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

Indemnification; Directors’ and Officers’ Insurance. (a) From and after the Effective Time, Parent and the Surviving Company shall indemnify and hold harmless to the fullest extent as such individuals would be indemnified as of the date of this Agreement under applicable Law, the Company’s Organizational Documents and any indemnification agreements in effect as of the date of this Agreement, each present and former (determined as of the Effective Time) director and officer of the Company or any of its Subsidiaries or any Person who prior to or at the Effective Time served at the request of the Company or any of its Subsidiaries as a director or officer of another Person in which the Company or any of its Subsidiaries has an equity investment, in each case, when acting in such capacity (the “Indemnified Parties”), against any costs or expenses (including reasonable attorneys’ fees, costs and expenses), judgments, inquiries, fines, losses, claims, damages or liabilities incurred in connection with, arising out of or otherwise related to any Proceeding, in connection with, arising out of or otherwise related to matters existing or occurring at or prior to the Effective Time, whether asserted or claimed prior to, at or after the Effective Time, including in connection with (i) this Agreement or the Transactions, and (ii) actions to enforce this provision or any other indemnification or advancement right of any Indemnified Party, and Parent and the Surviving Company shall also advance expenses as incurred to the fullest extent that such individual would have been entitled to under applicable Law, the Company’s Organizational Documents and any indemnification agreements in effect as of the date of this Agreement; provided, that any Person to whom expenses are advanced provides an undertaking to repay such advances if it is ultimately determined by final adjudication that such Person is not entitled to indemnification. (b) Prior to the Effective Time, the Company shall purchase (and pay in full the aggregate premium for) “tail” insurance policies (“Tail Policies”) for the extension of (i) the directors’ and officers’ liability coverage of the Company’s existing directors’ and officers’ insurance policies, and (ii) the Company’s existing fiduciary liability insurance policies, in each case for a claims reporting or discovery period of six years from and after the Effective Time (the “Tail Period”) from one or more insurance carriers with the same or better credit rating as the Company’s insurance carrier as of the date of this Agreement with respect to directors ‘and officers’ liability insurance and fiduciary liability insurance (collectively, “D&O Insurance”) with terms, conditions, retentions and limits of liability that are no less favorable in the aggregate to the insureds as the Company’s existing policies with respect to matters existing or occurring at or prior to the Effective Time (including in connection with this Agreement or the Transactions). If the Company fails to obtain such “tail” insurance policies as of the Effective Time, Parent shall continue to maintain in effect for the Tail Period the D&O Insurance in place as of the date of this Agreement with terms, conditions, retentions and limits of liability that are no less favorable in the aggregate to the insureds as provided in the Company’s existing policies as of the date of this Agreement, or Parent shall purchase comparable D&O Insurance for the Tail Period with terms, conditions, retentions and limits of liability that are no less favorable in the aggregate as provided in the Company’s existing policies as of the date of this Agreement; provided, that in no event shall the aggregate cost the Tail Policies and the D&O Insurance exceed during the Tail Period 300% of the current aggregate annual premium paid by the Company for such purpose for the 2023 fiscal year (which fiscal year 2023 premiums are hereby represented and warranted by the Company to be as set forth in Section 7.14(b) of the Company Disclosure Letter); and provided, further, that if the cost of such insurance coverage exceeds such amount, Parent or the Company shall obtain a policy with the greatest amount of D&O Insurance available for a cost not exceeding such amount.

Indemnification; Directors’ and Officers’ Insurance. (a) From and after Following the Effective Time, Parent and the Surviving Company shall indemnify and hold harmless FSIC shall, to the fullest extent as such individuals would be indemnified as of the date of this Agreement permitted under applicable Law, Law and as set forth in the Company’s Organizational Documents and any indemnification agreements in effect as of the date of this Indemnification Agreement, dated July 22, 2018, by and between CCT and each member of CCT’s Board of Directors, indemnify, defend and hold harmless and advance expenses to the present and former (determined as directors and officers of the Effective Time) director and officer of the Company CCT or any of its Consolidated Subsidiaries or any Person who prior to or at the Effective Time served at the request of the Company or any of its Subsidiaries as a director or officer of another Person in which the Company or any of its Subsidiaries has an equity investment, (in each case, when acting in such capacity capacity) (each, an “Indemnified Party” and collectively, the “Indemnified Parties”), ) against any all costs or expenses (including including, but not limited to, reasonable attorneys’ fees actually incurred, reasonable experts’ fees, costs reasonable travel expenses, court costs, transcript fees and expensestelecommunications, postage and courier charges), judgments, inquiries, fines, losses, claims, damages damages, penalties, amounts paid in settlement or other liabilities (collectively, “Indemnified Liabilities”) incurred in connection with, with any Proceeding arising out of actions or otherwise related to any Proceeding, in connection with, arising out of or otherwise related to matters existing or omissions occurring at or prior to the Effective TimeTime (including the Transactions). In the event of any such Indemnified Liabilities, whether asserted or claimed prior to, at or after the Effective Time, including in connection with (i) this Agreement or the Transactions, and (ii) actions FSIC shall advance to enforce this provision or any other indemnification or advancement right of any such Indemnified Party, upon request, reimbursement of documented expenses reasonably and Parent and the Surviving Company shall also advance expenses as actually incurred to the fullest extent that such individual would have been entitled to permitted under applicable Law, Law provided that the Company’s Organizational Documents and any indemnification agreements in effect as of the date of this Agreement; provided, that any Person to whom expenses are advanced advanced, or someone on his or her behalf, provides an undertaking to repay such advances if it is ultimately determined by final adjudication that such Person is not entitled to indemnificationindemnification and complies with other applicable provisions imposed under the Investment Company Act and interpretations thereof by the SEC or its staff and (ii) FSIC and the applicable Indemnified Parties shall cooperate in the defense of such matter. (b) Prior to the Effective Time, CCT shall, and, if CCT is unable to, FSIC shall, cause the Surviving Company shall purchase (or its successor, effective as of the Effective Time, to obtain and fully pay in full the aggregate premium for) for a “tail” insurance policies (“Tail Policies”) policy for the extension of (i) the directors’ and officers’ liability coverage of the CompanyCCT’s existing directors’ and officers’ insurance policies, and (ii) the Company’s existing fiduciary liability insurance policies, in each case policies for a claims reporting or discovery period of six years from and after the Effective Time (the “Tail Period”) from one or more insurance carriers with the same or better credit rating as the Company’s insurance carrier as of the date of this Agreement with respect to directors ‘coverage and officers’ liability insurance amounts not less than, and fiduciary liability insurance (collectively, “D&O Insurance”) with terms, conditions, retentions terms and limits of liability conditions that are no not materially less favorable in the aggregate advantageous to the insureds as the Companyas, CCT’s existing policies with respect to matters existing or occurring at or prior to the Effective Time (including in connection with this Agreement or the Transactions“Current D&O Insurance”). If CCT and the Surviving Company fails or its successor for any reason fail to obtain such “tail” insurance policies policy as of the Effective Time, Parent the Surviving Company or its successor shall, and FSIC shall cause the Surviving Company or its successor to, continue to maintain in effect for the Tail Period the Current D&O Insurance in place as of the date of this Agreement with termscoverage and amounts not less than, conditions, retentions and limits of liability terms and conditions that are no not materially less favorable in the aggregate advantageous to the insureds as as, provided in the Company’s existing policies as of the date of this AgreementCurrent D&O Insurance, or Parent the Surviving Company or its successor shall, and FSIC shall cause the Surviving Company or its successor to, purchase comparable D&O Insurance insurance for the Tail Period with terms, conditions, retentions and limits of liability that are no less favorable in the aggregate as provided in the Company’s existing policies as of the date of this AgreementPeriod; provided, that in no event shall the aggregate annual cost the Tail Policies and the D&O Insurance of such insurance exceed during the Tail Period 300% of the current aggregate annual premium paid by the Company CCT for such purpose for the 2023 fiscal year (which fiscal year 2023 premiums are hereby represented and warranted by the Company to be as set forth in Section 7.14(b) of the Company Disclosure Letter)purpose; and provided, further, that if the cost of such insurance coverage exceeds such amount, Parent the Surviving Company or the Company its successor shall obtain a policy with the greatest amount of D&O Insurance coverage available for a cost not exceeding such amount. (c) Any Indemnified Party wishing to claim indemnification under Section 7.5(a), upon learning of any Proceeding described above, shall promptly notify FSIC in writing; provided, that the failure to so notify shall not affect the obligations of FSIC under Section 7.5(a) unless FSIC is materially prejudiced as a consequence. (d) If FSIC or any of its successors or assigns consolidates with or merges into any other entity and is not the continuing or surviving entity of such consolidation or merger or transfers all or substantially all of its assets to any other entity, then and in each such case, FSIC shall cause proper provision to be made so that the successors and assigns of FSIC shall assume the obligations set forth in this Section 7.5. (e) The provisions of this Section 7.5 are (i) intended to be for the benefit of, and shall be enforceable by, each Indemnified Party and his or her heirs and representatives and (ii) in addition to, and not in substitution for, any other rights to indemnification or contribution that any such person may have by Contract or otherwise.

Indemnification; Directors’ and Officers’ Insurance. (a) From The Company and, from and after the Effective Time, Parent and the Surviving Company Corporation, shall indemnify indemnify, defend and hold harmless to the fullest extent as such individuals would be indemnified as of the date of this Agreement under applicable Law, the Company’s Organizational Documents and any indemnification agreements in effect as of the date of this Agreement, each present and former (determined as of the Effective Time) director officers, directors, employees and officer agents of the Company or any of and its Subsidiaries or any Person who prior to or at the Effective Time served at the request of the Company or any of its Subsidiaries as a director or officer of another Person in which the Company or any of its Subsidiaries has an equity investment, in each case, when acting in such capacity (the “"Indemnified Parties”)") against all judgments, against any fines, losses, claims, damages, costs or expenses (including reasonable attorneys’ ' fees, costs and expenses), judgments, inquiries, fines, losses, claims, damages ) or liabilities incurred in connection with, arising out of or otherwise related to any Proceedingmatters, in connection with, arising out of actions or otherwise related to matters existing omissions or occurring at alleged actions or prior to the Effective Time, whether asserted or claimed prior to, at or after the Effective Time, including in connection with (i) this Agreement or the Transactions, and (ii) actions to enforce this provision or any other indemnification or advancement right of any Indemnified Party, and Parent and the Surviving Company shall also advance expenses as incurred to the fullest extent that such individual would have been entitled to under applicable Law, the Company’s Organizational Documents and any indemnification agreements in effect as of the date of this Agreement; provided, that any Person to whom expenses are advanced provides an undertaking to repay such advances if it is ultimately determined by final adjudication that such Person is not entitled to indemnification. (b) Prior to the Effective Time, the Company shall purchase (and pay in full the aggregate premium for) “tail” insurance policies (“Tail Policies”) for the extension of (i) the directors’ and officers’ liability coverage of the Company’s existing directors’ and officers’ insurance policies, and (ii) the Company’s existing fiduciary liability insurance policies, in each case for a claims reporting or discovery period of six years from and after the Effective Time (the “Tail Period”) from one or more insurance carriers with the same or better credit rating as the Company’s insurance carrier as of the date of this Agreement with respect to directors ‘and officers’ liability insurance and fiduciary liability insurance (collectively, “D&O Insurance”) with terms, conditions, retentions and limits of liability that are no less favorable in the aggregate to the insureds as the Company’s existing policies with respect to matters existing or omissions occurring at or prior to the Effective Time whether asserted or claimed prior to or after the Effective Time (i) to the full extent permitted by New York law or, if the protections afforded thereby to an Indemnified Person are greater, (ii) to the same extent and on the same terms and conditions (including with respect to advancement of expenses) provided for in connection the Company's Certificate of Incorporation, as amended, and Bylaws and agreements in effect at the date hereof (to the extent consistent with this Agreement or applicable law), which provisions shall survive the Transactions)Merger and continue in full force and effect after the Effective Time. If Without limiting the Company fails foregoing, (i) HK shall, and shall cause the Surviving Corporation to, periodically advance expenses (including attorney's fees) as incurred by an Indemnified Person with respect to obtain the foregoing to the full extent permitted under applicable law, and (ii) any determination required to be made with respect to whether an Indemnified Party shall be entitled to indemnification shall, if requested by such “tail” insurance policies as of Indemnified Party, be made by independent legal counsel selected by the Surviving Corporation and reasonably satisfactory to such Indemnified Party. (b) HK agrees that the Company, and, from and after the Effective Time, Parent the Surviving Corporation, shall continue cause to maintain be maintained in effect for not less than six years from the Tail Period Effective Time the D&O Insurance policies of the directors' and officers' liability insurance maintained by the Company and in place effect as of September 1, 1999; provided that the date Surviving Corporation may substitute therefor other policies of this Agreement with terms, conditions, retentions at least the same coverage amounts and limits of liability that are no which contain terms and conditions not less favorable in the aggregate advantageous to the insureds as provided in the Company’s existing policies as beneficiaries of the date of this Agreementcurrent policies and, or Parent shall purchase comparable D&O Insurance for the Tail Period with terms, conditions, retentions and limits of liability that are no less favorable in the aggregate as provided in the Company’s existing policies as of the date of this Agreement; providedfurther, that such substitution shall not result in no event any gaps or lapses in coverage with respect to matters occurring on or prior to the Effective Time; and provided further, that the Surviving Corporation shall the aggregate cost the Tail Policies and the D&O Insurance exceed during the Tail Period 300not be required to pay an annual premium in excess of 200% of the current aggregate last annual premium paid by the Company prior to the date hereof and if the Surviving Corporation is unable to obtain the insurance required by this Section 5.6(b) it shall obtain as much comparable insurance as possible for an annual premium equal to such purpose for maximum amount. (c) This Section 5.6 shall survive the 2023 fiscal year (which fiscal year 2023 premiums are hereby represented consummation of the Merger at the Effective Time, is intended to benefit the Company, the Surviving Corporation and warranted the Indemnified Parties, shall be binding on all successors and assigns of HK and the Surviving Corporation, and shall be enforceable by the Company to be as set forth in Section 7.14(b) of the Company Disclosure Letter); and provided, further, that if the cost of such insurance coverage exceeds such amount, Parent or the Company shall obtain a policy with the greatest amount of D&O Insurance available for a cost not exceeding such amountIndemnified Parties.

