, including matters, acts or omissions occurring in connection with the approval of this Agreement and the transactions contemplated by this Agreement; and Parent shall also advance expenses as incurred by such Company Indemnified Party to the fullest extent permitted by applicable law; provided that the Company Indemnified Party to whom expenses are advanced provides an undertaking to repay such advances if it is ultimately determined that such Company Indemnified Party is not entitled to indemnification. Parent shall reasonably cooperate with the Company Indemnified Party, and the Company Indemnified Party shall reasonably cooperate with Parent, in the defense of any such claim, action, suit, proceeding or investigation. (b) For a period of six (6) years after the Effective Time, Parent shall maintain in effect the current policies of directors’ and officers’ liability insurance maintained by the Company (provided that Parent may substitute therefor policies with a substantially comparable insurer of at least the same coverage and amounts containing terms and conditions which are no event less advantageous to the insured) with respect to claims against the present and former officers and directors of the Company or any of its Subsidiaries arising from facts or events which occurred at or before the Effective Time (including the transactions contemplated by this Agreement); provided that Parent shall Parent not be required obligated to spend more than expend, on an annual basis, an amount in excess of 300% of the current annual premium paid as of the date hereof by the Company for such insurance (the “Cap AmountPremium Cap”) ), and if such premiums for such insurance would at any time exceed the Premium Cap, then Parent shall cause to be maintained policies of insurance which provide the maximum coverage available at an annual premium equal to the Premium Cap. In lieu of the last annual premium paid by foregoing, the Company may, in consultation with Parent, obtain at or prior to the date hereof (Effective Time a six-year “tail” policy under the Company’s existing directors and officers insurance policy providing equivalent coverage to that described in the preceding sentence if and to the extent that the same may be obtained for an amount of such premium being set forth on Schedule 6.9(b) of that, in the aggregate, does not exceed the Premium Cap. If Parent or the Company Disclosure Letter) per policy year of coverage under purchases such a “tail policy; provided, further, that if the cost per policy year of such insurance exceeds the Cap Amount, ,” Parent shall purchase as much coverage per policy year as reasonably obtainable for the Cap Amountmaintain such “tail policy” in full force and effect and continue to honor its obligations thereunder. (c) In The obligations of Parent and the event that Parent, the Surviving Corporation or any of their Subsidiaries or any of their respective successors or assignees (i) consolidates with or merges into any other Person and Company under this Section 6.7 shall not be terminated or modified after the continuing Effective Time in a manner so as to adversely affect any Company Indemnified Party or surviving corporation or entity any other person entitled to the benefit of such consolidation or merger or (ii) transfers all or substantially all of its properties and assets to any Person, then, in each such 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 the obligations set forth in this Section 6.9. 6.7 without the prior written consent of the affected Company Indemnified Party or affected person. (d) The provisions of this Section 6.9 6.7 shall survive the Effective Time and are intended to be for the benefit of, and shall be enforceable by, each of the Company Indemnified PersonsParty and his or her heirs and representatives. The rights of the Indemnified Persons under this Section 6.9 are in addition to any rights such Indemnified Persons may have under the Organizational Documents of the Company If Parent or any of its Subsidiariessuccessors or assigns will consolidate with or merge into any other entity and not be the continuing or surviving entity of such consolidation or merger, transfer all or under substantially all of its assets or deposits to any applicable contracts other entity or Lawengage in any similar transaction, then in each case to the extent the obligations set forth in this Section 6.7 are not otherwise transferred and assumed by such successors and assigns by operation of law or otherwise, Parent will cause proper provision to be made so that the successors and assigns of Parent will expressly assume the obligations set forth in this Section 6.7.

Indemnification; Directors’ and Officers’ Insurance. (a) Without limiting any other rights that any Indemnified Person may have pursuant to any employment agreement or indemnification agreement in effect on the date hereof or otherwise For a period of no less than six (which shall be assumed by the Surviving Corporation), from the Effective Time until the sixth anniversary of 6) years after the Effective Time, Parent and the Surviving Corporation shall, jointly and severally, indemnify, defend shall indemnify and hold harmless each harmless, and provide advancement of expenses to, all current or former directors and officers of the Company or any of its Subsidiaries, any Person who is now, or has been at any time prior to the date of this Agreement or who becomes prior to the Effective Time, a director or officer of the Company or any of its Subsidiaries (prior to the “Indemnified Persons”) against all losses, claims, damages, costs, fines, penalties, expenses (including attorneys’ Effective Time and other professionals’ fees and expenses), liabilities any current or judgments or amounts that are paid in settlement, former director of or incurred in connection with any threatened or actual Proceeding to which such Indemnified Person is a party or is otherwise involved (including as a witness) based, in whole or in part, on or arising, in whole or in part, out of the fact that such Person is or was a director or officer of the Company or any of its Subsidiaries who is, was or is at any time prior to the Effective Time does serve as a director, officer, member, trustee or was serving fiduciary of another corporation, partnership, joint venture, trust, pension plan or employee benefit plan at the request of or for the benefit of the Company or any of its Subsidiaries as a director (together with their respective heirs and representatives, the “Indemnified Parties”) to the fullest extent permitted by applicable Legal Requirements in respect of acts or officer of another corporation, partnership, limited liability company, joint venture, trust or other enterprise, as applicable, or by reason of anything done or not done by such Person in any such capacity, whether pertaining to any act or omission omissions occurring or existing prior to, alleged to have occurred at or after, prior to the Effective Time (including acts or omissions in connection with the approval of this Agreement and the consummation of the Merger and the related transactions), whether asserted or claimed prior to, at or after the Effective Time, in connection with such Persons serving as an officer or director of the Company or any of the Subsidiaries of the Company or, while a director or officer of the Company or any of its Subsidiaries, was serving at the request of the Company or any of the Subsidiaries of the Company as a director, officer, member, trustee or fiduciary of another corporation, partnership, joint venture, trust, pension plan or employee benefit plan. The parties hereto agree that for six (6) years after the Effective Time (“including acts or omissions in connection with the approval of this Agreement and the consummation of the Merger and the related transactions) all rights to elimination or limitation of liability, indemnification, exculpation or advancement of expenses for acts or omissions occurring or alleged to have occurred 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 Indemnified Liabilities”), including all Indemnified Liabilities based Parties as provided in whole the Organizational Documents of the Company or any of its Subsidiaries or in part onany written agreement between the Company or any of its Subsidiaries and such Person that is publicly filed or set forth in Part 4.10(a) of the Company Disclosure Schedule shall survive the Merger and shall continue in full force and effect. For six (6) years after the Effective Time, the Surviving Corporation shall cause to be maintained in effect the provisions in: (i) the Organizational Documents of the Company and each of the Subsidiaries of the Company; and (ii) any other agreements of the Company or arising in whole or in part out of, or pertaining to, this Agreement or any of the TransactionsSubsidiaries of the Company with any Indemnified Party, in each case case, regarding exculpation, elimination or limitation of liability, indemnification of officers and directors or other fiduciaries and advancement of expenses that are in existence on the date of this Agreement set forth in Part 4.10(a) of the Company Disclosure Schedule, and no such provision shall be amended, modified or repealed in any manner that would adversely affect the rights or protections thereunder of any such Indemnified Party in respect of acts or omissions occurring or alleged to have occurred at or prior to the fullest extent permitted under applicable Law. Effective Time (including acts or omissions in connection with the approval of this Agreement and the consummation of the Merger and the related transactions) without the consent of such Indemnified Party. (b) For a period of no less than six (6) years following the Effective Time, Parent and the Surviving Corporation shall not amend, repeal or otherwise modify any provision in the Organizational Documents of the Surviving Corporation or its Subsidiaries in any manner that would affect (or manage the Surviving Corporation or its Subsidiaries, with the intent to or in a manner that would) adversely the rights thereunder or under the Organizational Documents of the Surviving Corporation or any of its Subsidiaries of any Indemnified Person to indemnification, exculpation and advancement except to the extent required by applicable Law. For a period of six (6) years following the Effective Time, Parent shall, and shall cause the Surviving Corporation and its Subsidiaries to, fulfill and honor any indemnification, expense advancement or exculpation agreements between the Company or any of its Subsidiaries and any of the Indemnified Persons existing immediately prior to the Effective Time. (b) Parent and the Surviving Corporation will cause to be put maintained in place, and Parent shall fully prepay immediately prior to effect the Effective Time, “tail” insurance policies with a claims reporting or discovery period existing policy of at least six (6) years from the Effective Time (the “Tail Period”) 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 (“D&O Insurance”or a comparable replacement policy) in an amount and scope at least as favorable as the Company’s existing policies with respect to matters, acts or omissions existing or occurring at or prior to the Effective Time; provided that in no event shall Parent be required to spend more than 300% (the “Cap Amount”) of the last annual premium paid by the Company prior to the date hereof (the amount of such premium being set forth on Schedule 6.9(b) of the Company Disclosure Letter) per policy year of coverage under such tail policy; provided, further, that if the cost per policy year of such insurance exceeds the Cap Amount, Parent shall purchase as much coverage per policy year as reasonably obtainable for the Cap Amount. (c) In the event that Parent, the Surviving Corporation or any of their Subsidiaries or any of their respective successors or assignees (i) consolidates with or merges into any other Person and shall not be the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers all or substantially all of its properties and assets to any Person, then, in each such 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 the obligations set forth in this Section 6.9. The provisions of this Section 6.9 are intended to be for the benefit of, and shall be enforceable by, each of the Indemnified Persons. The rights of the Indemnified Persons under this Section 6.9 are in addition to any rights such Indemnified Persons may have under the Organizational Documents of the Company or any of its Subsidiaries, or under any applicable contracts or Law.the

Indemnification; Directors’ and Officers’ Insurance. (a) Without limiting In the event of any other rights that threatened or actual claim, action, suit, proceeding or investigation, whether civil, criminal or administrative, including any Indemnified Person may have pursuant to such claim, action, suit, proceeding or investigation (each a “Claim”) in which any employment agreement or indemnification agreement in effect on the date hereof or otherwise (which shall be assumed by the Surviving Corporation), from the Effective Time until the sixth anniversary of the Effective Time, Parent and the Surviving Corporation shall, jointly and severally, indemnify, defend and hold harmless each Person individual who is now, or has been at any time prior to the date of this Agreement Agreement, or who becomes prior to the Effective Time, a director or officer of the Company or any of its Subsidiaries (the “Indemnified Persons”) against all losses, claims, damages, costs, fines, penalties, expenses (including attorneys’ and other professionals’ fees and expenses), liabilities or judgments or amounts that are paid in settlement, of or incurred in connection with any threatened or actual Proceeding to which such Indemnified Person is a party or is otherwise involved (including as a witness) based, in whole or in part, on or arising, in whole or in part, out of the fact that such Person is or was a director or officer of the Company CBI or any of its Subsidiaries or who is or was serving at the request of the Company CBI or any of its Subsidiaries as a director director, officer, employee, member or officer otherwise of another corporation, partnership, limited liability company, joint venture, trust or other enterprise, as applicable, or by reason of anything done or not done by such Person in any such capacity, whether pertaining to any act or omission occurring or existing prior to, at or after, (the Effective Time and whether asserted or claimed prior to, at or after the Effective Time (“Indemnified LiabilitiesParties”), including all Indemnified Liabilities is, or is threatened to be, made a party based in whole or in part on, or arising in whole or in part out of, or pertaining to, this Agreement to (i) the fact that he is or the Transactions, in each case to the fullest extent permitted under applicable Law. For was a period director or officer of six (6) years following the Effective Time, Parent and the Surviving Corporation shall not amend, repeal or otherwise modify any provision in the Organizational Documents of the Surviving Corporation or its Subsidiaries in any manner that would affect (or manage the Surviving Corporation or its Subsidiaries, with the intent to or in a manner that would) adversely the rights thereunder or under the Organizational Documents of the Surviving Corporation CBI or any of its Subsidiaries or was serving at the request of CBI or any Indemnified of its Subsidiaries as a director or officer of another Person to indemnificationor (ii) this Agreement or any of the transactions this Agreement contemplates, exculpation and advancement except to the extent required by applicable Law. For a period of six (6) years following whether asserted or arising before or after the Effective Time, Parent the parties shall cooperate and use their best efforts to defend against and respond thereto. From and after the Effective Time, FNB shall, and shall cause the Surviving Corporation and its Subsidiaries Company to, fulfill indemnify, defend and honor any indemnificationhold harmless, expense advancement or exculpation agreements between as and to the Company or any of its Subsidiaries fullest extent currently provided under applicable law, the CBI Articles, the CBI Bylaws and any agreement set forth in Section 6.7 of the CBI Disclosure Schedule, each such Indemnified Persons existing immediately prior to Party against any losses, claims, damages, liabilities, costs, expenses, including reimbursement for reasonable fees and expenses, including fees and expenses of legal counsel, including local counsel, incurred in advance of the Effective Timefinal disposition of any claim, suit, proceeding or investigation upon receipt of any undertaking required by applicable law, judgments, fines and amounts paid in settlement in connection with any such threatened or actual claim, action, suit, proceeding or investigation. (b) Parent FNB and the Surviving Corporation will cause Company agree that all rights to indemnification of liabilities, including advancement of expenses, and all limitations with respect thereto, existing in favor of any Indemnified Person, as provided in the CBI Articles or the CBI Bylaws, shall survive the Merger and shall continue in full force and effect, without any amendment thereto; provided, however, that in the event any Claim is asserted or made, any determination required to be put made with respect to whether an Indemnified Person’s conduct complies with the standards set forth under the PBCL, the CBI Articles or the CBI Bylaws, as the case may be, shall be made by independent legal counsel, whose fees and expenses shall be paid by FNB and the Surviving Company, selected by such Indemnified Person and reasonably acceptable to FNB; and, provided further that nothing in placethis Section 6.7 shall impair any rights or obligations of any current or former director or officer of CBI or its Subsidiaries, and Parent shall fully prepay immediately prior including pursuant to the respective organizational documents of CBI, or their respective Subsidiaries, under the PBCL or otherwise. (c) Prior to the Effective Time, “tail” insurance policies with FNB shall obtain at the expense of CBI, and FNB shall maintain for a claims reporting or discovery period of at least six (6) years from following the Effective Time (the “Tail Period”) from an insurance carrier with the same or better credit rating as the Company’s current insurance carrier with respect to Time, directors’ and officers’ liability insurance (“D&O Insurance”) and fiduciary liability insurance policies in an amount and scope at least as favorable as the Company’s existing policies with respect to matters, of acts or omissions existing or occurring at or prior to the Effective Time; , including the transactions this Agreement contemplates, covering the Indemnified Persons who as of the Effective Time are covered by CBI’s directors’ and officers’ liability insurance or fiduciary liability insurance policies, provided that FNB may substitute therefor policies of at least the same coverage and amounts containing terms and conditions that are not less advantageous than such policies of CBI or single premium tail coverage with policy limits equal to CBI’s existing coverage limits, provided that in no event shall Parent FNB be required to spend more than 300expend for any one year an amount in excess of 150% of the annual premium currently paid by CBI for such insurance (the “Cap Insurance Amount”), and further provided that if FNB is unable to maintain or obtain the insurance called for by this Section 6.7(c) as a result of the last annual premium paid preceding provision, FNB shall use its commercially reasonable best efforts to obtain the most advantageous coverage as is available for the maximum Insurance Amount. The provisions of the immediately preceding sentence shall be deemed to have been satisfied if prepaid policies have been obtained prior to the Effective Time from an insurer or insurers selected by FNB that have an insurer financial strength rating by A.M. Best Co. of at least “A,” which policies provide the Company Indemnified Persons with coverage, from the Effective Time to the sixth anniversary of the Effective Time, including in respect of the transactions this Agreement contemplates, on terms that are no less advantageous to Indemnified Persons than CBI’s D&O Insurance existing immediately prior to the date hereof (of this Agreement. If such prepaid policies have been obtained prior to the amount of Effective Time, then the FNB shall maintain such premium being set forth on Schedule 6.9(b) of policies in full force and effect and continue the Company Disclosure Letter) per policy year of coverage under such tail policy; provided, further, that if the cost per policy year of such insurance exceeds the Cap Amount, Parent shall purchase as much coverage per policy year as reasonably obtainable for the Cap Amountobligations thereunder. (cd) In the event that Parent, the Surviving Corporation or any of their Subsidiaries or any of their respective successors or assignees (i) consolidates with or merges into any other Person and shall not be the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers all or substantially all of its properties and assets to any Person, then, in each such 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 the obligations set forth in this Section 6.9. The provisions of this Section 6.9 6.7 shall survive the Effective Time and are intended to be for the benefit of, and shall be enforceable by, each of the Indemnified Persons. The rights of the Indemnified Persons under this Section 6.9 are in addition to any rights such Indemnified Persons may have under the Organizational Documents of the Company Party and his or any of its Subsidiaries, or under any applicable contracts or Lawher heirs and representatives.

Indemnification; Directors’ and Officers’ Insurance. (a) Without limiting any other rights that any Indemnified Person may have pursuant to any employment agreement or indemnification agreement in effect During the period commencing at the Acceptance Time and ending on the date hereof or otherwise sixth (which shall be assumed by the Surviving Corporation), from the Effective Time until the sixth 6th) anniversary of the Effective Time, Parent will cause the Company and its Subsidiaries, and the Surviving Corporation shalland its Subsidiaries, jointly and severally, indemnify, defend and hold harmless each Person who is now, or has been at any time prior to the date of this Agreement or who becomes prior to the Effective Time, a director or officer of the Company or any of its Subsidiaries (the “Indemnified Persons”) against all losses, claims, damages, costs, fines, penalties, expenses (including attorneys’ and other professionals’ fees and expenses), liabilities or judgments or amounts that are paid in settlement, of or incurred in connection with any threatened or actual Proceeding to which such Indemnified Person is a party or is otherwise involved (including as a witness) based, in whole or in part, on or arising, in whole or in part, out of the fact that such Person is or was a director or officer of the Company or any of its Subsidiaries or is or was serving at the request of the Company or any of its Subsidiaries as a director or officer of another corporation, partnership, limited liability company, joint venture, trust or other enterprise, as applicable, or by reason of anything done or not done by such Person in any such capacity, whether pertaining to any act or omission occurring or existing prior to, at or after, the Effective Time and whether asserted or claimed prior to, at or after the Effective Time (“Indemnified Liabilities”), including all Indemnified Liabilities based in whole or in part on, or arising in whole or in part out of, or pertaining to, this Agreement or the Transactions, in each case to the fullest extent permitted under applicable Law. For a period , to indemnify and hold harmless each present and former director or officer of six Seller and each Subsidiary of Seller (6collectively, the “Covered Parties”) years following the Effective Time(and, Parent and the Surviving Corporation shall not amend, repeal or otherwise modify any provision in the Organizational Documents of event the Surviving Corporation or Company and its Subsidiaries in any manner that would affect (or manage the Surviving Corporation or its Subsidiaries, with the intent to or in a manner that would) adversely the rights thereunder or under the Organizational Documents of the Surviving Corporation or any of its Subsidiaries of any Indemnified Person to indemnification, exculpation and advancement except to the extent required by applicable Law. For a period of six (6) years following the Effective Time, Parent shall, and shall cause the Surviving Corporation and its Subsidiaries toare unable to so indemnify the Covered Parties, fulfill Parent hereby guarantees to itself indemnify and honor hold harmless the Covered Parties) against all (or the applicable portion, if the Covered Party is entitled to a portion but not all) costs and expenses (including reasonable attorneys’ fees), judgments, fines, and settlement amounts paid in connection with any indemnificationaction, expense advancement suit, proceeding or exculpation agreements between the Company investigation (whether arising before or any of its Subsidiaries and any of the Indemnified Persons existing immediately prior to after the Effective Time. (b) Parent and the Surviving Corporation will cause ), whether civil, administrative or investigative, arising out of or pertaining to be put any action or omission in placetheir capacities as officers or directors, and Parent shall fully prepay immediately prior to the Effective Time, “tail” insurance policies with a claims reporting or discovery period of at least six (6) years from in each case occurring before the Effective Time (including the “Tail Period”) from transactions contemplated by this Agreement). For the avoidance of doubt, the foregoing indemnification obligation includes, without limitation, claims for monetary damages against a Covered Party in respect of 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 (“D&O Insurance”) in an amount and scope at least as favorable as the Company’s existing policies with respect to mattersalleged breach of fiduciary duties, acts or omissions existing or occurring at or prior to the Effective Time; provided that in no event shall Parent be required to spend more than 300% (the “Cap Amount”fullest extent permitted under Section 102(b)(7) of the last annual premium paid Delaware General Corporation Law as in existence on the date hereof. In addition, the indemnification provided for herein will remain in full force and effect regardless of any investigation made by or on behalf of a Covered Party, or any officer, director, employee, agent or controlling person of a Covered Party. Without limiting the foregoing, in the event of any such action, suit, proceeding or investigation, (i) Parent, the Company, the Surviving Corporation and their respective Subsidiaries, as the case may be, shall be entitled to control the defense of such claim, action, suit, proceeding or investigation with counsel reasonably acceptable to the Covered Party, (ii) if Parent, the Company, the Surviving Corporation or their respective Subsidiaries, as the case may be (or counsel selected by the Company prior applicable insurer of any such party), does not elect to control the date hereof (the amount defense of such premium being set forth on Schedule 6.9(bclaim, action, suit, proceeding or investigation, the Covered Party shall be entitled to select counsel for the Covered Party, which counsel shall be reasonably satisfactory to Parent, and Parent (or, if applicable, the Company, the Surviving Corporation or their respective Subsidiaries) of shall pay the Company Disclosure Letter) per policy year of coverage under such tail policy; provided, further, that if the cost per policy year fees and expenses of such insurance exceeds counsel promptly after statements therefor are received (unless Parent, the Cap AmountCompany, Parent the Surviving Corporation or their respective Subsidiaries shall purchase as much coverage per policy year as reasonably obtainable for have elected to defend such action), (iii) the Cap Amount. Covered Party shall cooperate in the defense of any such matter, and (civ) In none of Parent, the event that ParentCompany, the Surviving Corporation or any of their respective Subsidiaries or shall be liable for any of their respective successors or assignees settlement effected without its written consent (i) consolidates with or merges into any other Person and which consent shall not be unreasonably withheld or delayed). (b) During the continuing or surviving corporation or entity period commencing at the Acceptance Time and ending on the sixth (6th) anniversary of such consolidation or merger or the Effective Time, Parent will cause the Company and its Subsidiaries, and the Surviving Corporation and its Subsidiaries, to fulfill and honor (ii) transfers all or substantially all of its properties and assets to any Person, thenand, in each such case, proper provisions shall be made so that the successors event the Company and assigns of Parent its Subsidiaries or the Surviving CorporationCorporation and its Subsidiaries are unable to fully fulfill and honor, as the case may be, shall assume Parent hereby guarantees to itself fulfill and honor) in all respects the obligations of the Company and its Subsidiaries pursuant to any indemnification provision and any exculpation provision set forth in this Section 6.9. The provisions of this Section 6.9 are intended to be for the benefit of, and shall be enforceable by, each of the Indemnified Persons. The rights of the Indemnified Persons under this Section 6.9 are in addition to any rights such Indemnified Persons may have under the Organizational Documents of the Company or any of its SubsidiariesSubsidiaries as in effect on the date of this Agreement. During such period, the Organizational Documents of the Surviving Corporation shall contain the provisions with respect to indemnification and exculpation from liability set forth in the Company’s Organizational Documents on the date of this Agreement, and such provisions shall not be amended, repealed or otherwise modified in any manner that could adversely affect the rights of any indemnified party thereunder, provided that, such indemnification shall be subject to any limitation imposed from time to time under applicable Legal Requirements. (c) From the Acceptance Time through the sixth (6th) anniversary of the Effective Time, Parent shall cause to be maintained in effect, for the benefit of the Covered Parties, the current level and scope of directors’ and officers’ liability insurance coverage as set forth in the Company’s current directors’ and officers’ liability insurance policies in effect as of the date of this Agreement or in lieu of the foregoing, the Company may obtain a prepaid tail policy (the “Tail Policy”) prior to the Acceptance Time, which policy provides the Covered Parties with directors’ and officers’ liability insurance for a period ending no earlier than the sixth anniversary of the Effective Time; provided, however, that if such Tail Policy or continued insurance coverage are not available at an annual premium not greater than 250% of the annual premium currently payable by the Company with respect to such current policy, then Parent or the Surviving Corporation shall be obligated to obtain a policy with the greatest coverage as can reasonably be obtained for a cost up to but not exceeding such amount. (d) This Section 5.15 shall survive the Acceptance Time and shall also survive consummation of the Merger and the Effective Time. This Section 5.15 is intended to benefit, and may be enforced by, the Covered Parties and their respective heirs, representatives, successors and assigns, and shall be binding on all successors and assigns of Parent and the Surviving Corporation. In the event of any merger, consolidation or other similar transaction involving Parent or the Surviving Corporation, or in the event of any sale by Parent or the Surviving Corporation of all or substantially all of its assets, Parent shall use reasonable best efforts to ensure that the successor remains responsible for the obligations of Parent and the Surviving Corporation under any applicable contracts or Lawthis Section 5.15.

Indemnification; Directors’ and Officers’ Insurance. (a) Without limiting any other rights that any Indemnified Person may have pursuant to any employment agreement or indemnification agreement in effect on the date hereof or otherwise (which shall be assumed by the Surviving Corporation), from From and after the Effective Time until the sixth anniversary for a period of the Effective Timesix years, Parent and the Surviving Corporation shall, jointly and severally, indemnify, defend agrees that it will indemnify and hold harmless each Person who is nowpresent 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 has been expenses (including reasonable attorneys' fees and expenses), judgments, fines, losses, amounts paid in settlement claims, damages or liabilities (collectively, "Costs") incurred in connection with any claim, action, suit, proceeding or investigation, actual or threatened, whether civil, criminal, administrative or investigative, in whole or in part based on or arising in whole or in part out of matters existing or occurring at any time prior to the date of this Agreement or who becomes prior to the Effective Time, a director or officer of the Company or any of its Subsidiaries (the “Indemnified Persons”) against all losses, claims, damages, costs, fines, penalties, expenses (including attorneys’ and other professionals’ fees and expenses), liabilities or judgments or amounts that are paid in settlement, of or incurred in connection with any threatened or actual Proceeding to which such Indemnified Person is a party or is otherwise involved (including as a witness) based, in whole or in part, on or arising, in whole or in part, out of the fact that such Person is or was a director or officer of the Company or any of its Subsidiaries or is or was serving at the request of the Company or any of its Subsidiaries as a director or officer of another corporation, partnership, limited liability company, joint venture, trust or other enterprise, as applicable, or by reason of anything done or not done by such Person in any such capacity, whether pertaining to any act or omission occurring or existing prior to, at or after, the Effective Time and whether asserted or claimed prior to, at or after the Effective Time Time, to the fullest extent that the Company would have been permitted under Delaware law and its certificate of incorporation or bylaws in effect on the date hereof to indemnify such Person (“Indemnified Liabilities”), including all Indemnified Liabilities based in whole or in part on, or arising in whole or in part out of, or pertaining to, this Agreement or the Transactions, in each case and Parent shall also advance expenses as incurred to the fullest extent permitted under applicable Law. For law provided the Person to whom expenses are advanced provides (i) a written affirmation of his or her good faith belief that the standard of conduct necessary for indemnification has been met, and (ii) an undertaking to repay such advances if it is ultimately determined that such Person is not entitled to indemnification). (b) Parent shall cause to be maintained, for a period of six (6) not less than three years following from the Effective Time, Parent the Company's current directors' and the Surviving Corporation shall not amend, repeal or otherwise modify any provision in the Organizational Documents of the Surviving Corporation or its Subsidiaries in any manner that would affect (or manage the Surviving Corporation or its Subsidiaries, with the intent to or in a manner that would) adversely the rights thereunder or under the Organizational Documents of the Surviving Corporation or any of its Subsidiaries of any Indemnified Person to indemnification, exculpation and advancement except officers' liability insurance policy to the extent required by applicable Law. For a period of six (6) years following that it provides coverage for events occurring prior to the Effective TimeTime (the "D&O Insurance") for all present and former directors and officers of the Company or any subsidiary thereof, so long as the annual premium therefor would not be in excess of 150% of the last annual premium paid for the D&O Insurance prior to the date of this Agreement (150% of such premium, the "Maximum Premium"); provided that Parent may, in lieu of maintaining such existing D&O Insurance as provided above, cause no less favorable coverage to be provided under any policy maintained for the benefit of the directors and officers of Parent or a separate policy provided by the same insurer. If the existing D&O Insurance expires, is terminated or canceled by the insurer or if the annual premium would exceed the Maximum Premium during such period, Parent shallshall obtain, in lieu of such D&O Insurance, such comparable directors' and shall cause officers' liability insurance as can be obtained for the Surviving Corporation remainder of such period for an annualized premium not in excess of the Maximum Premium and its Subsidiaries toon terms and conditions no less advantageous than the existing D&O Insurance. (c) The provisions of this Section are in addition to the rights that an Indemnified Party may have under the certificate of incorporation, fulfill and honor any indemnification, expense advancement bylaws or exculpation agreements between of or with the Company or any of its Subsidiaries or under applicable law. Parent agrees to pay all costs and expenses (including fees and expenses of counsel) that may be incurred by any of Indemnified Party in successfully enforcing the Indemnified Persons existing immediately prior to the Effective Time. (b) Parent and the Surviving Corporation will cause to be put in place, and Parent shall fully prepay immediately prior to the Effective Time, “tail” insurance policies with a claims reporting indemnity or discovery period of at least six (6) years from the Effective Time (the “Tail Period”) 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 (“D&O Insurance”) in an amount and scope at least as favorable as the Company’s existing policies with respect to matters, acts or omissions existing or occurring at or prior to the Effective Time; provided that in no event shall Parent be required to spend more than 300% (the “Cap Amount”) of the last annual premium paid by the Company prior to the date hereof (the amount of such premium being set forth on Schedule 6.9(b) of the Company Disclosure Letter) per policy year of coverage other obligations under such tail policy; provided, further, that if the cost per policy year of such insurance exceeds the Cap Amount, Parent shall purchase as much coverage per policy year as reasonably obtainable for the Cap Amount. (c) In the event that Parent, the Surviving Corporation or any of their Subsidiaries or any of their respective successors or assignees (i) consolidates with or merges into any other Person and shall not be the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers all or substantially all of its properties and assets to any Person, then, in each such 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 the obligations set forth in this Section 6.9Section. The provisions of this Section 6.9 shall survive the Merger and are intended to be for the benefit of, and shall be enforceable by, each of the Indemnified Persons. The rights of the Indemnified Persons under this Section 6.9 are in addition to any rights such Indemnified Persons may have under the Organizational Documents of the Company or any of its SubsidiariesParties, or under any applicable contracts or Law.their heirs and their representatives

Indemnification; Directors’ and Officers’ Insurance. (a) Without limiting any other rights that any Indemnified Person may have pursuant The certificate of incorporation and the bylaws of the Surviving Corporation shall contain provisions with respect to any employment agreement or indemnification agreement and related matters as are set forth in the Company Certificate and Company Bylaws as in effect on as of the date hereof or otherwise of this Agreement, which provisions shall not prior to the six (which shall be assumed by the Surviving Corporation), from the Effective Time until the sixth 6) year anniversary of the Effective TimeClosing Date be amended, Parent and repealed or otherwise modified in any manner that would adversely affect the Surviving Corporation shall, jointly and severally, indemnify, defend and hold harmless each Person rights thereunder of the persons who is now, or has been at any time prior to the Effective Time were entitled to indemnification and related matters under the Company Certificate, the Company Bylaws or any other indemnification agreement in effect prior to the date hereof in respect of this Agreement actions or who becomes omissions occurring at or prior to the Effective Time, a director or officer of the Company . (b) Without limiting Section 5.7(a) or any of its Subsidiaries (the “additional rights that an Indemnified Persons”) against all lossesParty may have under any agreement or otherwise, claims, damages, costs, fines, penalties, expenses (including attorneys’ and other professionals’ fees and expenses), liabilities or judgments or amounts that are paid in settlement, of or incurred in connection with any threatened or actual Proceeding to which such Indemnified Person is a party or is otherwise involved (including as a witness) based, in whole or in part, on or arising, in whole or in part, out of the fact that such Person is or was a director or officer of the Company or any of its Subsidiaries or is or was serving at the request of the Company or any of its Subsidiaries as a director or officer of another corporation, partnership, limited liability company, joint venture, trust or other enterprise, as applicable, or by reason of anything done or not done by such Person in any such capacity, whether pertaining to any act or omission occurring or existing prior to, at or after, the Effective Time and whether asserted or claimed prior to, at or after the Effective Time (“Indemnified Liabilities”), including all Indemnified Liabilities based in whole or in part on, or arising in whole or in part out of, or pertaining to, this Agreement or the Transactions, in each case to the fullest extent permitted under applicable Law. For for a period of six (6) years following the Effective Time, Parent and the Surviving Corporation Corporation, jointly and severally, shall not amendindemnify, repeal defend and hold harmless each person who is or otherwise modify any provision in has been prior to the Organizational Documents date of this Agreement a director or executive officer of the Surviving Corporation or its Subsidiaries in any manner that would affect (or manage the Surviving Corporation or its Subsidiaries, with the intent to or in a manner that would) adversely the rights thereunder or under the Organizational Documents of the Surviving Corporation Company or any of its Subsidiaries of (collectively, the “Indemnified Parties”) against all expenses, damages, losses, judgments, settlements and other liabilities (“Losses”) in connection with any claim, action, suit, demand, proceeding or investigation (a “Claim”), to which any Indemnified Person Party is or may become a party to indemnification, exculpation and advancement except to the extent required by applicable Law. For virtue of his or her service as a period director or executive officer of six (6) years following the Effective Time, Parent shall, and shall cause the Surviving Corporation and its Subsidiaries to, fulfill and honor any indemnification, expense advancement or exculpation agreements between the Company or any of its Subsidiaries and any arising out of the Indemnified Persons existing immediately prior actions or omissions occurring or alleged to the Effective Time. (b) Parent and the Surviving Corporation will cause to be put in place, and Parent shall fully prepay immediately have occurred at or prior to the Effective Time, including all actions taken or omitted in connection with this Agreement and the Offer, in each case, to the fullest extent permitted by Law and as provided in the Company Certificate and Company Bylaws as in effect at the date hereof. (c) Any Indemnified Party wishing to claim indemnification under this Section 5.7 after the Effective Time, upon learning of any such Claim, shall notify the Surviving Corporation thereof. In the event of a Claim, the Surviving Corporation shall have the right to assume the defense thereof and, if it so assumes such defense, 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; provided, however, that if a conflict of interest exists between the Surviving Corporation and one or more Indemnified Parties as to a Claim, the Indemnified Party or Indemnified Parties shall have the right to participate, through one (1) counsel of its or their choosing, in the defense, compromise or settlement of such Claim, and the legal and other expenses thereof shall be paid for by the Surviving Corporation. In the event the Indemnified Party or Indemnified Parties retain separate counsel pursuant to the preceding sentence, the Surviving Corporation shall nonetheless be entitled to sole control of the defense and settlement of such Claim, so long as, in the case of settlement, such settlement involves only the payment of monies and includes a complete release in favor of the Indemnified Party or Indemnified Parties. Notwithstanding the foregoing, the Surviving Corporation shall not have any obligation hereunder to an Indemnified Party if a court of competent jurisdiction shall finally determine that the indemnification of such Indemnified Party in the manner contemplated hereby is prohibited by applicable Law. (d) On or prior to the Acceptance Date, the Company or Parent shall purchase “tail” insurance policies for directors’ and officers’ liability insurance and fiduciary liability coverage (“D&O Insurance”) with respect to matters existing or occurring at or prior to the Effective Time providing such coverages that are no less favorable than the policies maintained by the Company as of the date hereof, with a claims reporting or discovery period of at least six (6) years from the Effective Time (the “Tail Period”) 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 (“D&O Insurance”) all such coverage in an amount and scope at least as favorable as the Company’s existing policies with respect (the “Tail Policy”). Parent shall, and shall cause the Surviving Corporation to, honor and perform under all indemnification agreements entered into by the Company or any of its Subsidiaries. In the event that the carriers do not make the Tail Policy available to mattersthe Company for any reason, acts Parent shall cause the Surviving Corporation to maintain the Company’s existing D&O Insurance policy (or omissions existing or occurring at or prior to a comparable policy) for a period of not less than six (6) years after the Effective Time; provided provided, however, that in no event if the annual premium paid for such insurance at any time following the Closing shall Parent be required to spend more than 300exceed 200% (the “Cap Amount”) of the last annual per annum rate of premium paid by the Company prior to as of the date hereof (of this Agreement for such insurance, then Parent shall, or shall cause the amount of such premium being set forth on Schedule 6.9(b) of the Company Disclosure Letter) per policy year of coverage under such tail policy; providedSurviving Corporation to, further, that if the cost per policy year of such insurance exceeds the Cap Amount, Parent shall purchase provide as much coverage per policy year as reasonably obtainable for the Cap Amountshall then be available at an annual premium equal to 200% of such rate. (ce) In the event that Parent, the Surviving Corporation or any of their Subsidiaries or any of their respective successors or assignees assigns (i) consolidates with or merges into any other Person person and shall not be the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers all or substantially all of its properties and assets to any Personperson, then, then and in each such case, proper provisions shall be made so that the successors and assigns of Parent or and the Surviving Corporation, as the case may be, shall assume the obligations set forth in this Section 6.9. The provisions 5.7. (f) This Section 5.7 shall survive the consummation of this Section 6.9 are the Merger and is intended to be for the benefit of, and shall be enforceable by, each of the Indemnified Persons. The rights of Parties referred to herein, their heirs, legal representatives, successors, assigns and personal representatives and shall be binding on the Indemnified Persons under this Section 6.9 are in addition to any rights such Indemnified Persons may have under the Organizational Documents of the Company or any of Surviving Corporation and its Subsidiaries, or under any applicable contracts or Lawsuccessors and assigns.

Indemnification; Directors’ and Officers’ Insurance. (a) Without limiting any other rights that any Indemnified Person may have pursuant to any employment agreement or indemnification agreement in effect on the date hereof or otherwise (which shall be assumed by the Surviving Corporation), from the Effective Time until the sixth anniversary of From and after the Effective Time, to the fullest extent permitted under applicable Law Parent shall, and shall cause the Surviving Corporation shall, jointly and severallyto, indemnify, defend and hold harmless the Indemnified Parties against any costs or expenses (including advancing attorneys’ fees and expenses in advance of the final disposition of any claim, suit, proceeding or investigation to each Person who is now, or has been at any time prior Indemnified Party to the date of this Agreement or who becomes prior to the Effective Timefullest extent permitted by Law), a director or officer of the Company or any of its Subsidiaries (the “Indemnified Persons”) against all judgments, fines, losses, claims, damages, costs, fines, penalties, expenses (including attorneys’ liabilities and other professionals’ fees and expenses), liabilities or judgments or amounts that are paid in settlement, of or incurred settlement in connection with any actual or threatened Proceeding, incurred in connection with, arising out of or otherwise related to any actual Proceeding to which such Indemnified Person is a party or is otherwise involved (including as a witness) basedalleged Proceeding, in whole or in partconnection with, on or arising, in whole or in part, arising out of the fact that such Person is or was a director otherwise related to matters existing or officer of the Company or any of its Subsidiaries or is or was serving at the request of the Company or any of its Subsidiaries as a director or officer of another corporation, partnership, limited liability company, joint venture, trust or other enterprise, as applicable, or by reason of anything done or not done by such Person in any such capacity, whether pertaining to any act or omission occurring or existing alleged to have occurred whether prior to, at or after, after the Effective Time and Time, whether asserted or claimed prior to, at or after the Effective Time (“Indemnified Liabilities”including acts or omissions in connection with such persons serving as an officer, director or other fiduciary in any entity if such service was at the request of or for the benefit of the Company), including all Indemnified Liabilities based in whole . In the event of any such actual or in part on, or arising in whole or in part out of, or pertaining to, this Agreement or the Transactions, in each case to the fullest extent permitted under applicable Law. For a period of six (6) years following the Effective Timethreatened Proceeding, Parent and the Surviving Corporation shall not amend, repeal or otherwise modify any provision cooperate with the Indemnified Party in the Organizational Documents of the Surviving Corporation or its Subsidiaries in any manner that would affect (or manage the Surviving Corporation or its Subsidiaries, with the intent to or in a manner that would) adversely the rights thereunder or under the Organizational Documents of the Surviving Corporation or any of its Subsidiaries defense of any Indemnified Person such actual or threatened Proceeding. (b) Prior to indemnification, exculpation and advancement except to the extent required by applicable Law. For a period of six (6) years following the Effective Time, Parent the Company shall, and if the Company is unable to, Parent shall cause the Surviving Corporation and its Subsidiaries as of the Effective Time to, fulfill obtain and honor any indemnification, expense advancement or exculpation agreements between fully pay the Company or any of its Subsidiaries and any of the Indemnified Persons existing immediately prior to the Effective Time. (b) Parent and the Surviving Corporation will cause to be put in place, and Parent shall fully prepay immediately prior to the Effective Time, 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 (collectively, “D&O Insurance”), in each case for a claims reporting or discovery period of the Tail Period with respect to any claim related to matters existing or occurring at least six (6) years from or prior to the Effective Time (from the Company’s D&O Insurance carrier as of the date of this Agreement or one or more insurance carriers with the same or better credit rating as such carrier with terms, conditions, retentions and limits of liability that are at least as favorable to the insureds as the Company’s existing policies; provided, however, that in no event shall the premium amount for such policies exceed the amount set forth in Section 7.12(b) of the Company Disclosure Schedule. If the Company for any reason fails to obtain or Parent for any reason fails to cause to be obtained such “tail” insurance policies as of the Effective Time, the Surviving Corporation shall, and Parent shall cause the Surviving Corporation to, continue to maintain in effect for the Tail Period”) Period the D&O Insurance in place as of the date of this Agreement with the Company’s D&O Insurance carrier as of the date of this Agreement or with one or more insurance carriers with the same or better credit rating as such carrier with terms, conditions, retentions and limits of liability that are at least as favorable to the insureds as provided in the Company’s existing policies as of the date of this Agreement, or the Surviving Corporation shall, and Parent shall cause the Surviving Corporation to, purchase comparable D&O Insurance for the Tail Period with terms, conditions, retentions and limits of liability that are at least as favorable as provided in the Company’s existing policies as of the date of this Agreement and from an insurance carrier with the same or better credit rating as the Company’s current insurance D&O Insurance carrier as of the date of this Agreement, in each case providing coverage with respect to directors’ and officers’ liability insurance (“D&O Insurance”) in an amount and scope at least as favorable as the Company’s existing policies with respect to matters, acts or omissions any matters existing or occurring at or prior to the Effective Time; provided provided, however, that in no event shall Parent be required to spend more than 300% (the “Cap Amount”) premium amount of the last annual premium paid by D&O Insurance exceed during the Company prior to the date hereof (Tail Period the amount of such premium being set forth on Schedule 6.9(bSection 7.12(b) of the Company Disclosure Letter) per policy year of coverage under such tail policySchedule; and provided, further, that if the cost per policy year of such insurance coverage exceeds such amount, the Cap AmountSurviving Corporation shall, and Parent shall purchase as much cause the Surviving Corporation to, obtain a policy with the greatest coverage per policy year as reasonably obtainable available for the Cap Amounta cost not exceeding such amount. (c) In Parent and Merger Sub agree that all rights to exculpation, indemnification and advancement of expenses now existing in favor of the event Indemnified Parties as provided in the relevant applicable Organizational Documents or in any agreement shall survive the Merger and shall continue in full force and effect. (d) During the Tail Period, Parent and the Surviving Corporation shall maintain in effect the exculpation, indemnification and advancement of expenses provisions of the Company’s and any of its Subsidiaries’ Organizational Documents in effect immediately prior to the Effective Time, and shall not amend, repeal or otherwise modify any such provisions in any manner that Parentwould adversely affect the rights thereunder of any Indemnified Parties; provided, however, that all rights to indemnification in respect of any Proceeding pending or asserted or any claim made within such period shall continue until the disposition of such Proceeding or resolution of such claim. (e) If Parent or the Surviving Corporation or any of their Subsidiaries or any of their respective successors or assignees permitted assigns (i) consolidates consolidate with or merges merge into any other Person and shall are not be the continuing or surviving corporation or entity Person of such consolidation or merger or (ii) transfers transfer all or substantially all of its properties and assets to any Person, then, and in each such case, proper provisions shall be made so that the successors and permitted assigns of Parent or the Surviving Corporation, as the case may be, shall Corporation assume all the obligations set forth in this Section 6.9. 7.12. (f) The provisions of this Section 6.9 7.12 are intended to be for the benefit of, and from and after the Effective Time shall be enforceable by, each of the Indemnified Persons. Parties, who shall be third-party beneficiaries of this Section 7.12. (g) The rights of the Indemnified Persons Parties under this Section 6.9 7.12 are in addition to any rights such Indemnified Persons Parties may have under the Organizational Documents of the Company or any of its Subsidiaries, or under any applicable contracts Contracts or LawLaws and 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.

Indemnification; Directors’ and Officers’ Insurance. (a) Without limiting any other rights that any Indemnified Person may have pursuant The certificate of incorporation and the bylaws of the Surviving Corporation shall contain provisions with respect to any employment agreement or indemnification agreement indemnification, advancement of expenses and director exculpation as are set forth in the Company’s certificate of incorporation and bylaws as in effect on at the date hereof (to the extent consistent with applicable Law), which provisions shall not be amended, repealed or otherwise (which shall be assumed by modified in any manner that would adversely affect the Surviving Corporation), from rights thereunder of the persons who at any time prior to the Effective Time until were entitled to indemnification, advancement of expenses or exculpation under the sixth anniversary Company’s certificate of incorporation or bylaws in respect of actions or omissions occurring at or prior to the Effective TimeTime (including, Parent without limitation, the Transactions), unless otherwise required by applicable Law. (b) From and after the Effective Time and until one hundred eighty (180) days following the expiration of any statute of limitation applicable to the claim asserted against an Indemnified Party (as hereinafter defined) and for which indemnification is sought hereunder, the Surviving Corporation shall, jointly and severally, shall indemnify, defend and hold harmless each Person person who is now, or has been at any time prior to the date of this Agreement hereof or who becomes prior to the Effective TimeTime an officer, a director director, employee or officer agent of the Company or any of its Subsidiaries (collectively, the “Indemnified PersonsParties”) against all losses, claims, damages, costs, fines, penalties, expenses (including attorneys’ and other professionals’ fees and expenses), liabilities or judgments or amounts that are paid in settlementsettlement of, of or otherwise incurred (“Losses”) (but only to the extent such Losses are not otherwise covered by insurance and paid), in connection with any threatened claim, action, suit, demand, proceeding or actual Proceeding investigation (a “Claim”), to which such any Indemnified Person Party is or may become a party to by virtue of his or is otherwise involved (including her service as a witness) basedpresent or former director, in whole officer, employee or in part, on or arising, in whole or in part, out of the fact that such Person is or was a director or officer agent of the Company and arising out of actual or any of its Subsidiaries alleged events, actions or is or was serving at the request of the Company or any of its Subsidiaries as a director or officer of another corporation, partnership, limited liability company, joint venture, trust or other enterprise, as applicable, or by reason of anything done or not done by such Person in any such capacity, whether pertaining to any act or omission omissions occurring or existing prior to, alleged to have occurred at or after, the Effective Time and whether asserted or claimed prior to, at or after to the Effective Time (“Indemnified Liabilities”)including, including all Indemnified Liabilities based without limitation, in whole connection with or in part on, or arising in whole or in part out of, or pertaining to, this Agreement or relating to the Transactions), in each case case, to the fullest extent permitted and provided in the Company’s certificate of incorporation and bylaws, or in any indemnification agreement that is expressly disclosed in the Company Disclosure Schedule and is existing as of the date hereof between the Company and an Indemnified Party, 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 action or proceeding to each Indemnified Party to the fullest extent permitted under applicable Lawthe DGCL as provided in the Company’s certificate of incorporation and bylaws, or in any indemnification agreement that is expressly disclosed in the Company Disclosure Schedule and is existing as of the date hereof between the Company and an Indemnified Party, as in effect at the date hereof, upon receipt from the Indemnified Party to whom expenses are advanced of the undertaking to repay such advances contemplated by the DGCL). For a period of six (6) years following the Effective Time, Neither Parent and the Surviving Corporation nor Merger Sub shall not amend, repeal or otherwise modify any provision indemnification agreement that is expressly disclosed in the Organizational Documents Company Disclosure Schedule and is existing as of the Surviving Corporation or its Subsidiaries in any manner that would affect (or manage date hereof between the Surviving Corporation or its Subsidiaries, with the intent to or Company and an Indemnified Party in a manner that would) would adversely affect the rights thereunder of any such Indemnified Party, unless such alteration or modification is consented to in writing by the Indemnified Party. (c) Any Indemnified Party wishing to claim indemnification under this Section 5.07 after the Organizational Documents Effective Time, upon learning of any such Claim, shall notify the Surviving Corporation 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 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 at any time for all Indemnified Parties, (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, which consent will not be unreasonably withheld or delayed; 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) Prior to the Effective Time, the Company shall procure a “tail” directors’ and officers’ liability insurance and fiduciary liability insurance policy with terms and conditions reasonably satisfactory to the Company Board, so long as the cost thereof does not exceed the amount set forth in Section 5.07(d) of the Company Disclosure Schedule in the aggregate, it being agreed that the Company shall use commercially reasonable efforts to obtain competitive quotes for such insurance coverage in an effort to reduce the cost thereof. (e) This Section 5.07 shall survive the consummation of the Merger and is intended to be for the benefit of, and shall be enforceable by, the Indemnified Parties referred to herein, their heirs, legal representatives, successors, assigns and personal representatives and shall be binding on the Surviving Corporation and its successors and assigns. 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 the Surviving Corporation or any of its Subsidiaries of any Indemnified Person to indemnification, exculpation and advancement except to the extent required by applicable Law. For a period of six (6) years following the Effective Time, Parent shall, and shall cause the Surviving Corporation and its Subsidiaries to, fulfill and honor any indemnification, expense advancement or exculpation agreements between the Company or any of its Subsidiaries and any of the Indemnified Persons existing immediately prior to the Effective Time. (b) Parent and the Surviving Corporation will cause to be put in place, and Parent shall fully prepay immediately prior to the Effective Time, “tail” insurance policies with a claims reporting or discovery period of at least six (6) years from the Effective Time (the “Tail Period”) 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 (“D&O Insurance”) in an amount and scope at least as favorable as the Company’s existing policies with respect to matters, acts or omissions existing or occurring at or prior to the Effective Time; provided that in no event shall Parent be required to spend more than 300% (the “Cap Amount”) of the last annual premium paid by the Company prior to the date hereof (the amount of such premium being set forth on Schedule 6.9(b) of the Company Disclosure Letter) per policy year of coverage under such tail policy; provided, further, that if the cost per policy year of such insurance exceeds the Cap Amount, Parent shall purchase as much coverage per policy year as reasonably obtainable for the Cap Amount. (c) In the event that Parent, the Surviving Corporation or any of their Subsidiaries or any of their respective successors or assignees assigns (i) consolidates with or merges into any other Person and shall not be the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers or conveys all or substantially all of its properties and assets to any Person, then, and in each such case, as a condition to such consolidation, merger, transfer or conveyance, proper provisions provision shall be made so that the successors and assigns of Parent or the Surviving Corporation, as the case may be, Corporation shall assume and agree to perform the obligations set forth in this Section 6.9. The provisions of this Section 6.9 are intended to be for the benefit of, and shall be enforceable by, each of the Indemnified Persons. The rights of the Indemnified Persons under this Section 6.9 are in addition to any rights such Indemnified Persons may have under the Organizational Documents of the Company or any of its Subsidiaries, or under any applicable contracts or Law5.07.

Indemnification; Directors’ and Officers’ Insurance. (a) Without limiting any other rights that any Indemnified Person may have pursuant to any employment agreement or indemnification agreement in effect on the date hereof or otherwise (which shall be assumed by the Surviving Corporation), from From and after the Effective Time until through the sixth anniversary of the date on which the Effective TimeTime occurs, Parent and will cause the Surviving Corporation shall, jointly and severally, indemnify, defend to indemnify and hold harmless each Person who is nowIndemnified Party with respect to all claims, or has been at any time prior to the date of this Agreement or who becomes prior to the Effective Timeliabilities, a director or officer of the Company or any of its Subsidiaries (the “Indemnified Persons”) against all losses, claims, damages, costsjudgments, fines, penalties, costs (including amounts paid in settlement or compromise) and expenses (including attorneys’ and other professionals’ fees and expenses), liabilities or judgments or amounts that are paid in settlement, expenses of or incurred legal counsel) in connection with any threatened claim, suit, action, proceeding or actual Proceeding to which such Indemnified Person is a party investigation (whether civil, criminal, administrative or is otherwise involved (including as a witness) basedinvestigative), whenever asserted, based on or arising out of, in whole or in part, on or arising, in whole or in part, out of (i) the fact that such Person is or an Indemnified Party was a director or officer of the Company or any of its Subsidiaries or is (ii) acts or was omissions by such Indemnified Party in the Indemnified Party’s capacity as a director or officer of the Company or a Subsidiary of the Company or taken at the request of the Company or a Subsidiary of the Company (including in connection with serving at the request of the Company or such Subsidiary as a director, officer, employee, agent, trustee or fiduciary of another Person), in each case under (i) or (ii), at, or at any time prior to, the Effective Time (including any Action relating in whole or in part to the Transactions or the enforcement of this provision or any other indemnification or advancement right of any Indemnified Party), to the fullest extent permitted or required by applicable Law; provided, however, that all rights to indemnification in respect of any Action pending or asserted or any claim made within such period will continue until the disposition of such Action or resolution of such claim. (b) From and after the Effective Time, unless otherwise required by Law, Parent will cause the Surviving Corporation to continue, and cause its Subsidiaries to continue, for a period of six years, all obligations of the Company and any of its Subsidiaries as a director in respect of rights of exculpation, indemnification and advancement of expenses for acts or officer of another corporation, partnership, limited liability company, joint venture, trust or other enterprise, as applicable, or by reason of anything done or not done by such Person in any such capacity, whether pertaining to any act or omission omissions occurring or existing prior to, at or after, prior to the Effective Time and Time, whether asserted or claimed prior to, at or after the Effective Time (“Time, existing in favor of the Indemnified Liabilities”), including all Indemnified Liabilities based Parties as provided in whole the respective constituent documents of the Company or any of its Subsidiaries or in part onany written Contract described on Section 6.7(b) of the Company Disclosure Letter or filed as an exhibit to any Company SEC Document publicly filed with the SEC prior to the date hereof; provided, however, that all rights to indemnification in respect of any Action pending or arising in whole asserted or in part out ofany claim made within such period will continue until the disposition of such Action or resolution of such claim. Without limiting the foregoing, Parent, from and after the Effective Time until six years from the Effective Time, will cause, unless otherwise required by Law, the certificate of incorporation and by-laws or pertaining to, similar organizational documents of the Surviving Corporation to contain provisions no less favorable to the Indemnified Parties with respect to limitation of liabilities of directors and officers and indemnification than are set forth as of the date of this Agreement in the Company’s constituent documents and/or available under applicable Law, which provisions will not be amended, repealed or otherwise modified in a manner that would adversely affect the Transactionsrights thereunder of the Indemnified Parties. In addition, from the Effective Time until six years from the Effective Time, Parent will cause the Surviving Corporation to advance any expenses (including fees and expenses of legal counsel) of any Indemnified Party under this Section 6.7 (including in each case connection with enforcing the indemnity and other obligations referred to in this Section 6.7) as incurred to the fullest extent permitted under applicable Law. , provided that the individual to whom expenses are advanced provides an undertaking to repay such advances if it shall be determined that such person is not entitled to be indemnified pursuant to this Section 6.7(b). (c) For a period of six (6) years following from the Effective Time, Parent and the Surviving Corporation shall not amend, repeal or otherwise modify any provision in the Organizational Documents of the Surviving Corporation or its Subsidiaries in any manner that would affect (or manage the Surviving Corporation or its Subsidiaries, with the intent to or in a manner that would) adversely the rights thereunder or under the Organizational Documents of the Surviving Corporation or any of its Subsidiaries of any Indemnified Person to indemnification, exculpation and advancement except to the extent required by applicable Law. For a period of six (6) years following the Effective Time, Parent shall, and shall cause the Surviving Corporation and its Subsidiaries to, fulfill and honor any indemnification, expense advancement or exculpation agreements between the Company or any of its Subsidiaries and any of the Indemnified Persons existing immediately prior to the Effective Time. (b) Parent and the Surviving Corporation will either cause to be put maintained in place, and Parent shall fully prepay immediately prior to effect the Effective Time, “tail” insurance current policies with a claims reporting or discovery period of at least six (6) years from the Effective Time (the “Tail Period”) 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 maintained by the Company and its Subsidiaries, or provide substitute policies or purchase or cause the Surviving Corporation to purchase, a “D&O Insurance”) tail policy” with reputable insurers, in an amount and scope each case of at least as the same coverage and scope, and in amounts, and containing terms and conditions, that are no less favorable as to such individuals than such policy in effect on the Company’s existing policies date hereof, with respect to matters, acts matters arising on or omissions before the Effective Time covering without limitation the Transactions. The Company may prior to the Effective Time purchase a six-year prepaid “tail policy” on terms and conditions providing at least substantially equivalent benefits as the current policies of directors’ and officers’ liability insurance maintained by the Company and its Subsidiaries with respect to matters existing or occurring at on or prior to the Effective Time; provided that , covering without limitation the Transactions. If such prepaid “tail policy” has been obtained by the Company, it will be deemed to satisfy all obligations to obtain insurance pursuant to this Section 6.7(c) and the Surviving Corporation will use its reasonable best efforts to cause such policy to be maintained in full force and effect, for its full term, and to honor all of its obligations thereunder. Notwithstanding anything under this Section 6.7 to the contrary, in no event shall will the Company or any of its Subsidiaries, or Parent or any of its Subsidiaries be required to, make or agree to spend more than 300make aggregate annual premium payments for any insurance, directors’ and officers’ liability insurance and fiduciary insurance, substitute policies or “tail policies” in excess of 250% (the “Cap Amount”) of the last annual premium premiums paid by the Company prior to for such insurance as of the date hereof hereof. (d) Parent or the amount Surviving Corporation will have the right, but not the obligation, to assume and control the defense of such premium being set forth on Schedule 6.9(b) of the Company Disclosure Letter) per policy year of coverage any threatened or actual litigation, claim or proceeding relating to any acts or omissions covered under such tail policythis Section 6.7 (each, a “Claim”); provided, furtherhowever, that if (i) none of Parent or the cost per policy year Surviving Corporation will settle, compromise or consent to 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 insurance exceeds Indemnified Party from all liability arising out of, and no admission of wrongdoing in respect of, such Claim or such Indemnified Party otherwise consents in writing to such settlement, compromise or consent and (ii) any Company Indemnified Person may participate in such defense with counsel of its choosing, the Cap Amountfees and expenses of which will be paid by the Company to the extent such fees and expenses are otherwise required to be reimbursed by the Company under this Section 6.7. Each of Parent, Parent shall purchase as much coverage per policy year the Surviving Corporation and the Indemnified Parties will reasonably consult and cooperate in the defense of any Claim and will provide access to properties and individuals as reasonably obtainable for the Cap Amountrequested and furnish or cause to be furnished records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials or appeals, as may be reasonably requested in connection therewith. (ce) The provisions of this Section 6.7 will survive the consummation of the Merger and expressly are intended to benefit, and are enforceable by, each Indemnified Party, and his or her heirs and his or her representatives, and are in addition to, and not in substitution for, any other rights to indemnification or contribution that any such individual may have under the Company’s constituent documents, by Contract or otherwise. The obligations of Parent and the Surviving Corporation under this Section may not be terminated or modified in such a manner as to adversely affect the rights of any Indemnified Party to whom this Section 6.7 applies unless (i) such termination or modification is required by applicable Law or (ii) the affected Indemnified Party has consented in writing to such termination or modification (it being expressly agreed that the Indemnified Parties to whom this Section 6.7 applies will be third party beneficiaries of this Section 6.7). (f) In the event that Parent, the Surviving Corporation or any of their Subsidiaries or any of their respective successors or assignees assigns (i) consolidates with or merges into any other Person and shall is not be the continuing or surviving corporation or entity of in such consolidation or merger or (ii) transfers all or substantially all of its properties and assets to any Person, then, and in each either such case, proper provisions shall provision will be made so that the successors and assigns of Parent or the Surviving Corporation, as the case may be, shall assume the obligations set forth in this Section 6.9. The provisions of this Section 6.9 are intended to be for the benefit of, and shall be enforceable by, each of the Indemnified Persons. The rights of the Indemnified Persons under this Section 6.9 are in addition to any rights such Indemnified Persons may have under the Organizational Documents of the Company or any of its Subsidiaries, or under any applicable contracts or Law6.7.

Indemnification; Directors’ and Officers’ Insurance. (a) Without limiting any other rights that any Indemnified Person may have pursuant to any employment agreement or indemnification agreement in effect on the date hereof or otherwise (which shall be assumed by the Surviving Corporation), from the Effective Time until the sixth anniversary For a period of no less than six years after the Effective Time, Parent and EchoStar shall (and, in the case of the DISH Indemnified Parties, shall cause the Surviving Corporation shall, jointly and severally, indemnify, defend to) indemnify and hold harmless harmless, and provide advancement of expenses to, each Person who is now, or has been at any time prior Indemnified Party to the date of this Agreement or who becomes prior to the Effective Time, fullest extent permitted by applicable Legal Requirements as if such Indemnified Party was a director or officer of EchoStar (or, in the Company case of the DISH Indemnified Parties, of DISH or the Surviving Corporation, as applicable), including against any costs or expenses (including advancing reasonable attorneys’ fees and expenses in advance of its Subsidiaries (the “final disposition of any actual or threatened claim, suit, proceeding or investigation to such Indemnified Persons”) against all Party to the fullest extent permitted by applicable Legal Requirements, provided such Indemnified Party agrees in advance to return any such funds to which a court of competent jurisdiction has determined in a final, nonappealable judgment such Indemnified Party is not ultimately entitled), judgments, fines, losses, claims, damages, costs, fines, penalties, expenses (including attorneys’ liabilities and other professionals’ fees and expenses), liabilities or judgments or amounts that are paid in settlement, of or incurred settlement in connection with any actual or threatened claim, action, investigation, suit or actual Proceeding to which such Indemnified Person is a party proceeding in respect of acts or is otherwise involved (including as a witness) based, in whole or in part, on or arising, in whole or in part, out of the fact that such Person is or was a director or officer of the Company or any of its Subsidiaries or is or was serving at the request of the Company or any of its Subsidiaries as a director or officer of another corporation, partnership, limited liability company, joint venture, trust or other enterprise, as applicable, or by reason of anything done or not done by such Person in any such capacity, whether pertaining to any act or omission omissions occurring or existing prior to, alleged to have occurred at or after, prior to the Effective Time (including acts or omissions in connection with the approval of this Agreement and the consummation of the Merger and the other transactions contemplated hereby), whether asserted or claimed prior to, at or after the Effective Time Time, in connection with such Persons serving as an officer or director of EchoStar or any of its Subsidiaries (“or, in the case of the DISH Indemnified Liabilities”Parties, of DISH or the Surviving Corporation or any of their respective Subsidiaries, as applicable), including or serving at the request of EchoStar or any of its Subsidiaries (or, in the case of the DISH Indemnified Parties, of DISH or the Surviving Corporation or any of their respective Subsidiaries, as applicable) as a director, officer, employee or agent of another Person, to the fullest extent permitted by applicable Legal Requirements. The parties agree that for six years after the Effective Time all rights to exculpation, elimination or limitation of liability and indemnification and advancement of expenses for acts or omissions occurring or alleged to have occurred 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 Indemnified Liabilities based Parties as provided in whole the articles of incorporation or by-laws (or comparable Organizational Documents) of EchoStar or any of its Subsidiaries (or, in the case of the DISH Indemnified Parties, of DISH or any of its Subsidiaries) or in part on, or arising in whole or in part out of, or pertaining to, this Agreement or any agreement set forth on Section 4.13(a) of the TransactionsEchoStar Disclosure Letter (or, in each the case of the DISH Indemnified Parties, set forth on Section 4.13(a) of the DISH Disclosure Letter) shall survive the Merger and shall continue in full force and effect. For six years after the Effective Time, EchoStar shall (and, in the case of the DISH Indemnified Parties, shall cause the Surviving Corporation to) maintain in effect (to the fullest extent permitted under applicable Law. Legal Requirements) the provisions in: (i) the Organizational Documents of EchoStar and each of its Subsidiaries (or, in the case of the DISH Indemnified Parties, of DISH or any of its Subsidiaries); and (ii) any other agreements of EchoStar or any of its Subsidiaries (or, in the case of the DISH Indemnified Parties, of DISH or any of its Subsidiaries) with any Indemnified Party, in each case, regarding exculpation, elimination or limitation of liability, indemnification of officers, directors, employees and agents or other fiduciaries and advancement of expenses that are in existence on the date of this Agreement set forth on Section 4.13(a) of the EchoStar Disclosure Letter (or, in the case of the DISH Indemnified Parties, set forth on Section 4.13(a) of the DISH Disclosure Letter), and no such provision shall be amended, modified or repealed in any respect, except as required by applicable Legal Requirements or with the prior written consent of such Indemnified Party. (b) For a period of no less than six (6) years following the Effective Time, Parent and the Surviving Corporation EchoStar shall not amend(and, repeal or otherwise modify any provision in the Organizational Documents case of the Surviving Corporation or its Subsidiaries in any manner that would affect (or manage the Surviving Corporation or its SubsidiariesDISH Indemnified Parties, with the intent to or in a manner that would) adversely the rights thereunder or under the Organizational Documents of the Surviving Corporation or any of its Subsidiaries of any Indemnified Person to indemnification, exculpation and advancement except to the extent required by applicable Law. For a period of six (6) years following the Effective Time, Parent shall, and shall cause the Surviving Corporation and its Subsidiaries to, fulfill and honor any indemnification, expense advancement or exculpation agreements between the Company or any of its Subsidiaries and any of the Indemnified Persons existing immediately prior to the Effective Time. (b) Parent and the Surviving Corporation will cause to be put maintained in placeeffect the coverage provided by the existing policy of EchoStar’s (or, and Parent shall fully prepay immediately prior to in the Effective Timecase of the DISH Indemnified Parties, “tail” insurance policies with a claims reporting or discovery period of at least six (6DISH’s) years from the Effective Time (the “Tail Period”) 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 (each, a “D&O InsurancePolicy”) in an amount and scope at least as favorable as the Company’s existing policies with respect to matters, acts covering (through successor coverage) claims arising from facts or omissions existing or occurring events that occurred at or prior to the Effective Time (including for acts or omissions occurring in connection with this Agreement and the consummation of the transactions contemplated by this Agreement) and covering (through successor coverage) each of EchoStar’s (or, in the case of the DISH Indemnified Parties, of DISH’s) current directors and officers, in any case on terms with respect to coverage and amounts that are no less favorable than those terms in effect on the date of this Agreement. Notwithstanding anything to the contrary in this Agreement, in lieu of EchoStar’s (and, in the case of the DISH Indemnified Parties, of the Surviving Corporation’s) obligations under the first sentence of this Section 4.13(b), EchoStar (and, in the case of the DISH Indemnified Parties, DISH) may, prior to the Effective Time, purchase a six-year “tail” prepaid policy on the applicable D&O Policy from a carrier with comparable or better credit ratings to EchoStar’s (or, in the case of the DISH Indemnified Parties, to DISH’s) existing D&O Policy carrier and on terms and conditions no less favorable to the Indemnified Parties than the terms and conditions of EchoStar’s (or, in the case of the DISH Indemnified Parties, of DISH’s) existing D&O Policy; provided that that, in no event shall Parent EchoStar, DISH or the Surviving Corporation be required to spend more than pay an annual premium for such insurance in excess of 300% (the “Cap Amount”) of the last current annual premium paid by the Company prior to the date hereof it (the amount of such which annual premium being is set forth on Schedule 6.9(bSection 4.13(a) of the Company EchoStar Disclosure Letter (or, in the case of the DISH Indemnified Parties, set forth on Section 4.13(a) of the DISH Disclosure Letter)) per policy year of coverage under such tail policyfor its directors’ and officers’ liability insurance; provided, further, that if in the cost per policy year event that EchoStar (or, in the case of such insurance exceeds the Cap AmountDISH Indemnified Parties, Parent DISH) shall purchase such a “tail” policy, EchoStar and the Surviving Corporation shall, following the Effective Time, maintain such “tail” policy in full force and effect and continue to honor their respective obligations thereunder, in lieu of all other applicable obligations of EchoStar and the Surviving Corporation under the first sentence of this Section 4.13(b) for so long as much coverage per such “tail” policy year as reasonably obtainable for shall be maintained in full force and effect. Notwithstanding anything in this Section 4.13 to the Cap Amountcontrary, if any Indemnified Party notifies EchoStar on or prior to the sixth anniversary of the Effective Time of a matter in respect of which such Person may seek indemnification or advancement of expenses pursuant to this Section 4.13, the provisions of this Section 4.13 that require EchoStar and the Surviving Corporation to indemnify and advance expenses shall continue in effect with respect to such matter until the final disposition of all claims, actions, investigations, suits and proceedings relating thereto. (c) The obligations under this Section 4.13 shall not be terminated, amended or otherwise modified in such a manner as to adversely affect any Indemnified Party (or any other Person who is a beneficiary under the applicable D&O Policy or “tail” policy referred to in Section 4.13(b) and any of such Person’s heirs, executors, administrators or representatives) without the prior written consent of such affected Indemnified Party or other Person who is a beneficiary under such D&O Policy or “tail” policy referred to in Section 4.13(b) and any of such Person’s heirs, executors, administrators or representatives. Each of the Indemnified Parties or other Persons who are beneficiaries under the applicable D&O Policy or “tail” policy referred to in Section 4.13(b) and any of such Person’s heirs, executors, administrators or representatives are intended to be third party beneficiaries of this Section 4.13, with full rights of enforcement as if a party thereto. The rights of the Indemnified Parties and other Persons who are beneficiaries under the applicable D&O Policy or “tail” policy referred to in Section 4.13(b) and any of such Person’s heirs, executors, administrators or representatives under this Section 4.13 shall be in addition to, and not in substitution for, any other rights that such Persons may have under any Organizational Documents of EchoStar or any of its Subsidiaries (or, in the case of the DISH Indemnified Parties, of DISH or any of its Subsidiaries), any and all indemnification agreements of or entered into by EchoStar or any of its Subsidiaries (or, in the case of the DISH Indemnified Parties, of DISH or any of its Subsidiaries), or applicable Legal Requirements (whether at law or in equity). (d) In the event that ParentEchoStar, the Surviving Corporation or any of their respective Subsidiaries (or any of their respective successors or assignees (iassigns) consolidates shall consolidate or merge with or merges into any other Person and shall not be the continuing or surviving corporation or entity of in such consolidation or merger or (ii) transfers all or substantially all of its properties and assets to any Personmerger, then, then in each such case, to the extent necessary to protect the rights of the Indemnified Parties and other Persons who are beneficiaries under the applicable D&O Policy or “tail” policy referred to in Section 4.13(b) and any of such Person’s heirs, executors, administrators or representatives, proper provisions provision shall be made so that the continuing or surviving corporation or entity (or its successors and assigns of Parent or the Surviving Corporationassigns, as the case may be, if applicable) shall assume the obligations set forth in this Section 6.9. The provisions of this Section 6.9 are intended to be for the benefit of, and shall be enforceable by, each of the Indemnified Persons. The rights of the Indemnified Persons under this Section 6.9 are in addition to any rights such Indemnified Persons may have under the Organizational Documents of the Company or any of its Subsidiaries, or under any applicable contracts or Law4.13.