Indemnification; Directors’ and Officers’ Insurance. (a) From and after the Effective Time, Parent and Alphabet shall, or shall cause the Surviving Company shall Corporation to, indemnify and hold harmless to the fullest extent as such individuals would be indemnified as of the date of this Agreement under applicable Law, the Company’s Organizational Documents and any indemnification agreements in effect as of the date of this Agreement, each present and former (determined as of the Effective Time) director and officer of the Company Abacus or any of its Subsidiaries or any Person who prior to or at the Effective Time served at the request of the Company or any of its Subsidiaries as a director or officer of another Person in which the Company or any of its Subsidiaries has an equity investment, in each case, (when acting in such capacity capacity) (the “"Indemnified Parties”"), against any costs or expenses (including reasonable attorneys’ ' fees, costs and expenses), judgments, inquiries, fines, losses, claims, damages or liabilities incurred in connection withwith any claim, arising out of action, suit, proceeding or otherwise related to any Proceedinginvestigation, in connection withwhether civil, arising out of criminal, administrative or otherwise related to matters investigative, for acts or omissions existing or occurring at or prior to the Effective Time, whether asserted or claimed prior to, at or after the Effective Time, including in connection with to the fullest extent permitted under the DGCL or other applicable law, as applicable (i) this Agreement and Alphabet shall, or the Transactions, and (ii) actions to enforce this provision or any other indemnification or advancement right of any Indemnified Party, and Parent and shall cause the Surviving Company shall Corporation to, also advance expenses as incurred to the fullest extent that such individual would have been entitled to permitted under the DGCL or other applicable Lawlaw, provided the Company’s Organizational Documents and any indemnification agreements in effect as of the date of this Agreement; provided, that any Person to whom expenses are advanced provides an undertaking to repay such advances if it is ultimately determined by final adjudication that such Person is not entitled to indemnification). (b) Prior Alphabet shall maintain, or cause the Surviving Corporation to the Effective Timemaintain, the Company shall purchase (a policy of officers' and pay in full the aggregate premium for) “tail” insurance policies (“Tail Policies”) for the extension of (i) the directors’ and officers’ liability coverage of the Company’s existing directors’ and officers’ insurance policies, and (ii) the Company’s existing fiduciary ' liability insurance policies, in each case for a claims reporting or discovery period of six years from acts and after the Effective Time (the “Tail Period”) from one or more insurance carriers with the same or better credit rating as the Company’s insurance carrier as of the date of this Agreement with respect to directors ‘and officers’ liability insurance and fiduciary liability insurance (collectively, “D&O Insurance”) with terms, conditions, retentions and limits of liability that are no less favorable in the aggregate to the insureds as the Company’s existing policies with respect to matters existing or omissions occurring at or prior to the Effective Time (including "D&O Insurance") with coverage in connection with this Agreement or the Transactions). If the Company fails to obtain such “tail” amount and scope at least as favorable as its existing directors' and officers' liability insurance policies as coverage for a period of six years after the Effective Time; provided, Parent however, if the existing D&O Insurance expires, is terminated or canceled, or if the annual premium therefor is increased to an amount in excess of 200% of the last annualized premium paid prior to this date (the "Current Premium"), in each case during such six year period, Alphabet shall, or shall continue to maintain in effect for cause the Tail Period the Surviving Corporation to, obtain D&O Insurance in place an amount and scope as of the date of this Agreement with terms, conditions, retentions and limits of liability that are no less favorable in the aggregate to the insureds great as provided in the Company’s existing policies as of the date of this Agreement, or Parent shall purchase comparable D&O Insurance can be obtained for the Tail Period with terms, conditions, retentions and limits remainder of liability that are no less favorable such period for a premium not in the aggregate as provided in the Company’s existing policies as excess (on an annualized basis) of the date of this Agreement; provided, that in no event shall the aggregate cost the Tail Policies and the D&O Insurance exceed during the Tail Period 300200% of the current aggregate annual premium paid by Current Premium. (c) If Alphabet or the Company for Surviving Corporation or any of their respective successors or assigns (i) shall consolidate with or merge into any other corporation or other entity and shall not be the continuing or surviving corporation or entity of the consolidation or merger or (ii) shall transfer all or substantially all of its properties and assets to any individual, corporation or other entity, then and in each such purpose for case, proper provisions shall be made so that the 2023 fiscal year (which fiscal year 2023 premiums are hereby represented successors and warranted by assigns of Alphabet or the Company to be as Surviving Corporation shall assume all of the obligations set forth in this Section 7.14(b6.11. (d) The provisions of this Section 6.11 are intended to be for the benefit of, and shall be enforceable by, each of the Company Disclosure Letter); Indemnified Parties, their heirs and provided, further, that if the cost of such insurance coverage exceeds such amount, Parent or the Company shall obtain a policy with the greatest amount of D&O Insurance available for a cost not exceeding such amounttheir representatives.

Indemnification; Directors’ and Officers’ Insurance. (a) From and after Following the First Effective Time, Parent and the Surviving Company shall indemnify and hold harmless PIF shall, to the fullest extent as such individuals would be indemnified as of the date of this Agreement permitted under applicable Law, indemnify, defend and hold harmless and advance expenses to the Company’s Organizational Documents and any indemnification agreements in effect as of the date of this Agreement, each present and former (determined as directors and officers of the Effective Time) director and officer of the Company SLIC or any of its Consolidated Subsidiaries or any Person who prior to or at the Effective Time served at the request of the Company or any of its Subsidiaries as a director or officer of another Person in which the Company or any of its Subsidiaries has an equity investment, (in each case, when acting in such capacity capacity) (each, an “Indemnified Party” and collectively, the “Indemnified Parties”), ) against any all costs or expenses (including reasonable attorneys’ fees actually incurred, reasonable experts’ fees, costs reasonable travel expenses, court costs, transcript fees and expensestelecommunications, postage and courier charges), judgments, inquiries, fines, losses, claims, damages damages, penalties, amounts paid in settlement or other liabilities (collectively, “Indemnified Liabilities”) incurred in connection with, with any Proceeding arising out of actions or otherwise related to any Proceeding, in connection with, arising out of or otherwise related to matters existing or omissions occurring at or prior to the First Effective TimeTime (including the Transactions). In the event of any such Indemnified Liabilities, whether asserted or claimed prior to, at or after the Effective Time, including in connection with (i) this Agreement or the Transactions, and (ii) actions PIF shall advance to enforce this provision or any other indemnification or advancement right of any such Indemnified Party, upon request, reimbursement of documented expenses reasonably and Parent and the Surviving Company shall also advance expenses as actually incurred to the fullest extent that such individual would have been entitled to permitted under applicable Law, Law provided that the Company’s Organizational Documents and any indemnification agreements in effect as of the date of this Agreement; provided, that any Person to whom expenses are advanced advanced, or someone on his or her behalf, provides an undertaking to repay such advances if it is ultimately determined by final adjudication that such Person is not entitled to indemnificationindemnification and complies with other applicable provisions imposed under the Investment Company Act and interpretations thereof by the SEC or its staff and (ii) PIF and the applicable Indemnified Parties shall cooperate in the defense of such matter. (b) Prior Unless PIF and SLIC shall otherwise agree prior to the First Effective Time, PIF shall continue to maintain in effect for a minimum of six (6) years from and after the Company shall purchase First Effective Time (and pay in full the aggregate premium for) “tail” insurance policies (“Tail PoliciesInsurance Coverage Period”) for the extension of (i) the SLIC’s 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, policies in each case for a claims reporting or discovery period of six years from and after the Effective Time (the “Tail Period”) from one or more insurance carriers with the same or better credit rating as the Company’s insurance carrier place as of the date of this Agreement with respect to directors ‘and officers’ liability insurance and fiduciary liability insurance (collectively, “D&O Insurance”) with terms, conditions, retentions and limits of liability that are no less favorable in the aggregate to the insureds as the Company’s existing policies with respect to matters existing or occurring at or prior to the First Effective Time (including in connection with this Agreement or the Transactions). If the Company fails to obtain such “tail” insurance policies as of the Effective Timecoverage and amounts not less than, Parent shall continue to maintain in effect for the Tail Period the D&O Insurance in place as of the date of this Agreement with terms, conditions, retentions and limits of liability terms and conditions that are no not materially less favorable in the aggregate advantageous to the insureds as as, provided in the Company’s existing policies as of the date of this Agreementsuch current directors’ and officers’ liability policies, or Parent PIF shall purchase comparable D&O Insurance insurance for the Tail Period with terms, conditions, retentions and limits of liability that are no less favorable in the aggregate as provided in the Company’s existing policies as of the date of this AgreementInsurance Coverage Period; provided, that in no event shall the aggregate annual cost the Tail Policies and the D&O Insurance of such insurance exceed during the Tail Insurance Coverage Period 300% of the current aggregate annual premium paid by the Company SLIC for such purpose for the 2023 fiscal year (which fiscal year 2023 premiums are hereby represented and warranted by the Company to be as set forth in Section 7.14(b) of the Company Disclosure Letter)purpose; and provided, further, that if the cost of such insurance coverage exceeds such amount, Parent or the Company PIF shall obtain a policy with the greatest amount of D&O Insurance coverage available for a cost not exceeding such amount. (c) Any Indemnified Party wishing to claim indemnification under Section 7.3(a), upon learning of any Proceeding described above, shall promptly notify PIF in writing; provided, that the failure to so notify shall not affect the obligations of PIF under Section 7.3(a) unless PIF is materially prejudiced as a consequence. (d) If PIF or any of its successors or assigns consolidates with or merges into any other entity and is not the continuing or surviving entity of such consolidation or merger or transfers or otherwise disposes of all or substantially all of its assets to any other entity, then and in each such case, PIF shall cause proper provision to be made so that the successors and assigns of PIF shall assume the obligations set forth in this Section 7.3. (e) The provisions of this Section 7.3 are (i) intended to be for the benefit of, and shall be enforceable by, each Indemnified Party and his or her heirs and representatives and (ii) in addition to, and not in substitution for, any other rights to indemnification or contribution that any such person may have by Contract or otherwise.

Indemnification; Directors’ and Officers’ Insurance. (a) From and after the Effective Time, Parent and shall cause the Surviving Company shall Corporation to indemnify and hold harmless each person who is now, at any time has been or who becomes prior to the fullest Effective Time a "Director/officer" of the Company (as defined in Article 7 of the Company's Restated By-laws ("Article 7")), and their heirs and personal representatives (the "Indemnified Parties"), against any and all "Expenses" (as defined in Article 7) incurred in connection with any "Proceeding" (as defined in Article 7) arising out of or pertaining to any action or omission occurring prior to the Effective Time (including, without limitation, any Proceeding which arises out of or relates to the transactions contemplated by this Agreement), to the full extent as such individuals would be indemnified permitted under Massachusetts law and the Surviving Corporation's Restated By-laws in effect as of the date of this Agreement Effective Date or under applicable Law, the Company’s Organizational Documents and any indemnification agreements agreement in effect as of the date of this Agreement. (b) The Surviving Corporation shall control the defense of any such Proceeding with counsel selected by the Surviving Corporation, each present and former (determined as of the Effective Time) director and officer of the Company or any of its Subsidiaries or any Person who prior to or at the Effective Time served at the request of the Company or any of its Subsidiaries as a director or officer of another Person in which the Company or any of its Subsidiaries has an equity investment, in each case, when acting in such capacity (the “Indemnified Parties”), against any costs or expenses (including reasonable attorneys’ fees, costs and expenses), judgments, inquiries, fines, losses, claims, damages or liabilities incurred in connection with, arising out of or otherwise related to any Proceeding, in connection with, arising out of or otherwise related to matters existing or occurring at or prior counsel shall be reasonably acceptable to the Effective TimeIndemnified Party, whether asserted or claimed prior to, provided that the Indemnified Party shall be permitted to participate in the defense of such Proceeding at or after its own expense; except that the Effective Time, including Surviving Corporation shall pay as incurred the reasonable fees and expenses of counsel retained by an Indemnified Party in connection with the event that (i) this Agreement the Surviving Corporation and the Indemnified Party shall have mutually agreed on the retention of such counsel or the Transactions, and (ii) actions the named parties to enforce this provision or any other indemnification or advancement right Proceeding include both the Surviving Corporation and the Indemnified Party and representation of any both parties by the same counsel would be inappropriate, in the reasonable opinion of counsel to the Indemnified Party, due to actual or potential differing interests between them; and Parent provided, further, that if any D&O Insurance (as defined in paragraph (c) of this Section 6.6) 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 Surviving Company shall also advance expenses as incurred to the fullest extent that such individual would have been entitled to under applicable Law, provisions of the Company’s Organizational Documents and any indemnification agreements in effect 's D&O Insurance existing as of the date of this Agreement; provided, that then the provisions of such policy shall govern. Neither Parent nor the Surviving Corporation shall in any Person to whom expenses are advanced provides an undertaking to repay such advances if it is ultimately determined by final adjudication that such Person is event be liable for any settlement effected without its written consent, which consent shall not entitled to indemnificationbe withheld unreasonably. (bc) Prior For a period of not less than six years after the Effective Time, Parent or the Surviving Corporation shall maintain 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, on terms no less favorable than such insurance maintained in effect by the Company as of 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 125% of the last annual premium paid prior to the date hereof, but in such case shall purchase as much coverage as may be obtained for such amount. (d) The Restated Articles of Organization and pay in full the aggregate premium for) “tail” insurance policies (“Tail Policies”) for the extension of (i) the directors’ and officers’ liability coverage Restated By-laws of the Company’s existing directors’ Surviving Corporation shall contain the provisions with respect to indemnification set forth in the Restated Articles of Organization and officers’ insurance policiesRestated By-laws of the Surviving Corporation as of the Effective Date, and (ii) the Company’s existing fiduciary liability insurance policieswhich provisions shall not be amended, in each case for a claims reporting repealed or discovery period of six years from and otherwise modified after the Effective Time (in any manner that would adversely affect the “Tail Period”) from one or more insurance carriers with the same or better credit rating as the Company’s insurance carrier as rights thereunder of the date Indemnified Parties in respect of this Agreement with respect to directors ‘and officers’ liability insurance and fiduciary liability insurance (collectively, “D&O Insurance”) with terms, conditions, retentions and limits of liability that are no less favorable in the aggregate to the insureds as the Company’s existing policies with respect to matters existing actions or omissions occurring at or prior to the Effective Time (including in connection with including, without limitation, the transactions contemplated by this Agreement or the TransactionsAgreement), unless such modification is required by law. If Parent, Sub and the Company fails to obtain such “tail” insurance policies as agree that all rights existing in favor of the Effective Time, Parent shall continue to maintain any Indemnified Party under any indemnification agreement in effect for the Tail Period the D&O Insurance in place as of the date hereof shall survive the Merger and shall continue in full force and effect, without any amendment thereto. (e) The provisions of this Agreement with termsSection 6.6 are intended to be for the benefit of, conditionsand shall be enforceable by, retentions and limits of liability that are no less favorable in the aggregate to the insureds as provided in the Company’s existing policies as each of the date Indemnified Parties, his or her heir and his or her personal representatives and shall be binding on all successors and assigns of this AgreementParent, or Parent shall purchase comparable D&O Insurance for Sub, the Tail Period with terms, conditions, retentions and limits of liability that are no less favorable in the aggregate as provided in the Company’s existing policies as of the date of this Agreement; provided, that in no event shall the aggregate cost the Tail Policies Company and the D&O Insurance exceed during the Tail Period 300% of the current aggregate annual premium paid by the Company for such purpose for the 2023 fiscal year (which fiscal year 2023 premiums are hereby represented and warranted by the Company to be as set forth in Section 7.14(b) of the Company Disclosure Letter); and provided, further, that if the cost of such insurance coverage exceeds such amount, Parent or the Company shall obtain a policy with the greatest amount of D&O Insurance available for a cost not exceeding such amountSurviving Corporation.

Indemnification; Directors’ and Officers’ Insurance. (a) From and after Following the Effective Time, Parent and the Surviving Company shall indemnify and hold harmless TCPC shall, to the fullest extent as such individuals would be indemnified as of the date of this Agreement permitted under applicable Law, defend and hold harmless and advance expenses to the Company’s Organizational Documents and any indemnification agreements in effect as of the date of this Agreement, each present and former (determined as directors and officers of the Effective Time) director and officer of the Company BCIC or any of its Consolidated Subsidiaries or any Person who prior to or at the Effective Time served at the request of the Company or any of its Subsidiaries as a director or officer of another Person in which the Company or any of its Subsidiaries has an equity investment, (in each case, when acting in such capacity capacity) (each, an “Indemnified Party” and collectively, the “Indemnified Parties”), ) against any all costs or expenses (including including, but not limited to, reasonable attorneys’ fees actually incurred, reasonable experts’ fees, costs reasonable travel expenses, court costs, transcript fees and expensestelecommunications, postage and courier charges), judgments, inquiries, fines, losses, claims, damages damages, penalties, amounts paid in settlement or other liabilities (collectively, “Indemnified Liabilities”) incurred in connection with, with any Proceeding arising out of actions or otherwise related to any Proceeding, in connection with, arising out of or otherwise related to matters existing or omissions occurring at or prior to the Effective Time, whether asserted or claimed prior to, at or after the Effective Time, Time (including any matters arising in connection with (i) this Agreement or the Transactions, and (ii) actions to enforce this provision or any other indemnification or advancement right ). In the event of any such Indemnified Liabilities, (i) TCPC shall advance to such Indemnified Party, upon request, reimbursement of documented expenses reasonably and Parent and the Surviving Company shall also advance expenses as actually incurred to the fullest extent that such individual would have been entitled to permitted under applicable Law, Law provided that the Company’s Organizational Documents and any indemnification agreements in effect as of the date of this Agreement; provided, that any Person to whom expenses are advanced advanced, or someone on his or her behalf, provides an undertaking to repay such advances if it is ultimately determined by final adjudication that such Person is not entitled to indemnificationindemnification and complies with other applicable provisions imposed under the Investment Company Act and interpretations thereof by the SEC or its staff and (ii) TCPC and the applicable Indemnified Parties shall cooperate in the defense of such matter. (b) Prior Any Indemnified Party wishing to claim indemnification under Section 7.5(a), upon learning of any Proceeding described above, shall promptly notify TCPC in writing; provided that the failure to so notify shall not affect the obligations of TCPC under Section 7.5(a) unless TCPC is materially prejudiced as a consequence. (c) If TCPC or any of its successors or assigns consolidates with or merges into any other entity and is not the continuing or surviving entity of such consolidation or merger or transfers all or substantially all of its assets to any other entity, then and in each such case, TCPC shall cause proper provision to be made so that the successors and assigns of TCPC shall assume the obligations set forth in this Section 7.5. (d) The provisions of this Section 7.5 are (i) intended to be for the benefit of, and shall be enforceable by, each Indemnified Party and his or her heirs and representatives and (ii) in addition to, and not in substitution for, any other rights to indemnification or contribution that any such person may have by Contract or otherwise. (e) On or prior to the Effective Time, the Company shall purchase (and pay in full the aggregate premium for) “tail” insurance policies (“Tail Policies”) for the extension of (i) endorsement to 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 six years from and after the Effective Time (the “Tail Period”) from one or more insurance carriers with the same or better credit rating as the Company’s insurance carrier as of the date of this Agreement with respect to directors ‘and officers’ liability insurance and fiduciary liability insurance (collectively, “D&O Insurance”) with terms, conditions, retentions and limits of liability that are no less favorable in the aggregate to the insureds as the Company’s existing policies with respect to matters existing or occurring at or prior to the Effective Time (including in connection with this Agreement or the Transactions). If the Company fails to obtain such “tail” insurance policies as of the Effective Time, Parent shall continue to maintain in effect for the Tail Period the D&O Insurance in place as of the date of this Agreement with terms, conditions, retentions and limits of liability that are no less favorable in the aggregate to the insureds as provided in the Company’s existing policies as of the date of this Agreement, or Parent shall purchase comparable D&O Insurance for the Tail Period with terms, conditions, retentions and limits of liability that are no less favorable in the aggregate as provided in the Company’s existing policies as of the date of this Agreement; provided, that in no event shall the aggregate cost the Tail Policies and the D&O Insurance exceed during the Tail Period 300% of the current aggregate annual premium paid by the Company for such purpose for the 2023 fiscal year (which fiscal year 2023 premiums are hereby represented and warranted by the Company to be as policy set forth in Section 7.14(b7.5(e) of the Company BCIC Disclosure Letter); and provided, further, that if the cost of such insurance coverage exceeds such amount, Parent or the Company Schedule shall obtain a policy with the greatest amount of D&O Insurance available for a cost not exceeding such amounttake effect.

Indemnification; Directors’ and Officers’ Insurance. (a) From and after the Effective Time, Parent and the Surviving Company Corporation shall indemnify and hold harmless harmless, to the fullest extent as such individuals would be indemnified as of the date of this Agreement under permitted by applicable Law, the Company’s Organizational Documents and any indemnification agreements in effect as of the date of this Agreementlaw, each present and former (determined as director, officer or employee of the Effective Time) director Boston Private and officer of the Company or any of its Subsidiaries or any Person who prior to or at the Effective Time served at the request of the Company or any of its Subsidiaries as a director or officer of another Person in which the Company or any of its Subsidiaries has an equity investment, (in each case, when acting in such capacity capacity) (collectively, the “Boston Private Indemnified Parties”), ) against any costs or expenses (including reasonable attorneys’ fees, costs and expenses), judgments, inquiries, fines, losses, claims, damages or liabilities incurred in connection withwith any threatened or actual claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, whether arising before or after the Effective Time, arising in whole or in part out of, or pertaining to, (i) the fact that such person is or was a director, officer, or employee of Boston Private or otherwise related to any Proceeding, in connection with, arising out of its Subsidiaries or otherwise related to (ii) matters existing or occurring at or prior to the Effective Time, whether asserted including matters, acts or claimed prior to, at or after the Effective Time, including omissions occurring in connection with (i) the approval of this Agreement or and the Transactions, consummation of the transactions contemplated hereby; and (ii) actions to enforce this provision or any other indemnification or advancement right of any Indemnified Party, and Parent SVB Financial and the Surviving Company Corporation shall also advance expenses as incurred by such Boston Private Indemnified Party to the fullest same extent that as such individual would have been persons are entitled to under applicable Law, the Company’s Organizational Documents and any indemnification agreements in effect advancement of expenses as of the date of this AgreementAgreement by Boston Private pursuant to the Boston Private Articles of Organization, Boston Private’s Bylaws, the governing or organizational documents of any Boston Private Subsidiary and any indemnification agreements in existence as of the date hereof that have been disclosed to SVB Financial; provided, provided that any Person the Boston Private Indemnified Party to whom expenses are advanced provides an undertaking (in a reasonable and customary form) to repay such advances if it is ultimately determined by final adjudication that such Person Boston Private Indemnified Party is not entitled to indemnification. (b) Prior Subject to the following sentence, for a period of six (6) years after the Effective Time, the Company Surviving Corporation shall purchase (and pay cause to be maintained in full effect the aggregate premium for) “tail” insurance current policies (“Tail Policies”) for the extension of (i) the directors’ and officers’ liability insurance maintained by Boston Private (provided, that the Surviving Corporation may substitute therefor policies with a substantially comparable insurer of at least the same coverage and amounts containing terms and conditions which are no less advantageous to the insured) with respect to claims against the present and former officers and directors 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 Boston Private or discovery period any of six years its Subsidiaries arising from and after facts or events which occurred at or before the Effective Time (including the “Tail Period”) from one or more insurance carriers with transactions contemplated by this Agreement); provided, however, that the same or better credit rating as Surviving Corporation shall not be obligated to expend, on an annual basis, an amount in excess of 300% of the Company’s insurance carrier aggregate annual premium paid as of the date of this Agreement with respect to directors ‘and officers’ liability insurance and fiduciary liability hereof by Boston Private for such insurance (collectivelythe “Premium Cap”), “D&O Insurance”) with termsand if such premiums for such insurance would at any time exceed the Premium Cap, conditionsthen the Surviving Corporation shall cause to be maintained policies of insurance which, retentions and limits of liability that are no less favorable in the aggregate Surviving Corporation’s good faith determination, provide the maximum coverage available at an annual premium equal to the insureds as Premium Cap. In lieu of the Company’s existing policies with respect to matters existing or occurring foregoing, Boston Private, in consultation with, but only upon the consent of SVB Financial, may (and at the request of SVB Financial, Boston Private shall use its reasonable best efforts to) obtain at or prior to the Effective Time a six-year “tail” policy under Boston Private’s existing directors and officers insurance policy providing equivalent coverage to that described in the preceding sentence if and to the extent that the same may be obtained for an amount that, in the aggregate, does not exceed the Premium Cap. (including in connection with c) The provisions of this Agreement Section 6.6 shall survive the Effective Time and are intended to be for the benefit of, and shall be enforceable by, each Boston Private Indemnified Party and his or the Transactions)her heirs and representatives. If the Company fails Surviving Corporation or any of its successors or assigns, consolidates with or merges into any other entity and is not the continuing or surviving entity of such consolidation or merger, transfers all or substantially all of its assets or deposits to obtain such “tail” insurance policies as any other entity or engages in any similar transaction, then in each case, the Surviving Corporation will cause proper provision to be made so that the successors and assigns of the Effective Time, Parent shall continue to maintain in effect for Surviving Corporation will expressly assume the Tail Period the D&O Insurance in place as of the date of this Agreement with terms, conditions, retentions and limits of liability that are no less favorable in the aggregate to the insureds as provided in the Company’s existing policies as of the date of this Agreement, or Parent shall purchase comparable D&O Insurance for the Tail Period with terms, conditions, retentions and limits of liability that are no less favorable in the aggregate as provided in the Company’s existing policies as of the date of this Agreement; provided, that in no event shall the aggregate cost the Tail Policies and the D&O Insurance exceed during the Tail Period 300% of the current aggregate annual premium paid by the Company for such purpose for the 2023 fiscal year (which fiscal year 2023 premiums are hereby represented and warranted by the Company to be as obligations set forth in this Section 7.14(b) of the Company Disclosure Letter); and provided, further, that if the cost of such insurance coverage exceeds such amount, Parent or the Company shall obtain a policy with the greatest amount of D&O Insurance available for a cost not exceeding such amount6.6.

Indemnification; Directors’ and Officers’ Insurance. (a) From and after the Effective Time, Parent and the Surviving Company shall indemnify and hold harmless to the fullest extent as such individuals would be indemnified as of the date of this Agreement under applicable Law, the Company’s Organizational Documents and any indemnification agreements in effect as of the date of this Agreement, each present and former (determined as of the Effective Time) director and officer of the Company or any of and its Subsidiaries or any Person who prior to or at the Effective Time served at the request of the Company or any of its Subsidiaries as a director or officer of another Person in which the Company or any of its Subsidiaries has an equity investment, (in each case, when acting in such capacity capacity) (collectively, the “Indemnified Parties”), ) against any costs or expenses (including reasonable documented attorneys’ fees, costs and expenses), judgments, inquiries, fines, losses, claims, damages or liabilities incurred in connection withwith any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of actions or otherwise related to any Proceeding, in connection with, arising out of or otherwise related to matters existing or omissions occurring at or prior to the Effective Time, whether asserted including the transactions contemplated by this Agreement, to the extent they are indemnified by the Company or claimed prior toits Subsidiaries on the date hereof, at or after to the Effective Time, including in connection with (i) this Agreement or the Transactions, and (ii) actions to enforce this provision or any other indemnification or advancement right of any Indemnified Party, fullest extent permitted under applicable Law; and Parent and the Surviving Company shall also advance expenses as incurred to the fullest extent that such individual would have been entitled to permitted under applicable Law, ; provided that the Company’s Organizational Documents and any indemnification agreements in effect as of the date of this Agreement; provided, that any Person Indemnified Party to whom expenses are advanced provides an undertaking to repay such advances if it is ultimately determined by final adjudication that such Person Indemnified Party is not entitled to indemnification. (b) Prior Subject to the following sentence, for a period of six (6) years following the Effective Time, the Company shall purchase (Parent will provide director’s and pay in full the aggregate premium for) “tail” insurance policies (“Tail Policies”) for the extension of (i) the directors’ and officers’ liability coverage of the Companyofficer’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 six years from and after the Effective Time (the “Tail Period”) from one or more insurance carriers with the same or better credit rating as the Company’s insurance carrier as of the date of this Agreement with respect to directors ‘and officers’ liability insurance and fiduciary liability insurance (collectively, “D&O Insurance”) with terms, conditions, retentions that serves to reimburse the present and limits former officers and directors of liability that are no less favorable in the aggregate to Company or any of its Subsidiaries (determined as of the insureds as Effective Time) (providing only for the Side A coverage for Indemnified Parties where the existing policies also include Side B coverage for the Company’s existing policies ) with respect to matters existing claims against such directors and officers arising from facts or events occurring at or prior to before the Effective Time (including in connection with the transactions contemplated by this Agreement or Agreement), which insurance will contain at least the Transactions). If the Company fails to obtain such “tail” insurance policies as of the Effective Timesame coverage and amounts, Parent shall continue to maintain in effect for the Tail Period the D&O Insurance in place as of the date of this Agreement with terms, conditions, retentions and limits of liability that are contain terms and conditions no less favorable in the aggregate advantageous to the insureds Indemnified Party as that coverage currently provided in by the Company’s existing policies as of the date of this Agreement, or Parent shall purchase comparable D&O Insurance for the Tail Period with terms, conditions, retentions and limits of liability that are no less favorable in the aggregate as provided in the Company’s existing policies as of the date of this Agreement; provided, however, that in no event shall the Parent be required to expend in the aggregate cost for such six (6)-year period, an amount in excess of 250% of the Tail Policies and aggregate annual premiums paid as of the date hereof by the Company for any such insurance; provided, further, that if Parent are unable to maintain or obtain the D&O Insurance exceed during called for by this Section 6.7(b), Parent shall obtain as much comparable insurance as is available at a cost in the Tail Period 300aggregate for such six (6)-year period up to 250% of the current aggregate annual premium paid by the Company for such purpose for the 2023 fiscal year (which fiscal year 2023 premiums are hereby represented premium; provided, further, that officers and warranted by the Company to be as set forth in Section 7.14(b) directors of the Company Disclosure Lettermay be required to make application and provide customary representations and warranties to Parent’s insurance carrier for the purpose of obtaining such D&O Insurance. Prior to the Effective Time and in lieu of the foregoing, the Company will use reasonable best efforts to purchase a six (6)-year prepaid “tail” policy for directors’ and officers’ liability insurance (“D&O Tail Policy”) on the terms described in the prior sentence and fully pay for such policy prior to the Effective Time, at an aggregate cost up to, but not exceeding 250% of the current annual premium for such insurance. (c) Any Indemnified Party wishing to claim indemnification under Section 6.7(a), upon learning of any claim, action, suit, proceeding or investigation described above, will promptly notify Parent thereof; provided that failure to so notify will not affect the obligations of Parent under Section 6.7(a) unless and to the extent that Parent is actually and materially prejudiced as a consequence. (d) In the event of any such claim, action, suit, proceeding or investigation (whether arising before or after the Effective Time), (i) Parent shall have the right to assume the defense thereof and Parent shall not be liable to such Indemnified Parties for any legal expenses of other counsel or any other expenses subsequently incurred by such Indemnified Parties in connection with the defense thereof, except that if Parent elects not to assume such defense or counsel for the Indemnified Parties advises that there are issues which raise conflicts of interest between Parent and the Indemnified Parties, the Indemnified Parties may retain counsel satisfactory to them, and Parent shall pay all reasonable documented fees and expenses of such counsel for the Indemnified Parties promptly as statements therefor are received; provided, however, that Parent shall be obligated pursuant to this paragraph (d) to pay for only one firm of counsel for all Indemnified Parties in any jurisdiction unless the use of one counsel for such Indemnified Parties would present such counsel with a conflict of interest; provided that the fewest number of counsels necessary to avoid conflicts of interest shall be used, (ii) the Indemnified Parties will cooperate in the defense of any such matter and (iii) Parent shall not be liable for any settlement effected without their prior written consent; and provided, further, that Parent shall not have any obligation hereunder to any Indemnified Party if and when a court of competent jurisdiction shall ultimately determine, and such determination shall have become final, that the cost indemnification of such insurance coverage exceeds such amount, Parent or Indemnified Party in the Company shall obtain a policy with the greatest amount of D&O Insurance available for a cost not exceeding such amountmanner contemplated hereby is prohibited by applicable Law.