Indemnification; Directors’ and Officers’ Insurance. (a) Without limiting any other rights that any Indemnified Person Party may have pursuant to any employment agreement, indemnification agreement or indemnification agreement in effect on the date hereof or otherwise (which shall be assumed by the Surviving Corporation)otherwise, from the Effective Time until the sixth anniversary of and after the Effective Time, Parent and shall cause AcquisitionCo to, to the Surviving Corporation shall, jointly and severallyfullest extent permitted by applicable law, indemnify, defend and hold harmless harmless, and provide advancement of expenses to, each Person person who is now, or has been at any time prior to the date of this Agreement hereof or who becomes prior to the Effective Time, a an officer or director or officer of the Company or any of its Subsidiaries (the “Indemnified PersonsParties”) against all losses, claims, damages, costs, fines, penalties, expenses (including attorneys’ and other professionals’ fees and expenses), liabilities or judgments or amounts that are paid in settlement, settlement of or incurred in connection with any threatened or actual Proceeding to which such Indemnified Person is a party claim, action, suit, proceeding or is otherwise involved (including as a witness) based, investigation based in whole or in part, part on or arising, arising in whole or in part, part out of the fact that such Person person is or was a director director, officer or officer employee of the Company or any of its Subsidiaries or is or was serving at the request of the Company or any of its Subsidiaries as a director director, officer, employee or officer agent of another corporation, partnership, limited liability company, joint venture, employee benefit plan, trust or other enterprise, as applicable, enterprise or by reason of anything done or not done by such Person person in any such capacity, whether capacity and pertaining to any act matter existing or omission occurring occurring, or existing prior toany acts or omissions occurring, at or after, prior to the Effective Time and Time, whether asserted or claimed prior to, or at or after after, the Effective Time (“Indemnified Liabilities”), including all Indemnified Liabilities based in whole or in part on, or arising in whole or in part out of, or pertaining to, this Agreement or the TransactionsTime, in each case to the fullest extent such persons are permitted under by applicable Law. law to be indemnified by, or have the right to advancement of expenses from, the Company as of the date hereof. (b) For a period of six (6) years following the Effective Time, Parent and the Surviving Corporation shall not amend, repeal or otherwise modify any provision in the Organizational Documents of the Surviving Corporation or its Subsidiaries in any manner that would affect (or manage the Surviving Corporation or its Subsidiaries, with the intent to or in a manner that would) adversely the rights thereunder or under the Organizational Documents of the Surviving Corporation or any of its Subsidiaries of any Indemnified Person to indemnification, exculpation and advancement except to the extent required by applicable Law. For a period of six (6) years following after the Effective Time, Parent shall, and or shall cause the Surviving Corporation and its Subsidiaries AcquisitionCo to, fulfill and honor any indemnificationmaintain in effect, expense advancement or exculpation agreements between for the Company or any of its Subsidiaries and any benefit of the Indemnified Persons existing immediately Parties with respect to their acts or omissions as directors and officers of the Company and its Subsidiaries, as applicable, occurring prior to the Effective Time. (b) Parent and the Surviving Corporation will cause to be put in place, and Parent shall fully prepay immediately prior to the Effective Time, “tail” insurance policies with a claims reporting or discovery period of at least six (6) years from the Effective Time (the “Tail Period”) from an insurance carrier with the same or better credit rating as the Company’s current insurance carrier including with respect to acts or omissions occurring in connection with this Agreement and the consummation of the transactions contemplated hereby), the current policies of directors’ and officers’ liability insurance maintained by the Company (the “Existing D&O InsurancePolicy”); provided that, (i) in an amount and scope at least as favorable as the Company’s existing Parent may, or may cause AcquisitionCo to, substitute therefor a policy or policies with respect to matterslimits, acts or omissions existing or occurring at or prior terms and conditions that are no less advantageous to the Effective Timeinsured; provided that in no event (ii) neither Parent nor AcquisitionCo shall Parent be required to spend more than 300pay annual premiums for the Existing D&O Policy (or for any substitute policy or policies) in excess of 250% (the “Cap Amount”) of the last annual premium paid by the Company prior with respect to the Existing D&O Policy as of the date hereof (the amount of such premium being hereof, which is set forth on Schedule 6.9(b) in Section 5.8 of the Company Disclosure LetterLetter (the “Insurance Amount”); and (iii) per policy year of coverage under if such tail policy; provided, further, that if the cost per policy year of premiums for such insurance exceeds would at any time exceed the Cap Insurance Amount, then Parent shall purchase maintain, or cause AcquisitionCo to maintain, policies of insurance that, in Parent’s good faith determination, provide the maximum coverage available at an annual premium equal to the Insurance Amount. In lieu of the foregoing, Parent may, or may cause AcquisitionCo to, at its option, purchase, from one or more insurers reasonably acceptable to the Company, a single payment, run-off policy or policies of directors’ and officers’ liability insurance covering each Indemnified Party with respect to their acts or omissions as much coverage per directors and officers of the Company and its Subsidiaries, as applicable, occurring prior to Effective Time (including with respect to acts or omissions occurring in connection with this Agreement and the consummation of the transactions contemplated hereby) on terms and conditions, including limits, not less favorable in the aggregate than the terms and conditions contained in the current policies of directors’ and officers’ liability insurance maintained by Parent, such policy year as reasonably obtainable or policies to become effective at the Effective Time and remain in effect for a period of six years after the Cap AmountEffective Time. (c) In the event that Parent, the Surviving Corporation If Parent or any of their Subsidiaries or any of their respective its successors or assignees assigns (i) consolidates with or merges into any other Person person and shall not be the continuing or surviving corporation or entity of such consolidation or merger merger, or (ii) transfers or conveys all or substantially all of its properties and assets to any Personperson, then, and in each such case, to the extent necessary, proper provisions provision shall be made so that the successors and assigns of Parent or the Surviving CorporationParent, as the case may be, shall assume the obligations set forth in this Section 6.9. 5.8. (d) The provisions of this Section 6.9 5.8 (i) are intended to be for the benefit of, and shall be enforceable by, each of the Indemnified Persons. The rights of the Indemnified Persons under this Section 6.9 Party and their respective heirs and representatives and (ii) are in addition to, and not in substitution for, any other rights to indemnification or contribution that any rights such Indemnified Persons person may have under the Organizational Documents of the Company by contract or any of its Subsidiaries, or under any applicable contracts or Lawotherwise.

Indemnification; Directors’ and Officers’ Insurance. (a) Without limiting any other rights that any Indemnified Person may have pursuant to any employment agreement or indemnification agreement in effect on the date hereof or otherwise (which shall be assumed by the Surviving Corporation), from the Effective Time until the sixth anniversary of From and after the Effective Time, to the fullest extent permitted under applicable Law, each of Parent and the Surviving Corporation shall, Entity agrees that it will jointly and severally, severally (i) indemnify, defend and hold harmless each Person who is nowpresent and former (determined as of the Effective Time) director and officer of the Company and EECI, in each case, when acting in such capacity (including the heirs, executors and administrators of any such director or has been officer, the “Indemnified Parties”), against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, penalties, sanctions, losses, claims, damages or liabilities incurred and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect of any thereof) in connection with, arising out of or otherwise related to any acts or omissions or actual or threatened Proceeding, in each case, in connection with, arising out of or otherwise related to matters existing or occurring at any time prior to the date of this Agreement or who becomes prior to the Effective Time, a director or officer of the Company or any of its Subsidiaries (the “Indemnified Persons”) against all losses, claims, damages, costs, fines, penalties, expenses (including attorneys’ and other professionals’ fees and expenses), liabilities or judgments or amounts that are paid in settlement, of or incurred in connection with any threatened or actual Proceeding to which such Indemnified Person is a party or is otherwise involved (including as a witness) based, in whole or in part, on or arising, in whole or in part, out of the fact that such Person is or was a director or officer of the Company or any of its Subsidiaries or is or was serving at the request of the Company or any of its Subsidiaries as a director or officer of another corporation, partnership, limited liability company, joint venture, trust or other enterprise, as applicable, or by reason of anything done or not done by such Person in any such capacity, whether pertaining to any act or omission occurring or existing prior to, at or after, the Effective Time and whether asserted or claimed prior to, at or after the Effective Time (“Indemnified Liabilities”)Time, including all Indemnified Liabilities based in whole or in part on, or arising in whole or in part out of, or pertaining to, this Agreement or connection with (A) the Transactions, and (B) actions to enforce this provision or any other indemnification or advancement right of any Indemnified Party, and (ii) advance expenses as incurred in each case described in clause (i) to the fullest extent permitted under applicable Law. For a period of six (6) years following the Effective Time, Parent and the Surviving Corporation shall not amend, repeal or otherwise modify ; provided that any provision in the Organizational Documents of the Surviving Corporation or its Subsidiaries in any manner that would affect (or manage the Surviving Corporation or its Subsidiaries, with the intent to or in a manner that would) adversely the rights thereunder or under the Organizational Documents of the Surviving Corporation or any of its Subsidiaries of any Indemnified Person to whom expenses are advanced provides an undertaking to repay such advances if it is ultimately determined by a final and non-appealable judgment entered by a court of competent jurisdiction that such Person is not entitled to indemnification, exculpation and advancement except to the extent required by applicable Law. For a period of six (6) years following the Effective Time, Parent shall, and shall cause the Surviving Corporation and its Subsidiaries to, fulfill and honor any indemnification, expense advancement or exculpation agreements between the Company or any of its Subsidiaries and any of the Indemnified Persons existing immediately prior to the Effective Time. (b) Parent and the Surviving Corporation will shall maintain in effect, or cause to be put maintained in placeeffect, (i) the insurance liability coverage of the existing directors’ and officers’ insurance policies for directors and officers of the Company and EECI, and Parent shall fully prepay immediately prior to (ii) the Effective Time, “tail” Company’s existing fiduciary liability insurance policies with (collectively, the “D&O Insurance”) in place as of the date of this Agreement, 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 insurance carrier ), with the same or better credit rating as the Company’s current insurance carrier with respect to directors’ terms, conditions and officers’ limits of liability insurance (“D&O Insurance”) in an amount and scope that are at least as favorable to the insureds as provided in the Company’s existing policies providing such coverage as of the date of this Agreement; provided, however, that in no event during the Tail Period shall parent be required to expend more on the annual cost of the D&O Insurance than an amount per year equal to 300 percent of the current annual premiums charged to the Company by Parent for such insurance; and provided, further, that if the cost of such insurance coverage exceeds such amount, the Surviving Entity shall have the option to obtain a policy with the greatest coverage available for a cost not exceeding such amount. If Parent in its sole discretion elects, then, in lieu of the obligations of the Surviving Entity under this Section 7.10(b), Parent may, but shall be under no obligation to, prior to the Effective Time, obtain and fully pay the premium for “tail” insurance policies for the extension of the D&O Insurance for the Tail Period with respect to matters, acts or omissions matters existing or occurring at or prior to the Effective Time; provided that Time (including in no event shall Parent be required to spend more than 300% (connection with this Agreement or the “Cap Amount”) of the last annual premium paid by the Company prior to the date hereof (the amount of such premium being set forth on Schedule 6.9(b) of the Company Disclosure Letter) per policy year of coverage under such tail policy; provided, further, that if the cost per policy year of such insurance exceeds the Cap Amount, Parent shall purchase as much coverage per policy year as reasonably obtainable for the Cap AmountTransactions). (c) Any Indemnified Party wishing to claim indemnification under this Section 7.10, upon learning of any such Proceeding, shall promptly notify Parent thereof in writing, but the failure to so notify shall not relieve Parent or the Surviving Entity 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 Proceeding: (i) Parent or the Surviving Entity shall have the right to assume the defense thereof (it being understood that Parentby electing to assume the defense thereof, neither Parent nor the Surviving Entity will be deemed to have waived any right to object to the Indemnified Party’s entitlement to indemnification hereunder with respect thereto or assumed any liability with respect thereto), except that if Parent or the Surviving Entity elects not to assume such defense or legal counsel or the Indemnified Party advises that there are issues which raise conflicts of interest between Parent or the Surviving Entity and the Indemnified Party, the Indemnified Party may retain legal counsel satisfactory to them, and Parent or the Surviving Corporation Entity shall pay all reasonable and documented fees and expenses of such legal counsel for the Indemnified Party promptly as statements therefor are received; provided, however, that Parent and the Surviving Entity shall be obligated pursuant to this Section 7.10(c) to pay for only one firm of legal counsel for all Indemnified Parties with respect to any Proceeding in any jurisdiction unless the use of one legal counsel for such Indemnified Parties would present such legal counsel with a conflict of interest (provided that the fewest number of legal counsels necessary to avoid conflicts of interest shall be used); (ii) the Indemnified Parties shall cooperate in the defense of any such matter if Parent or the Surviving Entity elects to assume such defense, and Parent and the Surviving Entity shall cooperate in the defense of any such matter if Parent or the Surviving Entity elects not to assume such defense; (iii) the Indemnified Parties shall not be liable for any settlement effected without their prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed) if Parent or the Surviving Entity elects to assume such defense and Parent and the Surviving Entity shall not be liable for any settlement effected without their prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed) if Parent or the Surviving Entity elects not to assume such defense; and (iv) all rights to indemnification in respect of any such Proceedings shall continue until final disposition of all such Proceedings. (d) During the Tail Period, Parent shall honor (and shall cause the Company, EECI and EEP to honor) all rights to indemnification, elimination of liability and exculpation from liabilities for acts or omissions occurring at or prior to the Effective Time and rights to advancement of expenses relating thereto as in effect as of the date of this Agreement in favor of any Indemnified Party as provided in the Organizational Documents of the Company, EECI, EEP and their respective Subsidiaries or any indemnification agreement between such Indemnified Party and the Company, EECI, EEP or any of their Subsidiaries respective Subsidiaries, in each case, as in effect on the date of this Agreement, and all of such rights shall survive the Transactions unchanged and shall not be amended, restated, repealed or otherwise modified in any manner that would adversely affect any right thereunder of any such Indemnified Party. (e) If Parent or the Surviving Entity or any of their respective successors or assignees assigns (i) consolidates shall consolidate with or merges merge into any other Person and shall not be the continuing or surviving corporation or entity Person of such consolidation or merger or (ii) transfers shall transfer all or substantially all of its properties and assets to any Person, then, and in each such case, proper provisions shall be made so that the successors and assigns of Parent or the Surviving CorporationEntity, as the case may beapplicable, shall assume all of the obligations set forth in this Section 6.9. 7.10. (f) The provisions rights of the Indemnified Parties under this Section 6.9 7.10 are in addition to any rights such Indemnified Parties may have under the Organizational Documents of the Company, EECI, EEP or any of their respective Subsidiaries, or under any applicable Contracts or Laws, and 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, EECI, EEP or any of their respective Subsidiaries for any of their respective directors, officers or other employees (it being understood that the indemnification provided for in this Section 7.10 is not prior to or in substitution of any such claims under such policies). (g) This Section 7.10 is intended to be for the benefit of, and from and after the Effective Time shall be enforceable by, each of the Indemnified PersonsParties, who shall be third-party beneficiaries of this Section 7.10. The Any right of an Indemnified Party pursuant to this Section 7.10 shall not be amended, repealed, terminated or otherwise modified at any time in a manner that would adversely affect the rights of the Indemnified Persons under this Section 6.9 are in addition to any rights such Indemnified Persons may have under the Organizational Documents of the Company or any of its Subsidiaries, or under any applicable contracts or LawParty as provided herein.

Indemnification; Directors’ and Officers’ Insurance. (a) Without limiting any other rights that any Indemnified Person may have pursuant to any employment agreement or indemnification agreement in effect on the date hereof or otherwise (which shall be assumed by the Surviving Corporation), from the Effective Time until the sixth anniversary of From and after the Effective Time, Parent and shall and, to the extent applicable, shall cause the Surviving Corporation shallCompany to, jointly to the fullest extent permitted by applicable Law (and, in the case of former directors and severallyofficers, to the extent permitted by the bye-laws of the Company in effect immediately before the Closing), indemnify, defend and hold harmless harmless, and provide advancement of expenses to, each Person who is now, or has been at any time prior to before the date of this Agreement hereof or who becomes prior to before the Effective Time, a director or officer of the Company or any of its Subsidiaries (the “Company Indemnified PersonsParties”) from and against all losses, claims, damages, costs, finesexpenses, penaltiesliabilities, expenses (including attorneys’ and other professionals’ fees and expenses), liabilities penalties or judgments or amounts that are paid in settlement, settlement of or incurred in connection with any threatened claim, action, suit, proceeding or actual Proceeding to which such Indemnified Person is a party or is otherwise involved (including as a witness) based, investigation based in whole or in part, part on or arising, arising in whole or in part, part out of the fact that such Person is or was a director or officer of the Company or any of its Subsidiaries Subsidiaries, and pertaining to any matter existing or is occurring, or was serving any acts or omissions occurring, at or before the request Effective Time, whether asserted or claimed before, at or following, the Effective Time, including matters, acts or omissions occurring in connection with the approval of this Agreement and the consummation of the transactions contemplated hereby. (b) Subject to Section 5.7(c), the bye-laws of the Surviving Company shall include provisions for indemnification, advancement of expenses and exculpation of the Company or any Indemnified Parties at least as favorable as those set forth in the bye-laws of the Company in effect on the date of this Agreement. The parties hereby agree that the form of bye-laws attached hereto as Exhibit C satisfies such requirement. Following the Effective Time, the Surviving Company shall, and Parent shall cause the Surviving Company to, maintain in effect the provisions in its Subsidiaries as a director or officer bye-laws providing for indemnification, advancement of another corporation, partnership, limited liability company, joint venture, trust or other enterpriseexpenses and exculpation of the Company Indemnified Parties, as applicable, with respect to the facts or by reason of anything done or not done by such Person in any such capacity, whether pertaining to any act or omission circumstances occurring or existing prior to, at or after, before the Effective Time and whether asserted or claimed prior toTime, at or after the Effective Time (“Indemnified Liabilities”), including all Indemnified Liabilities based in whole or in part on, or arising in whole or in part out of, or pertaining to, this Agreement or the Transactions, in each case to the fullest extent permitted from time to time under applicable Law. For a period of six (6) years following the Effective Time, Parent and the Surviving Corporation which provisions shall not amend, repeal or otherwise modify any provision in the Organizational Documents of the Surviving Corporation or its Subsidiaries in any manner that would affect (or manage the Surviving Corporation or its Subsidiaries, with the intent to or in a manner that would) adversely the rights thereunder or under the Organizational Documents of the Surviving Corporation or any of its Subsidiaries of any Indemnified Person to indemnification, exculpation and advancement be amended except to the extent as required by applicable Law. For a period Law or except to make changes permitted by applicable Law that would enlarge the scope of six the Company Indemnified Parties’ indemnification rights thereunder. (6c) years following Subject to the Effective Timeremaining provisions of this Section 5.7(c), Parent the Surviving Company shall, and Parent shall cause the Surviving Corporation and its Subsidiaries Company to, fulfill and honor any indemnification, at no expense advancement or exculpation agreements between the Company or any of its Subsidiaries and any of the Indemnified Persons existing immediately prior to the Effective Time. beneficiaries, either (bi) Parent and the Surviving Corporation will cause continue to be put maintain in place, and Parent shall fully prepay immediately prior to the Effective Time, “tail” insurance policies with a claims reporting or discovery period of at least effect for six (6) years from the Effective Time (the “Tail Period”) 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 (“D&O Insurance”) in an amount and scope fiduciary liability insurance having terms and conditions at least as favorable to the Company Indemnified Parties as the Company’s existing policies current directors’ and officers’ liability insurance and fiduciary liability insurance (the “Company Current Insurance”) with respect to matters, acts or omissions matters existing or occurring at or prior before the Effective Time (including the transactions contemplated hereby), or (ii) purchase a six year extended reporting period endorsement with respect to the Company Current Insurance (a “Company Reporting Tail Endorsement”) and maintain this endorsement in full force and effect for its full term. To the extent purchased after the date hereof and before the Effective Time; provided that , such insurance policies shall be placed through such broker(s) and with such insurance carriers as may be specified by the Company and as are reasonably acceptable to Parent. Notwithstanding the foregoing, in no event shall Parent or the Surviving Company be required to spend more than 300expend for any such policies contemplated by this Section 5.7(c) an annual premium (measured for purposes of any “tail” by reference to 1/6th the aggregate premium paid therefor) amount in excess of 350% (the “Cap Amount”) of the last annual premium premiums currently paid by the Company prior to the date hereof (the amount of for such premium being set forth on Schedule 6.9(b) of the Company Disclosure Letter) per policy year of coverage under such tail policyinsurance; provided, further, that if the cost per policy year annual premiums of such insurance exceeds the Cap Amountcoverage exceed such amount, Parent or the Surviving Company shall purchase as much obtain a policy with the greatest coverage per policy year as reasonably obtainable available for the Cap Amounta cost not exceeding such amount. (cd) In the event that Parent, If Parent or the Surviving Corporation Company or any of their Subsidiaries or any of their respective its successors or assignees assigns (i) consolidates or amalgamates with or merges into any other Person and shall is not be the continuing or surviving corporation or entity of such consolidation or merger amalgamation or (ii) transfers or conveys all or substantially all of its properties and assets to any PersonPerson (including by dissolution), then, and in each such case, Parent shall cause proper provisions shall provision to be made so that the successors and assigns of Parent or the Surviving Corporation, as the case may be, shall Company assume and honor the obligations set forth in this Section 6.9. 5.7. (e) From and after the Effective Time, Parent and the Surviving Company agree not to, directly or indirectly, amend, modify, limit or terminate the indemnification, advancement of expenses and exculpation provisions contained in the agreements listed in Section 5.7(e) of the Company Disclosure Letter. (f) The provisions of this Section 6.9 5.7(a) through (e) above: (i) are expressly intended to be for the benefit of, and shall (subject to the second sentence of Section 5.7(b)) be enforceable by, each of the Company Indemnified Persons. The rights of the Indemnified Persons under this Section 6.9 Party, his or her heirs and legal representatives; and (ii) are in addition to, and not in substitution for, any other rights to indemnification or contribution that any rights such Indemnified Persons Person may have under the Organizational Documents of the Company by contract or any of its Subsidiaries, or under any applicable contracts or Lawotherwise.

Indemnification; Directors’ and Officers’ Insurance. (a) Without limiting any other rights that any Indemnified Person may have From and after the time the Purchaser purchases Shares pursuant to the Offer through and including the Effective Time (without regard to the termination of this Agreement), neither Parent nor the Purchaser will take any employment agreement action, nor permit any action to be taken, which would change or indemnification agreement amend the provisions of the Certificate of Incorporation or By-Laws of the Company in effect on the date hereof (copies of which previously have been supplied to Parent) relating to limitation of liability or otherwise (which shall be assumed by indemnification inconsistent with its obligations under Section 6.06(b) hereof or eliminate or make any modification in the Surviving Corporation), Company's existing director's and officer's insurance inconsistent with its obligations under Section 6.06(c) hereof. Parent agrees that from and after the Effective Time until all rights to indemnification now existing in favor of individuals who at or prior to the sixth anniversary Effective Time were directors or officers of the Company or any of its subsidiaries as set forth in the Certificate of Incorporation or By-Laws of the Company shall survive the Merger with respect to matters existing or occurring at or prior to the Effective Time and shall continue in full force and effect for a period of six years following the Effective Time. (b) The Company shall, and from and after the Effective Time, Parent and the Surviving Corporation shall, jointly and severally, indemnify, defend and hold harmless each Person person who is now, or has been at any time prior to the date of this Agreement hereof or who becomes prior to the Effective Time, a an officer or director or officer of the Company or any of its Subsidiaries subsidiaries (each individually an "Indemnified Party" and, collectively, the “"Indemnified Persons”Parties") against all losses, claims, damages, costs, fines, penalties, expenses (including attorneys’ and other professionals’ ' fees and expenses), liabilities or judgments or amounts that are paid in settlement, settlement with the approval of the Indemnifying Party as a result of or incurred in connection with any threatened or actual Proceeding to which such Indemnified Person is a party claim, action, suit, proceeding or is otherwise involved (including as a witness) based, in whole or in part, investigation based on or arising, in whole or in part, arising out of the fact that such Person person is or was a director or officer of the Company or any of its Subsidiaries subsidiaries or is out of or was serving at the request of the Company or any of its Subsidiaries as a director or officer of another corporation, partnership, limited liability company, joint venture, trust or other enterprise, as applicable, or by reason of anything done or not done by such Person in any connection with activities in such capacity, whether pertaining to any act matter existing or omission occurring or existing prior to, at or after, prior to the Effective Time and whether asserted or claimed prior to, or at or after after, the Effective Time (“"Indemnified Liabilities”"), including all Indemnified Liabilities based in whole or in part on, or arising in whole or in part out of, or pertaining to, to this Agreement or the Transactionstransactions contemplated hereby, in each case to the full extent a corporation is permitted under the GCL to indemnify any such person and, without limiting the generality or effect of the foregoing, to the fullest extent provided in the respective Certificates of Incorporation or By-Laws of the Company and its subsidiaries as in effect on the date hereof. Parent will cause the Surviving Corporation to pay expenses in advance of the final disposition of any such action or proceeding to each Indemnified Party to the fullest extent permitted by law and, without limiting the generality or effect of the foregoing, to the fullest extent provided in the respective Certificates of Incorporation or By-Laws of the Company and its subsidiaries as in effect on the date hereof subject to receipt by the Company of an undertaking by or on behalf of such officer or director contemplated by Section 145(e) of the GCL. Without limiting the generality or effect of the foregoing, in the event any such claim, action, suit, proceeding or investigation is brought against any Indemnified Parties (whether arising before or after the Effective Time) and, in the opinion of counsel to an Indemnified Party, under applicable Law. For standards of professional conduct, there is a period conflict on any significant issue between the position of six the Company and an Indemnified Party or different defenses may reasonably be expected to exist, the Indemnified Parties may retain counsel which counsel shall be reasonably satisfactory to the Company (6or the Surviving Corporation after the Effective Time) years following and the Company shall (or after the Effective Time, Parent will cause the Surviving Corporation to) pay all reasonable fees and expenses of such counsel for the Indemnified Parties -41- 42 promptly as statements therefor are received, provided, however that (i) Parent or the Surviving Corporation shall have the right, from and after the purchase of Common Shares pursuant to the Offer, to assume the defense thereof (which right shall not amend, repeal or otherwise modify any provision affect the right of the Indemnified Parties to be reimbursed for separate counsel as specified in the Organizational Documents preceding sentence), (ii) the Company and the Indemnified Parties will cooperate in the defense of any such matter and (iii) neither Parent, the Company nor the Surviving Corporation shall be liable for any settlement effected without its prior written consent. Any Indemnified Party wishing to claim indemnification under this Section 6.06, upon learning of any such claim, action, suit, proceeding or investigation, shall promptly notify both Parent and the Company (or, after the Effective Time, the Surviving Corporation) (but the failure to so notify shall not relieve a party from any liability which it may have under this Section 6.06 except and only to the extent such failure materially prejudices such party), and shall deliver to both Parent and the Company (or after the Effective Time, the Surviving Corporation) the undertaking contemplated by Section 145(e) of the GCL. The Indemnified Parties as a group may not retain more than one counsel to represent them with respect to each such matter unless there is, in the opinion of counsel to an Indemnified Party, under applicable standards of professional conduct, a conflict on any significant issue between the positions of any two or more Indemnified Parties or unless different defenses may reasonably be expected to exist. The Company, Parent and Purchaser agree that all rights to indemnification, including provisions relating to advances of expenses incurred in defense of any action or suit, existing in favor of the Indemnified Parties with respect to matters occurring through the Effective Time, shall survive the Merger and shall continue in full force and effect for a period of not less than six years from the Effective Time; provided, however, that all rights to indemnification in respect of any Indemnified Liabilities asserted or made within such period shall continue until the disposition of such Indemnified Liabilities. (c) Parent agrees that the Company, and from and after the Effective Time, the Surviving Corporation shall cause to be maintained in effect for not less than six years (except as provided in the last sentence of this Section 6.06(c)) from the Effective Time the current policies of the directors' and officers' liability insurance maintained by the Company; provided that the Surviving Corporation may substitute therefor other policies of at least the same coverage (d) Parent shall guarantee the obligations of the Surviving Corporation or its Subsidiaries in any manner that would affect under this Section 6.06. (or manage e) This Section 6.06 shall survive the Surviving Corporation or its Subsidiaries, with the intent to or in a manner that would) adversely the rights thereunder or under the Organizational Documents consummation of the Surviving Corporation or any of its Subsidiaries of any Indemnified Person to indemnification, exculpation and advancement except to the extent required by applicable Law. For a period of six (6) years following Merger at the Effective Time, Parent shallis intended to benefit the Company, and shall cause the Surviving Corporation and its Subsidiaries to, fulfill and honor any indemnification, expense advancement or exculpation agreements between the Company or any of its Subsidiaries and any of the Indemnified Persons existing immediately prior to the Effective Time. (b) Parties, shall be binding on all successors and assigns of Parent and the Surviving Corporation will cause to be put in place, and Parent shall fully prepay immediately prior to the Effective Time, “tail” insurance policies with a claims reporting or discovery period of at least six (6) years from the Effective Time (the “Tail Period”) 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 (“D&O Insurance”) in an amount and scope at least as favorable as the Company’s existing policies with respect to matters, acts or omissions existing or occurring at or prior to the Effective Time; provided that in no event shall Parent be required to spend more than 300% (the “Cap Amount”) of the last annual premium paid by the Company prior to the date hereof (the amount of such premium being set forth on Schedule 6.9(b) of the Company Disclosure Letter) per policy year of coverage under such tail policy; provided, further, that if the cost per policy year of such insurance exceeds the Cap Amount, Parent shall purchase as much coverage per policy year as reasonably obtainable for the Cap Amount. (c) In the event that Parent, the Surviving Corporation or any of their Subsidiaries or any of their respective successors or assignees (i) consolidates with or merges into any other Person and shall not be the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers all or substantially all of its properties and assets to any Person, then, in each such 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 the obligations set forth in this Section 6.9. The provisions of this Section 6.9 are intended to be for the benefit of, and shall be enforceable by, each of by the Indemnified Persons. The rights of the Indemnified Persons under this Section 6.9 are in addition to any rights such Indemnified Persons may have under the Organizational Documents of the Company or any of its Subsidiaries, or under any applicable contracts or LawParties.

Indemnification; Directors’ and Officers’ Insurance. (a) Without limiting any other rights that any Indemnified Person may have pursuant to any employment agreement or indemnification agreement in effect on the date hereof or otherwise (which shall be assumed by the Surviving Corporation), from the Effective Time until the sixth anniversary of From and after the Effective Time, Parent ev3 shall, and shall cause the Surviving Corporation shallto, jointly and severallyto the fullest extent permitted by Applicable Law, indemnify, defend and hold harmless harmless, and provide advancement of expenses to, each Person person who is now, or has been at any time prior to the date of this Agreement hereof or who becomes prior to the Effective Time, a an officer, director or officer employee of the Company FoxHollow or any of its Subsidiaries (the “FoxHollow Indemnified PersonsParties”) against all losses, claims, damages, costs, fines, penalties, expenses (including attorneys’ and other professionals’ fees and expenses), liabilities or judgments or amounts that are paid in settlement, settlement of or incurred in connection with any threatened claim, action, suit, proceeding or actual Proceeding to which such Indemnified Person is a party or is otherwise involved (including as a witness) based, in whole or in part, on or arising, in whole or in part, out of the fact that such Person is or was a director or officer of the Company or any of its Subsidiaries or is or was serving at the request of the Company or any of its Subsidiaries as a director or officer of another corporation, partnership, limited liability company, joint venture, trust or other enterprise, as applicable, or by reason of anything done or not done by such Person in any such capacity, whether pertaining to any act or omission occurring or existing prior to, at or after, the Effective Time and whether asserted or claimed prior to, at or after the Effective Time (“Indemnified Liabilities”), including all Indemnified Liabilities investigation based in whole or in part on, on or arising in whole or in part out ofof the fact that such person is or was a director, officer or employee of FoxHollow or any Subsidiary of FoxHollow, and pertaining to any matter existing or occurring, or pertaining any acts or omissions occurring, at or prior to the Effective Time, whether asserted or claimed prior to, or at or after, the Effective Time (including matters, acts or omissions occurring in connection with the approval of this Agreement or and the Transactionsconsummation of the transactions contemplated hereby). (b) For a period of six (6) years after the Effective Time, ev3 shall, and shall cause the Surviving Corporation and its Subsidiaries to, maintain in each case effect, honor and fulfill in all respects the obligations of FoxHollow and its Subsidiaries under any and all indemnification agreements in effect immediately prior to the fullest extent permitted under applicable LawEffective Time between FoxHollow or any of its Subsidiaries and any of the FoxHollow Indemnified Parities and shall not amend, terminate or otherwise modify any such agreements. For In addition, for a period of six (6) years following the Effective Time, Parent and the Surviving Corporation shall not amend, repeal or otherwise modify any provision in the Organizational Documents of the Surviving Corporation or its Subsidiaries in any manner that would affect (or manage the Surviving Corporation or its Subsidiaries, with the intent to or in a manner that would) adversely the rights thereunder or under the Organizational Documents of the Surviving Corporation or any of its Subsidiaries of any Indemnified Person to indemnification, exculpation and advancement except to the extent required by applicable Law. For a period of six (6) years following the Effective Time, Parent ev3 shall, and shall cause the Surviving Corporation and its Subsidiaries to, fulfill cause the certificate of incorporation and honor any indemnification, expense advancement or exculpation agreements between the Company or any bylaws (and other similar organizational documents) of its Subsidiaries and any of the Indemnified Persons existing immediately prior to the Effective Time. (b) Parent and the Surviving Corporation will cause and its Subsidiaries to be put contain provisions with respect to indemnification and exculpation that are at least as favorable as the indemnification and exculpation provisions contained in place, the certificate of incorporation and Parent shall fully prepay bylaws (or other similar organizational documents) of FoxHollow and its Subsidiaries immediately prior to the Effective Time, “tail” insurance policies with and during such six-year period, such provisions shall not be amended, repealed or otherwise modified in any respect, except as required by Applicable Law. (c) For a claims reporting or discovery period of at least six (6) years from after the Effective Time (Time, ev3 shall, and shall cause the “Tail Period”) from an insurance carrier with Surviving Corporation and its Subsidiaries to, maintain in effect, the same or better credit rating as the Company’s current insurance carrier with respect to policies of directors’ and officers’ liability insurance maintained by FoxHollow (the “D&O InsurancePolicy”) in an amount and scope (provided that the Surviving Corporation may substitute therefor policies with a substantially comparable insurer of at least as favorable as the Company’s existing policies same coverage and amounts containing terms and conditions which are no less advantageous to the insured) with respect to claims arising from facts or events which occurred at or before the Effective Time (including matters, acts or omissions existing or occurring in connection with the approval of this Agreement and the consummation of the transactions contemplated hereby); provided, however, that the Surviving Corporation shall not be obligated to make annual premium payments for such D&O Policy to the extent such premiums exceed 250% of the premiums paid as of the date hereof by FoxHollow for such D&O Policy (“FoxHollow’s Current Premium”), and if such premiums for such D&O Policy would at or any time exceed 250% of FoxHollow’s Current Premium, then the Surviving Corporation shall cause to be maintained policies of D&O Policy which, in the Surviving Corporation’s good faith determination, provide the maximum coverage available at an annual premium equal to 250% of FoxHollow’s Current Premium. Prior to the Effective Time, notwithstanding anything to the contrary in this Agreement, in lieu of its obligations under the first sentence of this Section 5.13(c), ev3 may purchase a six-year “tail” prepaid policy on the D&O Policy on terms and conditions no less advantageous than such policy, and in the event that ev3 shall purchase such a “tail” policy prior to the Effective Time; provided that , ev3 and the Surviving Corporation shall maintain such “tail” policy in no event full force and effect and continue to honor their respective obligations thereunder, in lieu of all other obligations of ev3 and the Surviving Corporation under the first sentence of this Section 5.13(c) for so long as such “tail” policy shall Parent be required to spend more than 300% (the “Cap Amount”) of the last annual premium paid by the Company prior to the date hereof (the amount of such premium being set forth on Schedule 6.9(b) of the Company Disclosure Letter) per policy year of coverage under such tail policy; provided, further, that if the cost per policy year of such insurance exceeds the Cap Amount, Parent shall purchase as much coverage per policy year as reasonably obtainable for the Cap Amountmaintained in full force and effect. (cd) In The Surviving Corporation shall pay (as incurred) all expenses, including reasonable fees and expenses of counsel, which an indemnified person may incur in enforcing the event that Parent, indemnity and other obligations provided for in this Section 5.13. (e) If the Surviving Corporation or any of their Subsidiaries or any of their respective its successors or assignees assigns (i) consolidates with or merges into any other Person person and shall not be the continuing or surviving corporation or entity of such consolidation or merger merger, or (ii) transfers or conveys all or substantially all of its properties and assets to any Personperson, then, and in each such case, to the extent necessary, proper provisions provision shall be made so that the successors and assigns of Parent or the Surviving Corporation, as the case may be, shall assume the obligations set forth in this Section 6.9. 5.13. (f) The provisions of obligations under this Section 6.9 5.13 shall not be terminated, amended or otherwise modified in such a manner as to adversely affect any FoxHollow Indemnified Party (or any other person who is a beneficiary under the D&O Policy or the “tail” policy referred to in Section 5.13(c) (and their heirs and representatives)) without the prior written consent of such affected FoxHollow Indemnified Party or other person who is a beneficiary under the D&O Policy or the “tail” policy referred to in Section 5.13(c) (and their heirs and representatives). Each of the FoxHollow Indemnified Parties or other persons who are beneficiaries under the D&O Policy or the “tail” policy referred to in Section 5.13(c) (and their heirs and representatives) are intended to be for the benefit ofthird party beneficiaries of this Section 5.13, and shall be enforceable by, each with full rights of the Indemnified Personsenforcement as if a party hereto or thereto. The rights of the FoxHollow Indemnified Persons Parties (and other persons who are beneficiaries under the D&O Policy or the “tail” policy referred to in Section 5.13(c) (and their heirs and representatives)) under this Section 6.9 are 5.13 shall be in addition to, and not in substitution for, any other rights to any rights indemnification or contribution that such Indemnified Persons persons may have under the Organizational Documents certificate or articles of incorporation, bylaws or other equivalent organizational documents, any and all indemnification and other agreements of or entered into by the Company FoxHollow or any of its Subsidiaries, or under applicable legal requirements (whether at law or in equity). ev3 shall pay all reasonable expenses that may be incurred by the FoxHollow Indemnified Parties in enforcing the indemnity and other obligations provided in this Section 5.13, provided that such FoxHollow Indemnified Party is successful in enforcing any applicable contracts or Lawsuch claim.