Indemnification; Directors’ and Officers’ Insurance. (a) From and after the Effective Time, Parent each of Yadkin and the Surviving Company Corporation shall indemnify and hold harmless to the fullest extent as such individuals would be indemnified as of the date of this Agreement under applicable Law, the Company’s Organizational Documents and any indemnification agreements in effect as of the date of this Agreement, each present and former (determined as director, officer or employee of the Effective Time) director NewBridge and officer of the Company or any of its Subsidiaries or any Person who prior to or at the Effective Time served at the request of the Company or any of its Subsidiaries as a director or officer of another Person in which the Company or any of its Subsidiaries has an equity investment, (in each case, when acting in such capacity capacity) (collectively, the “NewBridge Indemnified Parties”), ) against any costs or expenses (including reasonable attorneys’ fees, costs and expenses), judgments, inquiries, fines, losses, claims, damages or liabilities incurred in connection withwith any threatened or actual claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, whether arising before or after the Effective Time, arising out of the fact that such person is or otherwise related to was a director, officer or employee of NewBridge or any Proceeding, in connection with, arising out of or otherwise related its Subsidiaries and pertaining to matters existing or occurring at or prior to the Effective Time, whether asserted or claimed prior to, at or after including the Effective Time, including in connection with (i) transactions contemplated by this Agreement to the same extent as such persons are indemnified as of the date of this Agreement by NewBridge pursuant to the NewBridge Certificate, NewBridge Bylaws, the governing or the Transactions, and (ii) actions to enforce this provision or any other indemnification or advancement right organizational documents of any Indemnified Party, Subsidiary of NewBridge; and Parent Yadkin and the Surviving Company Corporation shall also advance expenses as incurred by such NewBridge Indemnified Party to the fullest same extent that as such individual would have been persons are entitled to under applicable Law, the Company’s Organizational Documents and any indemnification agreements in effect advancement of expenses as of the date of this AgreementAgreement by NewBridge pursuant to the NewBridge Certificate, NewBridge’s Bylaws, the governing or organizational documents of any Subsidiary of NewBridge; provided, that any Person that, if required, the NewBridge Indemnified Party to whom expenses are advanced provides an undertaking to repay such advances if it is ultimately determined by final adjudication that such Person NewBridge Indemnified Party is not entitled to indemnification. (b) Prior to For a period of six (6) years after the Effective Time, the Company Surviving Corporation shall purchase (and pay cause to be maintained in full effect the aggregate premium for) “tail” insurance current policies (“Tail Policies”) for the extension of (i) the directors’ and officers’ liability insurance maintained by NewBridge (provided, that the Surviving Corporation may substitute therefor policies with a substantially comparable insurer of at least the same coverage and amounts containing terms and conditions 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 the Surviving Corporation shall not be obligated to expend, on an annual basis, an amount in excess of 200% 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 six years from and after the Effective Time (the “Tail Period”) from one or more insurance carriers with the same or better credit rating as the Company’s insurance carrier current annual premium paid as of the date of this Agreement with respect to directors ‘and officers’ liability insurance and fiduciary liability hereof by NewBridge for such insurance (collectivelythe “Premium Cap”), “D&O Insurance”) with termsand if such premiums for such insurance would at any time exceed the Premium Cap, conditionsthen the Surviving Corporation shall cause to be maintained policies of insurance which, retentions and limits of liability that are no less favorable in the aggregate Surviving Corporation’s good faith determination, provide the maximum coverage available at an annual premium equal to the insureds as Premium Cap. In lieu of the Company’s existing policies foregoing, NewBridge, in consultation with respect to matters existing or occurring Yadkin, may (and at the request of Yadkin, NewBridge shall use its reasonable best efforts to) obtain at or prior to the Effective Time a six-year “tail” policy under NewBridge’s existing directors and officers insurance policy providing equivalent coverage to that described in the preceding sentence if and to the extent that the same may be obtained for an amount that, in the aggregate, does not exceed the Premium Cap. (including in connection with c) The provisions of this Agreement Section 6.7 shall survive the Effective Time and are intended to be for the benefit of, and shall be enforceable by, each NewBridge Indemnified Party and his or the Transactions)her heirs and representatives. If the Company fails Surviving Corporation or any of its successors 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 substantially all of its assets or deposits to obtain such “tail” insurance policies as any other entity or engage in any similar transaction, then in each case, the Surviving Corporation will cause proper provision to be made so that the successors and assigns of the Effective Time, Parent shall continue to maintain in effect for Surviving Corporation will expressly assume the Tail Period the D&O Insurance in place as of the date of this Agreement with terms, conditions, retentions and limits of liability that are no less favorable in the aggregate to the insureds as provided in the Company’s existing policies as of the date of this Agreement, or Parent shall purchase comparable D&O Insurance for the Tail Period with terms, conditions, retentions and limits of liability that are no less favorable in the aggregate as provided in the Company’s existing policies as of the date of this Agreement; provided, that in no event shall the aggregate cost the Tail Policies and the D&O Insurance exceed during the Tail Period 300% of the current aggregate annual premium paid by the Company for such purpose for the 2023 fiscal year (which fiscal year 2023 premiums are hereby represented and warranted by the Company to be as obligations set forth in this Section 7.14(b) of the Company Disclosure Letter); and provided, further, that if the cost of such insurance coverage exceeds such amount, Parent or the Company shall obtain a policy with the greatest amount of D&O Insurance available for a cost not exceeding such amount6.7.

Indemnification; Directors’ and Officers’ Insurance. (a) From and after Following the Effective Time, Parent and the Surviving Company shall indemnify and hold harmless GBDC shall, to the fullest extent as such individuals would be indemnified as of the date of this Agreement permitted under applicable Law, indemnify, defend and hold harmless and advance expenses to the Company’s Organizational Documents and any indemnification agreements in effect as of the date of this Agreement, each present and former (determined as directors and officers of the Effective Time) director and officer of the Company GBDC 3 or any of its Consolidated Subsidiaries or any Person who prior to or at the Effective Time served at the request of the Company or any of its Subsidiaries as a director or officer of another Person in which the Company or any of its Subsidiaries has an equity investment, (in each case, when acting in such capacity capacity) (each, an “Indemnified Party” and collectively, the “Indemnified Parties”), ) against any all costs or expenses (including reasonable attorneys’ fees actually incurred, reasonable experts’ fees, costs reasonable travel expenses, court costs, transcript fees and expensestelecommunications, postage and courier charges), judgments, inquiries, fines, losses, claims, damages damages, penalties, amounts paid in settlement or other liabilities (collectively, “Indemnified Liabilities”) incurred in connection with, with any Proceeding arising out of actions or otherwise related to any Proceeding, in connection with, arising out of or otherwise related to matters existing or omissions occurring at or prior to the Effective TimeTime (including the Transactions). In the event of any such Indemnified Liabilities, whether asserted or claimed prior to, at or after the Effective Time, including in connection with (i) this Agreement or the Transactions, and (ii) actions GBDC shall advance to enforce this provision or any other indemnification or advancement right of any such Indemnified Party, upon request, reimbursement of documented expenses reasonably and Parent and the Surviving Company shall also advance expenses as actually incurred to the fullest extent that such individual would have been entitled to permitted under applicable Law, Law provided that the Company’s Organizational Documents and any indemnification agreements in effect as of the date of this Agreement; provided, that any Person to whom expenses are advanced advanced, or someone on his or her behalf, provides an undertaking to repay such advances if it is ultimately determined by final adjudication that such Person is not entitled to indemnificationindemnification and complies with other applicable provisions imposed under the Investment Company Act and interpretations thereof by the SEC or its staff and (ii) GBDC and the applicable Indemnified Parties shall cooperate in the defense of such matter. (b) Prior Unless GBDC and GBDC 3 shall otherwise agree, prior to the Effective Time, GBDC 3 shall, and, if GBDC 3 is unable to, GBDC shall, cause the Surviving Company shall purchase (or its successor, effective as of the Effective Time, to obtain and fully pay in full the aggregate premium for) for a “tail” insurance policies (“Tail Policies”) policy for the extension of (i) the directors’ and officers’ liability coverage of the CompanyGBDC 3’s existing directors’ and officers’ insurance policies, and (ii) the Company’s existing fiduciary liability insurance policies, in each case policies for a claims reporting or discovery period of six years from and after the Effective Time (the “Tail Period”) from one or more insurance carriers with the same or better credit rating as the Company’s insurance carrier as of the date of this Agreement with respect to directors ‘coverage and officers’ liability insurance amounts not less than, and fiduciary liability insurance (collectively, “D&O Insurance”) with terms, conditions, retentions terms and limits of liability conditions that are no not materially less favorable in the aggregate advantageous to the insureds as the Companyas, GBDC 3’s existing policies with respect to matters existing or occurring at or prior to the Effective Time (including in connection with this Agreement or the Transactions“Current D&O Insurance”). If GBDC 3 and the Surviving Company fails or its successor for any reason fail to obtain such “tail” insurance policies policy as of the Effective Time, Parent the Surviving Company or its successor shall, and GBDC shall cause the Surviving Company or its successor to, continue to maintain in effect for the Tail Period the Current D&O Insurance in place as of the date of this Agreement with termscoverage and amounts not less than, conditions, retentions and limits of liability terms and conditions that are no not materially less favorable in the aggregate advantageous to the insureds as as, provided in the Company’s existing policies as of the date of this AgreementCurrent D&O Insurance, or Parent the Surviving Company or its successor shall, and GBDC shall cause the Surviving Company or its successor to, purchase comparable D&O Insurance insurance for the Tail Period with terms, conditions, retentions and limits of liability that are no less favorable in the aggregate as provided in the Company’s existing policies as of the date of this AgreementPeriod; provided, that in no event shall the aggregate annual cost the Tail Policies and the D&O Insurance of such insurance exceed during the Tail Period 300% of the current aggregate annual premium paid by the Company GBDC 3 for such purpose for the 2023 fiscal year (which fiscal year 2023 premiums are hereby represented and warranted by the Company to be as set forth in Section 7.14(b) of the Company Disclosure Letter)purpose; and provided, further, that if the cost of such insurance coverage exceeds such amount, Parent the Surviving Company or the Company its successor shall obtain a policy with the greatest amount of D&O Insurance coverage available for a cost not exceeding such amount. (c) Any Indemnified Party wishing to claim indemnification under Section 7.5(a), upon learning of any Proceeding described above, shall promptly notify GBDC in writing; provided, that the failure to so notify shall not affect the obligations of GBDC under Section 7.5(a) unless GBDC is materially prejudiced as a consequence. (d) If GBDC or any of its successors or assigns consolidates with or merges into any other entity and is not the continuing or surviving entity of such consolidation or merger or transfers or otherwise disposes of all or substantially all of its assets to any other entity, then and in each such case, GBDC shall cause proper provision to be made so that the successors and assigns of GBDC shall assume the obligations set forth in this Section 7.5. (e) The provisions of this Section 7.5 are (i) intended to be for the benefit of, and shall be enforceable by, each Indemnified Party and his or her heirs and representatives and (ii) in addition to, and not in substitution for, any other rights to indemnification or contribution that any such person may have by Contract or otherwise.

Indemnification; Directors’ and Officers’ Insurance. (a) From and after Following the Effective Time, Parent and the Surviving Company shall indemnify and hold harmless GSBD shall, to the fullest extent as such individuals would be indemnified as of the date of this Agreement permitted under applicable Law, defend and hold harmless and advance expenses to the Company’s Organizational Documents and any indemnification agreements in effect as of the date of this Agreement, each present and former (determined as directors and officers of the Effective Time) director and officer of the Company MMLC or any of its Consolidated Subsidiaries or any Person who prior to or at the Effective Time served at the request of the Company or any of its Subsidiaries as a director or officer of another Person in which the Company or any of its Subsidiaries has an equity investment, (in each case, when acting in such capacity capacity) (each, an “Indemnified Party” and collectively, the “Indemnified Parties”), ) against any all costs or expenses (including including, but not limited to, reasonable attorneys’ fees actually incurred, reasonable experts’ fees, costs reasonable travel expenses, court costs, transcript fees and expensestelecommunications, postage and courier charges), judgments, inquiries, fines, losses, claims, damages damages, penalties, amounts paid in settlement or other liabilities (collectively, “Indemnified Liabilities”) incurred in connection with, with any Proceeding arising out of actions or otherwise related to any Proceeding, in connection with, arising out of or otherwise related to matters existing or omissions occurring at or prior to the Effective TimeTime (including the Transactions). In the event of any such Indemnified Liabilities, whether asserted or claimed prior to, at or after the Effective Time, including in connection with (i) this Agreement or the Transactions, and (ii) actions GSBD shall advance to enforce this provision or any other indemnification or advancement right of any such Indemnified Party, upon request, reimbursement of documented expenses reasonably and Parent and the Surviving Company shall also advance expenses as actually incurred to the fullest extent that such individual would have been entitled to permitted under applicable Law, Law provided that the Company’s Organizational Documents and any indemnification agreements in effect as of the date of this Agreement; provided, that any Person to whom expenses are advanced advanced, or someone on his or her behalf, provides an undertaking to repay such advances if it is ultimately determined by final adjudication that such Person is not entitled to indemnificationindemnification and complies with other applicable provisions imposed under the Investment Company Act and interpretations thereof by the SEC or its staff and (ii) GSBD and the applicable Indemnified Parties shall cooperate in the defense of such matter. (b) Prior Unless MMLC and GSBD shall otherwise agree, prior to the Effective Time, MMLC shall, and, if MMLC is unable to, GSBD shall, cause the Surviving Company shall purchase (or its successor, effective as of the Effective Time, to obtain and fully pay in full the aggregate premium for) for a “tail” insurance policies (“Tail Policies”) policy for the extension of (i) the directors’ and officers’ liability coverage of the CompanyMMLC’s existing directors’ and officers’ insurance policies, and (ii) the Company’s existing fiduciary liability insurance policies, in each case policies for a claims reporting or discovery period of six years from and after the Effective Time (the “Tail Period”) from one or more insurance carriers with the same or better credit rating as the Company’s insurance carrier as of the date of this Agreement with respect to directors ‘coverage and officers’ liability insurance amounts not less than, and fiduciary liability insurance (collectively, “D&O Insurance”) with terms, conditions, retentions terms and limits of liability conditions that are no not materially less favorable in the aggregate advantageous to the insureds as the Companyas, MMLC’s existing policies with respect to matters existing or occurring at or prior to the Effective Time (including in connection with this Agreement or the Transactions“Current D&O Insurance”). If MMLC and the Surviving Company fails or its successor for any reason fail to obtain such “tail” insurance policies policy as of the Effective Time, Parent the Surviving Company or its successor shall, and GSBD shall cause the Surviving Company or its successor to, continue to maintain in effect for the Tail Period the Current D&O Insurance in place as of the date of this Agreement with termscoverage and amounts not less than, conditions, retentions and limits of liability terms and conditions that are no not materially less favorable in the aggregate advantageous to the insureds as as, provided in the Company’s existing policies as of the date of this AgreementCurrent D&O Insurance, or Parent the Surviving Company or its successor shall, and GSBD shall cause the Surviving Company or its successor to, purchase comparable D&O Insurance insurance for the Tail Period with terms, conditions, retentions and limits of liability that are no less favorable in the aggregate as provided in the Company’s existing policies as of the date of this AgreementPeriod; provided, that in no event shall the aggregate annual cost the Tail Policies and the D&O Insurance of such insurance exceed during the Tail Period 300% of the current aggregate annual premium paid by the Company MMLC for such purpose for the 2023 fiscal year (which fiscal year 2023 premiums are hereby represented and warranted by the Company to be as set forth in Section 7.14(b) of the Company Disclosure Letter)purpose; and provided, further, that if the cost of such insurance coverage exceeds such amount, Parent the Surviving Company or the Company its successor shall obtain a policy with the greatest amount of D&O Insurance coverage available for a cost not exceeding such amount. (c) Any Indemnified Party wishing to claim indemnification under Section 7.5(a), upon learning of any Proceeding described above, shall promptly notify GSBD in writing; provided that the failure to so notify shall not affect the obligations of GSBD under Section 7.5(a) unless GSBD is materially prejudiced as a consequence. (d) If GSBD or any of its successors or assigns consolidates with or merges into any other entity and is not the continuing or surviving entity of such consolidation or merger or transfers all or substantially all of its assets to any other entity, then and in each such case, GSBD shall cause proper provision to be made so that the successors and assigns of GSBD shall assume the obligations set forth in this Section 7.5. (e) The provisions of this Section 7.5 are (i) intended to be for the benefit of, and shall be enforceable by, each Indemnified Party and his or her heirs and representatives and (ii) in addition to, and not in substitution for, any other rights to indemnification or contribution that any such person may have by Contract or otherwise.

Indemnification; Directors’ and Officers’ Insurance. (a) From and after the Merger Effective Time until the sixth (6th) anniversary of the Merger Effective Time, Parent CMFT shall (and shall cause the Surviving Company shall indemnify and hold harmless Entity to), to the fullest extent as such individuals CCPT V would be indemnified as permitted to do so under applicable Law and the CCPT V Governing Documents, (i) indemnify, defend and hold harmless each current and former manager, director, officer, partner, member, trustee, employee and agent of CCPT V or any of the date of this Agreement under applicable Law, CCPT V Subsidiaries or other individuals with rights to indemnification or exculpation pursuant to the Company’s Organizational CCPT V Governing Documents and or any indemnification agreements in effect as of CCPT V or CCPT V Subsidiaries (such agreements, the date of this Agreement“Additional Indemnification Agreements”) (collectively, each present and former (determined as of the Effective Time) director and officer of the Company or any of its Subsidiaries or any Person who prior to or at the Effective Time served at the request of the Company or any of its Subsidiaries as a director or officer of another Person in which the Company or any of its Subsidiaries has an equity investment, in each case, when acting in such capacity (the “Indemnified Parties”), ) against and from any costs or expenses (including reasonable attorneys’ fees, costs and expenses), judgments, inquiries, fines, losses, claims, damages or damages, liabilities incurred and amounts paid in settlement in connection with, arising with any Action to the extent such Action arises out of or otherwise related pertains to (A) any Proceedingaction or omission or alleged action or omission in such Indemnified Party’s capacity as a manager, in connection withdirector, arising out officer, partner, member, trustee, employee or agent of CCPT V or otherwise related to matters existing or occurring at or prior to any of the Effective Time, CCPT V Subsidiaries (whether asserted or claimed prior to, at or after the Merger Effective Time, including in connection with ) or (iB) this Agreement or any of the Transactionstransactions contemplated by this Agreement, including the Merger (whether asserted or claimed prior to, at or after the Merger Effective Time), and (ii) actions to enforce this provision or any other indemnification or advancement right pay in advance of the final disposition of any Indemnified Partysuch Action the costs and expenses (including reasonable attorneys’ fees that are subject to indemnification hereunder), and Parent and without the Surviving Company shall also advance expenses as incurred requirement of any bond or other security, in each case to the fullest extent that such individual would have been entitled to under applicable permitted by Law, but subject to CMFT’s or the CompanySurviving Entity’s Organizational Documents and any indemnification agreements in effect as receipt of the date of this Agreement; provided, that any Person to whom expenses are advanced provides an undertaking by or on behalf of such Indemnified Party to repay such advances amount if it is shall ultimately be determined by final adjudication that such Person Indemnified Party is not entitled to indemnificationbe indemnified. Notwithstanding anything to the contrary set forth in this Agreement, CMFT or the Surviving Entity, as applicable, (x) shall not settle or compromise or consent to the entry of any judgment or otherwise seek termination with respect to any Action against or of any Indemnified Party for which indemnification may be sought under this Section 7.7 without the Indemnified Party’s prior written consent (which consent may not be unreasonably withheld, delayed or conditioned) unless such settlement, compromise, consent or termination includes an unconditional release of such Indemnified Party from all liability arising out of such Action that is subject to indemnification by CMFT and the Surviving Entity under this Section 7.7, (y) shall not be liable for any settlement effected without its prior written consent (which consent shall not be unreasonably withheld, delayed or conditioned) and (z) shall not have any obligation hereunder to any Indemnified Party to the extent that a court of competent jurisdiction shall determine in a final and non-appealable order that such indemnification is prohibited by applicable Law. Without limiting the foregoing, and to the extent permitted by applicable Law, each of CMFT and the Surviving Entity agree that during the period commencing as of the Merger Effective Time and ending on the sixth (6th) anniversary of the Merger Effective Time, all rights to indemnification and exculpation from liabilities for acts or omissions occurring at or prior to the Merger Effective Time, and advancement of expenses now existing in favor of any Indemnified Party as provided in the CCPT V Governing Documents and Additional Indemnification Agreements shall survive the Merger and shall continue in full force and effect in accordance with their terms. (b) Prior to the Merger Effective Time, CMFT shall, or shall cause the Company shall purchase (Surviving Entity to, obtain and fully pay in full the aggregate premium for) for “tail” insurance policies (“Tail Policies”) for the extension of (ior the substantial equivalent of) 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 policies of CCPT V for a claims reporting or discovery period of six (6) years from and after the Merger Effective Time (Time, on prepaid and non-cancellable terms, for an aggregate cost not in excess of three times the “Tail Period”) from one current annual premiums for such insurance. CMFT and the Surviving Entity shall not take any action to terminate or more insurance carriers with modify the same or better credit rating as the Company’s insurance carrier as terms of the date extended reporting period coverage. (c) For a period of this Agreement six (6) years following the Merger Effective Time, the organizational documents of CMFT and any applicable CMFT Subsidiary shall contain provisions no less favorable with respect to directors ‘indemnification and officers’ liability insurance exculpation from liabilities for acts or omissions and fiduciary liability insurance (collectively, “D&O Insurance”) with terms, conditions, retentions and limits rights to advancement of liability that are no less favorable expenses relating thereto existing in favor of any Indemnified Party than those included in the aggregate to CCPT V Governing Documents or any similar organizational documents or agreements of any CMFT Subsidiary. No such provision shall be amended, repealed or otherwise modified for a period of six (6) years following the insureds as Merger Effective Time in any manner that would affect adversely the Company’s existing policies with respect to matters existing or occurring rights thereunder of individuals who, at or prior to the Effective Time (including in connection with this Agreement or the Transactions). If the Company fails to obtain such “tail” insurance policies as of the Merger Effective Time, Parent were Indemnified Parties, unless such modification shall continue to maintain in effect for the Tail Period the D&O Insurance in place as of the date of this Agreement with terms, conditions, retentions be required by applicable Law and limits of liability that are no less favorable in the aggregate then only to the insureds as provided in minimum extent required by applicable Law. (d) If CMFT or the Company’s existing policies as Surviving Entity or any of their respective successors or assigns (i) consolidates with or merges with or into any other Person and shall not be the date continuing or surviving corporation, partnership or other entity of this Agreementsuch consolidation or merger or (ii) liquidates, dissolves or winds-up, or Parent transfers or conveys all or substantially all of its properties and assets to any Person, then, and in each such case, proper provision shall purchase comparable D&O Insurance for be made so that the Tail Period with termssuccessors and assigns of CMFT or the Surviving Entity, conditionsas applicable, retentions and limits of liability that are no less favorable in assume the aggregate as provided in the Company’s existing policies as of the date of this Agreement; provided, that in no event shall the aggregate cost the Tail Policies and the D&O Insurance exceed during the Tail Period 300% of the current aggregate annual premium paid by the Company for such purpose for the 2023 fiscal year (which fiscal year 2023 premiums are hereby represented and warranted by the Company to be as obligations set forth in this Section 7.14(b7.7. (e) The provisions of this Section 7.7 are intended to be for the express benefit of, and shall be enforceable by, each Indemnified Party, his or her heirs and his or her personal representatives, shall be binding on all successors and assigns of CMFT, CCPT V and the Surviving Entity and shall not be amended in a manner that is adverse to the Indemnified Party (including his or her successors, assigns and heirs) without the prior written consent of the Company Disclosure Letter); Indemnified Party (including such successors, assigns and providedheirs) affected thereby. The exculpation and indemnification provided for by this Section 7.7 shall not be deemed to be exclusive of any other rights to which an Indemnified Party is entitled, furtherwhether pursuant to applicable Law, Contract or otherwise. CMFT shall cause the Surviving Entity to pay all reasonable expenses, including reasonable attorneys’ fees, that if may be incurred by any Indemnified Party in enforcing the cost of such insurance coverage exceeds such amount, Parent or the Company shall obtain a policy with the greatest amount of D&O Insurance available for a cost not exceeding such amountobligations provided in this Section 7.7.

Indemnification; Directors’ and Officers’ Insurance. (a) From and after Following the Effective Time, Parent and the Surviving Company shall indemnify and hold harmless OTF shall, to the fullest extent as such individuals would be indemnified as of the date of this Agreement permitted under applicable Law, indemnify, defend and hold harmless and advance expenses to the Company’s Organizational Documents and any indemnification agreements in effect as of the date of this Agreement, each present and former (determined as directors and officers of the Effective Time) director and officer of the Company OTF II or any of its Consolidated Subsidiaries or any Person who prior to or at the Effective Time served at the request of the Company or any of its Subsidiaries as a director or officer of another Person in which the Company or any of its Subsidiaries has an equity investment, (in each case, when acting in such capacity capacity) (each, an “Indemnified Party” and collectively, the “Indemnified Parties”), ) against any all costs or expenses (including reasonable attorneys’ fees actually incurred, reasonable experts’ fees, costs reasonable travel expenses, court costs, transcript fees and expensestelecommunications, postage and courier charges), judgments, inquiries, fines, losses, claims, damages damages, penalties, amounts paid in settlement or other liabilities (collectively, “Indemnified Liabilities”) incurred in connection with, with any Proceeding arising out of actions or otherwise related to any Proceeding, in connection with, arising out of or otherwise related to matters existing or omissions occurring at or prior to the Effective TimeTime (including the Transactions). In the event of any such Indemnified Liabilities, whether asserted or claimed prior to, at or after the Effective Time, including in connection with (i) this Agreement or the Transactions, and (ii) actions OTF shall advance to enforce this provision or any other indemnification or advancement right of any such Indemnified Party, upon request, reimbursement of documented expenses reasonably and Parent and the Surviving Company shall also advance expenses as actually incurred to the fullest extent that such individual would have been entitled to permitted under applicable Law, Law provided that the Company’s Organizational Documents and any indemnification agreements in effect as of the date of this Agreement; provided, that any Person to whom expenses are advanced advanced, or someone on his or her behalf, provides an undertaking to repay such advances if it is ultimately determined by final adjudication that such Person is not entitled to indemnificationindemnification and complies with other applicable provisions imposed under the Investment Company Act and interpretations thereof by the SEC or its staff and (ii) OTF and the applicable Indemnified Parties shall cooperate in the defense of such matter. (b) Prior to Unless OTF and OTF II shall otherwise agree the Effective Time, the Surviving Company shall purchase (and pay in full the aggregate premium for) “tail” insurance policies (“Tail Policies”) for the extension of (i) the directors’ and officers’ liability coverage of the Company’s existing directors’ and officers’ insurance policiesor its successor shall, and (ii) OTF shall cause the Company’s existing fiduciary liability insurance policiesSurviving Company or its successor to, continue to maintain in each case effect for a claims reporting or discovery period of six years from and after the Effective Time (the “Tail Period”) from one or more insurance carriers with the same or better credit rating as the CompanyOTF II’s insurance carrier as of the date of this Agreement with respect to existing directors ‘and officers’ liability insurance and fiduciary officers liability insurance (collectively, the “Current D&O Insurance”) with terms, conditions, retentions and limits of liability that are no less favorable in the aggregate to the insureds as the Company’s existing policies with respect to matters existing or occurring at or prior to the Effective Time (including in connection with this Agreement or the Transactions). If the Company fails to obtain such “tail” insurance policies as of the Effective Time, Parent shall continue to maintain in effect for the Tail Period the D&O Insurance in place as of the date of this Agreement with terms, conditions, retentions and limits of liability that are no less favorable in the aggregate to the insureds as provided in the Company’s existing policies as of the date of this Agreement, or Parent shall purchase comparable D&O Insurance for the Tail Period with terms, conditions, retentions and limits of liability that are no less favorable in the aggregate as provided in the Company’s existing policies as of the date of this Agreement; provided, however, that in no event shall the aggregate cost the Tail Policies and the D&O Insurance exceed during the Tail Period 300% Period, (i) the Current D&O Insurance policy may be amended or replaced provided that the coverage amount is not less than the amount set forth on Section 7.04(b) of the OTF Disclosure Schedule, the terms and conditions are otherwise not materially less advantageous to the insureds and the directors and officers of OTF II continue to be covered under the policy in their capacity as directors and officers of OTF II; or (ii) the Current D&O Insurance may be terminated provided that prior to such termination, OTF shall cause the Surviving Company or its successor to obtain and fully pay the premium for a “tail” insurance policy for the extension of the current aggregate annual premium paid by D&O insurance through the Company for remainder of the Tail Period with coverage and amounts not less than the amount set forth on Section 7.04(b) of the OTF Disclosure Schedule, and terms and conditions that are otherwise not materially less advantageous to the insureds as, provided in the Current D&O Insurance. (c) Any Indemnified Party wishing to claim indemnification under Section 7.04(a), upon learning of any Proceeding described above, shall promptly notify OTF in writing; provided, that the failure to so notify shall not affect the obligations of OTF under Section 7.04(a) unless OTF is materially prejudiced as a consequence. (d) If OTF or any of its successors or assigns consolidates with or merges into any other entity and is not the continuing or surviving entity of such purpose for the 2023 fiscal year (which fiscal year 2023 premiums are hereby represented consolidation or merger or transfers or otherwise disposes of all or substantially all of its assets to any other entity, then and warranted by the Company in each such case, OTF shall cause proper provision to be as made so that the successors and assigns of OTF shall assume the obligations set forth in this Section 7.14(b7.04. (e) The provisions of this Section 7.04 are (i) intended to be for the Company Disclosure Letter); benefit of, and providedshall be enforceable by, furthereach Indemnified Party and his or her heirs and representatives and (ii) in addition to, and not in substitution for, any other rights to indemnification or contribution that if the cost of any such insurance coverage exceeds such amount, Parent person may have by Contract or the Company shall obtain a policy with the greatest amount of D&O Insurance available for a cost not exceeding such amountotherwise.