Indemnification; Directors’ and Officers’ Insurance. (a) Without limiting In the event of any other rights that threatened or actual claim, action, suit, proceeding or investigation, whether civil, criminal or administrative, including any Indemnified Person may have pursuant to such claim, action, suit, proceeding or investigation in which any employment agreement or indemnification agreement in effect on the date hereof or otherwise (which shall be assumed by the Surviving Corporation), from the Effective Time until the sixth anniversary of the Effective Time, Parent and the Surviving Corporation shall, jointly and severally, indemnify, defend and hold harmless each Person who is now, or has been at any time prior to the date of this Agreement hereof, or who becomes prior to the Effective Time, a director director, officer, employee or officer other agent of the Company or any of its Subsidiaries (the “Indemnified Persons”) against all losseseach, claimstogether with such Person's heirs, damagesexecutors, costs, fines, penalties, expenses (including attorneys’ administrators and other professionals’ fees and expenses)representatives, liabilities the "Indemnitees") is, or judgments or amounts that are paid in settlementis threatened to be, of or incurred in connection with any threatened or actual Proceeding to which such Indemnified Person is made a party or is otherwise involved (including as a witness) based, in whole or in part, on or arising, in whole or in part, out of the fact that such Person is or was a director or officer of the Company or any of its Subsidiaries or is or was serving at the request of the Company or any of its Subsidiaries as a director or officer of another corporation, partnership, limited liability company, joint venture, trust or other enterprise, as applicable, or by reason of anything done or not done by such Person in any such capacity, whether pertaining to any act or omission occurring or existing prior to, at or after, the Effective Time and whether asserted or claimed prior to, at or after the Effective Time (“Indemnified Liabilities”), including all Indemnified Liabilities based in whole or in part on, or arising in whole or in part out of, (i) the fact that he or pertaining toshe is or was a director, officer, employee or agent of the Company, any of its Subsidiaries or any of their respective predecessors or (ii) this Agreement or any of the Transactionstransactions contemplated hereby, whether in each any case asserted or arising before or after the Effective Time (collectively, "Actions"), subject to this Section 5.5(a), after the Effective Time, Parent and the Surviving Corporation, acting jointly and severally, shall indemnify and hold harmless, to the fullest extent permitted by Law, each Indemnitee against any losses, claims, damages, liabilities, costs, expenses (including, as described below, reasonable attorney's fees and expenses), judgments, and amounts paid in settlement, all in connection with any Action. Within 7 days after an Indemnitee receives notice of any Action, such Indemnitee shall give Parent written notice thereof together with a copy of any written claim, process or other legal pleading; provided, that failure so to notify Parent shall not relieve Parent from any liability that it may have under this Section 5.5(a), except to the extent Parent shall have been actually and materially prejudiced by such failure. Parent may, within 20 days after receiving notice of such Action (or sooner, if the nature of such Action so requires, but in no event within less than five business days after receiving such notice) notify the Indemnitee in writing that, at its own expense, it is assuming the defense of such Action, including the employment of counsel reasonably satisfactory to the Indemnitee. Upon written request by an Indemnitee, and assuming that Parent has not timely assumed such Indemnitee's defense pursuant to the preceding sentence, Parent and the Surviving Corporation, acting jointly and severally, shall advance all reasonable attorney's fees and expenses incurred by such Indemnitee in connection with any Action, provided, that the Indemnitee shall first provide a written undertaking to Parent and the Surviving Corporation to repay all such fees and expenses when and if a court of competent jurisdiction shall ultimately determine, and such determination shall have become final and nonappealable, that indemnification of such Indemnitee in the manner contemplated hereby is prohibited by applicable Law; such judicial determination also shall mean that Parent shall have no indemnification obligation hereunder to that Indemnitee. For Any Indemnitee shall have the right to employ separate counsel in defense of any Action and participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of such Indemnitee and such counsel shall not appear in the Action, unless (x) Parent shall have failed to assume the defense as provided above or (y) Parent and the Indemnitee are both party to such Action and the Indemnitee determines in good faith upon advice of counsel that joint representation would be inappropriate. If Parent elects not to defend against any Action, or fails to notify an Indemnitee of its election within the required period of time, such Indemnitee may defend, compromise, settle or consent to the entry of a judgment in such Action without the consent of Parent. Parent will not, without prior written consent of the Indemnitee (which consent shall not be unreasonably withheld), settle, compromise or consent to the entry of any judgment in or otherwise seek to terminate an Action, except consent shall not be required if such settlement, compromise, consent or termination includes an unconditional release of such Indemnitee from all liabilities arising out of such Action. If Parent elects to defend against an Action, no Indemnitee shall take any action to settle or compromise such Action or consent to the entry of a judgment therein. Each Indemnitee shall cooperate with all reasonable requests of Parent relating to the defense, resolution, compromise or settlement of any Action. The obligations of Parent and the Surviving Corporation under this Section 5.5(a) shall continue in full force and effect for a period of six (6) years following from the Effective Time; provided, however, that all rights to indemnification in respect of any Action asserted or made within such period shall continue until the final disposition of such Action. (b) Without limiting the foregoing, Parent, Acquisition and the Company agree that (i) all rights to indemnification and exculpation from liability for acts and omissions occurring at or prior to the Effective Time and rights to advancements of expenses relating thereto now existing in favor of the current or former directors, officers, employees and agents of the Company and its Subsidiaries (the "Indemnitees") as provided in the charters and/or bylaws (or similar organizational documents) of the Company and its Subsidiaries or in any indemnification agreement listed on Exhibit 5.5(a) shall survive the Merger, and (ii) for a period of six years from the Effective Time, Parent and the Surviving Corporation such provisions shall not amendbe amended, repeal repealed or otherwise modify any provision in the Organizational Documents of the Surviving Corporation or its Subsidiaries modified in any manner that would adversely affect (or manage the Surviving Corporation or its Subsidiaries, with the intent to or in a manner that would) adversely the rights thereunder or under the Organizational Documents of the Surviving Corporation or any of its Subsidiaries of any Indemnified Person to indemnificationsuch Indemnitees, exculpation and advancement except to the extent unless an alteration or modification of such documents is required by applicable Law. Law or each Indemnitee affected thereby otherwise consents in writing thereto. (c) For a period of six (6) years following after the Effective Time, Parent shall, and shall cause the Surviving Corporation shall maintain officers' and its Subsidiaries to, fulfill and honor any indemnification, expense advancement or exculpation agreements between the Company or any of its Subsidiaries and any of the Indemnified Persons existing immediately prior to the Effective Time. (b) Parent and the Surviving Corporation will cause to be put in place, and Parent shall fully prepay immediately prior to the Effective Time, “tail” insurance policies with a claims reporting or discovery period of at least six (6) years from the Effective Time (the “Tail Period”) 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 (“D&O Insurance”) and fiduciary liability insurance in an amount and scope at least as favorable as the Company’s existing policies with respect to matters, of acts or omissions existing or occurring at or prior to the Effective Time, including the transactions contemplated hereby ("D&O Insurance"), covering Indemnitees who are currently covered by the Company's existing officers' and directors' or fiduciary liability insurance policies on terms no less advantageous to Indemnitees than such existing insurance; provided provided, that in no event the Surviving Corporation shall Parent not be required to spend more than pay an annual premium therefor in excess of 300% (the “Cap Amount”) of the last annual premium paid by the Company prior to the date hereof (the amount of such premium being set forth on Schedule 6.9(b) of the Company Disclosure Letter) per policy year of coverage under such tail policy"Current Premium"); provided, further, that if the cost per policy existing D&O Insurance expires, is terminated or canceled, or if 300% of the Current Premium is insufficient to maintain or procure the coverage contemplated by this Section 5.5(c), during such six-year of such insurance exceeds period, the Cap Amount, Parent shall purchase Surviving Corporation will use its commercially reasonable efforts to obtain as much coverage per policy year comparable insurance as reasonably obtainable can be obtained for 300% of the Cap AmountCurrent Premium. The provisions of the immediately preceding sentence shall be deemed to have been satisfied if prepaid policies have been obtained prior to the Effective Time from an insurer or insurers that have an insurer financial strength rating by A.M. Best Co. of at least "A," which policies provide the Indemnitees with coverage, from the Effective Time to the sixth anniversary of the Effective Time, including in respect of the transactions contemplated hereby, on terms that are no less advantageous to Indemnitees than the Company's existing D&O Insurance. If such prepaid policies have been obtained prior to the Effective Time, then the Surviving Corporation shall maintain such policies in full force and effect and continue the obligations thereunder. (cd) In the event that If any of Parent, the Surviving Corporation or any of their Subsidiaries or any of their respective successors or assignees assigns (i) consolidates with or merges into any other Person and shall is not be the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers all or substantially all of its properties and assets to any Person, then, in each such case, then Parent and the Surviving Corporation shall cause proper provisions shall to be made so that the successors and assigns of Parent or the Surviving Corporation, as the case may be, shall assume such Person assumes the obligations set forth in this Section 6.95.5. (e) This Section 5.5, which shall survive the consummation of the Merger at the Effective Time and shall continue for the periods specified herein, is intended to bind Parent and the Surviving Corporation and inure to the benefit of the Indemnitees, each of whom may enforce the provisions of this Section 5.5 (whether or not parties to this Agreement). The provisions of this Section 6.9 5.5 are intended to be for the benefit in addition to, and not in lieu of, any other rights to indemnification, contribution or exculpation of liability that any Indemnitee may be entitled to or hereafter acquire under any Law, agreement or provision of the Company's, the Surviving Corporation's or any Subsidiary's certificate of incorporation or bylaws or otherwise. (f) To the extent permitted by Law, Parent and the Surviving Corporation shall be enforceable byjointly and severally liable to pay all reasonable expenses, each of including reasonable attorney's fees and expenses, that may be incurred by any Indemnitee in enforcing the Indemnified Personsindemnity and other obligations set forth in this Section 5.5. The rights obligations of Parent and the Indemnified Persons Surviving Corporation under this Section 6.9 are 5.5 shall not be terminated or modified in addition such a manner as to adversely affect any rights Indemnitee without the prior written consent of such Indemnified Persons may have under Indemnitee and shall survive the Organizational Documents consummation of the Company or any Merger, it being expressly agreed that the Indemnified Parties to whom this Section 5.5 applies shall be third party beneficiaries of its Subsidiaries, or under any applicable contracts or Lawthis Section 5.5.

Indemnification; Directors’ and Officers’ Insurance. (a) Without limiting any other rights that any Indemnified Person Party may have pursuant to any employment agreement, indemnification agreement or indemnification agreement in effect on the date hereof or otherwise (which shall be assumed by the Surviving Corporation)otherwise, from the Effective Time until the sixth anniversary of and after the Effective Time, Parent and Red Lion shall cause the Surviving Corporation shallto, jointly and severallyto the fullest extent permitted by applicable law, indemnify, defend and hold harmless harmless, and provide advancement of expenses to, each Person person who is now, or has been at any time prior to the date of this Agreement hereof or who becomes prior to the Effective Time, a an officer or director or officer of the Company Penny or any of its Subsidiaries (the “Indemnified PersonsParties”) against all losses, claims, damages, costs, fines, penalties, expenses (including attorneys’ and other professionals’ fees and expenses), liabilities or judgments or amounts that are paid in settlement, settlement of or incurred in connection with any threatened or actual Proceeding to which such Indemnified Person is a party claim, action, suit, proceeding or is otherwise involved (including as a witness) based, investigation based in whole or in part, part on or arising, arising in whole or in part, part out of the fact that such Person person is or was a director director, officer or officer employee of the Company Penny or any of its Subsidiaries or is or was serving at the request of the Company Penny or any of its Subsidiaries as a director director, officer, employee or officer agent of another corporation, partnership, limited liability company, joint venture, employee benefit plan, trust or other enterprise, as applicable, enterprise or by reason of anything done or not done by such Person person in any such capacity, whether capacity and pertaining to any act matter existing or omission occurring occurring, or existing prior toany acts or omissions occurring, at or after, prior to the Effective Time and Time, whether asserted or claimed prior to, or at or after after, the Effective Time (“Indemnified Liabilities”), including all Indemnified Liabilities based in whole or in part on, or arising in whole or in part out of, or pertaining to, this Agreement or the TransactionsTime, in each case to the fullest extent such persons are permitted under by applicable Law. law to be indemnified by, or have the right to advancement of expenses from, Penny as of the date hereof. (b) For a period of six (6) years following after the Effective Time, Parent and the Surviving Corporation shall not amend, repeal or otherwise modify any provision in the Organizational Documents of the Surviving Corporation or its Subsidiaries in any manner that would affect (or manage the Surviving Corporation or its Subsidiaries, with the intent to or in a manner that would) adversely the rights thereunder or under the Organizational Documents of the Surviving Corporation or any of its Subsidiaries of any Indemnified Person to indemnification, exculpation and advancement except to the extent required by applicable Law. For a period of six (6) years following the Effective Time, Parent Red Lion shall, and or shall cause the Surviving Corporation and its Subsidiaries to, fulfill and honor any indemnificationmaintain in effect, expense advancement or exculpation agreements between for the Company or any of its Subsidiaries and any benefit of the Indemnified Persons existing immediately Parties with respect to their acts or omissions as directors and officers of Penny and its Subsidiaries, as applicable, occurring prior to the Effective Time. (b) Parent and the Surviving Corporation will cause to be put in place, and Parent shall fully prepay immediately prior to the Effective Time, “tail” insurance policies with a claims reporting or discovery period of at least six (6) years from the Effective Time (the “Tail Period”) from an insurance carrier with the same or better credit rating as the Company’s current insurance carrier including with respect to acts or omissions occurring in connection with this Agreement and the consummation of the transactions contemplated hereby), the current policies of directors’ and officers’ liability insurance maintained by Penny (the “Existing D&O InsurancePolicy”); provided that, (i) in an amount and scope at least as favorable as Red Lion may, or may cause the Company’s existing Surviving Corporation to, substitute therefor a policy or policies with respect to matterslimits, acts or omissions existing or occurring at or prior terms and conditions that are no less advantageous to the Effective Timeinsured; provided that in no event (ii) neither Red Lion nor the Surviving Corporation shall Parent be required to spend more than 300pay annual premiums for the Existing D&O Policy (or for any substitute policy or policies) in excess of 200% (the “Cap Amount”) of the last annual premium paid by Penny with respect to the Company Existing D&O Policy as of the date hereof, which is set forth in Section 6.10 of the Penny Disclosure Letter (the “Insurance Amount”); and (iii) if such premiums for the such insurance would at any time exceed the Insurance Amount, then Red Lion shall maintain, or cause the Surviving Corporation to maintain, policies of insurance that, in Red Lion’s good faith determination, provide the maximum coverage available at an annual premium equal to the Insurance Amount. In lieu of the foregoing, Red Lion may, or may cause the Surviving Corporation to, at its option, purchase, from one or more insurers reasonably acceptable to Penny, a single payment, run-off policy or policies of directors’ and officers’ liability insurance covering each Indemnified Party with respect to their acts or omissions as directors and officers of Penny and its Subsidiaries, as applicable, occurring prior to Effective Time (including with respect to acts or omissions occurring in connection with this Agreement and the date hereof (the amount of such premium being set forth on Schedule 6.9(b) consummation of the Company Disclosure Lettertransactions contemplated hereby) per on terms and conditions, including limits, not less favorable in the aggregate than the terms and conditions contained in the current policies of directors’ and officers’ liability insurance maintained by Navy, such policy year or policies to become effective at the Effective Time and remain in effect for a period of coverage under such tail policy; provided, further, that if six years after the cost per policy year of such insurance exceeds the Cap Amount, Parent shall purchase as much coverage per policy year as reasonably obtainable for the Cap AmountEffective Time. (c) In the event that Parent, the Surviving Corporation If Red Lion or any of their Subsidiaries or any of their respective its successors or assignees assigns (i) consolidates with or merges into any other Person person and shall not be the continuing or surviving corporation or entity of such consolidation or merger merger, or (ii) transfers or conveys all or substantially all of its properties and assets to any Personperson, then, and in each such case, to the extent necessary, proper provisions provision shall be made so that the successors and assigns of Parent or the Surviving CorporationRed Lion, as the case may be, shall assume the obligations set forth in this Section 6.9. 6.10. (d) The provisions of this Section 6.9 6.10 (i) are intended to be for the benefit of, and shall be enforceable by, each of the Indemnified Persons. The rights of the Indemnified Persons under this Section 6.9 Party and their respective heirs and representatives and (ii) are in addition to, and not in substitution for, any other rights to indemnification or contribution that any rights such Indemnified Persons person may have under the Organizational Documents of the Company by contract or any of its Subsidiaries, or under any applicable contracts or Lawotherwise.

Indemnification; Directors’ and Officers’ Insurance. (a) Without limiting any other rights that any Indemnified Person may have pursuant to any employment agreement or indemnification agreement in effect on the date hereof or otherwise (which shall be assumed by the Surviving Corporation), from the Effective Time until the sixth anniversary of From and after the Effective Time, Parent and shall and, to the extent applicable, shall cause the Surviving Corporation shallCompany to, jointly to the fullest extent permitted by applicable Law (and, in the case of former directors and severallyofficers, to the extent permitted by the articles of association and organizational resolutions of the Company in effect immediately before the Closing and applicable Law), indemnify, defend and hold harmless harmless, and provide advancement of expenses to, each Person who is now, or has been at any time prior to before the date of this Agreement hereof or who becomes prior to before the Effective Time, a director or officer of the Company or any of its Subsidiaries (the “Company Indemnified PersonsParties”) from and against all losses, claims, damages, costs, finesexpenses, penaltiesliabilities, expenses (including attorneys’ and other professionals’ fees and expenses), liabilities penalties or judgments or amounts that are paid in settlement, settlement of or incurred in connection with any threatened claim, action, suit, proceeding or actual Proceeding to which such Indemnified Person is a party or is otherwise involved (including as a witness) based, investigation based in whole or in part, part on or arising, arising in whole or in part, part out of the fact that such Person is or was a director or officer of the Company or any of its Subsidiaries Subsidiaries, and pertaining to any matter existing or is occurring, or was serving any acts or omissions occurring, at or before the request Effective Time, whether asserted or claimed before, at or following, the Effective Time, including matters, acts or omissions occurring in connection with the approval of this Agreement and the Merger Agreement and the consummation of the transactions contemplated hereby. (b) Subject to Section 7.7(c), the organizational documents of the Surviving Company shall include provisions for indemnification, advancement of expenses and exculpation of the Company or any Indemnified Parties at least as favorable as those in effect on the date of this Agreement. Following the Effective Time, the Surviving Company shall, and Parent shall cause the Surviving Company to, maintain in effect the provisions in its Subsidiaries as a director or officer organizational documents providing for indemnification, advancement of another corporation, partnership, limited liability company, joint venture, trust or other enterpriseexpenses and exculpation of the Company Indemnified Parties, as applicable, with respect to the facts or by reason of anything done or not done by such Person in any such capacity, whether pertaining to any act or omission circumstances occurring or existing prior to, at or after, before the Effective Time and whether asserted or claimed prior toTime, at or after the Effective Time (“Indemnified Liabilities”), including all Indemnified Liabilities based in whole or in part on, or arising in whole or in part out of, or pertaining to, this Agreement or the Transactions, in each case to the fullest extent permitted from time to time under applicable Law. For a period of six (6) years following the Effective Time, Parent and the Surviving Corporation which provisions shall not amend, repeal or otherwise modify any provision in the Organizational Documents of the Surviving Corporation or its Subsidiaries in any manner that would affect (or manage the Surviving Corporation or its Subsidiaries, with the intent to or in a manner that would) adversely the rights thereunder or under the Organizational Documents of the Surviving Corporation or any of its Subsidiaries of any Indemnified Person to indemnification, exculpation and advancement be amended except to the extent as required by applicable Law. For a period Law or except to make changes permitted by applicable Law that would enlarge the scope of six the Company Indemnified Parties’ indemnification rights thereunder. (6c) years following Subject to the Effective Timeremaining provisions of this Section 7.7(c), Parent the Surviving Company shall, and Parent shall cause the Surviving Corporation and its Subsidiaries Company to, fulfill and honor any indemnification, at no expense advancement or exculpation agreements between the Company or any of its Subsidiaries and any of the Indemnified Persons existing immediately prior to the Effective Time. beneficiaries, either (bi) Parent and the Surviving Corporation will cause continue to be put maintain in place, and Parent shall fully prepay immediately prior to the Effective Time, “tail” insurance policies with a claims reporting or discovery period of at least effect for six (6) years from the Effective Time (the “Tail Period”) 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 (“D&O Insurance”) in an amount and scope fiduciary liability insurance having terms and conditions at least as favorable to the Company Indemnified Parties as the Company’s existing policies current directors’ and officers’ liability insurance and fiduciary liability insurance (the “Company Current Insurance”) with respect to matters, acts or omissions matters existing or occurring at or prior before the Effective Time (including the transactions contemplated hereby), or (ii) purchase a six year extended reporting period endorsement with respect to the Company Current Insurance and maintain this endorsement in full force and effect for its full term. To the extent purchased after the date hereof and before the Effective Time; provided that , such insurance policies shall be placed through such broker(s) and with such insurance carriers as may be specified by the Company and as are reasonably acceptable to Parent. Notwithstanding the foregoing, in no event shall Parent or the Surviving Company be required to spend more than expend for any such policies contemplated by this Section 7.7(c) an annual premium (measured for purposes of any “tail” by reference to 1/6th the aggregate premium paid therefor) amount in excess of 300% (the “Cap Amount”) of the last annual premium premiums currently paid by the Company prior to the date hereof (the amount of for such premium being set forth on Schedule 6.9(b) of the Company Disclosure Letter) per policy year of coverage under such tail policyinsurance; provided, further, that if the cost per policy year annual premiums of such insurance exceeds the Cap Amountcoverage exceed such amount, Parent or the Surviving Company shall purchase as much obtain a policy with the greatest coverage per policy year as reasonably obtainable available for the Cap Amounta cost not exceeding such amount. (cd) In the event that Parent, If Parent or the Surviving Corporation Company or any of their Subsidiaries or any of their respective its successors or assignees assigns (i) consolidates or amalgamates with or merges into any other Person and shall is not be the continuing or surviving corporation entity or entity of such consolidation or merger amalgamation or (ii) transfers or conveys all or substantially all of its properties and assets to any PersonPerson (including by dissolution), then, and in each such case, Parent shall cause proper provisions shall provision to be made so that the successors and assigns of Parent or the Surviving Corporation, as the case may be, shall Company assume and honor the obligations set forth in this Section 6.9. 7.7. (e) From and after the Effective Time, Parent and the Surviving Company agree not to, directly or indirectly, amend, modify, limit or terminate the indemnification, advancement of expenses and exculpation provisions contained in the agreements listed in Section 7.7(e) of the Company Disclosure Letter. (f) The provisions of this Section 6.9 7.7(a) through (e) above: (i) are expressly intended to be for the benefit of, and shall (subject to the second sentence of Section 7.7(b)) be enforceable by, each of the Company Indemnified Persons. The rights of the Indemnified Persons under this Section 6.9 Party, his or her heirs and legal representatives; and (ii) are in addition to, and not in substitution for, any other rights to indemnification or contribution that any rights such Indemnified Persons Person may have under by contract or otherwise. Parent and the Organizational Documents Surviving Company shall pay or cause to be paid (as incurred) all expenses, including reasonable fees and expenses of counsel, that a Company Indemnified Party may incur in enforcing the indemnity and other obligations provided for in this Section 7.7 (subject to reimbursement if the Company or any of its Subsidiaries, or Indemnified Party is subsequently determined not to be entitled to indemnification under any applicable contracts or LawSection 7.7(a)).

Indemnification; Directors’ and Officers’ Insurance. (a) Without limiting any other rights that any Indemnified Person may have pursuant to any employment agreement or indemnification agreement in effect on the date hereof or otherwise (which shall be assumed by the Surviving Corporation), from the Effective Time until the sixth anniversary Each of the Effective Time, Parent and the Surviving Corporation shallagrees that, jointly from and severallyafter the Effective Time, indemnify, defend it will indemnify and hold harmless each Person individual who is nowat the Effective Time is, or has been at any time prior to the date of this Agreement or who becomes prior to the Effective TimeTime was, a director or officer of the Company or any of its Subsidiaries Subsidiary (the “Indemnified PersonsParties”) against all any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages, costs, fines, penalties, expenses (including attorneys’ and other professionals’ fees and expenses), damages or liabilities or judgments or amounts that are paid in settlement, of or incurred in connection with any threatened claim, action, suit, proceeding or actual Proceeding investigation, whether civil, criminal, administrative or investigative, arising out of or related to which such Indemnified Person is a party or is otherwise involved (including Parties’ service as a witness) based, in whole or in part, on or arising, in whole or in part, out of the fact that such Person is or was a director or officer of the Company or any of its Subsidiaries or is or was serving services performed by such persons at the request of the Company or any of its Subsidiaries as a director or officer of another corporation, partnership, limited liability company, joint venture, trust or other enterprise, as applicable, or by reason of anything done or not done by such Person in any such capacity, whether pertaining to any act or omission occurring or existing prior to, at or after, prior to the Effective Time and Time, whether asserted or claimed prior to, at or after the Effective Time 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 Liabilities”)Party; provided that such indemnification shall be subject to any limitation imposed from time to time under applicable Laws. The Articles of Association will contain provisions with respect to rights to indemnification, including all Indemnified Liabilities based in whole or in part advancement of expenses and limitations on, or arising exculpation from, liabilities, for acts or omissions that are at least as favorable to the directors, officers or employees of the Company as those contained in whole 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 Laws, which provisions will not be amended, repealed or otherwise modified for a period of six years from the Effective Time in part out ofany manner that would adversely affect the rights thereunder of the Indemnified Parties, or pertaining to, this Agreement unless such modification is required by Law. (b) Parent or the TransactionsSurviving 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 that Parent has acknowledged in each case writing, and not subject to any reservation of rights, is covered under this Section 6.6 (each, a “Claim”) unless there is a conflict of interest between Parent and the Surviving Corporation, on the one hand, and the Indemnified Party, on the other (for the avoidance of doubt, conflict of interest shall be deemed to exist in the event of any threatened or 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 Parent’s prior written consent (such consent not to be unreasonably withheld, conditioned or delayed); provided, that none of Parent or the Surviving Corporation shall settle, compromise or consent to 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 Parent, the Surviving Corporation and the Indemnified Parties shall cooperate in the defense of any Claim and shall provide access to properties and individuals as reasonably requested and furnish or cause to be furnished records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials or appeals, as may be reasonably requested in connection therewith. (c) For a period of six (6) years following after the Effective Time, Parent and the Surviving Corporation shall not amend, repeal or otherwise modify any provision in the Organizational Documents of the Surviving Corporation or its Subsidiaries in any manner that would affect (or manage the Surviving Corporation or its Subsidiaries, with the intent to or in a manner that would) adversely the rights thereunder or under the Organizational Documents of the Surviving Corporation or any of its Subsidiaries of any Indemnified Person to indemnification, exculpation and advancement except to the extent required by applicable Law. For a period of six (6) years following the Effective Time, Parent shall, and shall cause the Surviving Corporation and its Subsidiaries to, fulfill and honor any indemnification, expense advancement or exculpation agreements between the Company or any of its Subsidiaries and any of the Indemnified Persons existing immediately prior to the Effective Time. (b) Parent and the Surviving Corporation will cause to be put in place, and Parent shall fully prepay immediately prior to the Effective Time, “tail” insurance policies with a claims reporting or discovery period of at least six (6) years from the Effective Time (the “Tail Period”) 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 policies of directors’ and officers’ liability insurance for the benefit of those persons who are covered by such policies at the Effective Time (“D&O Insurance”) in an amount and scope or Parent may substitute therefor policies of at least as favorable as the Company’s existing policies same coverage with respect to matters, acts or omissions existing or matters occurring at or prior to the Effective Time), to the extent that such liability insurance can be maintained at a cost to Parent not greater than 300 percent of the annual premium (such 300 percent threshold, the “Maximum Premium”) for the current Company directors’ and officers’ liability insurance as set forth in Section 6.6 of the Disclosure Schedule; provided that in no event if such insurance cannot be so maintained or obtained at such costs, Parent shall Parent be required to spend more than 300% (the “Cap Amount”) of the last annual premium paid by the Company prior to the date hereof (the amount of such premium being set forth on Schedule 6.9(b) of the Company Disclosure Letter) per policy year of coverage under such tail policy; provided, further, that if the cost per policy year maintain or obtain as much of such insurance exceeds as can be so maintained or obtained at an annual premium amount not in excess of the Cap Amount, Parent shall purchase as much coverage per policy year as reasonably obtainable for the Cap AmountMaximum Premium. (cd) In the event that Parent, If Parent or the Surviving Corporation or any of their Subsidiaries or any of their respective successors or assignees assigns (i) consolidates shall consolidate with or merges merge into any other Person corporation or entity and shall not be the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers shall transfer all or substantially all of its properties and assets to any Personindividual, corporation or other entity, then, and in each such case, proper provisions shall be made so that the successors and assigns of Parent or the Surviving Corporation, as the case may be, Corporation shall assume all of the obligations set forth in this Section 6.9. 6.6. (e) The provisions of this Section 6.9 6.6 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 Persons. The rights Parties and their heirs and legal representatives, each of which shall be a third-party beneficiary of the Indemnified Persons under provisions of this Section 6.9 are in addition to any rights such Indemnified Persons may have under the Organizational Documents of the Company or any of its Subsidiaries, or under any applicable contracts or Law6.6.

Indemnification; Directors’ and Officers’ Insurance. (a) Without limiting In the event of any other rights that any Indemnified Person may have pursuant to any employment agreement threatened or indemnification agreement in effect on the date hereof actual claim, action, suit, proceeding or otherwise investigation, whether civil, criminal or administrative (which shall be assumed by the Surviving Corporationa “Claim”), from the Effective Time until the sixth anniversary of the Effective Time, Parent and the Surviving Corporation shall, jointly and severally, indemnify, defend and hold harmless each Person including any such Claim in which any individual who is now, or has been at any time prior to before the date of this Agreement Agreement, or who becomes prior to before the Effective Time, a director director, officer or officer of the Company or any of its Subsidiaries (the “Indemnified Persons”) against all losses, claims, damages, costs, fines, penalties, expenses (including attorneys’ and other professionals’ fees and expenses), liabilities or judgments or amounts that are paid in settlement, of or incurred in connection with any threatened or actual Proceeding to which such Indemnified Person is a party or is otherwise involved (including as a witness) based, in whole or in part, on or arising, in whole or in part, out of the fact that such Person is or was a director or officer employee of the Company or any of its Subsidiaries or who is or was serving at the request of the Company or any of its Subsidiaries as a director director, officer or officer employee of another corporation, partnership, limited liability company, joint venture, trust or other enterprise, as applicable, or by reason of anything done or not done by such Person in any such capacity, whether pertaining to any act or omission occurring or existing prior to, at or after, person (the Effective Time and whether asserted or claimed prior to, at or after the Effective Time (“Indemnified LiabilitiesParties”), including all Indemnified Liabilities is, or is threatened to be, made a party based in whole or in part on, or arising in whole or in part out of, or pertaining toto (i) the fact that he is or was a director, this Agreement officer or the Transactions, in each case to the fullest extent permitted under applicable Law. For a period employee of six (6) years following the Effective Time, Parent and the Surviving Corporation shall not amend, repeal or otherwise modify any provision in the Organizational Documents of the Surviving Corporation or its Subsidiaries in any manner that would affect (or manage the Surviving Corporation or its Subsidiaries, with the intent to or in a manner that would) adversely the rights thereunder or under the Organizational Documents of the Surviving Corporation or any of its Subsidiaries of any Indemnified Person to indemnification, exculpation and advancement except to the extent required by applicable Law. For a period of six (6) years following the Effective Time, Parent shall, and shall cause the Surviving Corporation and its Subsidiaries to, fulfill and honor any indemnification, expense advancement or exculpation agreements between the Company or any of its Subsidiaries and before the Effective Time or (ii) this Agreement or any of the Indemnified Persons existing immediately prior to transactions contemplated by this Agreement, whether asserted or arising before or after the Effective Time, the Parties shall cooperate and use their reasonable best efforts to defend against and respond thereto. All rights to indemnification, including advancement of expenses, and exculpation from liabilities for acts or omissions occurring at or before the Effective Time now existing in favor of any Indemnified Party as provided in any applicable articles of incorporation or bylaws (or comparable organizational documents), and any existing indemnification agreements set forth on Section 5.10(a) of the Company Disclosure Schedule, shall survive the Merger and shall continue in full force and effect in accordance with their terms, and shall not be amended, repealed or otherwise modified after the Effective Time in any manner that would adversely affect the rights thereunder of such individuals for acts or omissions occurring at or before the Effective Time, it being understood that nothing in this sentence shall require any amendment to the articles of incorporation or bylaws of the Surviving Corporation. (b) Parent From and the Surviving Corporation will cause to be put in place, and Parent shall fully prepay immediately prior to after the Effective Time, “tail” insurance policies the Surviving Corporation shall, to the fullest extent permitted by applicable Law, indemnify, defend and hold harmless, and provide advancement of reasonable expenses to, each Indemnified Party against all losses, claims, damages, costs, expenses, liabilities or judgments or amounts that are paid in settlement of or in connection with any Claim 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 claims reporting director, officer or discovery employee of the Company or any Subsidiary of the Company, and pertaining to any matter existing or occurring, or any acts or omissions occurring, at or before the Effective Time, whether asserted or claimed before, or at or after, the Effective Time (including matters, acts or omissions occurring in connection with the approval of this Agreement and the consummation of the transactions contemplated hereby). (c) Parent shall cause the individuals serving as officers and directors of the Company or any of its Subsidiaries immediately before the Effective Time to be covered for a period of at least six (6) years from the Effective Time (by the “Tail Period”) 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 policies maintained by the Company or its Subsidiaries (“D&O Insurance”) in an amount and scope provided, that Parent may substitute therefor policies of at least as favorable as the Company’s existing policies same coverage and amounts containing terms and conditions that are not less advantageous to such officers and directors than such policy) with respect to matters, acts or omissions existing or occurring at or prior to before the Effective TimeTime that were committed by such officers and directors in their capacity as such; provided provided, that in no event shall Parent be required to spend more than expend annually in the aggregate an amount in excess of 300% of the annual premiums currently paid by the Company or its Subsidiaries for such insurance (the “Cap Insurance Amount”), and provided, further, that if Parent or the Surviving Corporation is unable to maintain such policy (or such substitute policy) as a result of the preceding proviso, Parent and the Surviving Corporation shall obtain as much comparable insurance as is available for the Insurance Amount. At the Company’s option, the Company may purchase before the Effective Time, a six-year prepaid “tail policy” on terms and conditions providing substantially equivalent benefits as the current policies of directors’ and officers’ liability insurance maintained by the Company and its Subsidiaries with respect to matters existing or occurring at or before the Effective Time, covering without limitation the transactions contemplated hereby; provided, that the annual premium therefor would not be in excess of 300% of the last annual premium paid before the Effective Time. If such prepaid “tail policy” has been obtained by the Company prior before the Effective Time, Parent shall cause such policy to be maintained in full force and effect, for its full term, and cause all obligations thereunder to be honored by the date hereof Surviving Corporation. (d) The Surviving Corporation shall pay all expenses, including reasonable attorneys’ fees, that may be incurred by the amount persons referred to in this Section 5.10 in connection with their enforcement of such premium being set forth on Schedule 6.9(btheir rights provided in this Section 5.10. (e) Parent and Merger Sub agree that all rights to exculpation, indemnification and advancement of expenses for acts or omissions occurring at or before the Effective Time, whether asserted or claimed before, at or after the Effective Time, now existing in favor of the current or former directors, officers or employees, as the case may be, of the Company Disclosure Letter) per policy year or any of coverage its Subsidiaries as provided in their respective articles of incorporation or bylaws or other organization documents or in any agreement shall survive the Merger and shall continue in full force and effect. The provisions of this Section 5.10 are intended to be in addition to the rights otherwise available to the current officers and directors of the Company by Law, charter, statute, bylaw or agreement, and shall operate for the benefit of, and shall be enforceable by, each of the Indemnified Parties, their heirs and their Representatives. The obligations set forth in this Section 5.10 shall not be terminated, amended or otherwise modified in any manner that adversely affects any Indemnified Party, or any person who is a beneficiary under such tail policy; providedthe policies referred to in this Section 5.10 and their heirs and Representatives, further, that if without the cost per policy year prior written consent of such insurance exceeds the Cap Amount, Parent shall purchase as much coverage per policy year as reasonably obtainable for the Cap Amountaffected Indemnified Party or other person. (cf) In the event that Parent, If the Surviving Corporation or any of their Subsidiaries Parent or any of their respective successors or assignees assigns shall (i) consolidates consolidate with or merges merge into any other Person person and shall not be the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers transfer all or substantially all of its properties and assets to any Personperson, then, and in each such case, the Surviving Corporation or Parent, as the case may be, shall make or cause to be made, proper provisions shall be made so that the successors and assigns of Parent or the Surviving CorporationCorporation or Parent, as the case may be, shall assume all of the obligations of the Surviving Corporation or Parent, as the case may be set forth in this Section 6.9. 5.10. (g) Nothing in this Agreement is intended to, shall be construed to or shall release, waive or impair any rights to directors’ and officers’ insurance claims under any policy that is or has been in existence with respect to the Company or any of its Subsidiaries for any of their respective directors, officers or other employees, it being understood and agreed that the indemnification provided for in this Section 5.10 is not before or in substitution for any such claims under such policies. (h) The provisions of this Section 6.9 5.10 shall survive the Effective Time and are intended to be for the benefit of, and shall be enforceable by, each of the Indemnified Persons. The rights of the Indemnified Persons under this Section 6.9 are in addition to any rights such Indemnified Persons may have under the Organizational Documents of the Company Party and his or any of its Subsidiaries, or under any applicable contracts or Lawher heirs and Representatives.