Indemnification; Directors’ and Officers’ Insurance. (a) From For a period of six (6) years from and after the Effective Time, Parent and the Surviving Company ABCB shall (i) indemnify and hold harmless each individual who at the Effective Time is, or any time prior to the fullest extent as such individuals would be indemnified as Effective Time was, a director, officer or employee of the date of this Agreement under applicable Law, the Company’s Organizational Documents and any indemnification agreements in effect as of the date of this Agreement, each present and former (determined as of the Effective Time) director and officer of the Company FSC or any of its Subsidiaries and each individual who served as a director, officer, member, trustee or any Person who prior to fiduciary of another corporation, partnership, joint venture, trust, pension or at the Effective Time served other employee benefit plan or enterprise if such service was at the request or for the benefit of the Company FSC or any of its Subsidiaries as a director or officer of another Person in which the Company or any of its Subsidiaries has an equity investment, in each case, when acting in such capacity (the “Indemnified PartiesIndemnitees”)) in respect of all claims, against any liabilities, losses, damages, judgments, fines, penalties costs or and expenses (including reasonable attorneys’ fees) in connection with any claim, costs and expensessuit, action, proceeding or investigation (each a “Claim”), judgmentswhenever asserted, inquiries, fines, losses, claims, damages based on or liabilities incurred in connection with, arising out the fact that the Indemnitee was an officer, director or employee of FSC or otherwise related any Subsidiary (or fiduciary of any benefit plan of FSC or its Subsidiaries) for acts or omissions by the Indemnitee in such capacity or taken at the request of FSC or any Subsidiary, at or any time prior to the Effective Time (including any ProceedingClaim relating to the transactions contemplated by this Agreement or the Bank Merger Agreement), to the fullest extent permitted by Law and (ii) assume all obligations of FSC and its Subsidiaries to the Indemnitees in connection with, arising out respect of indemnification and exculpation from liabilities for acts or otherwise related to matters existing or omissions occurring at or prior to the Effective TimeTime as provided in FSC’s Charter Documents and the organizational documents of FSC’s Subsidiaries. In addition, whether asserted or claimed prior toABCB, at or from and after the Effective Time, shall advance any expenses (including in connection with (ireasonable attorneys’ fees) this Agreement or the Transactions, and (ii) actions to enforce this provision or any other indemnification or advancement right of any Indemnified Party, and Parent and the Surviving Company shall also advance expenses Indemnitee under this Section 5.9(a) as incurred to the fullest extent that such individual would have been entitled to under applicable permitted by Applicable Law, provided that the Company’s Organizational Documents and any indemnification agreements in effect as of the date of this Agreement; provided, that any Person Indemnitee to whom expenses are advanced provides an undertaking to repay such advances if it is ultimately shall be determined by final adjudication that such Person Indemnitee is not entitled to indemnificationbe indemnified pursuant to this Section 5.9(a). In the event of any such Claim, ABCB shall reasonably cooperate with the Indemnitee, and the Indemnitee shall reasonably cooperate with ABCB, in the defense of any such Claim. (b) Prior to ABCB shall maintain in effect for six (6) years after the Effective Time, the Company shall purchase (and pay in full the aggregate premium for) “tail” insurance policies (“Tail Policies”) for the extension of (i) the current directors’ and officers’ liability insurance policies maintained by FSC (provided that ABCB may substitute therefor policies of at least the same coverage and amounts containing terms and conditions which are no less advantageous to such officers and directors so long as substitution does not result in gaps or lapses in coverage) with respect to matters occurring prior to the Effective Time; provided, however, that in no event shall ABCB be required to expend annually in the aggregate an amount in excess of three hundred percent (300%) of the Companyannual premium payment on FSC’s existing directors’ and officers’ insurance policies, and (ii) the Company’s existing fiduciary liability insurance policies, current policy in each case for a claims reporting or discovery period of six years from and after the Effective Time (the “Tail Period”) from one or more insurance carriers with the same or better credit rating as the Company’s insurance carrier effect as of the date of this Agreement with respect to directors ‘and officers’ liability insurance and fiduciary liability insurance (collectively, the “D&O InsurancePremium Cap”) with termsand, conditions, retentions and limits of liability that are no less favorable in the aggregate to event the insureds cost of such coverage shall exceed that amount, ABCB shall purchase as much coverage as possible for such amount. In lieu of the Company’s existing policies with respect to matters existing or occurring foregoing, ABCB may obtain at or prior to the Effective Time (including in connection with this Agreement or the Transactions). If the Company fails to obtain such a prepaid “tail” insurance policies as policy providing coverage equivalent to that described in the preceding sentence for an aggregate price of no more than the Premium Cap. (c) The provisions of this Section 5.9 are intended for the benefit of, and shall be enforceable by, each Indemnitee, 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 Indemnitee may have under FSC Charter Documents, by contract or otherwise. In the event ABCB or any of its successors or assigns: (i) consolidates with or merges into any other Person and shall not be the continuing or surviving corporation or entity of such consolidation or merger; or (ii) transfers all or substantially all of its properties and assets to any Person, then, and in each such case, proper provision shall be made so that the successors and assigns of ABCB or the purchaser of its assets and properties shall assume the obligations set forth in this Section 5.9. Notwithstanding anything in this Agreement to the contrary, the Indemnitees to whom this Section 5.9 applies shall be third-party beneficiaries of this Section 5.9, and this Section 5.9 shall survive the Effective Time, Parent shall continue to maintain in effect for the Tail Period the D&O Insurance in place as of the date of this Agreement with terms, conditions, retentions and limits of liability that are no less favorable in the aggregate to the insureds as provided in the Company’s existing policies as of the date of this Agreement, or Parent shall purchase comparable D&O Insurance for the Tail Period with terms, conditions, retentions and limits of liability that are no less favorable in the aggregate as provided in the Company’s existing policies as of the date of this Agreement; provided, that in no event shall the aggregate cost the Tail Policies and the D&O Insurance exceed during the Tail Period 300% of the current aggregate annual premium paid by the Company for such purpose for the 2023 fiscal year (which fiscal year 2023 premiums are hereby represented and warranted by the Company to be as set forth in Section 7.14(b) of the Company Disclosure Letter); and provided, further, that if the cost of such insurance coverage exceeds such amount, Parent or the Company shall obtain a policy with the greatest amount of D&O Insurance available for a cost not exceeding such amount.

Indemnification; Directors’ and Officers’ Insurance. (a) From and after the Effective Time, Parent and the Surviving Company shall indemnify and hold harmless RMT Partner agrees that, to the fullest extent as such individuals would be indemnified as permitted under applicable Law and the Organizational Documents of the date of this Agreement under applicable Law, the Company’s Organizational Documents and any indemnification agreements Spinco Entities in effect as of the date of this Agreement, each of RMT Partner and the Surviving Corporation shall indemnify and hold harmless each present and former (determined as of the Effective Time) director and officer of the Company or any of its Subsidiaries or any Person who prior to or at the Effective Time served at the request of the Company or any of its Subsidiaries as a director or officer of another Person in which the Company or any of its Subsidiaries has an equity investmentSpinco Entities, in each case, when acting in such capacity (collectively, the “Indemnified Parties”), against any costs or expenses (including reasonable attorneys’ fees, costs and expenses), judgments, inquiries, fines, losses, claims, damages or liabilities (collectively, “Costs”) incurred in connection with, arising out of or otherwise related to any Proceeding, in connection with, arising out of or otherwise related to matters existing or occurring at or prior to the Effective Time, whether asserted or claimed prior to, at or after the Effective Time, in each case, in connection with their roles as a director or officer, as applicable, of the Spinco Entities, including in connection with (i) this Agreement or the Transactions, Transactions and (ii) actions to enforce this provision or any other indemnification or advancement right of any Indemnified Party, and Parent and RMT Partner or the Surviving Company Corporation shall also advance expenses as incurred to the fullest extent that such individual would have been entitled permitted to do so under applicable Law, Law and the Company’s Organizational Documents and any indemnification agreements of the applicable Spinco Entity in effect as of the date of this Agreement; provided, provided that any Person to whom expenses are advanced provides an undertaking to repay such advances if it is ultimately determined by final adjudication that such Person is not entitled to indemnification. RMT Partner shall not be required to indemnify any Indemnified Party pursuant hereto if it shall be determined that the Indemnified Party acted in bad faith and not in a manner such Indemnified Party believed to be in or not opposed to the best interests of the Spinco Entities. (b) Prior to the Effective Time, the Company Spinco Entities shall purchase (and, if the Spinco Entities are unable to, RMT Partner shall cause the Surviving Corporation as of the Effective Time to, obtain and fully pay in full the aggregate premium for) for “tail” insurance policies (“Tail Policies”) for the extension of (i) the directors’ and officers’ liability coverage of the Company’s Spinco Entities’ existing directors’ and officers’ insurance policies, and (ii) the Company’s Spinco Entities’ existing fiduciary liability insurance policies, in each case for a claims reporting or discovery period of six years from and after the Effective Time (the “Tail Period”) from one or more insurance carriers with the same or better credit rating as the Company’s Spinco Entities’ insurance carrier as of the date of this Agreement with respect to directors ‘directors’ and officers’ liability insurance and fiduciary liability insurance (collectively, “D&O Insurance”) with terms, conditions, retentions and limits of liability that are no less favorable in the aggregate at least as favorable, taken as a whole, to the insureds as the Company’s Spinco Entities’ existing policies with respect to matters existing or occurring at or prior to the Effective Time (including in connection with this Agreement or the Transactions). If the Company fails Spinco Entities and the Surviving Corporation for any reason fail to obtain such “tail” insurance policies as of the Effective Time, Parent the Surviving Corporation shall, and RMT Partner shall cause the Surviving Corporation to, continue to maintain in effect for the Tail Period the D&O Insurance in place as of the date of this Agreement with terms, conditions, retentions and limits of liability that are no less favorable in the aggregate at least as favorable, taken as a whole, to the insureds as provided in the Company’s Spinco Entities’ existing policies as of the date of this Agreement, or Parent the Surviving Corporation shall, and RMT Partner 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 no less favorable in the aggregate at least as favorable, taken as a whole, as provided in the Company’s Spinco Entities’ existing policies as of the date of this Agreement; provided, however, that in no event shall the aggregate cost the Tail Policies and of the D&O Insurance exceed during the Tail Period 300% an amount equal to six multiplied by 300 percent of the current aggregate annual premium paid by the Company Spinco Entities for such purpose for the 2023 fiscal year (which fiscal year 2023 premiums are hereby represented and warranted by the Company to be as set forth in Section 7.14(b) of the Company Disclosure Letter)purpose; and provided, further, that if the cost of such insurance coverage exceeds such amount, Parent or the Company Surviving Corporation shall obtain a policy with the greatest amount of D&O Insurance coverage available for a cost not exceeding such amount. (c) Any Indemnified Party wishing to claim indemnification under this Section 8.15, upon learning of any such Proceeding, shall promptly notify RMT Partner thereof in writing, but the failure to so notify shall not relieve RMT Partner or the Surviving Corporation of any liability it may have to such Indemnified Party except to the extent such failure materially prejudices the indemnifying party. In the event of any Proceeding: (i) RMT Partner or the Surviving Corporation shall have the right to assume the defense thereof (it being understood that by electing to assume the defense thereof, neither RMT Partner nor the Surviving Corporation will be deemed to have waived any right to object to the Indemnified Party’s entitlement to indemnification hereunder with respect thereto or assumed any liability with respect thereto), except that if RMT Partner or the Surviving Corporation elects not to assume such defense or legal counsel for the Indemnified Party advises that there are issues which raise conflicts of interest between RMT Partner or the Surviving Corporation and the Indemnified Party, the Indemnified Party may retain legal counsel satisfactory to them, and RMT Partner or the Surviving Corporation shall pay all reasonable and documented out-of-pocket fees and expenses of such legal counsel for the Indemnified Party promptly as statements therefor are received; provided, however, that RMT Partner and the Surviving Corporation shall be obligated pursuant to this Section 8.15(c) to pay for only one firm of legal counsel for all Indemnified Parties 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 RMT Partner or the Surviving Corporation elects to assume such defense and RMT Partner and the Surviving Corporation shall cooperate in the defense of any such matter if RMT Partner or the Surviving Corporation 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 RMT Partner or the Surviving Corporation elects to assume such defense and RMT Partner and the Surviving Corporation shall not be liable for any settlement effected without their prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed) if RMT Partner or the Surviving Corporation elects not to assume such defense; (iv) RMT Partner and the Surviving Corporation shall not have any obligation hereunder to any Indemnified Party if and when a court of competent jurisdiction shall ultimately determine, and such determination shall have become final, that the indemnified action of such Indemnified Party in the manner contemplated hereby is prohibited by applicable Law; and (v) all rights to indemnification in respect of any such Proceedings shall continue until final disposition of all such Proceedings. (d) 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 expenses relating thereto now existing in favor of any Indemnified Party as provided in the Organizational Documents of the Spinco Entities or any indemnification agreement between such Indemnified Party and the Spinco Entities, in each case, as in effect on the date of this Agreement, 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 RMT Partner or the Surviving Corporation or any of their respective successors or assigns (i) shall consolidate with or merge into any other Person and shall not be the continuing or surviving Person of such consolidation or merger or (ii) shall transfer all or substantially all of its properties and assets to any Person, then, and in each such case, proper provisions shall be made so that the successors and assigns of RMT Partner or the Surviving Corporation shall assume all of the obligations set forth in this Section 8.15. (f) The rights of the Indemnified Parties under this Section 8.15 are in addition to any rights such Indemnified Parties may have under the Organizational Documents of the Spinco Entities, or under any applicable Contracts or Laws and nothing in this Agreement is intended to, shall be construed 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 Spinco Entities for any of their respective directors, officers or other employees (it being understood that the indemnification provided for in this Section 8.15 is not prior to or in substitution of any such claims under such policies). (g) This Section 8.15 is intended to be for the benefit of, and from and after the Effective Time shall be enforceable by, each of the Indemnified Parties, who shall be third-party beneficiaries of this Section 8.15.

Indemnification; Directors’ and Officers’ Insurance. (a) From and after the Effective Time, Parent and the Surviving Company shall indemnify and hold harmless subject to the fullest extent as such individuals would be indemnified as of the date of this Agreement under applicable Law, the Company’s Organizational Documents Amalgamated Company shall indemnify, defend and any indemnification agreements in effect as hold harmless, and provide advancement of expenses to, the date of this Agreement, each present and former (determined as officers and directors of the Effective Time) director PRE and officer of the Company or any of its Subsidiaries or any Person who prior to or at the Effective Time served at the request of the Company or any of and Axis and its Subsidiaries as a director or officer of another Person in which the Company or any of its Subsidiaries has an equity investment(collectively, in each case, when acting in such capacity (the “Indemnified Parties”), ) against any costs or expenses (including reasonable attorneys’ fees, costs and expenses), judgments, inquiries, fines, all losses, claims, damages damages, costs, expenses, liabilities or liabilities incurred judgments that are paid in settlement of or in connection with, arising out of with any Legal Action based or otherwise related to any Proceedingarising, in connection withwhole or in part, arising out or such Indemnified Party’s service as an officer or director of PRE, Axis or otherwise related to matters existing or occurring at or any of their respective Subsidiaries prior to the Effective Time, whether asserted or claimed prior to, at or after after, the Effective Time, Time (including acts or omissions occurring in connection with (i) the approval of this Agreement or and the consummation of the Transactions, and (ii) actions to enforce this provision or any other indemnification or advancement right of any Indemnified Party, and Parent and the Surviving Company shall also advance expenses as incurred to the fullest extent that such individual would have been entitled to provided or permitted under applicable Law, the CompanyPRE’s Organizational Documents and Axis’s Organizational Documents (as the case may be) and any indemnification agreements agreement entered into between PRE or any of its Subsidiaries and such Indemnified Party, or Axis or any of its Subsidiaries and such Indemnified Party, in each case as in effect as of the date of this Agreement; provided, that any Person to whom expenses are advanced provides an undertaking to repay such advances if it is ultimately determined by final adjudication that such Person is not entitled to indemnification. (b) Prior to The Amalgamated Company shall, at the Effective Time, the Company shall purchase (and pay in full the aggregate premium for) purchase, a “tail” insurance policies (“Tail Policies”) for the extension of (i) the directors’ and officers’ liability coverage insurance policy, for PRE’s and its Subsidiaries’ present and former directors and officers and Axis’s and its Subsidiaries’ present and former directors and officers who are covered prior to the Effective Time by existing policies of the Company’s existing directors’ and officers’ insurance liability insurance, with coverage for six years following the Effective Time and on other terms that provide at least substantially equivalent benefits to the covered persons as such existing policies. If such prepaid “tail policy” has been obtained by the Amalgamated Company, it shall be deemed to satisfy all obligations pursuant to this Section 5.3(b) and the Amalgamated Company shall use its reasonable best efforts to cause such “tail policy” to be maintained in full force and effect for its full term and to honor all of its obligations thereunder. (c) If the Amalgamated Company or any of its respective successors or assigns: (i) shall consolidate with or merge into any other Person and shall not be the continuing or surviving corporation or entity of such consolidation or merger or (ii) the Company’s existing fiduciary liability insurance policiesshall transfer all or substantially all of its properties or assets to any Person, then, in each case for a claims reporting case, the Amalgamated Company or discovery period any of six years from its respective successors and after the Effective Time (the “Tail Period”) from one or more insurance carriers with the same or better credit rating assigns, as the Company’s insurance carrier applicable, shall take such action as may be necessary so that such Person shall assume all of the date of this Agreement with respect to directors ‘and officers’ liability insurance and fiduciary liability insurance (collectively, “D&O Insurance”) with terms, conditions, retentions and limits of liability that are no less favorable in the aggregate to the insureds as the Company’s existing policies with respect to matters existing or occurring at or prior to the Effective Time (including in connection with this Agreement or the Transactions). If the Company fails to obtain such “tail” insurance policies as of the Effective Time, Parent shall continue to maintain in effect for the Tail Period the D&O Insurance in place as of the date of this Agreement with terms, conditions, retentions and limits of liability that are no less favorable in the aggregate to the insureds as provided in the Company’s existing policies as of the date of this Agreement, or Parent shall purchase comparable D&O Insurance for the Tail Period with terms, conditions, retentions and limits of liability that are no less favorable in the aggregate as provided in the Company’s existing policies as of the date of this Agreement; provided, that in no event shall the aggregate cost the Tail Policies and the D&O Insurance exceed during the Tail Period 300% of the current aggregate annual premium paid by the Company for such purpose for the 2023 fiscal year (which fiscal year 2023 premiums are hereby represented and warranted by the Company to be as applicable obligations set forth in this Section 7.14(b5.3. (d) This Section 5.3 is intended to be for the benefit of, and shall be enforceable by, each of the Company Disclosure Letter); Indemnified Parties and providedtheir heirs and representatives, furtherand are in addition to, and not in substitution for, any other rights to indemnification or contribution that if the cost of any such insurance coverage exceeds such amountIndemnified Party may have by Contract, Parent applicable Law or the Company shall obtain a policy with the greatest amount of D&O Insurance available for a cost not exceeding such amountotherwise.

Indemnification; Directors’ and Officers’ Insurance. (a) Without limiting any other right that an Indemnified Person may have pursuant to any employment agreement or indemnification agreement in effect on the date hereof or otherwise, the Surviving Corporation shall, and Parent shall cause the Surviving Corporation, to do the following: (i) For six (6) years after the Effective Time, to the fullest extent permitted by applicable Law, the Surviving Corporation shall indemnify, defend and hold harmless (and advance expenses in connection therewith, subject to a customary undertaking from the applicable Indemnified Person to return such advances if it is determined by the final adjudication of a court of law that the Indemnified Person is not entitled to indemnification hereunder) the present and former directors, officers, employees, fiduciaries and agents of the Company and its Subsidiaries, and any individuals serving in such capacity at or with respect to other Persons at the Company’s or its Subsidiaries’ request (each, an “Indemnified Person”) from and against any losses, claims, damages, liabilities, costs, expenses (including attorneys’ fees), judgments, fines, penalties and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect thereof) in respect of the Indemnified Persons having served in such capacity at or prior to the Effective Time, in each case, to the fullest extent permitted by the DGCL or provided under the Organizational Documents of the Company and its Subsidiaries in effect on the date hereof. If any Indemnified Person is made party to any Proceeding arising out of or relating to matters that would be indemnifiable pursuant to the immediately preceding sentence, the Surviving Corporation shall advance fees, costs and expenses (including attorneys’ fees and disbursements) as incurred by such Indemnified Person in connection with and prior to the final disposition of such claim, action, suit, proceeding or investigation in each case to the extent the Company is required to do so and on the same terms as provided in the Organizational Documents of the Company and its Subsidiaries in effect on the date hereof; provided that any Indemnified Person wishing to claim indemnification or advancement of expenses under this Section 6.10, upon learning of any such Proceeding, shall notify the Surviving Corporation (but the failure so to notify shall not relieve the Surviving Corporation from any obligations that it may have under this Section 6.10 except to the extent such failure materially prejudices such party’s position with respect to such claims); and (ii) For six (6) years after the Effective Time, Parent shall cause the Surviving Corporation to maintain in effect provisions in the Organizational Documents of the Surviving Corporation and its Subsidiaries (or in such documents of any successor to the business thereof) regarding elimination of liability of directors and officers, indemnification of officers, directors, employees, fiduciaries and agents and advancement of fees, costs and expenses that are no less advantageous to the intended beneficiaries than the corresponding provisions in existence on the date of this Agreement. (b) From and after the Effective Time, Parent shall guarantee and stand surety for, and shall cause the Surviving Company shall indemnify and hold harmless Corporation to the fullest extent as such individuals would be indemnified as of the date of this Agreement honor its obligations under applicable Law, the Company’s Organizational Documents and any indemnification agreements in effect as of the date of this Agreement, each present and former Section 6.10(a). (determined as of the Effective Timec) director and officer of the Company or any of its Subsidiaries or any Person who prior to or at the Effective Time served at the request of the Company or any of its Subsidiaries as a director or officer of another Person in which the Company or any of its Subsidiaries has an equity investment, in each case, when acting in such capacity For six (the “Indemnified Parties”), against any costs or expenses (including reasonable attorneys’ fees, costs and expenses), judgments, inquiries, fines, losses, claims, damages or liabilities incurred in connection with, arising out of or otherwise related to any Proceeding, in connection with, arising out of or otherwise related to matters existing or occurring at or prior to the Effective Time, whether asserted or claimed prior to, at or 6) years after the Effective Time, including Parent shall cause the Surviving Corporation and its Subsidiaries to honor and comply with their respective obligations under any indemnification agreement with any Indemnified Person that is set forth in connection with (iSchedule 6.10(b) this Agreement or of the TransactionsCompany Disclosure Letter, and (ii) actions to enforce this provision not amend, repeal or otherwise modify any other indemnification or advancement such agreement in any manner that would materially and adversely affect any right of any Indemnified Party, and Parent and the Surviving Company shall also advance expenses as incurred to the fullest extent that such individual would have been entitled to under applicable Law, the Company’s Organizational Documents and any indemnification agreements in effect as of the date of this Agreement; provided, that any Person to whom expenses are advanced provides an undertaking to repay such advances if it is ultimately determined by final adjudication that such Person is not entitled to indemnificationthereunder. (bd) Prior to the Effective Time, the Company shall purchase (or, if the Company is unable to, Parent shall cause the Surviving Corporation as of the Effective Time to, obtain and fully pay in full the aggregate premium for) “tail” insurance policies (“Tail Policies”) for the non-cancellable extension of (i) the directors’ and officers’ liability coverage of the Company’s existing directors’ and officers’ insurance policies, policies and (ii) the Company’s existing fiduciary liability insurance policiespolicies (collectively, in each case “D&O Insurance”), which D&O Insurance shall (i) be for a claims reporting or discovery period of at least six (6) years from and after the Effective Time with respect to any claim related to any period of time at or prior to the Effective Time, (the “Tail Period”ii) be from one or more an insurance carriers 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 ‘D&O Insurance and officers’ liability insurance and fiduciary liability insurance (collectively, “D&O Insurance”iii) with have terms, conditions, retentions and limits of liability that are no less favorable in than the aggregate to the insureds as coverage provided under the Company’s existing policies with respect to matters existing any actual or occurring alleged error, misstatement, misleading statement, act, omission, neglect, breach of duty or any matter claimed against an Indemnified Person by reason of him or her having served in such capacity that existed or occurred at or prior to the Effective Time (including in connection with this Agreement or the Transactions). If ; provided that the Company fails shall give Parent a reasonable opportunity to obtain such “tail” insurance policies as of the Effective Time, Parent shall continue to maintain in effect for the Tail Period the D&O Insurance in place as of the date of this Agreement with terms, conditions, retentions and limits of liability that are no less favorable participate in the aggregate selection of such tail policy and the Company shall give reasonable and good faith consideration to the insureds as provided in the Company’s existing policies as of the date of this Agreement, or any comments made by Parent shall purchase comparable D&O Insurance for the Tail Period with terms, conditions, retentions and limits of liability that are no less favorable in the aggregate as provided in the Company’s existing policies as of the date of this Agreementrespect thereto; provided, further that in no event the cost of any such tail policy shall the aggregate cost the Tail Policies and the D&O Insurance not exceed during the Tail Period 300350% of the current aggregate annual premium paid by the Company for such purpose for in respect of the 2023 fiscal year D&O Insurance (which fiscal year 2023 premiums are hereby represented and warranted by the Company to be as amount is set forth in Section 7.14(bSchedule 6.10(d) of the Company Disclosure Letter); and provided, further, that if the cost aggregate premiums of such insurance coverage exceeds tail policy exceed such amount, Parent or the Company shall, or Parent shall cause the Surviving Corporation to, as applicable, obtain a policy with the greatest amount of D&O Insurance available coverage available, with respect to matters occurring prior to the Effective Time, for a cost not exceeding such amount. (e) If either Parent or the Surviving Corporation or any of their respective successors or assigns (i) consolidates with or merges into any other Person and shall not be the continuing or surviving corporation or entity of such consolidation or merger, or (ii) transfers or conveys all or substantially all of its properties and assets to any Person or consummates any division transaction, then, and in each such case, to the extent necessary, proper provision shall be made so that the successors and assigns of Parent or the Surviving Corporation (as applicable) shall assume the obligations set forth in this Section 6.10. (f) The rights of each Indemnified Person under this Section 6.10 shall be in addition to any rights such Person may have under the Organizational Documents of the Company or any of its Subsidiaries under the DGCL or any other applicable Law or under any agreement of any Indemnified Person with the Company or any of its Subsidiaries that is set forth in Schedule 6.10(b) of the Company Disclosure Letter.

Indemnification; Directors’ and Officers’ Insurance. (a) From --------------------------------------------------- and after the Effective Time, Parent and Purchaser agrees that it will cause the Surviving Company shall Corporation to indemnify and hold harmless to the fullest extent as such individuals would be indemnified as of the date of this Agreement under applicable Law, the Company’s Organizational Documents and any indemnification agreements in effect as of the date of this Agreement, each present and former (director and officer of the Company, determined as of the Effective Time) director and officer of the Company or any of its Subsidiaries or any Person who prior to or at the Effective Time served at the request of the Company or any of its Subsidiaries as a director or officer of another Person in which the Company or any of its Subsidiaries has an equity investment, in each case, when acting in such capacity (the “"Indemnified ----------- Parties”"), against any costs or expenses (including reasonable attorneys’ ' fees, costs and expenses), ------- judgments, inquiries, fines, losses, claims, damages or liabilities (collectively, "Costs") ----- incurred in connection withwith any Action, whether civil, criminal, administrative or investigative, arising out of or otherwise related to any Proceeding, in connection with, arising out of or otherwise related to matters existing or occurring at or prior to the Effective Time, whether asserted or claimed prior to, at or after the Effective Time, including in connection with (i) this Agreement or to the Transactions, and (ii) actions fullest extent that the Company is permitted to enforce this provision or any other indemnification or advancement right of any Indemnified Party, and Parent do so under Delaware law and the Surviving Company Certificate or Company By-Laws in effect on the date hereof (and Purchaser shall also advance expenses as incurred to the fullest extent that such individual would have been entitled to permitted under applicable Law, law provided the Company’s Organizational Documents and any indemnification agreements in effect as of the date of this Agreement; provided, that any Person person to whom expenses are advanced provides an undertaking to repay such advances if it is ultimately determined by final adjudication that such Person person is not entitled to indemnification); provided that any determination required to be made with respect to whether an -------- officer's or director's conduct complies with the standards set forth under Delaware law and the Company Certificate and Company By-Laws shall be made by independent counsel selected by the Surviving Corporation. (b) Prior Any Indemnified Party wishing to claim indemnification under paragraph (a) of this Section 7.9, upon learning of any such Action, shall promptly notify Purchaser thereof. In the event of any such Action (whether arising before or after the Effective Time), the Company shall purchase (and pay in full the aggregate premium for) “tail” insurance policies (“Tail Policies”) for the extension of (i) Purchaser or the directors’ Surviving Corporation shall have the right to assume the defense thereof and officers’ liability coverage Purchaser shall not be liable to such Indemnified Parties for any legal expenses of other counsel or any other expenses subsequently incurred by such Indemnified Parties in connection with the Company’s existing directors’ defense thereof, except that if Purchaser or the Surviving Corporation elects not to assume such defense or counsel for the Indemnified Parties advises that, in such counsel's reasonable judgment, there are material issues that constitute conflicts of interest between Purchaser or the Surviving Corporation and officers’ insurance policiesthe Indemnified Parties, the Indemnified Parties may retain counsel satisfactory to them, and Purchaser or the Surviving Corporation shall pay all reasonable fees and expenses of such counsel for the Indemnified Parties promptly as statements therefor are received; provided, -------- however, that Purchaser shall be obligated pursuant to this paragraph (b) to pay ------- for only one firm of counsel for all Indemnified Parties in any jurisdiction, (ii) the Company’s existing fiduciary liability insurance policies, in each case for a claims reporting or discovery period of six years from and after the Effective Time (the “Tail Period”) from one or more insurance carriers with the same or better credit rating as the Company’s insurance carrier as of the date of this Agreement with respect to directors ‘and officers’ liability insurance and fiduciary liability insurance (collectively, “D&O Insurance”) with terms, conditions, retentions and limits of liability that are no less favorable Indemnified Parties will cooperate in the aggregate to the insureds as the Company’s existing policies with respect to matters existing or occurring at or defense of any such matter and (iii) Purchaser shall not be liable for any settlement effected without its prior to the Effective Time (including in connection with this Agreement or the Transactions). If the Company fails to obtain such “tail” insurance policies as of the Effective Time, Parent shall continue to maintain in effect for the Tail Period the D&O Insurance in place as of the date of this Agreement with terms, conditions, retentions and limits of liability that are no less favorable in the aggregate to the insureds as provided in the Company’s existing policies as of the date of this Agreement, or Parent shall purchase comparable D&O Insurance for the Tail Period with terms, conditions, retentions and limits of liability that are no less favorable in the aggregate as provided in the Company’s existing policies as of the date of this Agreement; provided, that in no event shall the aggregate cost the Tail Policies and the D&O Insurance exceed during the Tail Period 300% of the current aggregate annual premium paid by the Company for such purpose for the 2023 fiscal year (which fiscal year 2023 premiums are hereby represented and warranted by the Company to be as set forth in Section 7.14(b) of the Company Disclosure Letter)written consent; and provided, further, however, that Purchaser 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, that the indemnification of such Indemnified Party in the manner contemplated hereby is pro hibited by applicable law. (c) The Surviving Corporation shall be permitted to maintain the Company's existing officers' and directors' liability insurance ("D&O --- Insurance") for a period of two years after the Effective Time so long as the annual premium therefor is not in excess of 150% of the last annual premium paid prior to the date hereof (the "D&O Premium"); provided, however, if the cost existing ----------- -------- ------- D&O Insurance expires, is terminated or canceled during such two year period, the Surviving Corporation will use its best efforts to obtain as much D&O Insurance as can be obtained for the remainder of such insurance coverage exceeds such amount, Parent or the Company shall obtain a policy with the greatest amount of D&O Insurance available period for a cost premium not exceeding such amountin excess (on an annualized basis) of the D&O Premium.