Indemnification; Directors’ and Officers’ Insurance. (a) Without limiting In the event of any other rights that threatened or actual Action, whether civil, criminal or administrative, in which any Indemnified Person may have pursuant to any employment agreement or indemnification agreement in effect on the date hereof or otherwise (which shall be assumed by the Surviving Corporation), from the Effective Time until the sixth anniversary of the Effective Time, Parent and the Surviving Corporation shall, jointly and severally, indemnify, defend and hold harmless each Person individual who is now, or has been at any time prior to the date of this Agreement Agreement, or who becomes prior to the Effective Time, a director or officer of the Company or any of its Subsidiaries (the “Indemnified Persons”) against all losses, claims, damages, costs, fines, penalties, expenses (including attorneys’ and other professionals’ fees and expenses), liabilities or judgments or amounts that are paid in settlement, of or incurred in connection with any threatened or actual Proceeding to which such Indemnified Person is a party or is otherwise involved (including as a witness) based, in whole or in part, on or arising, in whole or in part, out of the fact that such Person is or was a director or officer of the Company or any of its Subsidiaries or who is or was serving at the request of the Company or any of its Subsidiaries as a director or officer of another corporation, partnership, limited liability company, joint venture, trust or other enterprise, as applicable, or by reason of anything done or not done by such Person in any such capacity, whether pertaining to any act or omission occurring or existing prior to, at or after, (the Effective Time and whether asserted or claimed prior to, at or after the Effective Time (“Indemnified LiabilitiesParties”), including all Indemnified Liabilities is, or is threatened to be, made a party based in whole or in part on, or arising in whole or in part out of, or pertaining toto (i) the fact that he is or was a director or officer of the Company or any of its Subsidiaries, (ii) all acts or omissions by him taken at the request of the Company or any of its Subsidiaries at any time prior to the Effective Time, or (iii) this Agreement or any of the Transactionstransactions contemplated by this Agreement, in each case whether asserted or arising before or after the Effective Time, the Parties shall cooperate and use their best efforts to defend against and respond thereto. From and after the Effective Time, Parent shall indemnify and hold harmless, as and to the fullest extent permitted under applicable Law. , the Company’s certificate of incorporation and bylaws and any agreement set forth in Section 6.7(a) of the Company Disclosure Letter, each such Indemnified Party against any losses, claims, damages, liabilities, costs, expenses (including reimbursement for reasonable fees and expenses incurred in advance of the final disposition of any such Action upon receipt of any undertaking required by applicable Law), judgments, fines and amounts paid in settlement in connection with any such threatened or actual Action. (b) Unless required by applicable law, no provision in any certificate or articles of incorporation, bylaws, or comparable organizational documents of the Company or any of its Subsidiaries providing indemnification, advancement or exculpation shall for a period of six years following the Effective Time be amended, modified or repealed in any manner that would adversely affect the rights or protections thereunder of any individuals who at the Effective Time were current or former directors, officers or employees of the Company or any of its Subsidiaries. (c) For a period of six (6) years following from the Effective Time, Parent shall maintain in effect, for the benefit of the Indemnified Parties with respect to acts or omissions occurring prior to the Effective Time that were committed by such directors and officers in their capacity as such, the existing directors’ and officers’ liability insurance policy maintained by the Company as of the date of this Agreement (provided, however, that Parent may substitute therefor policies of at least the same coverage and amounts containing terms and conditions that are not less advantageous than such policy). The Company may, in lieu of the foregoing insurance coverage, purchase, prior to the Effective Time, a six-year prepaid “tail policy” on terms and conditions (in both amount and scope) providing substantially equivalent benefits as the current policies of directors’, officers’ and employees’ liability insurance maintained by the Company with respect to acts or omissions occurring prior to the Effective Time that were committed by such directors, officers and employees in their capacity as such. Notwithstanding the foregoing, in no event shall Parent be required to, and the Surviving Corporation Company shall not amendnot, repeal or otherwise modify any provision in the Organizational Documents expend more than 250% per year of coverage of the Surviving Corporation amount currently expended by the Company per year of coverage as of the date of this Agreement (the “Maximum Amount”) to maintain or its Subsidiaries procure insurance coverage pursuant hereto. If Parent is unable to maintain or obtain the insurance called for by this Section 6.7(c), Parent shall obtain as much comparable insurance as available for the Maximum Amount. The Indemnified Parties may be required to make reasonable application and provide reasonable and customary representations and warranties to Parent’s insurance carrier for the purpose of obtaining such insurance, comparable in nature and scope to the applications, representations and warranties required of Persons who are directors and officers of Parent as of the date of this Agreement. (d) The provisions of this Section 6.7 shall survive the Effective Time and are intended to be for the benefit of, and shall be enforceable by, each Indemnified Party and his or her heirs and Representatives and are in addition to, and not in substitution for, any manner other rights to indemnification or contribution that would affect any such Person may have by contract or otherwise. (e) If Parent or manage the Surviving Corporation or its Subsidiaries, with the intent to or in a manner that would) adversely the rights thereunder or under the Organizational Documents of the Surviving Corporation or any of its Subsidiaries of any Indemnified Person to indemnification, exculpation and advancement except to the extent required by applicable Law. For a period of six (6) years following the Effective Time, Parent shall, and shall cause the Surviving Corporation and its Subsidiaries to, fulfill and honor any indemnification, expense advancement or exculpation agreements between the Company or any of its Subsidiaries and any of the Indemnified Persons existing immediately prior to the Effective Time. (b) Parent and the Surviving Corporation will cause to be put in place, and Parent shall fully prepay immediately prior to the Effective Time, “tail” insurance policies with a claims reporting or discovery period of at least six (6) years from the Effective Time (the “Tail Period”) 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 (“D&O Insurance”) in an amount and scope at least as favorable as the Company’s existing policies with respect to matters, acts or omissions existing or occurring at or prior to the Effective Time; provided that in no event shall Parent be required to spend more than 300% (the “Cap Amount”) of the last annual premium paid by the Company prior to the date hereof (the amount of such premium being set forth on Schedule 6.9(b) of the Company Disclosure Letter) per policy year of coverage under such tail policy; provided, further, that if the cost per policy year of such insurance exceeds the Cap Amount, Parent shall purchase as much coverage per policy year as reasonably obtainable for the Cap Amount. (c) In the event that Parent, the Surviving Corporation or any of their Subsidiaries or any of their respective successors or assignees assigns shall (i) consolidates consolidate with or merges merge into any other Person and shall not be the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers transfer all or substantially all of its properties and assets to any Person, then, and in each such case, proper provisions shall be made so that the successors and assigns of Parent or the Surviving CorporationCorporation (or acquiror of such assets), as the case may be, shall assume all of the obligations of Parent or the Surviving Corporation set forth in this Section 6.9. The provisions of this Section 6.9 are intended to be for the benefit of, and shall be enforceable by, each of the Indemnified Persons. The rights of the Indemnified Persons under this Section 6.9 are in addition to any rights such Indemnified Persons may have under the Organizational Documents of the Company or any of its Subsidiaries, or under any applicable contracts or Law6.7.

Indemnification; Directors’ and Officers’ Insurance. (a) Without limiting In the event of any other rights that threatened or actual Action, whether civil, criminal or administrative, in which any Indemnified Person may have pursuant to any employment agreement or indemnification agreement in effect on the date hereof or otherwise (which shall be assumed by the Surviving Corporation), from the Effective Time until the sixth anniversary of the Effective Time, Parent and the Surviving Corporation shall, jointly and severally, indemnify, defend and hold harmless each Person individual who is now, or has been at any time prior to the date of this Agreement Agreement, or who becomes prior to the Effective Time, a director or officer of the Company or any of its Subsidiaries (the “Indemnified Persons”) against all lossesCompany, claims, damages, costs, fines, penalties, expenses (including attorneys’ and other professionals’ fees and expenses), liabilities or judgments or amounts that are paid in settlement, of or incurred in connection with any threatened or actual Proceeding to which such Indemnified Person is a party or is otherwise involved (including as a witness) based, in whole or in part, on or arising, in whole or in part, out of the fact that such Person is or was a director or officer of the Company Parent or any of its Subsidiaries or who is or was serving at the request of the Company or any of its Subsidiaries as a director or officer of another corporation, partnership, limited liability company, joint venture, trust or other enterprise, as applicable, or by reason of anything done or not done by such Person in any such capacity, whether pertaining to any act or omission occurring or existing prior to, at or after, (the Effective Time and whether asserted or claimed prior to, at or after the Effective Time (“Indemnified LiabilitiesParties”), including all Indemnified Liabilities is, or is threatened to be, made a party based in whole or in part on, or arising in whole or in part out of, or pertaining toto (i) the fact that he is or was a director or officer of the Company or any of its Subsidiaries, (ii) all acts or omissions by him taken at the request of the Company or any of its Subsidiaries at any time prior to the Effective Time, or (iii) this Agreement or any of the Transactionstransactions contemplated by this Agreement, in each case whether asserted or arising before or after the Effective Time, the Parties shall cooperate and use their best efforts to defend against and respond thereto. From and after the Effective Time, Parent and the Surviving Corporation shall indemnify and hold harmless, as and to the fullest extent permitted under applicable Law and the Company’s and Parent’s Organizational Documents, each such Indemnified Party against any losses, claims, damages, liabilities, costs, expenses (including reimbursement for reasonable fees and expenses incurred in advance of the final disposition of any such Action upon receipt of any undertaking required by applicable Law. For ), judgments, fines and amounts paid in settlement in connection with any such threatened or actual Action. (b) Unless required by applicable law, no provision in any Organizational Documents of the Company, Parent or any of its Subsidiaries providing indemnification, advancement or exculpation shall for a period of six (6) years following the Effective TimeTime be amended, Parent and the Surviving Corporation shall not amend, repeal modified or otherwise modify any provision in the Organizational Documents of the Surviving Corporation or its Subsidiaries repealed in any manner that would adversely affect (the rights or manage protections thereunder of any individuals who at the Surviving Corporation Effective Time were current or former directors, officers or employees of the Company, Parent or any of its Subsidiaries. (c) The Company may elect to purchase, prior to the Effective Time (and Parent shall cause to be maintained in effect throughout its term), a six (6) year prepaid “tail policy” from a broker specifically designated by Parent, on terms and conditions (in both amount and scope) providing substantially equivalent benefits as the current policies of directors’, officers’ and employees’ liability insurance maintained by the Company and Parent with respect to acts or omissions occurring prior to the intent Effective Time that were committed by such directors, officers and employees in their capacity as such. (d) The provisions of this Section 6.7 shall survive the Effective Time and are intended to be for the benefit of, and shall be enforceable by, each Indemnified Party and his or her heirs and Representatives and are in a manner addition to, and not in substitution for, any other rights to indemnification or contribution that wouldany such Person may have by contract or otherwise. (e) adversely the rights thereunder If Parent or under the Organizational Documents of the Surviving Corporation or any of its Subsidiaries of any Indemnified Person to indemnification, exculpation and advancement except to the extent required by applicable Law. For a period of six (6) years following the Effective Time, Parent shall, and shall cause the Surviving Corporation and its Subsidiaries to, fulfill and honor any indemnification, expense advancement or exculpation agreements between the Company or any of its Subsidiaries and any of the Indemnified Persons existing immediately prior to the Effective Time. (b) Parent and the Surviving Corporation will cause to be put in place, and Parent shall fully prepay immediately prior to the Effective Time, “tail” insurance policies with a claims reporting or discovery period of at least six (6) years from the Effective Time (the “Tail Period”) 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 (“D&O Insurance”) in an amount and scope at least as favorable as the Company’s existing policies with respect to matters, acts or omissions existing or occurring at or prior to the Effective Time; provided that in no event shall Parent be required to spend more than 300% (the “Cap Amount”) of the last annual premium paid by the Company prior to the date hereof (the amount of such premium being set forth on Schedule 6.9(b) of the Company Disclosure Letter) per policy year of coverage under such tail policy; provided, further, that if the cost per policy year of such insurance exceeds the Cap Amount, Parent shall purchase as much coverage per policy year as reasonably obtainable for the Cap Amount. (c) In the event that Parent, the Surviving Corporation or any of their Subsidiaries or any of their respective successors or assignees assigns shall (i) consolidates consolidate with or merges merge into any other Person and shall not be the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers transfer all or substantially all of its properties and assets to any Person, then, and in each such case, proper provisions shall be made so that the successors and assigns of Parent or the Surviving CorporationCorporation (or acquiror of such assets), as the case may be, shall assume all of the obligations of Parent or the Surviving Corporation set forth in this Section 6.9. The provisions of this Section 6.9 are intended to be for the benefit of, and shall be enforceable by, each of the Indemnified Persons. The rights of the Indemnified Persons under this Section 6.9 are in addition to any rights such Indemnified Persons may have under the Organizational Documents of the Company or any of its Subsidiaries, or under any applicable contracts or Law6.7.

Indemnification; Directors’ and Officers’ Insurance. (a) Without limiting In the event of any other rights that threatened or actual claim, action, suit, proceeding or investigation, whether civil, criminal or administrative, including any Indemnified Person may have pursuant to such claim, action, suit, proceeding or investigation in which any employment agreement or indemnification agreement in effect on the date hereof or otherwise (which shall be assumed by the Surviving Corporation), from the Effective Time until the sixth anniversary of the Effective Time, Parent and the Surviving Corporation shall, jointly and severally, indemnify, defend and hold harmless each Person individual who is now, or has been at any time prior to the date of this Agreement Agreement, or who becomes prior to the Effective Time, a director or officer of the Company or any of its Subsidiaries (the “Indemnified Persons”) against all losses, claims, damages, costs, fines, penalties, expenses (including attorneys’ and other professionals’ fees and expenses), liabilities or judgments or amounts that are paid in settlement, of or incurred in connection with any threatened or actual Proceeding to which such Indemnified Person is a party or is otherwise involved (including as a witness) based, in whole or in part, on or arising, in whole or in part, out of the fact that such Person is or was a director or officer of the Company Sky or any of its Subsidiaries or who is or was serving at the request of the Company Sky or any of its Subsidiaries as a director or officer of another corporation, partnership, limited liability company, joint venture, trust or other enterprise, as applicable, or by reason of anything done or not done by such Person in any such capacity, whether pertaining to any act or omission occurring or existing prior to, at or after, person (the Effective Time and whether asserted or claimed prior to, at or after the Effective Time (“Indemnified LiabilitiesParties”), including all Indemnified Liabilities is, or is threatened to be, made a party based in whole or in part on, or arising in whole or in part out of, or pertaining to, this Agreement to (i) the fact that he is or the Transactions, in each case to the fullest extent permitted under applicable Law. For was a period director or officer of six (6) years following the Effective Time, Parent and the Surviving Corporation shall not amend, repeal or otherwise modify any provision in the Organizational Documents of the Surviving Corporation or its Subsidiaries in any manner that would affect (or manage the Surviving Corporation or its Subsidiaries, with the intent to or in a manner that would) adversely the rights thereunder or under the Organizational Documents of the Surviving Corporation Sky or any of its Subsidiaries or (ii) this Agreement or any of any Indemnified Person to indemnificationthe transactions contemplated by this Agreement, exculpation and advancement except to the extent required by applicable Law. For a period of six (6) years following whether asserted or arising before or after the Effective Time, Parent shallthe parties shall cooperate and use their best efforts to defend against and respond thereto. From and after the Effective Time, Huntington shall indemnify and hold harmless, as and to the fullest extent currently provided under applicable law, the Sky Articles, the Sky Regulations and any agreement set forth in Section 6.8 of the Sky Disclosure Schedule, each such Indemnified Party against any losses, claims, damages, liabilities, costs, expenses (including reimbursement for reasonable fees and expenses incurred in advance of the final disposition of any claim, suit, proceeding or investigation upon receipt of any undertaking required by applicable law), judgments, fines and amounts paid in settlement in connection with any such threatened or actual claim, action, suit, proceeding or investigation. (b) Huntington shall cause the Surviving Corporation individuals serving as officers and its Subsidiaries to, fulfill and honor any indemnification, expense advancement or exculpation agreements between the Company directors of Sky or any of its Subsidiaries and any of the Indemnified Persons existing immediately prior to the Effective Time. (b) Parent and the Surviving Corporation will cause Time to be put in place, and Parent shall fully prepay immediately prior to the Effective Time, “tail” insurance policies with covered for a claims reporting or discovery period of at least six (6) years from the Effective Time (by the “Tail Period”) 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 maintained by Sky (“D&O Insurance”) in an amount and scope provided that Huntington may substitute therefor policies of at least as favorable as the Company’s existing policies same coverage and amounts containing terms and conditions that are not less advantageous than such policy) with respect to matters, acts or omissions existing or occurring at or prior to the Effective TimeTime that were committed by such officers and directors in their capacity as such; provided that in no event shall Parent Huntington be required to spend expend more than 300250% per year of coverage of the amount currently expended by Sky per year of coverage as of the date of this Agreement (the “Cap Maximum Amount”) to maintain or procure insurance coverage pursuant hereto, and (iii) if Huntington is unable to maintain or obtain the insurance called for by this Section 6.8, Huntington shall obtain as much comparable insurance as available for the Maximum Amount, and (iv) such Indemnified Parties may be required to make reasonable application and provide reasonable and customary representations and warranties to Huntington’s insurance carrier for the purpose of obtaining such insurance, comparable in nature and scope to the applications, representations and warranties required of persons who are officers and directors of Huntington as of the last annual premium paid by the Company prior to the date hereof (the amount of such premium being set forth on Schedule 6.9(b) of the Company Disclosure Letter) per policy year of coverage under such tail policy; provided, further, that if the cost per policy year of such insurance exceeds the Cap Amount, Parent shall purchase as much coverage per policy year as reasonably obtainable for the Cap Amounthereof. (c) In the event that Parent, the Surviving Corporation or any of their Subsidiaries or any of their respective successors or assignees (i) consolidates with or merges into any other Person and shall not be the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers all or substantially all of its properties and assets to any Person, then, in each such 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 the obligations set forth in this Section 6.9. The provisions of this Section 6.9 6.8 shall survive the Effective Time and are intended to be for the benefit of, and shall be enforceable by, each of the Indemnified Persons. The rights of the Indemnified Persons under this Section 6.9 are in addition to any rights such Indemnified Persons may have under the Organizational Documents of the Company Party and his or any of its Subsidiaries, or under any applicable contracts or Lawher heirs and representatives.

Indemnification; Directors’ and Officers’ Insurance. (a) Without limiting any other rights that any Indemnified Person may have pursuant to any employment agreement or indemnification agreement in effect on the date hereof or otherwise (which shall be assumed by the Surviving Corporation), from the Effective Time until the sixth anniversary of From and after the Effective Time, each of Parent and the Surviving Corporation shall, jointly and severally, indemnify, defend agrees that it will indemnify and hold harmless each Person who is nowharmless, or has been at any time prior to the date of this Agreement fullest extent permitted under applicable Laws, each present and former director, officer or who becomes prior to the Effective Time, a director or officer employee of the Company or any of and its Subsidiaries (collectively, the “Indemnified PersonsParties,” and individually, an “Indemnified Party”) against all any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages, costs, fines, penalties, expenses (including attorneys’ and other professionals’ fees and expenses), damages or liabilities or judgments or amounts that are paid in settlement, of or incurred in connection with any threatened claim, action, suit, proceeding or actual Proceeding investigation, whether civil, criminal, administrative or investigative, arising out of or related to which such Indemnified Person is a party or is otherwise involved (including Parties’ service as a witness) baseddirector, in whole officer, employee or in part, on or arising, in whole or in part, out of the fact that such Person is or was a director or officer agent of the Company or any of its Subsidiaries or is or was serving services performed by such Indemnified Parties at the request of the Company or any of its Subsidiaries as a director or officer of another corporation, partnership, limited liability company, joint venture, trust or other enterprise, as applicable, or by reason of anything done or not done by such Person in any such capacity, whether pertaining to any act or omission occurring or existing prior to, at or after, prior to the Effective Time and Time, whether asserted or claimed prior to, at or after the Effective Time (“Indemnified Liabilities”)Time, including all Indemnified Liabilities based in whole or in part on, or arising in whole or in part out of, or pertaining to, this Agreement or the Transactions. Each of Parent and the Surviving Corporation shall also pay expenses (including attorney’s fees) incurred by an Indemnified Party in advance of the final disposition of any such claim, in each case action, suit, proceeding or investigation to the fullest extent permitted under applicable Law. For a period of six (6) years following Laws, provided that the Effective Time, Parent and the Surviving Corporation shall not amend, repeal or otherwise modify any provision in the Organizational Documents of the Surviving Corporation or its Subsidiaries in any manner that would affect (or manage the Surviving Corporation or its Subsidiaries, with the intent to or in a manner that would) adversely the rights thereunder or under the Organizational Documents of the Surviving Corporation or any of its Subsidiaries of any Indemnified Person to indemnificationwhom expenses are advanced provides, exculpation and advancement except to the extent required by applicable Law. For a period of six Laws, an undertaking to repay such advances if it is ultimately determined that such Person is not entitled to indemnification. (6b) years following Prior to the Effective Time, Parent the Company shall, and if the Company fails to do so, Parent shall cause the Surviving Corporation and its Subsidiaries as of the Effective Time to, fulfill obtain and honor any indemnification, expense advancement or exculpation agreements between fully pay the Company or any premium for the extension of its Subsidiaries (i) the Side A and any Side B coverage parts (directors’ and officers’ liability) of the Indemnified Persons Company’s existing immediately prior to the Effective Time. (b) Parent directors’ and the Surviving Corporation will cause to be put in place, and Parent shall fully prepay immediately prior to the Effective Time, “tail” officers’ insurance policies with 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 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”) in an amount with terms, conditions, retentions and scope limits of liability that are at least as favorable as the Company’s existing policies with respect to mattersany actual or alleged error, acts misstatement, misleading statement, act, omission, neglect, breach of duty or omissions existing any matter claimed against a director or occurring officer of the Company or any of its Subsidiaries by reason of his or her serving in such capacity that existed or occurred at or prior to the Effective Time (including in connection with this Agreement or the transactions or actions contemplated hereby). If the Company and the Surviving Corporation for any reason fail to obtain such “tail” insurance policies as of the Effective Time, the Surviving Corporation shall, and Parent shall cause the Surviving Corporation to, continue to maintain in effect for a period of at least six (6) years from and after the Effective Time the D&O Insurance in place as of the date hereof with terms, conditions, retentions and limits of liability that are at least as favorable as provided in the Company’s existing policies as of the date hereof, or the Surviving Corporation shall, and Parent shall cause the Surviving Corporation to, use reasonable best efforts to purchase comparable D&O Insurance for such six (6)-year period with terms, conditions, retentions and limits of liability that are at least as favorable as provided in the Company’s existing policies as of the date hereof; provided provided, however, that in no event shall Parent or the Surviving Corporation be required to spend more than expend for such policies an annual premium amount in excess of 300% (the “Cap Amount”) of the last annual premium premiums currently paid by the Company prior to the date hereof (the amount of for such premium being set forth on Schedule 6.9(b) of the Company Disclosure Letter) per policy year of coverage under such tail policyinsurance; and provided, further, that if the cost per policy year annual premiums of such insurance exceeds coverage exceed such amount, the Cap Amount, Parent Surviving Corporation shall purchase as much obtain a policy with the greatest coverage per policy year as reasonably obtainable available for the Cap Amounta cost not exceeding such amount. (c) In the event that Parent, If Parent or the Surviving Corporation or any of their Subsidiaries or any of their respective successors or assignees assigns (i) consolidates shall consolidate with or merges merge into any other Person corporation or entity and shall not be the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers shall transfer all or substantially all of its properties and assets to any Personindividual, corporation or other entity, then, and in each such case, proper provisions shall be made so that the successors and assigns of Parent or the Surviving Corporation, as the case may be, Corporation shall assume all of the obligations of Parent and the Surviving Corporation set forth in this Section 6.9. 4.10. (d) The provisions of this Section 6.9 4.10 are intended to be for the benefit of, and shall be enforceable by, each of the Indemnified PersonsParties. Parent shall pay all reasonable expenses, including reasonable attorneys’ fees, that may be incurred by any Indemnified Party in enforcing the indemnity and other obligations under this Section 4.10. The obligations under this Section 4.10 shall not be terminated or modified without the consent of such affected Indemnified Parties. (e) The rights of the Indemnified Persons Parties under this Section 6.9 are 4.10 shall be in addition to any rights such Indemnified Persons Parties may have under the Organizational Documents Charter or Bylaws of the Company or any of its Subsidiaries, or under any applicable contracts Contracts or LawLaws. Parent, Merger Sub and the Surviving Corporation hereby agree that all provisions relating to exculpation, advancement of expenses and indemnification for acts or omissions occurring prior to the Effective Time now existing in favor of an Indemnified Party as provided in the Charter or Bylaws of the Company or of any of its Subsidiaries, in each case as of the date hereof, shall remain in full force and effect for a six (6)-year period beginning at the Effective Time.

Indemnification; Directors’ and Officers’ Insurance. (a) Without limiting any other rights that any Indemnified Person may have pursuant to any employment agreement or indemnification agreement in effect on the date hereof or otherwise (which shall be assumed by the Surviving Corporation), from the Effective Time until the sixth anniversary of From and after the Effective Time, Parent and shall, or shall cause the Surviving Corporation shallto, jointly and severallyto the fullest extent permitted by Applicable Laws, indemnify, defend and hold harmless harmless, and provide advancement of expenses to, each Person person who is now, or has been at any time prior to the date of this Agreement hereof or who becomes prior to the Effective Time, a an officer or director or officer of the Company or any of its Subsidiaries, in their capacity as such and not as stockholders or option holders of the Company or its Subsidiaries (the “"Indemnified Persons”Parties") against all losses, claims, damages, costs, fines, penalties, expenses (including attorneys’ and other professionals’ fees and expenses), liabilities or judgments or amounts that are paid in settlement, settlement of or incurred in connection with any threatened claim, action, suit, proceeding or actual Proceeding to which such Indemnified Person is a party or is otherwise involved (including as a witness) based, in whole or in part, on or arising, in whole or in part, out of the fact that such Person is or was a director or officer of the Company or any of its Subsidiaries or is or was serving at the request of the Company or any of its Subsidiaries as a director or officer of another corporation, partnership, limited liability company, joint venture, trust or other enterprise, as applicable, or by reason of anything done or not done by such Person in any such capacity, whether pertaining to any act or omission occurring or existing prior to, at or after, the Effective Time and whether asserted or claimed prior to, at or after the Effective Time (“Indemnified Liabilities”), including all Indemnified Liabilities investigation based in whole or in part on, or arising in whole or in part out of, the fact that such person is or pertaining to, this Agreement was a director or the Transactions, in each case to the fullest extent permitted under applicable Law. For a period officer of six (6) years following the Effective Time, Parent and the Surviving Corporation shall not amend, repeal or otherwise modify any provision in the Organizational Documents of the Surviving Corporation or its Subsidiaries in any manner that would affect (or manage the Surviving Corporation or its Subsidiaries, with the intent to or in a manner that would) adversely the rights thereunder or under the Organizational Documents of the Surviving Corporation or any of its Subsidiaries of any Indemnified Person to indemnification, exculpation and advancement except to the extent required by applicable Law. For a period of six (6) years following the Effective Time, Parent shall, and shall cause the Surviving Corporation and its Subsidiaries to, fulfill and honor any indemnification, expense advancement or exculpation agreements between the Company or any of its Subsidiaries and any Subsidiary of the Indemnified Persons existing immediately prior to the Effective Time. (b) Parent and the Surviving Corporation will cause to be put in placeCompany, and Parent shall fully prepay immediately prior pertaining to the Effective Timeany matter existing or occurring, “tail” insurance policies with a claims reporting or discovery period of at least six (6) years from the Effective Time (the “Tail Period”) 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 (“D&O Insurance”) in an amount and scope at least as favorable as the Company’s existing policies with respect to matters, any acts or omissions existing or occurring occurring, at or prior to the Effective Time; , whether asserted or claimed prior to, or at or after, the Effective Time (including matters, acts or omissions occurring in connection with the approval of this Agreement and the consummation of the transactions contemplated hereby) ("Indemnified Liabilities") to the same extent such persons are indemnified or have the right to advancement of expenses as of the date of this Agreement by the Company pursuant to the Company's Articles of Incorporation and Bylaws, as in effect on the date hereof. (b) For a period of six years after the Effective Time, Parent shall cause to be maintained in effect the current policies of directors' and officers' liability insurance maintained by the Company (provided that Parent may substitute therefor policies with a substantially comparable insurer of at least the same coverage and amounts containing terms and conditions which are no less advantageous to the insured) with respect to claims arising from facts or events which occurred at or before the Effective Time; provided, however, that prior to the Closing Date the Company will arrange for the provision of, and as of the Closing Date the Company will have in no event shall Parent be required to spend more than 300% effect, and will have prepaid any annual premiums applicable to, policies of directors' and officers' liability insurance in effect for a period of six years following the Closing Date (the “Cap Amount”"Tail Period") with aggregate coverage limits no less than $50,000,000 and at a total cost at or below $4,000,000 and which are otherwise substantially similar to, or better, in the coverages and exclusions from coverages and the terms and conditions provided for or contained in the directors' and officers' policies currently maintained by the Company (the "Tail Coverage"). The Company may not act as its own insurer for the Tail Coverage. Parent shall, within one day of notice of the last annual premium purchase of the Tail Coverage by the Company, or upon the purchase of substantially comparable, or better, directors' and officers' liability insurance coverage that will go into effect prior to the Effective Time that provides a commitment by the insurer to continue such coverage through the Tail Period (the "Amplified Coverage"), reimburse the Company for up to $1,000,000 of the amount paid by the Company prior for the Tail Coverage or the Amplified Coverage (but not both). The parties acknowledge that such reimbursement shall be non-refundable to Parent, except that the date hereof (Company shall promptly return to Parent 100% of any amount in which Parent reimbursed the amount of such premium being set forth on Schedule 6.9(b) Company for its purchase of the Tail Coverage or the Amplified Coverage if (i) the Company Disclosure Lettershall terminate this Agreement pursuant to Section 8.1(b), Section 8.1(c), Section 8.1(e) per policy year of coverage under such tail policy; provided, further, that if the cost per policy year of such insurance exceeds the Cap Amount, or Section 8.1(g) or (ii) Parent shall purchase as much coverage per policy year as reasonably obtainable for the Cap Amountterminate this agreement pursuant to Section 8.1(b), Section 8.1(c), Section 8.1(d), Section 8.1(f), Section 8.1(g) or Section 8.1(h). (c) In the event that Parent, the Surviving Corporation or any of their Subsidiaries or any of their respective successors or assignees (i) consolidates with or merges into any other Person and shall not be the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers all or substantially all of its properties and assets to any Person, then, in each such 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 the obligations set forth in this Section 6.9. The provisions of this Section 6.9 6.7 are intended to be for the benefit of, and shall be enforceable by, each of the Indemnified Persons. The rights of the Indemnified Persons under this Section 6.9 Party, his or her heirs and representatives and are in addition to, and not in substitution for, any other rights to indemnification or contribution that any rights such Indemnified Persons person may have under the Organizational Documents of the Company by contract or any of its Subsidiaries, or under any applicable contracts or Lawotherwise.

Indemnification; Directors’ and Officers’ Insurance. (a) Without limiting any other rights that any Indemnified Person may have pursuant to any employment agreement or indemnification agreement in effect on the date hereof or otherwise (which shall be assumed by Each of Company Y and the Surviving Corporation)Corporation agrees that, from the Effective Time until the sixth anniversary of and after the Effective Time, Parent and the Surviving Corporation shall, jointly and severally, indemnify, defend it will indemnify and hold harmless each Person individual who is nowat the Effective Time is, or has been at any time prior to the date Effective Time was, a director or officer of this Agreement Company T or who becomes its Subsidiaries (the "Indemnified Parties") against any costs or expenses (including reasonable attorneys' fees), judgments, fines, losses, claims, damages or liabilities incurred in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of or related to such Indemnified Parties' service as a director or 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, a director or officer of the Company or any of its Subsidiaries (the “Indemnified Persons”) against all losses, claims, damages, costs, fines, penalties, expenses (including attorneys’ and other professionals’ fees and expenses), liabilities or judgments or amounts that are paid in settlement, of or incurred in connection with any threatened or actual Proceeding to which such Indemnified Person is a party or is otherwise involved (including as a witness) based, in whole or in part, on or arising, in whole or in part, out of the fact that such Person is or was a director or officer of the Company or any of its Subsidiaries or is or was serving at the request of the Company or any of its Subsidiaries as a director or officer of another corporation, partnership, limited liability company, joint venture, trust or other enterprise, as applicable, or by reason of anything done or not done by such Person in any such capacity, whether pertaining to any act or omission occurring or existing prior to, at or after, the Effective Time and whether asserted or claimed prior to, at or after the Effective Time Time, including, for the avoidance of doubt, in connection with (“Indemnified Liabilities”), including all Indemnified Liabilities based in whole or in part on, or arising in whole or in part out of, or pertaining to, i) the transactions contemplated by this Agreement and (ii) actions to enforce this provision or the Transactions, in each case any other indemnification or advancement right of any Indemnified Party; provided that such indemnification shall be subject to the fullest extent permitted any limitation imposed from time to time under applicable Law. For 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 directors, officers or employees of Company T as those contained in the memorandum and articles of association of Company 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 (6) years following from the Effective Time, Parent and the Surviving Corporation shall not amend, repeal or otherwise modify any provision in the Organizational Documents of the Surviving Corporation or its Subsidiaries Time in any manner that would adversely affect (or manage the Surviving Corporation or its Subsidiaries, with the intent to or in a manner that would) adversely the rights thereunder or under the Organizational Documents of the Surviving Corporation or any of its Subsidiaries of any Indemnified Person to indemnification, exculpation and advancement except to the extent required by applicable Law. For a period of six (6) years following the Effective Time, Parent shall, and shall cause the Surviving Corporation and its Subsidiaries to, fulfill and honor any indemnification, expense advancement or exculpation agreements between the Company or any of its Subsidiaries and any of the Indemnified Persons existing immediately prior to the Effective Time. (b) Parent and the Surviving Corporation will cause to be put in placeParties, and Parent shall fully prepay immediately prior to the Effective Time, “tail” insurance policies with a claims reporting or discovery period of at least six (6) years from the Effective Time (the “Tail Period”) 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 (“D&O Insurance”) in an amount and scope at least as favorable as the Company’s existing policies with respect to matters, acts or omissions existing or occurring at or prior to the Effective Time; provided that in no event shall Parent be unless such modification is required to spend more than 300% (the “Cap Amount”) of the last annual premium paid by the Company prior to the date hereof (the amount of such premium being set forth on Schedule 6.9(b) of the Company Disclosure Letter) per policy year of coverage under such tail policy; provided, further, that if the cost per policy year of such insurance exceeds the Cap Amount, Parent shall purchase as much coverage per policy year as reasonably obtainable for the Cap Amount. (c) In the event that Parent, the Surviving Corporation or any of their Subsidiaries or any of their respective successors or assignees (i) consolidates with or merges into any other Person and shall not be the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers all or substantially all of its properties and assets to any Person, then, in each such 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 the obligations set forth in this Section 6.9. The provisions of this Section 6.9 are intended to be for the benefit of, and shall be enforceable by, each of the Indemnified Persons. The rights of the Indemnified Persons under this Section 6.9 are in addition to any rights such Indemnified Persons may have under the Organizational Documents of the Company or any of its Subsidiaries, or under any applicable contracts or Law.

Indemnification; Directors’ and Officers’ Insurance. (a) Without limiting any other rights that any Indemnified Person may have pursuant The provisions with respect to any employment agreement or indemnification agreement set forth in the certificate of incorporation and bylaws of Merger Sub as in effect on the date hereof of this Agreement (true, correct and complete copies of which have been provided to Company) shall be substantially identical to the corresponding indemnification provisions, if any, contained in the certificate of incorporation and by-laws of Company and, for a period of six years after the Effective Time, shall not be amended, repealed or otherwise (which shall be assumed by modified in any manner that would adversely affect the Surviving Corporation), from rights thereunder of individuals who at any time prior to the Effective Time until were directors or officers of Company in respect of actions or omissions occurring at or prior to the sixth anniversary of Effective Time (including without limitation the transactions contemplated by this Agreement), unless such modification is required by law. (b) From and after the Effective Time, Parent and shall, or shall cause the Surviving Corporation shall, jointly and severallyto, indemnify, defend and hold harmless each Person person who is now, or has been at any time prior to the date of this Agreement hereof or who becomes prior to the Effective Time, a an officer or director or officer of the Company or any of its Subsidiaries (the “"Indemnified Persons”Parties") against all losses, claims, damages, costs, fines, penalties, expenses (including reasonable attorneys’ and other professionals’ ' fees and expenses), liabilities or judgments or amounts that are paid in settlement, settlement with the approval of or the indemnifying party (which approval shall not be unreasonably withheld) incurred in connection with any threatened or actual Proceeding to which such Indemnified Person is a party action, suit or is otherwise involved (including as a witness) based, proceeding based in whole or in part, part on or arising, arising in whole or in part, part out of the fact that such Person person is or was a director or officer of the Company or any of its Subsidiaries or is or was serving at the request of the Company or any of its Subsidiaries as a director or officer of another corporation, partnership, limited liability company, joint venture, trust or other enterprise, as applicable, or by reason of anything done or not done by such Person in any such capacity, whether pertaining to any act or omission occurring or existing prior to, at or after, the Effective Time and whether asserted or claimed prior to, at or after the Effective Time (“"Indemnified Liabilities”"), including all Indemnified Liabilities based in whole or in part on, or arising in whole or in part out of, or pertaining to, this Agreement or the Transactionstransactions contemplated hereby, in each case case, to the fullest full extent that a corporation is permitted under the DGCL to indemnify its own directors or officers, as the case may be (and shall pay expenses in advance of the final disposition of any such action, suit or proceeding to each Indemnified Party to the full extent permitted by the DGCL, upon receipt of an undertaking by or on behalf of such Indemnified Party to repay such amount if it shall ultimately be determined that such person is not entitled to be so indemnified). In the event any such claim, action, suit, proceeding or investigation is brought against any Indemnified Party, the indemnifying party shall have a right to assume and direct all aspects of the defense thereof, including settlement, and the Indemnified Party shall cooperate in the vigorous defense of any such matter. The Indemnified Party shall have a right to participate in (but not control) the defense of any such matter with its own counsel and at its own expense. The indemnifying party shall not settle any such matter unless (i) the Indemnified Party gives prior written consent, which shall not be unreasonably withheld, or (ii) the terms of the settlement provide that the Indemnified Party shall have no responsibility for the discharge of any settlement amount and impose no other obligations or duties on the Indemnified Party and the settlement provides the Indemnified Parties with a full release and discharges all rights against the Indemnified Party with respect to such matter. In no event shall the indemnifying party be liable for any settlement effected without its prior written consent. Any Indemnified Party wishing to claim indemnification under this Section 6.8(b), upon learning of any such claim, action, suit, proceeding or investigation, shall notify Parent and the Surviving Corporation (but the failure so to notify shall not relieve the indemnifying party from any liability which it may have under this Section 6.8(b) except to the extent such failure prejudices such indemnifying party), and shall deliver to Parent and the Surviving Corporation the undertaking contemplated by Section 145(e) of the DGCL. The Indemnified Parties as a group will be represented by a single law firm with respect to each such matter unless there is, under applicable Lawstandards of professional conduct (as determined in good faith by counsel to the Indemnified Parties), a conflict on any significant issue between the positions of any two or more Indemnified Parties. The rights to indemnification under this Section 6.8(b) shall continue in full force and effect for a period of four years from the Effective Time; provided, however, that all rights to indemnification in respect of any Indemnified Liabilities asserted or made within such period shall continue until the disposition of such Indemnified Liabilities. (c) For a period commencing at the Effective Time and expiring on the sixth anniversary of six (6) years following the Effective Time, Parent shall cause to be maintained in effect policies of directors' and officers' liability insurance, for the Surviving Corporation shall not amend, repeal or otherwise modify any provision in the Organizational Documents benefit of the Surviving Corporation or its Subsidiaries in any manner that would affect (or manage the Surviving Corporation or its Subsidiaries, with the intent to or in a manner that would) adversely the rights thereunder or under the Organizational Documents of the Surviving Corporation or any of its Subsidiaries of any Indemnified Person to indemnification, exculpation those persons who are covered by Company's directors' and advancement except to the extent required by applicable Law. For a period of six (6) years following officers' liability insurance policies at the Effective Time, Parent shall, and shall cause the Surviving Corporation and its Subsidiaries to, fulfill and honor any indemnification, expense advancement or exculpation agreements between the Company or any of its Subsidiaries and any of the Indemnified Persons existing immediately providing coverage with respect to matters occurring prior to the Effective TimeTime that is at least equal to the coverage provided under Company's current directors' and officers' liability insurance policies, to the extent that such liability insurance can be maintained at an annual cost to Parent not greater than $350,000; provided that if such insurance cannot be so maintained at such cost, Parent shall maintain as much of such insurance as can be so maintained at a cost equal to $350,000. (bd) Parent and the Surviving Corporation will cause to be put in place, and Parent shall fully prepay immediately prior to the Effective Time, “tail” insurance policies with a claims reporting or discovery period of at least six (6) years from the Effective Time (the “Tail Period”) 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 (“D&O Insurance”) in an amount and scope at least as favorable as the Company’s existing policies with respect to matters, acts or omissions existing or occurring at or prior to the Effective Time; provided that in no event shall Parent be required to spend more than 300% (the “Cap Amount”) of the last annual premium paid by the Company prior to the date hereof (the amount of such premium being set forth on Schedule 6.9(b) of the Company Disclosure Letter) per policy year of coverage under such tail policy; provided, further, that if the cost per policy year of such insurance exceeds the Cap Amount, Parent shall purchase as much coverage per policy year as reasonably obtainable for the Cap Amount. (c) In the event that Parent, the Surviving Corporation or any of their Subsidiaries or any of their respective successors or assignees (i) consolidates with or merges into any other Person and shall not be the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers all or substantially all of its properties and assets to any Person, then, in each such 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 the obligations set forth in this Section 6.9. The provisions of this Section 6.9 6.8 (i) are intended to be for the benefit of, and shall will be enforceable by, each of the Indemnified Persons. The rights of the Indemnified Persons under this Section 6.9 Party, his or her heirs and his or her representatives and (ii) are in addition (without duplication) to any other rights to indemnification or contribution that any such Indemnified Persons person may have under the Organizational Documents of the Company by contract or any of its Subsidiaries, or under any applicable contracts or Lawotherwise.

Indemnification; Directors’ and Officers’ Insurance. (a) Without limiting any other rights that any Indemnified Person may have pursuant to any employment agreement Parent shall, or indemnification agreement in effect on the date hereof or otherwise (which shall be assumed by cause the Surviving Corporation)Corporation to, honor for a period of not less than six years from the Effective Time until (or, in the case of matters occurring at or prior to the Effective Time that have not been resolved prior to the sixth anniversary of the Effective Time, Parent and the Surviving Corporation shalluntil such matters are finally resolved), jointly and severallyall rights to indemnification or exculpation, indemnifyexisting in favor of a director, defend and hold harmless each Person who is nowofficer, employee or has been at any time prior to the date of this Agreement or who becomes prior to the Effective Time, a director or officer agent (an "Indemnified Person") of the Company or any of its Subsidiaries (the “Indemnified Persons”) against all lossesincluding, claimswithout limitation, damages, costs, fines, penalties, rights relating to advancement of expenses (including attorneys’ and other professionals’ fees and expenses), liabilities or judgments or amounts that are paid in settlement, of or incurred in connection with any threatened or actual Proceeding indemnification rights to which such Indemnified Person is a party or is otherwise involved (including persons are entitled because they are serving as a witness) baseddirector, in whole officer, agent or in part, on or arising, in whole or in part, out employee of the fact that such Person is or was a director or officer of the Company or any of its Subsidiaries or is or was serving another entity at the request of the Company or any of its Subsidiaries as a director or officer of another corporation, partnership, limited liability company, joint venture, trust or other enterpriseSubsidiaries), as applicable, or by reason provided in the Restated Certificate of anything done or not done by such Person in any such capacity, whether pertaining to any act or omission occurring or existing prior to, at or afterIncorporation of the Company, the Effective Time and whether asserted or claimed prior to, at or after Bylaws of the Effective Time (“Indemnified Liabilities”), including all Indemnified Liabilities based in whole or in part on, or arising in whole or in part out of, or pertaining to, this Agreement or the TransactionsCompany, in each case case, as in effect on the date of this Agreement, and relating to the fullest extent permitted under applicable Law. For a period of six (6) years following actions or events through the Effective Time; provided, Parent and however, that the Surviving Corporation shall not amend, repeal or otherwise modify any provision in the Organizational Documents of the Surviving Corporation or its Subsidiaries in any manner that would affect (or manage the Surviving Corporation or its Subsidiaries, with the intent be required to or in a manner that would) adversely the rights thereunder or under the Organizational Documents of the Surviving Corporation or any of its Subsidiaries of indemnify any Indemnified Person to indemnification, exculpation and advancement except in connection with any proceeding (or portion thereof) to the extent required involving any claim initiated by applicable Law. For a period such Indemnified Person unless the initiation of six such proceeding (6or portion thereof) years following was authorized by the Effective Time, Parent shall, and shall cause the Surviving Corporation and its Subsidiaries to, fulfill and honor any indemnification, expense advancement or exculpation agreements between Board of Directors of the Company or unless such proceeding is brought by an Indemnified Person to enforce rights under this Section 7.9; provided further that any of its Subsidiaries and any of the Indemnified Persons existing immediately prior to the Effective Time. (b) Parent and the Surviving Corporation will cause determination required to be put in place, and Parent shall fully prepay immediately prior to the Effective Time, “tail” insurance policies with a claims reporting or discovery period of at least six (6) years from the Effective Time (the “Tail Period”) from an insurance carrier with the same or better credit rating as the Company’s current insurance carrier made with respect to directors’ and officers’ liability insurance (“D&O Insurance”) in whether an amount and scope at least as favorable as Indemnified Person's conduct complies with the standards set forth under the DGCL, the Restated Certificate of Incorporation of the Company’s existing policies with respect to matters, acts or omissions existing or occurring at or prior to the Effective Time; provided that in no event shall Parent be required to spend more than 300% (the “Cap Amount”) Bylaws of the last annual premium paid by the Company prior to the date hereof (the amount of such premium being set forth on Schedule 6.9(b) of the Company Disclosure Letter) per policy year of coverage under such tail policy; provided, further, that if the cost per policy year of such insurance exceeds the Cap Amount, Parent shall purchase as much coverage per policy year as reasonably obtainable for the Cap Amount. (c) In the event that Parent, the Surviving Corporation or any of their Subsidiaries or any of their respective successors or assignees (i) consolidates with or merges into any other Person and shall not be the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers all or substantially all of its properties and assets to any Person, then, in each such case, proper provisions shall be made so that the successors and assigns of Parent or the Surviving CorporationCompany, as the case may be, shall assume the obligations set forth be made by independent legal counsel selected by such Indemnified Person and reasonably acceptable to Parent; and provided further that nothing in this Section 6.97.9 shall impair any rights of any Indemnified Person. Without limiting the generality of the preceding sentence, in the event that any Indemnified Person becomes involved in any actual or threatened action, suit, claim, proceeding or investigation after the Effective Time, Parent shall, or shall cause the Surviving Corporation to, promptly advance to such Indemnified Person his or her legal and other expenses (including the cost of any investigation and preparation incurred in connection therewith), subject to the providing by such Indemnified Person of an undertaking to reimburse all amounts so advanced in the event of a non-appealable determination of a court of competent jurisdiction that such Indemnified Person is not entitled thereto. (b) Prior to the Effective Time and subject to the proviso in the following sentence relating to the cost thereof, the Company shall have the right to obtain and pay for in full a "tail" coverage directors' and officers' liability insurance policy ("D&O Insurance") covering a period of not less than six years after the Effective Time and providing coverage in amounts and on terms consistent with the Company's existing D&O Insurance. In the event the Company is unable to obtain such insurance, Parent shall cause the Surviving Corporation to maintain the Company's D&O Insurance for a period of not less than six years after the Effective Time; provided, that the Surviving Corporation may substitute therefor policies of substantially similar coverage and amounts containing terms no less advantageous to such former directors or officers; provided further that if the existing D&O Insurance expires or is cancelled during such period, Parent or the Surviving Corporation shall use its best efforts to obtain substantially similar D&O Insurance; and provided further that the Company shall not, without Parent's consent, expend an amount in excess of 300% of the last annual premium paid prior to the date hereof to procure the above described "tail" coverage and neither Parent nor the Surviving Corporation shall be required to expend, in order to maintain or procure an annual D&O Insurance policy, in lieu of a tail policy, an amount in excess of 300% of the last annual premium paid prior to the date hereof, but in such case shall purchase as much coverage as possible for such amount. (c) The provisions of this Section 6.9 7.9 are intended to be for the benefit of, and shall be enforceable by, each Indemnified Person, his or her heirs and his or her personal representatives and shall be binding on all successors and assigns of the Indemnified Persons. The rights of the Indemnified Persons under this Section 6.9 are in addition to any rights such Indemnified Persons may have under the Organizational Documents of Parent, the Company or any of its Subsidiaries, or under any applicable contracts or Lawand the Surviving Corporation.

Indemnification; Directors’ and Officers’ Insurance. (a) Without limiting any other rights that any Indemnified Person may have pursuant to any employment agreement or indemnification agreement in effect on the date hereof or otherwise (which shall be assumed by the Surviving Corporation)5.14.1 The Company shall, and from the Effective Time until the sixth anniversary of and after the Effective Time, Parent and Acquiror shall (collectively, the Surviving Corporation shall, jointly and severally"Indemnifying Parties"), indemnify, defend and hold harmless each Person who is now, now or has been at any time prior to the date of this Agreement hereof or who becomes prior to the Effective Time, a an officer, trust manager or director or officer of the Company or any of its Subsidiaries Company Subsidiary (the “"Indemnified Persons”Parties") against all losses, claims, damages, costs, fines, penalties, expenses (including attorneys’ and other professionals’ ' fees and expenses), liabilities or judgments or amounts that are paid in settlementsettlement of, with the approval of the Indemnifying Party (which approval shall not be unreasonably withheld or incurred delayed), or otherwise in connection with any threatened or actual Proceeding to which such Indemnified Person is a party claim, action, suit, proceeding or is otherwise involved (including as a witness) based, in whole or in part, investigation based on or arising, in whole or in part, arising out of the fact that such Person is or was a an officer, trust manager or director or officer of the Company or any of its Subsidiaries Company Subsidiary at or is or was serving at prior to the request of the Company or any of its Subsidiaries as a director or officer of another corporation, partnership, limited liability company, joint venture, trust or other enterprise, as applicable, or by reason of anything done or not done by such Person in any such capacityEffective Time, whether pertaining to any act asserted or omission occurring or existing claimed prior to, or at or after, the Effective Time and whether asserted or claimed prior to, at or after the Effective Time (“"Indemnified Liabilities”"), including all Indemnified Liabilities based in whole or in part on, or arising in whole or in part out of, or pertaining to, to this Agreement or the Transactions, in each case to the fullest full extent a corporation or Texas real estate investment trust is 30 36 permitted under the applicable Governing Laws to indemnify its own directors or officers as the case may be (and Acquiror shall pay expenses in advance of the final disposition of any such action or proceeding to each Indemnified Party to the full extent permitted by law subject to the limitations set forth in the fourth sentence of this SECTION 5. 14.1). Any Indemnified Parties proposing to assert the right to be indemnified under applicable Lawthis SECTION 5.14 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 this SECTION 5.14 against the Company, and from and after the Effective Time, Acquiror notify the Indemnifying Parties of the commencement of such action, enclosing a copy of all papers served. For If any such action is brought against any of the Indemnified Parties and such Indemnified Parties notify the Indemnifying Parties of its commencement, the Indemnifying Parties will be entitled to participate in and, to the extent that they elect 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 and after notice from the Indemnifying Parties to the Indemnified Parties of their election to assume the defense, the Indemnifying Parties will not be liable to the Indemnified Parties for any legal or other expenses except as provided below. If the Indemnifying Parties assume the defense, the Indemnifying Parties shall have the right to settle such action without the consent of the Indemnified Parties; provided, however, that the Indemnifying Parties shall be required to obtain such consent (which consent shall not be unreasonably withheld) if the settlement includes any admission or wrongdoing on the part of the Indemnified Parties or any decree or restriction on the Indemnified Parties or their officers or directors; provided, further, that no Indemnifying Parties, in the defense of any such action shall, except with the consent of the Indemnified Parties (which consent shall not be unreasonably withheld), 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, and the fees, expenses and other charges of such counsel will be at the expense of the Indemnified Parties unless (i) the employment of counsel by the Indemnified Parties has been authorized in writing by the Indemnifying Parties, (ii) the Indemnified Parties have reasonably concluded (based on advice of counsel) that there may be legal defenses available to them that are different from or in addition to those available to the Indemnifying Parties (iii) a conflict or potential conflict exists (based on advice of counsel to the Indemnified Parties) between the Indemnified Parties and the Indemnifying Parties) (in which case the Indemnifying Parties will not have the right to direct the defense of such action on behalf of the Indemnified Parties) or (iv) the Indemnifying Parties have not in fact employed counsel to assume the defense of such action within a reasonable time after receiving notice of the commencement of the action, in each of which cases the reasonable fees, disbursements and other charges of counsel will be at the expense of the Indemnifying Parties. It is understood that the Indemnifying Parties shall not, in connection with any proceeding or related proceedings in the same jurisdiction, be liable for the reasonable fees, disbursements and other charges of more than one separate firm admitted to practice in such jurisdiction at any one time from all such Indemnified Parties unless (a) the employment of more than one counsel has been authorized in writing by the Indemnifying Parties, (b) any of the Indemnified Parties have reasonably concluded (based on advice of counsel) that there may be legal defenses available to them that are different from or in addition to those available to other Indemnified Parties or (c) a conflict or potential conflict exists (based on advice of counsel to the Indemnified Parties) between any of the Indemnified Parties and the other Indemnified Parties, in each case of which the Indemnifying Parties shall be obligated to pay the reasonable and appropriate fees and expenses of such additional counsel or counsels. The Indemnifying Parties will not be liable for any settlement of any action or claim effected without their written consent (which consent shall not be unreasonably withheld). 5.14.2 The provisions of this SECTION 5.14 are intended to be for the benefit of, and shall be enforceable by, each Indemnified Party, his or her heirs and his or her personal representatives and shall be binding on all successors and assigns of Acquiror and the Company. 5.14.3 Acquiror shall either (i) extend the Company's existing directors and officers liability insurance policy as of the date hereof (or a policy providing coverage on the same or better terms and conditions) for acts or omissions occurring prior to the Effective Time by Persons who are currently 31 37 covered by such insurance policy maintained by the Company for a period of six (6) years following the Effective Time, Parent or (ii) add such Persons to the existing directors and the Surviving Corporation officers liability insurance policy of Acquiror, provided, however, that for purposes of this subparagraph (ii), such insurance shall not amend, repeal or otherwise modify any provision in the Organizational Documents provide officers and trust managers of the Surviving Corporation or its Subsidiaries in any manner that would affect (or manage Company the Surviving Corporation or its Subsidiaries, with the intent to or in a manner that would) adversely the rights thereunder or under the Organizational Documents same coverage as similarly situated officers and directors of the Surviving Corporation or any of its Subsidiaries of any Indemnified Person to indemnification, exculpation Acquiror and advancement except to the extent required such insurance shall be maintained by applicable Law. For Acquiror for a period of six (6) years following the Effective Time. Notwithstanding the preceding sentence, Parent shall, and in no event shall cause Acquiror or the Surviving Corporation and its Subsidiaries to, fulfill and honor any indemnification, expense advancement or exculpation agreements between Company be required to expend on average over such six year period in excess of 125% of the annual premium currently paid by the Company for such coverage and if the premium for such coverage on average over such six year period exceeds such amount, Acquiror or the Surviving Company shall purchase a policy with the greatest coverage available for such 125% of the annual premium. 5.14.4 In the event that Acquiror or any of its Subsidiaries and any of the Indemnified Persons existing immediately prior to the Effective Time. (b) Parent and the Surviving Corporation will cause to be put in place, and Parent shall fully prepay immediately prior to the Effective Time, “tail” insurance policies with a claims reporting or discovery period of at least six (6) years from the Effective Time (the “Tail Period”) 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 (“D&O Insurance”) in an amount and scope at least as favorable as the Company’s existing policies with respect to matters, acts or omissions existing or occurring at or prior to the Effective Time; provided that in no event shall Parent be required to spend more than 300% (the “Cap Amount”) of the last annual premium paid by the Company prior to the date hereof (the amount of such premium being set forth on Schedule 6.9(b) of the Company Disclosure Letter) per policy year of coverage under such tail policy; provided, further, that if the cost per policy year of such insurance exceeds the Cap Amount, Parent shall purchase as much coverage per policy year as reasonably obtainable for the Cap Amount. (c) In the event that Parent, the Surviving Corporation or any of their Subsidiaries or any of their respective successors or assignees assigns (i) consolidates with or merges into any other Person and shall not be the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers all or substantially all of its properties and assets to any Person, then, and in each such case, proper provisions shall be made so that case the successors and assigns of Parent or the Surviving Corporation, as the case may be, such entity shall assume the obligations set forth in this Section 6.9. The provisions of this Section 6.9 SECTION 5.14, which obligations are expressly intended to be for the irreversible benefit of, and shall be enforceable by, each of the Indemnified Persons. The rights of the Indemnified Persons under this Section 6.9 are in addition to any rights such Indemnified Persons may have under the Organizational Documents of the Company or any of its Subsidiaries, or under any applicable contracts or Lawtrust manager and officer covered hereby.

Indemnification; Directors’ and Officers’ Insurance. (a) Without limiting any other Parent and Purchaser agree that all rights that any Indemnified Person may have pursuant to any employment agreement or indemnification agreement in effect on the date hereof or otherwise (which shall be assumed by the Surviving Corporation)Company now existing in favor of each present and former director, from the Effective Time until the sixth anniversary of the Effective Time, Parent officer or employee (and the Surviving Corporation shall, jointly their respective heirs and severally, indemnify, defend and hold harmless each Person who is now, or has been at any time prior to the date of this Agreement or who becomes prior to the Effective Time, a director or officer assigns) of the Company or any of its Subsidiaries subsidiaries (the “"Indemnified Persons”Parties") against all losses, claims, damages, costs, fines, penalties, expenses (including attorneys’ and as provided in its Certificate of Incorporation or By-Laws or pursuant to other professionals’ fees and expenses), liabilities or judgments or amounts that are paid agreements in settlement, of or incurred in connection with any threatened or actual Proceeding to which such Indemnified Person is a party or is otherwise involved (including as a witness) based, in whole or in part, effect on or arising, in whole or in part, out of the fact that such Person is or was a director or officer of date hereof shall survive the Company or any of its Subsidiaries or is or was serving at the request of the Company or any of its Subsidiaries as a director or officer of another corporation, partnership, limited liability company, joint venture, trust or other enterprise, as applicable, or by reason of anything done or not done by such Person in any such capacity, whether pertaining to any act or omission occurring or existing prior to, at or after, the Effective Time and whether asserted or claimed prior to, at or after the Effective Time (“Indemnified Liabilities”), including all Indemnified Liabilities based in whole or in part on, or arising in whole or in part out of, or pertaining to, this Agreement or the Transactions, in each case to the fullest extent permitted under applicable Law. For a period of six (6) years following the Effective Time, Parent and the Surviving Corporation shall not amend, repeal or otherwise modify any provision in the Organizational Documents of the Surviving Corporation or its Subsidiaries in any manner that would affect (or manage the Surviving Corporation or its Subsidiaries, with the intent to or in a manner that would) adversely the rights thereunder or under the Organizational Documents of the Surviving Corporation or any of its Subsidiaries of any Indemnified Person to indemnification, exculpation and advancement except to the extent required by applicable Law. For a period of six (6) years following the Effective Time, Parent shall, Merger and shall cause the Surviving Corporation continue in full force and its Subsidiaries to, fulfill and honor any indemnification, expense advancement or exculpation agreements between the Company or any of its Subsidiaries and any of the Indemnified Persons existing immediately prior to the Effective Time. (b) Parent and the Surviving Corporation will cause to be put in place, and Parent shall fully prepay immediately prior to the Effective Time, “tail” insurance policies with effect for a claims reporting or discovery period of at least six (6) years from the Effective Time Time. b) To the extent paragraph (a) shall not serve to indemnify and hold harmless an Indemnified Party, after the “Tail Period”) from an insurance carrier purchase of the Shares pursuant to the Offer, Parent and Purchaser shall cause the Company to, and after the Effective Time, Parent and the Surviving Corporation shall, subject to the terms set forth herein, indemnify and hold harmless, to the fullest extent permitted under applicable law, the Indemnified Parties against any costs or expenses (including reasonable Attorneys' fees), judgments, fines, losses, claims, damages, liabilities and amounts paid in settlement in connection with the same any claim, action, suit, proceeding or better credit rating as the Company’s current insurance carrier with respect investigation, whether civil, criminal, administrative or investigative, arising out of or pertaining to directors’ and officers’ liability insurance (“D&O Insurance”) in an amount and scope at least as favorable as the Company’s existing policies with respect to matters, acts or omissions existing or occurring at or such individuals services prior to the Effective Time; provided that in no event shall Parent be required to spend more than 300% (the “Cap Amount”) of the last annual premium paid by the Company prior to the date hereof (the amount of such premium being set forth on Schedule 6.9(b) of the Company Disclosure Letter) per policy year of coverage under such tail policy; provided, further, that if the cost per policy year of such insurance exceeds the Cap Amount, Parent shall purchase as much coverage per policy year as reasonably obtainable for the Cap Amount. (c) In the event that Parent, the Surviving Corporation or any of their Subsidiaries or any of their respective successors or assignees (i) consolidates with or merges into any other Person and shall not be the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers all or substantially all of its properties and assets to any Person, then, in each such case, proper provisions shall be made so that the successors and assigns of Parent or the Surviving Corporation, as the case may bedirectors, shall assume the obligations set forth in this Section 6.9. The provisions of this Section 6.9 are intended to be for the benefit ofofficers, and shall be enforceable by, each of the Indemnified Persons. The rights of the Indemnified Persons under this Section 6.9 are in addition to any rights such Indemnified Persons may have under the Organizational Documents employees or agents of the Company or any of its Subsidiariessubsidiaries or as trustees or fiduciaries of any plan for the benefit of employees of the Company (including, without limitation, the transactions contemplated by this Agreement or the Tender Agreement) for a period of six (6) years after the Effective Time, provided that, in the event any claim or claims are asserted or made within such six (6) year period, all rights to indemnification in respect of any such claim or claims shall continue until final disposition of any and all such claims. Any Indemnified Party wishing to claim indemnification under this paragraph (b), upon learning of any applicable contracts such claim, action, suit, proceeding or Lawinvestigation, shall promptly notify Parent or the Surviving Corporation thereof, but the failure to so notify shall not relieve Parent or the Surviving Corporation of any liability either may have to such Indemnified Party if such failure does not materially prejudice the indemnifying party. Without limiting the foregoing, in the event of any such claim, action, suit, proceeding or investigation (whether arising before or after the Effective Time), (i) Parent and the Surviving Corporation shall have the right to assume the defense thereof, with counsel reasonably satisfactory to such Indemnified Party, 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 and the Surviving Corporation elect 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 and the Surviving Corporation, and Parent and the Surviving Corporation shall pay all reasonable fees and expenses of one (1) such counsel for the Indemnified Parties promptly as statements therefor are received, (ii) Parent and the Surviving Corporation will use all reasonable best efforts to assist in the vigorous defense of any such matter, (iii) the Indemnified Parties will cooperate in the defense of any such matter and (iv) Parent and the Surviving Corporation shall not be liable for any settlement effected without its prior written consent, which consent shall not be unreasonably withheld. c) The Surviving Corporation shall be required to maintain the Company's existing officers' and directors' liability insurance or cause the Surviving Corporation to receive similar coverage to the Company's existing officers' and directors' liability insurance pursuant to Parent's officers' and directors' liability insurance ("D&O

Indemnification; Directors’ and Officers’ Insurance. (a) Without limiting any other rights that any Indemnified Person may have pursuant to any employment agreement or indemnification agreement in effect on the date hereof or otherwise (which shall be assumed by the Surviving Corporation), from the Effective Time until the sixth anniversary of the Effective Time, Parent From and the Surviving Corporation shall, jointly and severally, indemnify, defend and hold harmless each Person who is now, or has been at any time prior to the date of this Agreement or who becomes prior to the Effective Time, a director or officer of the Company or any of its Subsidiaries (the “Indemnified Persons”) against all losses, claims, damages, costs, fines, penalties, expenses (including attorneys’ and other professionals’ fees and expenses), liabilities or judgments or amounts that are paid in settlement, of or incurred in connection with any threatened or actual Proceeding to which such Indemnified Person is a party or is otherwise involved (including as a witness) based, in whole or in part, on or arising, in whole or in part, out of the fact that such Person is or was a director or officer of the Company or any of its Subsidiaries or is or was serving at the request of the Company or any of its Subsidiaries as a director or officer of another corporation, partnership, limited liability company, joint venture, trust or other enterprise, as applicable, or by reason of anything done or not done by such Person in any such capacity, whether pertaining to any act or omission occurring or existing prior to, at or after, the Effective Time and whether asserted or claimed prior to, at or after the Effective Time (“Indemnified Liabilities”), including all Indemnified Liabilities based in whole or in part on, or arising in whole or in part out of, or pertaining to, this Agreement or the Transactions, in each case to the fullest extent permitted under applicable Law. For a period of six (6) years following the Effective Time, Parent and the Surviving Corporation shall not amend, repeal or otherwise modify any provision in the Organizational Documents of the Surviving Corporation or its Subsidiaries in any manner that would affect (or manage the Surviving Corporation or its Subsidiaries, with the intent to or in a manner that would) adversely the rights thereunder or under the Organizational Documents of the Surviving Corporation or any of its Subsidiaries of any Indemnified Person to indemnification, exculpation and advancement except to the extent required by applicable Law. For a period of six (6) years following the Effective Time, Parent shall, and shall cause the Surviving Corporation to, indemnify and hold harmless, to the fullest extent permitted under applicable Law and the applicable certificate of incorporation or bylaws (or similar governing documents) of the Company and its Subsidiaries to, fulfill and honor any indemnification, expense advancement or exculpation agreements between the Company or any of its Subsidiaries and any of the Indemnified Persons existing immediately prior to the Effective Time. (b) Parent and the Surviving Corporation will cause shall also advance expenses as incurred to be put the fullest extent permitted under applicable Law and the applicable certificate of incorporation or bylaws (or similar governing documents) of the Company and its Subsidiaries, provided that the Person to whom expenses are advanced provides an undertaking to repay such advances if it is ultimately determined by a court of competent jurisdiction that such Person is not entitled to such indemnification), each present and former director (or Person in placea similar position) and officer of the Company and its Subsidiaries (collectively, and Parent shall fully prepay immediately the "Indemnified Parties") against costs or expenses (including reasonable attorneys' fees), judgments, fines, losses, claims, damages or liabilities (collectively, "Costs") incurred in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of or related to such Indemnified Parties' service as a director or officer of the Company or its Subsidiaries or services performed by such persons at the request of the Company or its Subsidiaries at or prior to the Effective Time, “tail” whether asserted or claimed prior to, at or after the Effective Time, including the transactions contemplated by this Agreement. (b) Prior to the Effective Time, the Company shall and if the Company is unable to, Parent shall cause the Surviving Corporation to obtain and maintain an extension of (i) the Side A coverage part (directors' and officers' liability) of the Company's existing directors' and officers' insurance policies with 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 insurance carrier with the same or better credit rating as the Company’s 's current insurance carrier with respect to directors’ ' and officers’ ' liability insurance and fiduciary liability insurance (“collectively, "D&O Insurance”") in an amount with terms, conditions, retentions and scope limits of liability that are at least as favorable as the Company’s 's existing policies with respect to mattersany actual or alleged error, acts misstatement, misleading statement, act, omission, neglect, breach of duty or omissions existing any matter claimed against a director or occurring officer of the Company or any of its Subsidiaries by reason of him or her serving in such capacity that existed or occurred at or prior to the Effective Time (including in connection with this Agreement or the transactions or actions contemplated hereby). If the Company and the Surviving Corporation for any reason fail to obtain such "tail" insurance policies as of the Effective Time, the Surviving Corporation shall, and Parent shall cause the Surviving Corporation to, continue to maintain in effect for a period of at least six years from and after the Effective Time the D&O Insurance in place as of the date hereof with terms, conditions, retentions and limits of liability that are at least as favorable to the Company's directors and officers as provided in the Company's existing policies as of the date hereof, or the Surviving Corporation shall, and Parent shall cause the Surviving Corporation to, use reasonable best efforts to purchase comparable D&O Insurance for such six-year period with terms, conditions, retentions and limits of liability that are at least as favorable to the Company's directors and officers as provided in the Company's existing policies as of the date hereof; provided that in no event shall Parent the Surviving Corporation be required to spend more than 300expend for such policies an annual premium amount in excess of 200% (the “Cap Amount”) of the last annual premium premiums currently paid by the Company prior to the date hereof (the amount of for such premium being set forth on Schedule 6.9(b) of the Company Disclosure Letter) per policy year of coverage under such tail policyinsurance; provided, further, provided further that if the cost per policy year annual premiums of such insurance exceeds coverage exceed such amount, the Cap Amount, Parent Surviving Corporation shall purchase as much obtain a policy with the greatest coverage per policy year as reasonably obtainable available for the Cap Amounta cost not exceeding such amount. (c) In the event that Parent, If the Surviving Corporation or any of their Subsidiaries or any of their its respective successors or assignees assigns (i) consolidates shall consolidate with or merges merge into any other Person corporation or entity and shall not be the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers shall transfer all or substantially all of its properties and assets to any Personindividual, corporation or other entity, then, and in each such case, proper provisions shall be made so that the successors and assigns of Parent or the Surviving Corporation, as the case may be, Corporation shall assume all of the obligations set forth in this Section 6.9. 6.12. (d) The provisions of this Section 6.9 6.12 shall survive the Closing, and are intended to be for the benefit of, and shall be enforceable by, each of the Indemnified Persons. Parties and its successors and representatives. (e) The rights of the Indemnified Persons Parties under this Section 6.9 are 6.12 shall be in addition to any rights such Indemnified Persons Parties may have under the Organizational Documents certificate of incorporation or bylaws of the Company or any of its Subsidiaries, or under any applicable contracts Contracts or LawLaws.

Indemnification; Directors’ and Officers’ Insurance. (a) Without limiting any other rights that any Indemnified Person may have pursuant to any employment agreement or indemnification agreement in effect on the date hereof or otherwise (which shall be assumed by the Surviving Corporation), from the Effective Time until the sixth anniversary of From and after the Effective Time, Parent AEP and the Surviving Corporation shall, jointly and severally, indemnify, defend shall indemnify and hold harmless each Person who is nowpresent 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 has been expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities (collectively, “Costs”) incurred in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of matters existing or occurring at any time prior to the date of this Agreement or who becomes prior to the Effective Time, a director or officer of the Company or any of its Subsidiaries (the “Indemnified Persons”) against all losses, claims, damages, costs, fines, penalties, expenses (including attorneys’ and other professionals’ fees and expenses), liabilities or judgments or amounts that are paid in settlement, of or incurred in connection with any threatened or actual Proceeding to which such Indemnified Person is a party or is otherwise involved (including as a witness) based, in whole or in part, on or arising, in whole or in part, out of the fact that such Person is or was a director or officer of the Company or any of its Subsidiaries or is or was serving at the request of the Company or any of its Subsidiaries as a director or officer of another corporation, partnership, limited liability company, joint venture, trust or other enterprise, as applicable, or by reason of anything done or not done by such Person in any such capacity, whether pertaining to any act or omission occurring or existing prior to, at or after, the Effective Time and whether asserted or claimed prior to, at or after the Effective Time (“Time, and AEP and the Surviving Corporation shall also advance expenses incurred by the Indemnified Liabilities”)Parties in connection with any claim, including all Indemnified Liabilities based in whole action, suit, proceeding or in part on, or arising in whole or in part out of, or pertaining to, this Agreement or the Transactionsinvestigation, in each case to the fullest extent permitted under applicable Lawby law. The obligations of AEP and the Surviving Corporation in the immediately preceding sentence shall be joint and several. (b) For a period of six (6) years following from the Effective Time, Parent and the Surviving Corporation shall maintain, and AEP shall cause the Surviving Corporation to maintain, provisions of the Charter and By-Laws with respect to limitation of liabilities of directors and indemnification and advancement of expenses of present and former officers and directors of the Company and its Subsidiaries that are no less favorable to the Indemnified Parties than are set forth in the Company’s certificate of incorporation and bylaws as in effect on the date of this Agreement, and shall not prior to the expiration of such period amend, repeal or otherwise modify any provision in the Organizational Documents of the Surviving Corporation or its Subsidiaries such provisions in any manner that would adversely affect (or manage the Surviving Corporation or its Subsidiaries, with the intent to or in a manner that would) adversely the rights thereunder or under the Organizational Documents of the Surviving Corporation or any of its Subsidiaries of any Indemnified Person Party; provided, however, that all rights to indemnificationindemnification in respect of any actual or threatened claim, exculpation action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative and advancement except to whether formal or informal made within such six year period shall continue until the extent required by applicable Law. For a period disposition or resolution of six (6) years following such proceeding in accordance with the Effective Time, Parent shall, Charter and shall cause the Surviving Corporation and its Subsidiaries to, fulfill and honor any indemnification, expense advancement or exculpation agreements between the Company or any of its Subsidiaries and any of the Indemnified Persons existing immediately prior to the Effective TimeBy-Laws. (bc) Parent and the Surviving Corporation will cause to be put in place, and Parent shall fully prepay immediately prior Prior to the Effective Time, the Company shall cause, and if the Company is unable to, AEP shall cause, the Surviving Corporation as of the Effective Time to, obtain and fully pay for “tail” insurance policies with a claims reporting or discovery period of at least six (6) years from and after the Effective Time (the “Tail Period”) 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”) in an amount with benefits and scope levels of coverage at least as favorable as the Company’s existing policies with respect to matters, acts or omissions matters existing or occurring at or prior to the Effective Time (including in connection with this Agreement or the transactions or actions contemplated hereby). If the Company and the Surviving Corporation for any reason fail to obtain such “tail” insurance policies as of the Effective Time, the Surviving Corporation shall, and AEP shall cause the Surviving Corporation to, continue to maintain in effect for a period of at least six years from and after the Effective Time the D&O Insurance in place as of the date hereof with benefits and levels of coverage at least as favorable as provided in the Company’s existing policies as of the date hereof, or the Surviving Corporation shall, and AEP shall cause the Surviving Corporation to, use reasonable best efforts to purchase comparable D&O Insurance for such six year period with benefits and levels of coverage at least as favorable as provided in the Company’s existing policies as of the date hereof; provided provided, however, that in no event shall Parent the Surviving Corporation be required to spend more than expend for any D&O Insurance required by this Section 7.6(c) an annual premium amount in excess of 300% (the “Cap Amount”) of the last annual premium premiums currently paid by the Company prior to the date hereof (the amount of for such premium being set forth on Schedule 6.9(b) of the Company Disclosure Letter) per policy year of coverage under such tail policyinsurance; provided, further, and provided further that if the cost per policy year annual premiums of such insurance exceeds coverage exceed such amount, the Cap Amount, Parent Surviving Corporation shall purchase as much obtain a policy with the greatest coverage per policy year as reasonably obtainable available for the Cap Amounta cost not exceeding such amount. (cd) In the event that Parent, If AEP or the Surviving Corporation or any of their Subsidiaries or any of their respective successors or assignees assigns (i) consolidates shall consolidate with or merges merge into any other Person and shall not be the continuing or surviving corporation or entity of such consolidation or merger merger, or (ii) transfers shall transfer all or substantially all of its properties and assets to any Person, then, and in each such case, proper provisions shall be made so that the successors and assigns of Parent AEP or the Surviving Corporation, as the case may be, shall assume all of the obligations of AEP or the Surviving Corporation, as the case may be, set forth in this Section 6.9. 7.6. (e) The provisions of this Section 6.9 7.6 are intended to be for the benefit of, and shall be enforceable by, each of the Indemnified Persons. Parties and shall survive the Effective Time. (f) The rights of the Indemnified Persons Parties under this Section 6.9 are 7.6 shall be in addition to any rights such Indemnified Persons Parties may have under the Organizational Documents certificate of incorporation or by-laws of the Company or any of its Subsidiaries, or under any applicable contracts Contracts or LawLaws. 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 officers or directors (or any of the Company’s Subsidiaries or the officers and directors of any such Subsidiary), it being understood that the indemnification provided for in this Section 7.6 is not prior to, or in substitution for, any such claims under any such policies.

Indemnification; Directors’ and Officers’ Insurance. (a) Without limiting In the event of any other rights that threatened or actual claim, action, suit, proceeding or investigation, whether civil, criminal or administrative, including any Indemnified Person may have pursuant to such claim, action, suit, proceeding or investigation in which any employment agreement or indemnification agreement in effect on the date hereof or otherwise (which shall be assumed by the Surviving Corporation), from the Effective Time until the sixth anniversary of the Effective Time, Parent and the Surviving Corporation shall, jointly and severally, indemnify, defend and hold harmless each Person individual who is now, or has been at any time prior to the date of this Agreement Agreement, or who becomes prior to the Effective Time, a director director, officer or officer employee of the Company or any of its Subsidiaries (the “Indemnified Persons”) against all losses, claims, damages, costs, fines, penalties, expenses (including attorneys’ and other professionals’ fees and expenses), liabilities or judgments or amounts that are paid in settlement, of or incurred in connection with any threatened or actual Proceeding to which such Indemnified Person is a party or is otherwise involved (including as a witness) based, in whole or in part, on or arising, in whole or in part, out of the fact that such Person is or was a director or officer of the Company FleetBoston or any of its Subsidiaries or who is or was serving at the request of the Company FleetBoston or any of its Subsidiaries as a director director, officer, employee or officer agent of another corporationperson (the "Indemnified Parties"), partnership, limited liability company, joint venture, trust or other enterprise, as applicableis, or by reason of anything done or not done by such Person in any such capacityis threatened to be, whether pertaining to any act or omission occurring or existing prior to, at or after, the Effective Time and whether asserted or claimed prior to, at or after the Effective Time (“Indemnified Liabilities”), including all Indemnified Liabilities made a party based in whole or in part on, or arising in whole or in part out of, or pertaining toto (i) the fact that he is or was a director, this Agreement officer or the Transactions, in each case to the fullest extent permitted under applicable Law. For a period employee of six (6) years following the Effective Time, Parent and the Surviving Corporation shall not amend, repeal or otherwise modify any provision in the Organizational Documents of the Surviving Corporation or its Subsidiaries in any manner that would affect (or manage the Surviving Corporation or its Subsidiaries, with the intent to or in a manner that would) adversely the rights thereunder or under the Organizational Documents of the Surviving Corporation FleetBoston or any of its Subsidiaries or (ii) this Agreement or any of any Indemnified Person to indemnificationthe transactions contemplated by this Agreement, exculpation and advancement except to the extent required by applicable Law. For a period of six (6) years following whether asserted or arising before or after the Effective Time, Parent shallthe parties shall cooperate and use their best efforts to defend against and respond thereto. From and after the Effective Time, Bank of America shall indemnify and hold harmless, as and to the fullest extent provided by applicable law, the FleetBoston Certificate, the FleetBoston Bylaws and any agreement set forth in Section 6.8 of the FleetBoston Disclosure Schedule, each such Indemnified Party against any losses, claims, damages, liabilities, costs, expenses (including reimbursement for reasonable fees and expenses incurred in advance of the final disposition of any claim, suit, proceeding or investigation to each Indemnified Party as provided by the FleetBoston Certificate, the FleetBoston Bylaws and any agreement set forth in Section 6.8 of the FleetBoston Disclosure Schedule), judgments, fines and amounts paid in settlement in connection with any such threatened or actual claim, action, suit, proceeding or investigation. (b) Bank of America shall use its reasonable best efforts to cause the Surviving Corporation individuals serving as officers and its Subsidiaries to, fulfill and honor any indemnification, expense advancement or exculpation agreements between the Company directors of FleetBoston or any of its Subsidiaries and any of the Indemnified Persons existing immediately prior to the Effective Time. (b) Parent and the Surviving Corporation will cause Time to be put in place, and Parent shall fully prepay immediately prior to the Effective Time, “tail” insurance policies with covered for a claims reporting or discovery period of at least six (6) years from the Effective Time by the directors' and officers' liability insurance policy maintained by FleetBoston (the “Tail Period”) from an insurance carrier with provided that Bank of America may substitute therefor policies of at least the same or better credit rating as the Company’s current insurance carrier coverage and amounts containing terms and conditions that are not less advantageous than such policy) with respect to directors’ and officers’ liability insurance (“D&O Insurance”) in an amount and scope at least as favorable as the Company’s existing policies with respect to matters, acts or omissions existing or occurring at or prior to the Effective Time; provided Time that were committed by such officers and directors in no event shall Parent be required to spend more than 300% (the “Cap Amount”) of the last annual premium paid by the Company prior to the date hereof (the amount of such premium being set forth on Schedule 6.9(b) of the Company Disclosure Letter) per policy year of coverage under such tail policy; provided, further, that if the cost per policy year of such insurance exceeds the Cap Amount, Parent shall purchase their capacity as much coverage per policy year as reasonably obtainable for the Cap Amountsuch. (c) In the event that Parent, the Surviving Corporation or any of their Subsidiaries or any of their respective successors or assignees (i) consolidates with or merges into any other Person and shall not be the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers all or substantially all of its properties and assets to any Person, then, in each such 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 the obligations set forth in this Section 6.9. The provisions of this Section 6.9 6.8 shall survive the Effective Time and are intended to be for the benefit of, and shall be enforceable by, each of the Indemnified Persons. The rights of the Indemnified Persons under this Section 6.9 are in addition to any rights such Indemnified Persons may have under the Organizational Documents of the Company Party and his or any of its Subsidiaries, or under any applicable contracts or Lawher heirs and representatives.

Indemnification; Directors’ and Officers’ Insurance. (a) Without limiting any other rights that any Indemnified Person may have pursuant to any employment agreement or indemnification agreement in effect on the date hereof or otherwise (which shall be assumed by the Surviving Corporation), from the Effective Time until the sixth anniversary of From and after the Effective Time, Parent shall, and shall cause the Surviving Corporation shallto, jointly and severally, indemnify, defend indemnify and hold harmless each Person who is nowharmless, or has been at any time prior to the date fullest extent that the Company would be permitted to do so by applicable Law, each present and former (determined as of this Agreement or who becomes prior to the Effective Time, a ) director or officer of the Company or any of and its Subsidiaries when acting in such capacity (collectively, the “Company Indemnified PersonsParties”) against all lossesany costs or expenses (including reasonable attorneys’ fees), claims, damages, costsjudgments, fines, penaltieslosses, expenses (including attorneys’ and other professionals’ fees and expenses), damages or liabilities or judgments or amounts that are paid in settlement, of or incurred in connection with any threatened or actual Proceeding to which such Indemnified Person is a party or is otherwise involved (including as a witness) based, in whole or in part, on or arising, in whole or in part, out of the fact that such Person is or was a director or officer of the Company or any of its Subsidiaries or is or was serving at the request of the Company or any of its Subsidiaries as a director or officer of another corporation, partnership, limited liability company, joint venture, trust or other enterprise, as applicable, or by reason of anything done or not done by such Person in any such capacityAction, whether pertaining to any act civil, criminal, administrative or omission occurring or existing prior toinvestigative, at or after, the Effective Time and whether asserted or claimed prior to, at arising before or after the Effective Time (“Indemnified Liabilities”)Time, including all Indemnified Liabilities based in whole or in part on, or arising in whole or in part out of, or pertaining to, (i) the fact that such person is or was a director, officer or fiduciary of the Company or any of its Subsidiaries or (ii) matters existing or occurring at or prior to the Effective Time, including matters, acts or omissions occurring in connection with the approval of this Agreement or and the Transactionsconsummation of the transactions contemplated by this Agreement, and Parent shall, and shall cause the Surviving Corporation to, also advance expenses as incurred in each case connection therewith by such Company Indemnified Party to the fullest extent permitted under applicable Law. For a period of six (6) years following the Effective Time, Parent and the Surviving Corporation shall not amend, repeal or otherwise modify any provision in the Organizational Documents of the Surviving Corporation or its Subsidiaries in any manner that would affect (or manage the Surviving Corporation or its Subsidiaries, with the intent to or in a manner that would) adversely the rights thereunder or under the Organizational Documents of the Surviving Corporation or any of its Subsidiaries of any Indemnified Person to indemnification, exculpation and advancement except to the extent required by applicable Law. For ; provided that the Company Indemnified Party to whom expenses are advanced provides an undertaking (in a period reasonable and customary form) to repay such advances if it is determined in a final, non-appealable judgment of six a Chosen Court that such Company Indemnified Party is not entitled to indemnification hereunder. (6b) years Subject to the following sentence, prior to the Effective Time, Parent shall, and shall cause the Surviving Corporation and its Subsidiaries to, fulfill obtain and honor any indemnification, expense advancement or exculpation agreements between fully pay the Company or any of its Subsidiaries and any of the Indemnified Persons existing immediately prior to the Effective Time. (b) Parent and the Surviving Corporation will cause to be put in place, and Parent shall fully prepay immediately prior to the Effective Time, 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 (1) 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 (“D&O Insurance”) in an amount and scope fiduciary liability insurance with terms, conditions, retentions and limits of liability that are at least as favorable to the insureds as the Company’s existing policies with respect to matters, acts or omissions matters existing or occurring at or prior to the Effective TimeTime (including in connection with this Agreement or the Merger); provided provided, however, that Parent shall not be obligated to expend, on an annual basis, an amount in no event shall Parent be required to spend more than excess of 300% of the aggregate annual premium paid as of the date hereof by the Company for such insurance (the “Cap AmountPremium Cap”) ), and if such premiums for such insurance would at any time exceed the Premium Cap, then Parent shall cause to be maintained, in Parent’s good faith determination, policies of insurance that provide the maximum coverage available at an annual premium equal to the Premium Cap. In lieu of the last annual premium paid by foregoing, the Company, in consultation with, but only upon the consent of, Parent, may (and, at the request of Parent, the Company shall use its reasonable best efforts to) obtain at or prior to the date hereof Effective Time a six (6)-year “tail” policy under the Company’s existing directors and officers insurance policy providing equivalent coverage to that described in the preceding sentence if and to the extent that the same may be obtained for an amount of such premium being set forth on Schedule 6.9(b) of that, in the Company Disclosure Letter) per policy year of coverage under such tail policy; providedaggregate, further, that if does not exceed the cost per policy year of such insurance exceeds the Cap Amount, Parent shall purchase as much coverage per policy year as reasonably obtainable for the Cap AmountPremium Cap. (c) The provisions of this Section 6.6 shall survive the Effective Time and are intended to be for the benefit of, and shall be enforceable by, each Company Indemnified Party and his or her heirs and representatives. The indemnification provided for herein shall not be deemed exclusive of any other rights to which a Company Indemnified Party is entitled, whether pursuant to Law, contract or otherwise. If required by any written agreement or contract to which the Company or any of its Subsidiaries is bound, the provisions of this Section 6.6 shall apply to directors, officers, employees and fiduciaries (in each case, acting in such capacity) of any predecessor entity previously acquired by the Company or any of its Subsidiaries to the extent required by such written agreement or contract. (d) The obligations of the Surviving Corporation, Parent and the Company under this Section 6.6 shall not be terminated or modified after the Effective Time in a manner so as to adversely affect any Company Indemnified Party or any other person entitled to the benefit of this Section 6.6 without the prior written consent of the affected Company Indemnified Party. In the event that Parent, the Surviving Corporation or any of their Subsidiaries Parent or any of their respective successors or assignees assigns (i) consolidates with or merges into any other Person person and shall not be the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers or conveys all or substantially all a majority of its properties and assets to any Personperson, then, and in each such case, proper provisions provision shall be made so that the successors and assigns of Parent or the Surviving CorporationCorporation or Parent, as the case may be, shall assume succeed to the obligations set forth in this Section 6.9. The provisions 6.6. (e) During the Tail Period, 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 this Section 6.9 are intended to be for expenses relating thereto now existing in favor of any Company Indemnified Party as provided in the benefit ofCompany Charter, the Company Bylaws or any organizational documents of any Company Subsidiary or any indemnification agreement between such Company Indemnified Party and shall be enforceable by, each of the Indemnified Persons. The rights of the Indemnified Persons under this Section 6.9 are in addition to any rights such Indemnified Persons may have under the Organizational Documents of the Company or a Company Subsidiary, in each case, as in effect on the date of this Agreement, shall survive the Effective Time unchanged and shall not be amended, restated, repealed or otherwise modified in any manner that would adversely affect any right thereunder of its Subsidiaries, or under any applicable contracts or Lawsuch Company Indemnified Party.

Indemnification; Directors’ and Officers’ Insurance. (a) Without limiting any other rights that any Indemnified Person may have pursuant to any employment agreement or indemnification agreement in effect on From and after the date hereof or otherwise (which shall be assumed by the Surviving Corporation), from the Effective Time until the sixth anniversary of the Effective Acceleration Time, Parent and the Surviving Corporation shall, jointly and severally, indemnify, defend agrees that it will indemnify and hold harmless each Person who is nowharmless, or has been at any time prior to the date of this Agreement or who becomes prior fullest extent permitted under applicable Law (and Parent shall also advance thereto expenses as incurred to the Effective Timefullest extent permitted under applicable Law), each present and former director and officer of the Company and its Subsidiaries (collectively, the “Indemnified Parties”) against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of or related to such Indemnified Parties’ service as a director or officer of the Company or any of its Subsidiaries (the “Indemnified Persons”) against all losses, claims, damages, costs, fines, penalties, expenses (including attorneys’ and other professionals’ fees and expenses), liabilities or judgments or amounts that are paid in settlement, of or incurred in connection with any threatened or actual Proceeding to which such Indemnified Person is a party or is otherwise involved (including as a witness) based, in whole or in part, on or arising, in whole or in part, out of the fact that such Person is or was a director or officer of the Company or any of its Subsidiaries or is or was serving services performed by such persons at the request of the Company or any of its Subsidiaries as a director or officer of another corporation, partnership, limited liability company, joint venture, trust or other enterprise, as applicable, or by reason of anything done or not done by such Person in any such capacity, whether pertaining to any act or omission occurring or existing prior to, at or after, prior to the Effective Time and Time, whether asserted or claimed prior to, at or after the Effective Time (“Indemnified Liabilities”), including all Indemnified Liabilities based in whole Offer Closing or in part on, or arising in whole or in part out of, or pertaining to, this Agreement or the Transactions, in each case to the fullest extent permitted under applicable Law. For a period of six (6) years following the Effective Time, Parent if such Indemnified Party acted in good faith and the Surviving Corporation shall not amend, repeal or otherwise modify any provision in the Organizational Documents of the Surviving Corporation or its Subsidiaries in any manner that would affect (or manage the Surviving Corporation or its Subsidiaries, with the intent to or in a manner that would) adversely the rights thereunder such Indemnified Party reasonably believed to be in or under the Organizational Documents of the Surviving Corporation or any of its Subsidiaries of any Indemnified Person to indemnification, exculpation and advancement except not opposed to the extent required by applicable Law. For a period best interest of six (6) years following the Effective Time, Parent shall, and shall cause the Surviving Corporation and its Subsidiaries to, fulfill and honor any indemnification, expense advancement or exculpation agreements between the Company or any of its Subsidiaries Subsidiaries, as applicable, and, with respect to any criminal action or proceeding, such Indemnified Party had no reasonable cause to believe such Indemnified Party’s conduct was unlawful, 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 the any Indemnified Persons existing immediately prior to the Effective TimeParty. (b) Prior to the Acceleration Time, the Company shall and, if the Company is unable to, Parent and shall cause the Surviving Corporation will cause to be put in place, and Parent shall fully prepay immediately prior to as of the Effective Time, 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 insurance carrier with the same or better credit rating as the Company’s current insurance carrier as of the date hereof with respect to directors’ and officers’ liability insurance and fiduciary liability insurance (collectively, “D&O Insurance”) in an amount with terms, conditions, retentions and scope limits of liability that are at least as favorable to the insureds as the Company’s existing policies with respect to matters, acts any matter claimed against a director or omissions existing officer of the Company or occurring any of its Subsidiaries by reason of him or her serving in such capacity that existed or occurred at or prior to the Effective TimeTime (including in connection with this Agreement or the transactions or actions contemplated hereby); provided that the cost of the annual premium amount for such “tail” insurance policies does not exceed an amount equal to 300% of the annual premiums currently paid by the Company for such insurance; provided, further, that prior to the Company obtaining and fully paying for such D&O Insurance Policies, the Company shall consult with Parent regarding the procurement of such policies from an insurer with a claims rating at least equal to such rating for the Company’s current provider of D&O Insurance and shall permit Parent’s insurance advisor to participate in the process of negotiating such insurance and seeking to obtain such insurance on the most cost effective basis, and such insurance shall not be purchased unless the Company has provided at least 5 business days prior written notice to Parent; it being understood and agreed that if the Parent’s insurance advisor is able to obtain for the Company insurance that is less expensive but in all material respects equal to, the insurance proposed to be purchased by the Parent, then the Company will acquire such less expensive insurance. If the Company and the Surviving Corporation for any reason fail to obtain such insurance policies as of the Acceleration Time or the Effective Time, as applicable, the Surviving Corporation shall, and Parent shall cause the Surviving Corporation to, continue to maintain in effect for a period of at least six years from and after the Effective Time the D&O Insurance in place as of the date hereof with terms, conditions, retentions and limits of liability that are at least as favorable to the insureds as provided in the Company’s existing policies as of the date hereof, or the Surviving Corporation shall, and Parent shall cause the Surviving Corporation to, use reasonable best efforts to purchase comparable D&O Insurance for such six-year period with terms, conditions, retentions and limits of liability that are at least as favorable to the insureds as provided in the Company’s existing policies as of the date hereof; provided, however, that in no event shall Parent or the Surviving Corporation be required to spend more than expend for such policies pursuant to this sentence an annual premium amount in excess of 300% (the “Cap Amount”) of the last annual premium premiums currently paid by the Company prior to the date hereof (the amount of for such premium being set forth on Schedule 6.9(b) of the Company Disclosure Letter) per policy year of coverage under such tail policyinsurance; and provided, further, that if the cost per policy year annual premiums of such insurance exceeds coverage exceed such amount, the Cap Amount, Parent Surviving Corporation shall purchase as much obtain a policy with the greatest coverage per policy year as reasonably obtainable available for the Cap Amounta cost not exceeding such amount. (c) In the event that Parent, If Parent or the Surviving Corporation or any of their Subsidiaries or any of their respective successors or assignees assigns (i) consolidates shall consolidate with or merges merge into any other Person corporation or entity and shall not be the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers shall transfer all or substantially all of its properties and assets to any Personindividual, corporation or other entity, then, and in each such case, proper provisions shall be made so that the successors and assigns of Parent or the Surviving Corporation, as the case may be, Corporation shall assume all of the obligations set forth in this Section 6.9. 7.11. (d) The provisions of this Section 6.9 7.11 are intended to be for the benefit of, and shall be enforceable by, each of the Indemnified Persons. Parties, who are third party beneficiaries of this Section 7.11. (e) The rights of the Indemnified Persons Parties under this Section 6.9 are 7.11 shall be in addition to any rights such Indemnified Persons Parties may have under the Organizational Documents certificate of incorporation, bylaws or comparable governing documents of the Company or any of its Subsidiaries, or under any applicable contracts Contracts or LawLaws. 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 certificate of incorporation, bylaws or comparable governing documents of the Company and its Subsidiaries or any indemnification agreement between such Indemnified Party and the Company or any of its Subsidiaries shall survive the Offer and the Merger and shall not be amended, repealed or otherwise modified in any manner that would adversely affect any right thereunder of any such Indemnified Party.

Indemnification; Directors’ and Officers’ Insurance. (a) Without limiting any other rights that any Indemnified Person may have pursuant to any employment agreement or indemnification agreement in effect on the date hereof or otherwise For a period of no less than six (which shall be assumed by the Surviving Corporation), from the Effective Time until the sixth anniversary of 6) years after the Effective Time, Parent and the Surviving Corporation shall, jointly and severally, indemnify, defend shall indemnify and hold harmless each harmless, and provide advancement of expenses to, all current or former directors and officers of the Company or any of its Subsidiaries, any Person who is now, or has been at any time prior to the date of this Agreement or who becomes prior to the Effective Time, a director or officer of the Company or any of its Subsidiaries (prior to the “Indemnified Persons”) against all losses, claims, damages, costs, fines, penalties, expenses (including attorneys’ Effective Time and other professionals’ fees and expenses), liabilities any current or judgments or amounts that are paid in settlement, former director of or incurred in connection with any threatened or actual Proceeding to which such Indemnified Person is a party or is otherwise involved (including as a witness) based, in whole or in part, on or arising, in whole or in part, out of the fact that such Person is or was a director or officer of the Company or any of its Subsidiaries who is, was or is at any time prior to the Effective Time does serve as a director, officer, member, trustee or was serving fiduciary of another corporation, partnership joint venture, trust, pension plan or employee benefit plan at the request of or for the benefit of the Company or any of its Subsidiaries as a director (together with their respective heirs and representatives, the “Indemnified Parties”) to the fullest extent permitted by applicable Legal Requirements in respect of acts or officer of another corporation, partnership, limited liability company, joint venture, trust or other enterprise, as applicable, or by reason of anything done or not done by such Person in any such capacity, whether pertaining to any act or omission omissions occurring or existing prior to, alleged to have occurred at or after, prior to the Effective Time (including acts or omissions in connection with the approval of this Agreement and the consummation of the Merger and the related transactions), whether asserted or claimed prior to, at or after the Effective Time, in connection with such Persons serving as an officer or director of the Company or any of the Subsidiaries of the Company or, while a director or officer of the Company or any of its Subsidiaries, was serving at the request of the Company or any of the Subsidiaries of the Company as a director, officer, member, trustee or fiduciary of another corporation, partnership joint venture, trust, pension plan or employee benefit plan. The parties hereto agree that for six (6) years after the Effective Time all rights to elimination or limitation of liability, indemnification, exculpation or advancement of expenses for acts or omissions occurring or alleged to have occurred at or prior to the Effective Time (“Indemnified Liabilities”including acts or omissions in connection with the approval of this Agreement and the consummation of the Merger and the related transactions), including all whether asserted or claimed prior to, at or after the Effective Time, now existing in favor of the Indemnified Liabilities based Parties as provided in whole the Organizational Documents of the Company or any of its Subsidiaries or in part onany written agreement between the Company or any of its Subsidiaries and such Person that is publicly filed with the SEC or set forth in Part 2.11(c) of the Company Disclosure Schedule shall survive the Merger and shall continue in full force and effect. For six (6) years after the Effective Time, the Surviving Corporation shall cause to be maintained in effect the provisions in: (i) the Organizational Documents of the Company and each of the Subsidiaries of the Company; and (ii) any other agreements of the Company or arising in whole or in part out of, or pertaining to, this Agreement or any of the TransactionsSubsidiaries of the Company with any Indemnified Party, in each case case, regarding exculpation, elimination or limitation of liability, indemnification of officers and directors or other fiduciaries and advancement of expenses that are in existence on the date of this Agreement and is set forth in Part 2.11(c)) of the Company Disclosure Schedule, and no such provision shall be amended, modified or repealed in any manner that would adversely affect the rights or protections thereunder of any such Indemnified Party in respect of acts or omissions occurring or alleged to have occurred at or prior to the fullest extent permitted under applicable Law. Effective Time (including acts or omissions occurring in connection with the approval of this Agreement and the consummation of the Merger or any of the related transactions) without the consent of such Indemnified Party. (b) For a period of no less than six (6) years following the Effective Time, Parent and the Surviving Corporation shall not amend, repeal or otherwise modify any provision in the Organizational Documents of the Surviving Corporation or its Subsidiaries in any manner that would affect (or manage the Surviving Corporation or its Subsidiaries, with the intent to or in a manner that would) adversely the rights thereunder or under the Organizational Documents of the Surviving Corporation or any of its Subsidiaries of any Indemnified Person to indemnification, exculpation and advancement except to the extent required by applicable Law. For a period of six (6) years following the Effective Time, Parent shall, and shall cause the Surviving Corporation and its Subsidiaries to, fulfill and honor any indemnification, expense advancement or exculpation agreements between the Company or any of its Subsidiaries and any of the Indemnified Persons existing immediately prior to the Effective Time. (b) Parent and the Surviving Corporation will cause to be put maintained in place, and Parent shall fully prepay immediately prior to effect the Effective Time, “tail” insurance policies with a claims reporting or discovery period existing policy of at least six (6) years from the Effective Time (the “Tail Period”) 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 (or a comparable replacement policy) (the “D&O InsurancePolicy”) in an amount and scope at least as favorable as the Company’s existing policies with respect to matters, acts covering claims arising from facts or omissions existing or occurring events that occurred at or prior to the Effective TimeTime (including for acts or omissions occurring in connection with this Agreement and the consummation of the transactions contemplated by this Agreement) and covering each of the Company’s current directors and officers, in any case on terms with respect to coverage and amounts that are no less favorable than those terms in effect on the date of this Agreement; provided provided, however, that in no event shall Parent or the Surviving Corporation be required to spend more than expend in any one (1) year an amount in excess of 300% (the “Cap Amount”) of the last current annual premium paid by the Company prior to the date hereof (the amount of such which annual premium being is set forth on Schedule 6.9(bin Part 4.13(b) of the Company Disclosure LetterSchedule) per policy year of coverage under for such tail policyinsurance (such 300% amount, the “Maximum Annual Premium”); providedand provided further, furtherhowever, that if the cost per policy year annual premium of such insurance coverage exceeds the Cap AmountMaximum Annual Premium, Parent and the Surviving Corporation shall be obligated to obtain a policy with the greatest comparable coverage available for a cost not exceeding the Maximum Annual Premium. Notwithstanding anything to the contrary in this Agreement, in lieu of Parent’s obligations under the first sentence of this Section 4.13(b), the Company may, or if the Company is unable to, Parent may on its behalf, prior to the Effective Time, purchase a six-year “tail” prepaid policy on the D&O Policy with an annual cost not in excess of the Maximum Annual Premium, and in the event that Parent or the Company shall purchase such a “tail” policy, Parent and the Surviving Corporation shall maintain such “tail” policy in full force and effect and continue to honor their respective obligations thereunder, in lieu of all other applicable obligations of Parent and the Surviving Corporation under the first sentence of this Section 4.13(b) for so long as much coverage per such “tail” policy year as reasonably obtainable for shall be maintained in full force and effect. Notwithstanding anything in this Section 4.13 to the Cap Amountcontrary, if any Indemnified Party notifies Parent on or prior to the sixth anniversary of the Effective Time of a matter in respect of which such Person may seek indemnification pursuant to this Section 4.13, the provisions of this Section 4.13 that require the Surviving Corporation to indemnify and advance expenses shall continue in effect with respect to such matter until the final disposition of all claims, actions, investigations, suits and proceedings relating thereto. (c) In the event that ParentThe obligations under this Section 4.13 shall not be terminated, the Surviving Corporation amended or otherwise modified in such a manner as to adversely affect any of their Subsidiaries Indemnified Party (or any of their respective successors or assignees (i) consolidates with or merges into any other Person who is a beneficiary under the D&O Policy or the “tail” policy referred to in Section 4.13(b) and shall not be the continuing or surviving corporation or entity any of such consolidation Person’s heirs, executors, beneficiaries or merger representatives) without the prior written consent of such affected Indemnified Party or (ii) transfers all or substantially all of its properties and assets to any Person, then, in each such case, proper provisions shall be made so that other Person who is a beneficiary under the successors and assigns of Parent D&O Policy or the Surviving Corporation“tail” policy referred to in Section 4.13(b) (and, as after the case may bedeath of any of the foregoing Persons, shall assume such Person’s heirs, executors, beneficiaries or representatives). Each of the obligations set forth Indemnified Parties or other Persons who are beneficiaries under the D&O Policy or the “tail” policy referred to in this Section 6.9. The provisions 4.13(b) (and, after the death of this Section 6.9 any of the foregoing Persons, such Person’s heirs and representatives) are intended to be for the benefit ofthird party beneficiaries of this Section 4.13, and shall be enforceable by, each with full rights of the Indemnified Personsenforcement as if a party thereto. The rights of the Indemnified Parties (and other Persons who are beneficiaries under the D&O Policy or the “tail” policy referred to in Section 4.13(b) (and their heirs and representatives)) under this Section 6.9 are 4.13 shall be in addition to to, and not in substitution for, any other rights that such Indemnified Persons may have under the Organizational Documents of the Company or any of its Subsidiaries, any and all indemnification agreements of or entered into by the Company or any of its Subsidiaries, or applicable Legal Requirements (whether at law or in equity). (d) In the event that Parent, the Surviving Corporation or any of their respective Subsidiaries (or any of their respective successors or assigns) shall consolidate or merge with any other Person and shall not be the continuing or surviving corporation or entity in such consolidation or merger, then in each case, to the extent necessary to protect the rights of the Indemnified Parties and other Persons who are beneficiaries under any applicable contracts the D&O Policy or Lawthe “tail” policy referred to in Section 4.13(b) (and their respective heirs and representatives), proper provision shall be made so that the continuing or surviving corporation or entity (or its successors or assigns, if applicable) shall assume the obligations set forth in this Section 4.13.

Indemnification; Directors’ and Officers’ Insurance. (a) Without limiting In the event of any other rights that any Indemnified Person may have pursuant to any employment agreement threatened or indemnification agreement in effect on the date hereof actual claim, action, suit, proceeding or otherwise investigation, whether civil, criminal or administrative (which shall be assumed by the Surviving Corporationa “Claim”), from the Effective Time until the sixth anniversary of the Effective Time, Parent and the Surviving Corporation shall, jointly and severally, indemnify, defend and hold harmless each Person including any such Claim in which any individual who is now, or has been at any time prior to before the date of this Agreement Agreement, or who becomes prior to before the Effective Time, a director director, officer or officer employee of the Company or any of its Subsidiaries (the “Indemnified Persons”) against all losses, claims, damages, costs, fines, penalties, expenses (including attorneys’ and other professionals’ fees and expenses), liabilities or judgments or amounts that are paid in settlement, of or incurred in connection with any threatened or actual Proceeding to which such Indemnified Person is a party or is otherwise involved (including as a witness) based, in whole or in part, on or arising, in whole or in part, out of the fact that such Person is or was a director or officer of the Company Seller or any of its Subsidiaries or who is or was serving at the request of the Company Seller or any of its Subsidiaries as a director director, officer or officer employee of another corporation, partnership, limited liability company, joint venture, trust or other enterprise, as applicable, or by reason of anything done or not done by such Person in any such capacity, whether pertaining to any act or omission occurring or existing prior to, at or after, person (the Effective Time and whether asserted or claimed prior to, at or after the Effective Time (“Indemnified LiabilitiesParties”), including all Indemnified Liabilities is, or is threatened to be, made a party based in whole or in part on, or arising in whole or in part out of, or pertaining toto (i) the fact that he is or was a director, officer or employee of Seller or any of its Subsidiaries before the Effective Time or (ii) this Agreement or any of the Transactionstransactions contemplated by this Agreement, whether asserted or arising before or after the Effective Time, the Parties shall cooperate and use their best efforts to defend against and respond thereto. All rights to indemnification and exculpation from liabilities for acts or omissions occurring at or before the Effective Time now existing in each case favor of any Indemnified Party as provided in their respective articles of incorporation or bylaws (or comparable organizational documents), and any existing indemnification agreements set forth on Section 6.6(a) of the Seller Disclosure Schedule, shall survive the Merger and shall continue in full force and effect in accordance with their terms, and shall not be amended, repealed or otherwise modified after the Effective Time in any manner that would adversely affect the rights thereunder of such individuals for acts or omissions occurring at or before the Effective Time or taken at the request of Buyer pursuant to Section 6.7, it being understood that nothing in this sentence shall require any amendment to the articles of incorporation or bylaws of the Surviving Corporation. (b) From and after the Effective Time, the Surviving Corporation shall, to the fullest extent permitted under by applicable Law. For law, indemnify, defend and hold harmless, and provide advancement of reasonable expenses to, each Indemnified Party against all losses, claims, damages, costs, expenses (including reasonable attorney fees and expenses), liabilities or judgments or amounts that are paid in settlement of or in connection with any Claim 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 period director, officer or employee of six (6) years following Seller or any Subsidiary of Seller, and pertaining to any matter existing or occurring, or any acts or omissions occurring, at or before the Effective Time, Parent whether asserted or claimed before, or at or after, the Effective Time (including matters, acts or omissions occurring in connection with the approval of this Agreement and the Surviving Corporation shall not amend, repeal or otherwise modify any provision in the Organizational Documents consummation of the Surviving Corporation transactions contemplated hereby) or its Subsidiaries in any manner that would affect taken at the request of Buyer pursuant to Section 6.7. (or manage c) Buyer shall cause the Surviving Corporation or its Subsidiaries, with the intent to or in a manner that would) adversely the rights thereunder or under the Organizational Documents individuals serving as officers and directors of the Surviving Corporation Seller or any of its Subsidiaries of any Indemnified Person immediately before the Effective Time to indemnification, exculpation and advancement except to the extent required by applicable Law. For be covered for a period of six (6) years following the Effective Time, Parent shall, and shall cause the Surviving Corporation and its Subsidiaries to, fulfill and honor any indemnification, expense advancement or exculpation agreements between the Company or any of its Subsidiaries and any of the Indemnified Persons existing immediately prior to the Effective Time. (b) Parent and the Surviving Corporation will cause to be put in place, and Parent shall fully prepay immediately prior to the Effective Time, “tail” insurance policies with a claims reporting or discovery period of at least six (6) years from the Effective Time (by the “Tail Period”) 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 maintained by Seller (“D&O Insurance”) in an amount and scope provided that Buyer may substitute therefor policies of at least as favorable as the Company’s existing policies same coverage and amounts containing terms and conditions that are not less advantageous to such officers and directors than such policy) with respect to matters, acts or omissions existing or occurring at or prior to before the Effective TimeTime that were committed by such officers and directors in their capacity as such; provided that in no event shall Parent Buyer be required to spend more than expend annually in the aggregate an amount in excess of 300% of the annual premiums currently paid by Seller (which current amount is set forth on Section 6.6(c) of the Seller Disclosure Schedule) for such insurance (the “Cap Insurance Amount”) of the last annual premium paid by the Company prior to the date hereof (the amount of such premium being set forth on Schedule 6.9(b) of the Company Disclosure Letter) per policy year of coverage under such tail policy; ), and provided, further, that if Buyer is unable to maintain such policy (or such substitute policy) as a result of the cost per policy year of such insurance exceeds the Cap Amountpreceding proviso, Parent Buyer shall purchase obtain as much coverage per policy year comparable insurance as reasonably obtainable is available for the Cap Insurance Amount. (cd) In the event that Parent, the Surviving Corporation or any of their Subsidiaries or any of their respective successors or assignees (i) consolidates with or merges into any other Person and shall not be the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers all or substantially all of its properties and assets to any Person, then, in each such 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 the obligations set forth in this Section 6.9. The provisions of this Section 6.9 6.6 shall survive the Effective Time and are intended to be for the benefit of, and shall be enforceable by, each of the Indemnified Persons. The rights of the Indemnified Persons under this Section 6.9 are in addition to any rights such Indemnified Persons may have under the Organizational Documents of the Company Party and his or any of its Subsidiaries, or under any applicable contracts or Lawher heirs and representatives.

Indemnification; Directors’ and Officers’ Insurance. (a) Without limiting In the event of any other rights that any Indemnified Person may have pursuant to any employment agreement threatened or indemnification agreement in effect on the date hereof actual claim, action, suit, proceeding or otherwise investigation, whether civil, criminal or administrative (which shall be assumed by the Surviving Corporationa “Claim”), from the Effective Time until the sixth anniversary of the Effective Time, Parent and the Surviving Corporation shall, jointly and severally, indemnify, defend and hold harmless each Person including any such Claim in which any individual who is now, or has been at any time prior to before the date of this Agreement Agreement, or who becomes prior to before the Effective Time, a director director, officer or officer employee of the Company Vantage, Piedmont or any of its Subsidiaries (the “Indemnified Persons”) against all losses, claims, damages, costs, fines, penalties, expenses (including attorneys’ and other professionals’ fees and expenses), liabilities or judgments or amounts that are paid in settlement, of or incurred in connection with any threatened or actual Proceeding to which such Indemnified Person is a party or is otherwise involved (including as a witness) based, in whole or in part, on or arising, in whole or in part, out of the fact that such Person is or was a director or officer of the Company or any of its their Subsidiaries or who is or was serving at the request of the Company Vantage, Piedmont or any of its their Subsidiaries as a director director, officer or officer employee of another corporation, partnership, limited liability company, joint venture, trust or other enterprise, as applicable, or by reason of anything done or not done by such Person in any such capacity, whether pertaining to any act or omission occurring or existing prior to, at or after, person (the Effective Time and whether asserted or claimed prior to, at or after the Effective Time (“Indemnified LiabilitiesParties”), including all Indemnified Liabilities is, or is threatened to be, made a party based in whole or in part on, or arising in whole or in part out of, or pertaining toto (i) the fact that he is or was a director, officer or employee of Vantage, Piedmont or any of their Subsidiaries before the Effective Time or (ii) this Agreement or any of the Transactionstransactions contemplated by this Agreement, whether asserted or arising before or after the Effective Time, the Parties shall cooperate and use their best efforts to defend against and respond thereto. All rights to indemnification and exculpation from liabilities for acts or omissions occurring at or before the Effective Time now existing in each case favor of any Indemnified Party as provided in their respective articles of incorporation or bylaws (or comparable organizational documents), and any existing indemnification agreements set forth on Section 7.6(a) of the Vantage Disclosure Schedule or the Piedmont Disclosure Schedule, shall survive the Mergers and shall continue in full force and effect in accordance with their terms, and shall not be amended, repealed or otherwise modified after the Effective Time in any manner that would adversely affect the rights thereunder of such individuals for acts or omissions occurring at or before the Effective Time or taken at the request of Yadkin pursuant to Section 7.7, it being understood that nothing in this sentence shall require any amendment to the certificate of incorporation or bylaws of the Surviving Corporation. (b) From and after the Effective Time, the Surviving Corporation shall, to the fullest extent permitted under by applicable Law. For law, indemnify, defend and hold harmless, and provide advancement of reasonable expenses to, each Indemnified Party against all losses, claims, damages, costs, expenses, liabilities or judgments or amounts that are paid in settlement of or in connection with any Claim based in whole or in part on or arising in whole or in part out of the fact that such person is or was a director, officer or employee of Vantage, Piedmont or any Subsidiary of Vantage or Piedmont, and pertaining to any matter existing or occurring, or any acts or omissions occurring, at or before the Effective Time, whether asserted or claimed before, or at or after, the Effective Time (including matters, acts or omissions occurring in connection with the approval of this Agreement and the consummation of the transactions contemplated hereby) or taken at the request of Yadkin pursuant to Section 7.7. (c) Yadkin shall cause the individuals serving as officers and directors of Vantage and Piedmont or any of their Subsidiaries immediately before the Effective Time to be covered for a period of six (6) years following the Effective Time, Parent and the Surviving Corporation shall not amend, repeal or otherwise modify any provision in the Organizational Documents of the Surviving Corporation or its Subsidiaries in any manner that would affect (or manage the Surviving Corporation or its Subsidiaries, with the intent to or in a manner that would) adversely the rights thereunder or under the Organizational Documents of the Surviving Corporation or any of its Subsidiaries of any Indemnified Person to indemnification, exculpation and advancement except to the extent required by applicable Law. For a period of six (6) years following the Effective Time, Parent shall, and shall cause the Surviving Corporation and its Subsidiaries to, fulfill and honor any indemnification, expense advancement or exculpation agreements between the Company or any of its Subsidiaries and any of the Indemnified Persons existing immediately prior to the Effective Time. (b) Parent and the Surviving Corporation will cause to be put in place, and Parent shall fully prepay immediately prior to the Effective Time, “tail” insurance policies with a claims reporting or discovery period of at least six (6) years from the Effective Time (by the “Tail Period”) 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 maintained by Vantage (“D&O Insurance”) in an amount and scope provided that Yadkin may substitute therefor policies of at least as favorable as the Company’s existing policies same coverage and amounts containing terms and conditions that are not less advantageous to such officers and directors than such policy) with respect to matters, acts or omissions existing or occurring at or prior to before the Effective Time; provided Time that were committed by such officers and directors in no event shall Parent be required to spend more than 300% (the “Cap Amount”) of the last annual premium paid by the Company prior to the date hereof (the amount of such premium being set forth on Schedule 6.9(b) of the Company Disclosure Letter) per policy year of coverage under such tail policy; provided, further, that if the cost per policy year of such insurance exceeds the Cap Amount, Parent shall purchase their capacity as much coverage per policy year as reasonably obtainable for the Cap Amountsuch. (cd) In the event that Parent, the Surviving Corporation or any of their Subsidiaries or any of their respective successors or assignees (i) consolidates with or merges into any other Person and shall not be the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers all or substantially all of its properties and assets to any Person, then, in each such 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 the obligations set forth in this Section 6.9. The provisions of this Section 6.9 7.6 shall survive the Effective Time and are intended to be for the benefit of, and shall be enforceable by, each of the Indemnified Persons. The rights of the Indemnified Persons under this Section 6.9 are in addition to any rights such Indemnified Persons may have under the Organizational Documents of the Company Party and his or any of its Subsidiaries, or under any applicable contracts or Lawher heirs and representatives.

Indemnification; Directors’ and Officers’ Insurance. (a) Without limiting any other rights that any Indemnified Person (as defined below) or Person may have pursuant to the Company’s Organizational Documents or any employment agreement or any indemnification agreement in effect on the date hereof or otherwise (which shall be assumed by the Surviving Corporation)otherwise, from and after the Effective Time until the sixth (6th) anniversary of the Effective Time, Parent shall, and Parent shall cause the Surviving Corporation shall, jointly and severallyCompany to, indemnify, defend and hold harmless each Person who is now, or has been at any time prior to the date of this Agreement or who becomes prior to the Effective Time, a director or officer of the Company or any of its Subsidiaries or is or was serving at the request of the Company or any of its Subsidiaries as a director, officer, employee or agent of another corporation, partnership, limited liability company, joint venture, Employee Benefit Plan, trust or other enterprise (the “Indemnified Persons”) against and from all losses, claims, damages, costs, fines, penalties, expenses (including attorneys’ and other professionals’ fees and expenses), liabilities or judgments or amounts that are paid in settlementsettlement of, of or incurred in connection with any threatened or actual Proceeding to which such Indemnified Person is a party or is otherwise involved (including as a witness) based, in whole or in part, on or arising, in whole or in part, out of the fact that such Person is or was a director or officer of the Company or any of its Subsidiaries or is or was serving at the request of the Company or any of its Subsidiaries as a director or officer of another corporation, partnership, limited liability company, joint venture, Employee Benefit Plan, trust or other enterprise, as applicable, enterprise or by reason of anything done or not done by such Person in any such capacity, whether pertaining to any act or omission occurring or existing prior to, at or after, after the Effective Time and whether asserted or claimed prior to, at or after the Effective Time (“Indemnified Liabilities”), including all Indemnified Liabilities based in whole or in part on, or arising in whole or in part out of, or pertaining to, this Agreement or the Transactions, in each case case, to the fullest extent permitted any such Indemnified Person is entitled to be so indemnified by the Company or its applicable Subsidiaries on the date hereof. Without limiting the foregoing, in the event any such Proceeding is brought or threatened to be brought against any Indemnified Persons (whether arising before or after the Effective Time), (i) the Indemnified Persons may retain the Company’s regularly engaged legal counsel or other counsel satisfactory to such Indemnified Person, and Parent and the Surviving Company shall pay all reasonable fees and expenses of such counsel for the Indemnified Persons as promptly as statements therefor are received, and (ii) Parent and the Surviving Company shall use its reasonable best efforts to assist in the defense of any such matter. Any Indemnified Person wishing to claim indemnification or advancement of expenses under this Section 7.10, upon learning of any such Proceeding, shall notify the Surviving Company (but the failure so to notify shall not relieve a party from any obligations that it may have under this Section 7.10 except to the extent such failure materially prejudices such party’s position with respect to such claims). For the avoidance of doubt, Parent and the Surviving Company shall not have any obligation hereunder to indemnify an Indemnified Person to the extent that a court of competent jurisdiction has determined in a final and non-appealable order that such indemnification is prohibited by applicable Law. , in which case the Indemnified Person shall promptly refund Parent or the Surviving Company the amount of any non-indemnifiable expenses theretofore advanced pursuant hereto, if any. (b) For a period of six (6) years following the Effective Time, Parent and the Surviving Corporation Company shall not amend, repeal or otherwise modify any provision in the Organizational Documents of the Surviving Corporation Company or its Subsidiaries in any manner that would affect (or manage the Surviving Corporation or its Subsidiaries, with the intent to or in a manner that would) adversely the rights thereunder or under the Organizational Documents of the Surviving Corporation Company or any of its Subsidiaries of any Indemnified Person to indemnification, exculpation and advancement except to the extent required by applicable Law. For a period of six (6) years following the Effective Time, Parent The Surviving Company and its Subsidiaries shall, and Parent shall cause the Surviving Corporation and its Subsidiaries them to, fulfill and honor any indemnification, expense advancement or exculpation agreements between the Company or any of its Subsidiaries and any of its directors, officers or employees existing on the Indemnified Persons existing immediately prior to the Effective Timedate of this Agreement. (bc) Parent and the The Surviving Corporation will cause to be Company shall put in place, and Parent shall fully prepay immediately prior to the Effective Time, “tail” insurance policies (collectively, the “D&O Insurance”) with a claims reporting or discovery period of at least six (6) years from the Effective Time (the “Tail Period”) 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 (“D&O Insurance”) in an amount and scope at least as favorable as the Company’s existing policies with respect to matters, acts or omissions existing or occurring at or prior to the Effective Time; provided provided, however, that in no event Parent shall Parent not be required to spend more than pay an annual premium for the D&O Insurance in excess of (for any one year) 300% (the “Cap Amount”) of the last annual premium paid by the Company prior to for such insurance as of the date hereof (the amount of such premium being set forth on Schedule 6.9(b) of the Company Disclosure Letter) per policy year of coverage under such tail policythis Agreement; and provided, further, that if the cost per policy year annual premiums of such insurance exceeds coverage exceed such amount, the Cap AmountSurviving Company shall be obligated to obtain a policy with the greatest coverage available, Parent shall purchase as much coverage per policy year as reasonably obtainable with respect to facts, acts, events or omissions occurring prior to the Effective Time, for the Cap Amounta cost not exceeding such amount. (cd) In the event that Parent, the Surviving Corporation Company or any Subsidiary of their Subsidiaries the Surviving Company, or any of their respective successors or assignees assigns, (i) consolidates with or merges into any other Person and shall not be the continuing or surviving corporation company or entity of such consolidation or merger or (ii) transfers all or substantially all of its properties and assets to any Person, then, in each such case, proper provisions shall be made so that the successors and assigns of Parent or Parent, the Surviving CorporationCompany or such Subsidiary of the Surviving Company, as the case may be, shall assume the obligations set forth in this Section 6.97.10. The provisions of this Section 6.9 7.10 are intended to be for the benefit of, and shall be enforceable by, the parties and each of the Indemnified PersonsPerson entitled to indemnification or insurance coverage or expense advancement pursuant to this Section 7.10, and his, her or its heirs and personal representatives. The rights of the Indemnified Persons under this Section 6.9 7.10 are in addition to any rights such Indemnified Persons may have under the Organizational Documents of the Company or any of its Subsidiaries, or under any applicable contracts or Law. Parent and the Surviving Company shall pay all expenses, including attorneys’ fees, that may be incurred by any Indemnified Person in enforcing the indemnity and other obligations provided in this Section 7.10.

Indemnification; Directors’ and Officers’ Insurance. (a) Without limiting any other rights that any Indemnified Person may have pursuant to any employment agreement or indemnification agreement in effect on the date hereof or otherwise (which shall be assumed by the Surviving Corporation), from the Effective Time until the sixth anniversary of From and after the Effective Time, Parent and the Surviving Corporation shall, jointly and severally, indemnify, defend shall indemnify and hold harmless each Person who is nowharmless, or has been at any time prior to the date of this Agreement or who becomes prior to the Effective Timefullest extent permitted by applicable law, a each present and former director or and officer of the Company or any of and its Subsidiaries (in each case, when acting in such capacity) (collectively, the “Company Indemnified PersonsParties”) against all lossesany costs or expenses (including reasonable attorneys’ fees), claims, damages, costsjudgments, fines, penaltieslosses, expenses (including attorneys’ and other professionals’ fees and expenses), damages or liabilities or judgments or amounts that are paid in settlement, of or incurred in connection with any threatened or actual Proceeding to which such Indemnified Person is a party claim, action, suit, proceeding or is otherwise involved (including as a witness) basedinvestigation, whether civil, criminal, administrative or investigative, whether arising before or after the Effective Time, arising in whole or in partpart out of, on or arisingpertaining to, in whole or in part, out of the fact that such Person person is or was a director or officer of the Company or any of its Subsidiaries or is or was serving at the request of the Company or any of its Subsidiaries as a director or officer of another corporation, partnership, limited liability company, joint venture, trust or other enterprise, as applicable, or by reason of anything done or not done by such Person in any such capacity, whether person and pertaining to any act or omission occurring or existing prior to, at or after, the Effective Time and whether asserted or claimed prior to, at or after the Effective Time (“Indemnified Liabilities”), including all Indemnified Liabilities based in whole or in part on, or arising in whole or in part out of, or pertaining to, this Agreement or the Transactions, in each case to the fullest extent permitted under applicable Law. For a period of six (6) years following the Effective Time, Parent and the Surviving Corporation shall not amend, repeal or otherwise modify any provision in the Organizational Documents of the Surviving Corporation or its Subsidiaries in any manner that would affect (or manage the Surviving Corporation or its Subsidiaries, with the intent to or in a manner that would) adversely the rights thereunder or under the Organizational Documents of the Surviving Corporation or any of its Subsidiaries of any Indemnified Person to indemnification, exculpation and advancement except to the extent required by applicable Law. For a period of six (6) years following the Effective Time, Parent shall, and shall cause the Surviving Corporation and its Subsidiaries to, fulfill and honor any indemnification, expense advancement or exculpation agreements between the Company or any of its Subsidiaries and any of the Indemnified Persons existing immediately prior to the Effective Time. (b) Parent and the Surviving Corporation will cause to be put in place, and Parent shall fully prepay immediately prior to the Effective Time, “tail” insurance policies with a claims reporting or discovery period of at least six (6) years from the Effective Time (the “Tail Period”) 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 (“D&O Insurance”) in an amount and scope at least as favorable as the Company’s existing policies with respect to matters, acts or omissions existing or occurring at or prior to the Effective Time, including matters, acts or omissions occurring in connection with the approval of this Agreement and the transactions contemplated by this Agreement; and Parent shall also advance expenses as incurred by such Company Indemnified Party to the fullest extent permitted by applicable law; provided that the Company Indemnified Party to whom expenses are advanced provides an undertaking to repay such advances if it is ultimately determined that such Company Indemnified Party is not entitled to indemnification. Parent shall reasonably cooperate with the Company Indemnified Party, and the Company Indemnified Party shall reasonably cooperate with Parent, in the defense of any such claim, action, suit, proceeding or investigation. (b) For a period of six (6) years after the Effective Time, Parent shall maintain in effect the current policies of directors’ and officers’ liability insurance maintained by the Company (provided that Parent may substitute therefor policies with a substantially comparable insurer of at least the same coverage and amounts containing terms and conditions which are no event less advantageous to the insured) with respect to claims against the present and former officers and directors of the Company or any of its Subsidiaries arising from facts or events which occurred at or before the Effective Time (including the transactions contemplated by this Agreement); provided that Parent shall Parent not be required obligated to spend more than expend, on an annual basis, an amount in excess of 300% of the current annual premium paid as of the date hereof by the Company for such insurance (the “Cap AmountPremium Cap”) ), and if such premiums for such insurance would at any time exceed the Premium Cap, then Parent shall cause to be maintained policies of insurance which, in Parent’s good faith determination, provide the maximum coverage available at an annual premium equal to the Premium Cap. In lieu of the last annual premium paid by foregoing, Parent may (and with the prior consent of Parent, the Company may use its reasonable best efforts to) obtain at or prior to the date hereof (Effective Time a six-year “tail” policy under the Company’s existing directors and officers insurance policy providing equivalent coverage to that described in the preceding sentence if and to the extent that the same may be obtained for an amount of such premium being set forth on Schedule 6.9(b) of that, in the aggregate, does not exceed the Premium Cap. If Parent or the Company Disclosure Letter) per policy year of coverage under purchases such a “tail policy; provided, further, that if the cost per policy year of such insurance exceeds the Cap Amount, ,” Parent shall purchase as much coverage per policy year as reasonably obtainable for the Cap Amountmaintain such “tail policy” in full force and effect and continue to honor its obligations thereunder. (c) In The obligations of Parent and the event that Parent, the Surviving Corporation or any of their Subsidiaries or any of their respective successors or assignees (i) consolidates with or merges into any other Person and Company under this Section 6.7 shall not be terminated or modified after the continuing Effective Time in a manner so as to adversely affect any Company Indemnified Party or surviving corporation or entity any other person entitled to the benefit of such consolidation or merger or (ii) transfers all or substantially all of its properties and assets to any Person, then, in each such 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 the obligations set forth in this Section 6.9. 6.7 without the prior written consent of the affected Company Indemnified Party or affected person. (d) The provisions of this Section 6.9 6.7 shall survive the Effective Time and are intended to be for the benefit of, and shall be enforceable by, each of the Company Indemnified PersonsParty and his or her heirs and representatives. The rights of the Indemnified Persons under this Section 6.9 are in addition to any rights such Indemnified Persons may have under the Organizational Documents of the Company If Parent or any of its Subsidiariessuccessors or assigns will consolidate with or merge into any other entity and not be the continuing or surviving entity of such consolidation or merger, transfer all or under substantially all of its assets or deposits to any applicable contracts other entity or Lawengage in any similar transaction, then in each case to the extent the obligations set forth in this Section 6.7 are not otherwise transferred and assumed by such successors and assigns by operation of law or otherwise, Parent will cause proper provision to be made so that the successors and assigns of Parent will expressly assume the obligations set forth in this Section 6.7.

Indemnification; Directors’ and Officers’ Insurance. (a) Without limiting any other rights that any Indemnified Person may have pursuant to any employment agreement or indemnification agreement in effect on the date hereof or otherwise (which shall be assumed by the Surviving Corporation), from the Effective Time until the sixth anniversary of After the Effective Time, Parent and in the Surviving Corporation shallevent of any threatened or actual claim, jointly and severallyaction, indemnifysuit, defend and hold harmless each Person proceeding or investigation, whether civil, criminal or administrative, including any such claim, action, suit, proceeding or investigation in which any individual who is now, or has been at any time prior to the date of this Agreement Agreement, or who becomes prior to the Effective Time, a director director, officer or officer employee of the Company or any of its Subsidiaries (the “Indemnified Persons”) against all losses, claims, damages, costs, fines, penalties, expenses (including attorneys’ and other professionals’ fees and expenses), liabilities or judgments or amounts that are paid in settlement, of or incurred in connection with any threatened or actual Proceeding to which such Indemnified Person is a party or is otherwise involved (including as a witness) based, in whole or in part, on or arising, in whole or in part, out of the fact that such Person is or was a director or officer of the Company or any of its Subsidiaries or who is or was serving at the request of the Company or any of its the Company Subsidiaries as a director director, officer, employee or officer agent of another corporation, partnership, limited liability company, joint venture, trust or other enterprise, as applicable, or by reason of anything done or not done by such Person in any such capacity, whether pertaining to any act or omission occurring or existing prior to, at or after, (the Effective Time and whether asserted or claimed prior to, at or after the Effective Time (“Indemnified LiabilitiesParties”), including all Indemnified Liabilities is, or is threatened to be, made a party based in whole or in part on, or arising in whole or in part out of, or pertaining toto (i) the fact that such individual is or was a director, officer or employee of the Company or any of the Company Subsidiaries or (ii) this Agreement or any of the Transactions, in each case whether asserted or arising before or after the Effective Time, Parent will, and will cause the Surviving Corporation to, indemnify, defend and hold harmless, such Indemnified Parties against such claims, actions, suits or proceedings, to the fullest extent that would be permitted under applicable LawDelaware corporate Law as of the Effective Time (including reimbursement for reasonable fees and expenses incurred in advance of the final disposition of any claim, suit, proceeding or investigation to each Indemnified Party). For From and after the Effective Time, Parent will, and will cause the Surviving Corporation to, fulfill and honor in all respects the obligations of the Company to indemnify, defend and hold harmless, the Indemnified Parties as provided in the Company Charter and the Company Bylaws in effect on the date of this Agreement, and any agreement listed in the Company Disclosure Letter, except that, to the extent any such matter arises out of service by any individual as a director or officer of Parent as of or after the Merger, such indemnity will be provided in accordance with the Parent Charter and Parent Bylaws, as in effect from time to time, and any director and officer indemnification agreements between Parent and such Person. (b) Parent will use its reasonable best efforts to cause the individuals covered by the Company’s directors’ and officers’ liability insurance immediately prior to the Effective Time to be covered for a period of six years after the Effective Time by the directors’ and officers’ liability insurance as in effect on the Measurement Date, and if that is not practicable, then such insurance not substantially less favorable to the insured than the policy maintained by the Company as of the Measurement Date (6such other insurance may include so-called “tail” policies, of at least the same coverage and amounts containing terms and conditions that are not less advantageous than the Company’s policy as in effect on the Measurement Date) with respect to acts or omissions occurring prior to the Effective Time that were committed by such officers and directors in their capacity as such, and provided further that in no event will Parent be required to expend in any year an amount in excess of 300% of the annual aggregate premiums currently paid by the Company for such insurance (the “Maximum Premium”). Notwithstanding anything to the contrary, prior to the Effective Time, the Company may purchase a “tail” insurance policy to cover for a period of six years following after the Effective Time the individuals covered by the Company’s directors’ and officers’ liability insurance immediately prior to the Effective Time; provided that the amount paid by the Company for such “tail” policy will not exceed an amount equal to 300% of the annual aggregate premiums currently paid by the Company for such insurance. In the event that the Company purchases such a “tail” policy prior to the Effective Time, Parent and the Surviving Corporation shall will maintain such “tail” policy in full force and effect and continue to honor their respective obligations thereunder. If insurance coverage cannot amendbe obtained at all, repeal or otherwise modify any provision can only be obtained at an annual premium in the Organizational Documents excess of the Surviving Corporation or its Subsidiaries in any manner that would affect (or manage the Surviving Corporation or its SubsidiariesMaximum Premium, with the intent to or in a manner that would) adversely the rights thereunder or under the Organizational Documents Parent will maintain policies of the Surviving Corporation or any of its Subsidiaries of any Indemnified Person to indemnification, exculpation directors’ and advancement except officers’ insurance obtainable for an annual premium equal to the extent required by applicable Law. For a period of six (6) years following the Effective Time, Parent shall, and shall cause the Surviving Corporation and its Subsidiaries to, fulfill and honor any indemnification, expense advancement or exculpation agreements between the Company or any of its Subsidiaries and any of the Indemnified Persons existing immediately prior to the Effective TimeMaximum Premium. (bc) This Section 6.6 will survive the Effective Time and is expressly intended to be for the benefit of, and will be enforceable by the Indemnified Parties and their respective heirs and personal representatives and will be binding on Parent and the Surviving Corporation will cause to be put in place, and Parent shall fully prepay immediately prior to the Effective Time, “tail” insurance policies with a claims reporting or discovery period of at least six (6) years from the Effective Time (the “Tail Period”) from an insurance carrier with the same or better credit rating as the Company’s current insurance carrier with respect to directors’ their respective successors and officers’ liability insurance (“D&O Insurance”) in an amount and scope at least as favorable as the Company’s existing policies with respect to matters, acts or omissions existing or occurring at or prior to the Effective Time; provided that in no event shall Parent be required to spend more than 300% (the “Cap Amount”) of the last annual premium paid by the Company prior to the date hereof (the amount of such premium being set forth on Schedule 6.9(b) of the Company Disclosure Letter) per policy year of coverage under such tail policy; provided, further, that if the cost per policy year of such insurance exceeds the Cap Amount, Parent shall purchase as much coverage per policy year as reasonably obtainable for the Cap Amount. (c) assigns. In the event that Parent, Parent or the Surviving Corporation or any of their Subsidiaries or any of their respective successors or assignees assigns (i) consolidates with or merges into any other Person and shall will not be the continuing or surviving corporation or entity of in such consolidation or merger or (ii) transfers all or substantially all of its properties and assets to any Person, then, and in each such case, proper provisions shall provision will be made so that the successors successor and assigns assign of Parent or the Surviving Corporation, as the case may be, shall assume honor the obligations set forth with respect to Parent or the Surviving Corporation, as the case may be, in this Section 6.9. The provisions of this Section 6.9 are intended to be for the benefit of, and shall be enforceable by, each of the Indemnified Persons. The rights of the Indemnified Persons under this Section 6.9 are in addition to any rights such Indemnified Persons may have under the Organizational Documents of the Company or any of its Subsidiaries, or under any applicable contracts or Law6.6.

Indemnification; Directors’ and Officers’ Insurance. (a) Without limiting any other additional rights that any Indemnified Person present or former manager, director, officer, trustee, agent, or fiduciary may have under any indemnification agreement or under the Company Charter, the Company Bylaws, Parent Charter or Parent Bylaws or, if applicable, comparable organizational documents of any Company Subsidiary or Parent Subsidiary, from and after the Company Merger Effective Time until the sixth (6th) anniversary of the Closing Date, Parent shall: (i) indemnify and hold harmless each person who is at the date hereof, was previously, or during the period from the date hereof through the date of the Company Merger Effective Time, serving as a manager, director, officer, trustee, member or fiduciary, in each case to the extent such persons are otherwise entitled to indemnification pursuant to any employment agreement or indemnification agreement the terms of the organizational documents of the Company and the Company Subsidiaries as in effect on the date hereof or otherwise (which shall be assumed by the Surviving Corporation)hereof, from the Effective Time until the sixth anniversary of the Effective Time, Parent and the Surviving Corporation shall, jointly and severally, indemnify, defend and hold harmless each Person who is nowCompany, or has been at any time prior to the date of this Agreement or who becomes prior to the Effective Time, a director or officer of the Company Subsidiaries or Parent or any of its Parent Subsidiaries and acting in such capacity (collectively, the “Indemnified PersonsParties”) against all to the fullest extent authorized or permitted by applicable Law as now or hereafter in effect, in connection with any Claim and any losses, claims, damages, liabilities, costs, Claim Expenses, judgments, fines, penalties, expenses penalties and amounts paid in settlement (including attorneys’ all interest, assessments and other professionals’ fees and expenses), liabilities charges paid or judgments or amounts that are paid in settlement, of or incurred payable in connection with or in respect of any threatened thereof) relating to or actual Proceeding resulting from such Claim; and (ii) promptly pay on behalf of or advance to which each of the Indemnified Parties, in each case to the extent such persons are otherwise entitled to payment or advancement of expenses pursuant to the terms of the organizational documents of the Company and the Company Subsidiaries as in effect on the date hereof, any Claim Expenses incurred in defending, serving as a witness with respect to or otherwise participating with respect to any Claim in advance of the final disposition of such Claim, including payment on behalf of or advancement to the Indemnified Party of any Claim Expenses incurred by such Indemnified Person Party in connection with enforcing any rights with respect to such indemnification and/or advancement, in each case without the requirement of any bond or other security, but subject to (A) Parent’s receipt of an undertaking by or on behalf of such Indemnified Party to repay such Claim Expenses if it is determined by a party court of competent jurisdiction in a final, nonappealable judgment that such Indemnified Party is not entitled to be indemnified and (B) a good faith affirmation by such Indemnified Party of such Indemnified Party’s compliance with the standard of conduct required herein; provided, that Parent shall not be liable for any amounts paid in settlement effected without its prior written consent, as applicable, and shall not be obligated to pay the fees and expenses of more than one counsel (selected by a plurality of the applicable Indemnified Parties) for all Indemnified Parties in any jurisdiction with respect to any single Claim except to the extent the Indemnified Party is advised by counsel that such Indemnified Party has conflicting interests with one or is otherwise involved more other Indemnified Parties in the outcome of such action (in which event such Indemnified Party shall be entitled to engage separate counsel, the fees and expenses for which Parent shall be liable). The indemnification and advancement obligations of Parent pursuant to this Section 7.5(a) shall be limited to acts or omissions occurring at or before the Company Merger Effective Time and any Claim relating thereto (including as a witness) basedwith respect to any acts or omissions occurring in connection with the approval of this Agreement, in whole or in part, on or arising, in whole or in part, out the Mergers and the consummation of the fact that such Person is other transactions contemplated by this Agreement, including the consideration and approval thereof and the process undertaken in connection therewith and any Claim relating thereto), and all rights to indemnification and advancement conferred hereunder shall continue as to a person who has ceased to be a director, officer, trustee, employee, agent, member or was a director or officer fiduciary of the Company or Parent or any of its the Company Subsidiaries or Parent Subsidiaries after the date hereof and shall inure to the benefit of such person’s heirs, executors and personal and legal representatives. As used in this Section 7.5(a), (I) the term “Claim” means any threatened, asserted, pending or completed Action, suit or proceeding or inquiry or investigation, whether instituted by any Party hereto, any Governmental Authority or any other Person, that any Indemnified Party in good faith believes might lead to the institution of any Action, suit or proceeding, whether civil, criminal, administrative, investigative or other, including any arbitration or other alternative dispute resolution mechanism, arising out of or pertaining to (x) matters that relate to such Indemnified Party’s duties or service as a manager, director, officer, trustee, employee, agent, member or fiduciary of the Company or Parent or any of the Company Subsidiaries or Parent Subsidiaries or, to the extent such person is or was serving at the request or for the benefit of the Company or Parent or any of its the Company Subsidiaries as a director or officer Parent Subsidiaries, any other entity or any Benefit Plan maintained by any of another corporation, partnership, limited liability company, joint venture, trust or other enterprise, as applicable, or by reason of anything done or not done by such Person in any such capacity, whether pertaining to any act or omission occurring or existing prior to, at or after, the Effective Time and whether asserted or claimed prior to, at or after the Effective Time (“Indemnified Liabilities”), including all Indemnified Liabilities based in whole or in part on, or arising in whole or in part out of, or pertaining to, this Agreement or the Transactionsforegoing, in each case to the fullest extent permitted under applicable Law. For a period of six (6) years following the Effective Timecase, Parent and the Surviving Corporation shall not amend, repeal or otherwise modify any provision in the Organizational Documents of the Surviving Corporation or its Subsidiaries in any manner that would affect (or manage the Surviving Corporation or its Subsidiaries, with the intent to or in a manner that would) adversely the rights thereunder or under the Organizational Documents of the Surviving Corporation or any of its Subsidiaries of any Indemnified Person to indemnification, exculpation and advancement except to the extent required by applicable Law. For a period of six (6) years following the Effective Time, Parent shall, and shall cause the Surviving Corporation and its Subsidiaries to, fulfill and honor any indemnification, expense advancement or exculpation agreements between the Company or any of its Subsidiaries and any of the Indemnified Persons existing immediately prior to the Effective Time. (b) Parent and the Surviving Corporation will cause to be put in place, and Parent shall fully prepay immediately prior to the Effective Time, “tail” insurance policies with a claims reporting or discovery period of at least six (6) years from the Effective Time (the “Tail Period”) 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 (“D&O Insurance”) in an amount and scope at least as favorable as the Company’s existing policies with respect to matters, acts or omissions existing or occurring at or prior to the Company Merger Effective Time; provided that in no event shall Parent be required to spend more than 300% , and (the “Cap Amount”y) of the last annual premium paid by the Company prior to the date hereof (the amount of such premium being set forth on Schedule 6.9(b) of the Company Disclosure Letter) per policy year of coverage under such tail policy; provided, further, that if the cost per policy year of such insurance exceeds the Cap Amount, Parent shall purchase as much coverage per policy year as reasonably obtainable for the Cap Amount. (c) In the event that Parent, the Surviving Corporation this Agreement or any of their Subsidiaries the transactions contemplated hereby, including the Mergers; and (II) the term “Claim Expenses” means reasonable attorneys’ fees and all other reasonable costs, expenses and obligations (including experts’ fees, travel expenses, court costs, retainers, transcript fees, duplicating, printing and binding costs, as well as telecommunications, postage and courier charges) paid or incurred in connection with investigating, defending, being a witness in or participating in (including on appeal), or preparing to investigate, defend, be a witness in or participate in, any of their respective successors Claim for which indemnification is authorized pursuant to this Section 7.5(a), including any Action relating to a claim for indemnification or assignees (i) consolidates with or merges into any other Person and advancement brought by an Indemnified Party. The Parent shall not be settle, compromise or consent to the continuing entry of any judgment in any actual or surviving corporation threatened Claim in respect of which indemnification has been sought by an Indemnified Party hereunder unless such settlement, compromise or entity judgment includes an unconditional release of such consolidation Indemnified Party from all liability arising out of such Claim, or merger or (ii) transfers all or substantially all of its properties and assets to any Person, then, in each such 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 the obligations set forth in this Section 6.9. The provisions of this Section 6.9 are intended to be for the benefit of, and shall be enforceable by, each of the Indemnified Persons. The rights of the Indemnified Persons under this Section 6.9 are in addition to any rights such Indemnified Persons may have under the Organizational Documents of the Company or any of its Subsidiaries, or under any applicable contracts or LawParty otherwise consents thereto.