Indemnification; Directors’ and Officers’ Insurance. (a) From and after the Effective Time, Parent and Kroger shall, or shall cause the Surviving Company shall Corporation to, indemnify and hold harmless to the fullest extent as such individuals would be indemnified as of the date of this Agreement under applicable Law, the Company’s Organizational Documents and any indemnification agreements in effect as of the date of this Agreement, each present and former (determined as of the Effective Time) director and officer of the Company Fred Meyer or any of its Subsidiaries or any Person who prior to or at the Effective Time served at the request of the Company or any of its Subsidiaries as a director or officer of another Person in which the Company or any of its Subsidiaries has an equity investment, in each case, (when acting in such capacity capacity) (the “"Indemnified Parties”"), against any costs or expenses (including reasonable attorneys’ ' fees, costs and expenses), judgments, inquiries, fines, losses, claims, damages or liabilities incurred in connection withwith any claim, arising out of action, suit, proceeding or otherwise related to any Proceedinginvestigation, in connection withwhether civil, arising out of criminal, administrative or otherwise related to matters investigative, for acts or omissions existing or occurring at or prior to the Effective Time, whether asserted or claimed prior to, at or after the Effective Time, including in connection with to the fullest extent permitted under the DGCL or other applicable law, as applicable (i) this Agreement and Kroger shall, or the Transactions, and (ii) actions to enforce this provision or any other indemnification or advancement right of any Indemnified Party, and Parent and shall cause the Surviving Company shall Corporation to, also advance expenses as incurred to the fullest extent that such individual would have been entitled to permitted under the DGCL or other applicable Lawlaw, provided the Company’s Organizational Documents and any indemnification agreements in effect as of the date of this Agreement; provided, that any Person to whom expenses are advanced provides an undertaking to repay such advances if it is ultimately determined by final adjudication that such Person is not entitled to indemnification). (b) Prior Kroger shall maintain, or cause the Surviving Corporation to the Effective Timemaintain, the Company shall purchase (a policy of officers' and pay in full the aggregate premium for) “tail” insurance policies (“Tail Policies”) for the extension of (i) the directors’ and officers’ liability coverage of the Company’s existing directors’ and officers’ insurance policies, and (ii) the Company’s existing fiduciary ' liability insurance policies, in each case for a claims reporting or discovery period of six years from acts and after the Effective Time (the “Tail Period”) from one or more insurance carriers with the same or better credit rating as the Company’s insurance carrier as of the date of this Agreement with respect to directors ‘and officers’ liability insurance and fiduciary liability insurance (collectively, “D&O Insurance”) with terms, conditions, retentions and limits of liability that are no less favorable in the aggregate to the insureds as the Company’s existing policies with respect to matters existing or omissions occurring at or prior to the Effective Time (including "D&O Insurance") with coverage in connection with this Agreement or the Transactions). If the Company fails to obtain such “tail” amount and scope at least as favorable as its existing directors' and officers' liability insurance policies as coverage for a period of six years after the Effective Time; provided, Parent however, if the existing D&O Insurance expires, is terminated or canceled, or if the annual premium therefor is increased to an amount in excess of 200% of the last annualized premium paid prior to this date (the "Current Premium"), in each case during such six year period, Kroger shall, or shall continue to maintain in effect for cause the Tail Period the Surviving Corporation to, obtain D&O Insurance in place an amount and scope as of the date of this Agreement with terms, conditions, retentions and limits of liability that are no less favorable in the aggregate to the insureds great as provided in the Company’s existing policies as of the date of this Agreement, or Parent shall purchase comparable D&O Insurance can be obtained for the Tail Period with terms, conditions, retentions and limits remainder of liability that are no less favorable such period for a premium not in the aggregate as provided in the Company’s existing policies as excess (on an annualized basis) of the date of this Agreement; provided, that in no event shall the aggregate cost the Tail Policies and the D&O Insurance exceed during the Tail Period 300200% of the current aggregate annual premium paid by Current Premium. (c) If Kroger or the Company for Surviving Corporation or any of their respective successors or assigns (i) shall consolidate with or merge into any other corporation or other entity and shall not be the continuing or surviving corporation or entity of the consolidation or merger or (ii) shall transfer all or substantially all of its properties and assets to any individual, corporation or other entity, then and in each such purpose for case, proper provisions shall be made so that the 2023 fiscal year (which fiscal year 2023 premiums are hereby represented successors and warranted by assigns of Kroger or the Company to be as Surviving Corporation shall assume all of the obligations set forth in this Section 7.14(b6.11. (d) The provisions of this Section 6.11 are intended to be for the benefit of, and shall be enforceable by, each of the Company Disclosure Letter); Indemnified Parties, their heirs and provided, further, that if the cost of such insurance coverage exceeds such amount, Parent or the Company shall obtain a policy with the greatest amount of D&O Insurance available for a cost not exceeding such amounttheir representatives.

Indemnification; Directors’ and Officers’ Insurance. (a) From and after the Effective Time, Parent shall, and shall cause the Surviving Company shall indemnify Corporation to, indemnify, defend and hold harmless to the fullest extent as such individuals would be indemnified as of the date of this Agreement under applicable Law, the Company’s Organizational Documents and any indemnification agreements in effect as of the date of this Agreement, each present and former (determined as of the Effective Time) director officers, directors, employees and officer agents of the Company or any of and its Subsidiaries or any Person who prior to or at the Effective Time served at the request of the Company or any of its Subsidiaries as a director or officer of another Person in which the Company or any of its Subsidiaries has an equity investment, in each case, when acting in such capacity subsidiaries (the “"Indemnified Parties”), ") against any costs or expenses (including reasonable attorneys’ fees, costs and expenses), judgments, inquiries, fines, all losses, claims, damages damages, expenses or liabilities incurred in connection with, arising out of or otherwise related to any Proceeding, in connection with, arising out of actions or otherwise related to matters existing omissions or occurring at alleged actions or prior to the Effective Time, whether asserted or claimed prior to, at or after the Effective Time, including in connection with (i) this Agreement or the Transactions, and (ii) actions to enforce this provision or any other indemnification or advancement right of any Indemnified Party, and Parent and the Surviving Company shall also advance expenses as incurred to the fullest extent that such individual would have been entitled to under applicable Law, the Company’s Organizational Documents and any indemnification agreements in effect as of the date of this Agreement; provided, that any Person to whom expenses are advanced provides an undertaking to repay such advances if it is ultimately determined by final adjudication that such Person is not entitled to indemnification. (b) Prior to the Effective Time, the Company shall purchase (and pay in full the aggregate premium for) “tail” insurance policies (“Tail Policies”) for the extension of (i) the directors’ and officers’ liability coverage of the Company’s existing directors’ and officers’ insurance policies, and (ii) the Company’s existing fiduciary liability insurance policies, in each case for a claims reporting or discovery period of six years from and after the Effective Time (the “Tail Period”) from one or more insurance carriers with the same or better credit rating as the Company’s insurance carrier as of the date of this Agreement with respect to directors ‘and officers’ liability insurance and fiduciary liability insurance (collectively, “D&O Insurance”) with terms, conditions, retentions and limits of liability that are no less favorable in the aggregate to the insureds as the Company’s existing policies with respect to matters existing or omissions occurring at or prior to the Effective Time (i) to the full extent permitted by California law or, if the protections afforded thereby to an Indemnified Person are greater, (ii) to the same extent and on the same terms and conditions (including with respect to advancement of expenses) provided for in the Company's Restated Articles of Incorporation and By-Laws and agreements (including indemnification agreements to which directors or officers of the Company or its subsidiaries are parties) in effect at the date hereof and identified in Section 6.6 of the Company Disclosure Schedule (to the extent consistent with applicable law), which provisions and agreements will survive the Merger and continue in full force and effect after the Effective Time. Without limiting the foregoing, (i) Parent shall, and shall cause the Surviving Corporation to, periodically advance reasonable legal and other expenses (including of counsel selected by the Indemnified Party and reasonably acceptable to Parent) as incurred by an Indemnified Party with respect to the foregoing to the full extent permitted under applicable law, and (ii) any determination required to be made with respect to whether an Indem- nified Party shall be entitled to indemnification shall, if requested by such Indemnified Party, be made by independent legal counsel selected by the Surviving Corporation and reasonably satisfactory to such Indemnified Party. Notwithstanding the foregoing, Parent shall not, in connection with this Agreement any one action or proceeding for which it is obligated to indemnify the TransactionsIndemnified Parties hereunder or separate but substantially similar actions or proceedings arising out of the same general allegations be liable for fees and expenses of more than one separate firm of attorneys (in addition to any local counsel) at any time for all Indemnified Parties (except in the event that one or more of the Indemnified Parties shall have an actual or potential conflict of interest that would make it reasonably advisable to retain separate counsel). If Parent shall be entitled to participate in the Company fails defense of any such action or proceeding and counsel selected by the Indemnified Party shall, to obtain such “tail” insurance policies as of the extent consistent with their professional responsibilities, cooperate with Parent and any counsel designated by Parent. (b) Parent agrees that the Company, and, from and after the Effective Time, Parent the Surviving Corporation, shall continue cause to maintain be maintained in effect for not less than six years from the Tail Period Effective Time the D&O Insurance in place as current policies of the date directors' and officers' liability insurance maintained by the Company; provided that the Surviving Corporation may substitute therefor other policies of this Agreement with terms, conditions, retentions at least the same coverage amounts and limits of liability that are no which contain terms and conditions not less favorable in the aggregate advantageous to the insureds as provided in the Company’s existing policies as of the date of this Agreement, or Parent shall purchase comparable D&O Insurance for the Tail Period with terms, conditions, retentions and limits of liability that are no less favorable in the aggregate as provided in the Company’s existing policies as of the date of this Agreement; provided, that in no event shall the aggregate cost the Tail Policies and the D&O Insurance exceed during the Tail Period 300% beneficiaries of the current aggregate annual premium paid by policies and provided that such substitution shall not result in any gaps or lapses in coverage with respect to matters occurring prior to the Company for such purpose for the 2023 fiscal year (which fiscal year 2023 premiums are hereby represented and warranted by the Company to be as set forth in Section 7.14(b) of the Company Disclosure Letter)Effective Time; and provided, further, that the Surviving Corporation shall not be required to pay an annual premium in excess of 250% of the last annual premium paid by the Company prior to the date hereof and if the cost of such Surviving Corporation is unable to obtain the insurance coverage exceeds such amount, Parent or the Company required by this Section 6.6(b) it shall obtain a policy with the greatest amount of D&O Insurance available as much comparable insurance as possible for a cost not exceeding an annual premium equal to such maximum amount. (c) Parent shall guarantee the obligations of the Surviving Corporation under this Section 6.6. (d) This Section 6.6 shall survive the consummation of the Merger at the Effective Time, is intended to benefit the Company, the Surviving Corporation and the Indemnified Parties, shall be binding on all successors and assigns of Parent and the Surviving Corporation, and shall be enforceable by the Indemnified Parties.

Indemnification; Directors’ and Officers’ Insurance. (a) From and after the Effective Time, Parent and the Surviving Company Corporation shall, and Parent shall cause the Surviving Corporation to, indemnify and hold harmless harmless, to the fullest extent provided for under the Company Charter and Company bylaws as such individuals would be indemnified as of in effect on the date of this Agreement hereof (and the Surviving Corporation shall also advance expenses as incurred to the fullest extent provided for under applicable Law, the Company’s Organizational Documents Company Charter and any indemnification agreements Company bylaws as in effect as of on the date hereof; provided that the Person to whom expenses are advanced provides an undertaking to repay such advances if it is finally determined by a court of this Agreementcompetent jurisdiction that such Person is not entitled to indemnification), each present Person who was entitled to such indemnification and former (determined as of the Effective Time) director and officer of advancement from the Company or any of and its Subsidiaries or any Person who prior to or at the Effective Time served at the request of the Company or any of its Subsidiaries as a director or officer of another Person in which the Company or any of its Subsidiaries has an equity investment, (in each case, when acting in such capacity capacity) immediately prior to the date hereof (collectively, the “Indemnified Parties”), ) against any costs or expenses (including reasonable attorneys’ fees, costs and expenses), judgments, inquiries, fines, losses, claims, damages or liabilities incurred in connection withwith any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of or otherwise related to any Proceedingsuch Indemnified Parties’ service as a director, in connection with, arising out officer or employee of the Company or otherwise related to matters existing its Subsidiaries or occurring services performed by such Persons at the request of the Company or its Subsidiaries at or prior to the Effective Time, whether asserted or claimed prior to, at or after the Effective Time, including in connection with (i) the Merger and the other transactions contemplated by this Agreement or the Transactions, and (ii) actions to enforce this provision Section 6.9 or any other indemnification or advancement right of any Indemnified Party, and Parent and the Surviving Company shall also advance expenses as incurred to the fullest extent that such individual would have been entitled to under applicable Law, the Company’s Organizational Documents and any indemnification agreements in effect as of the date of this Agreement; provided, that any Person to whom expenses are advanced provides an undertaking to repay such advances if it is ultimately determined by final adjudication that such Person is not entitled to indemnification. (b) Prior to the Effective Time, the Company shall, and if the Company is unable to, Parent shall purchase (cause the Surviving Corporation as of the Effective Time to, obtain and fully pay in full the aggregate premium for) “tail” insurance policies (“Tail Policies”) for the extension of (i) the directors’ and officers’ liability coverage of the Company’s existing directors’ and officers’ insurance policies, and (ii) the Company’s existing fiduciary liability insurance policies, in each case for a claims reporting or discovery period of at least six (6) years from and after the Effective Time (the “Tail Period”) from one or more an insurance carriers 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 ‘directors’ and officers’ liability insurance and fiduciary liability insurance (collectively, “D&O Insurance”) with terms, conditions, retentions and limits of liability that are no less at least as favorable in the aggregate to the insureds as the Company’s existing policies with respect to matters existing any actual or occurring alleged error, misstatement, misleading statement, act, omission, neglect, breach of duty or any matter claimed against a director or 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 Transactionstransactions or actions contemplated hereby). If the Company fails 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 Tail Period Effective Time the D&O Insurance in place as of the date of this Agreement hereof with terms, conditions, retentions and limits of liability that are no less at least as favorable in the aggregate to the insureds as provided in the Company’s existing policies as of the date of this Agreementhereof, or the Surviving Corporation shall, and Parent shall cause the Surviving Corporation to, use reasonable best efforts to purchase comparable D&O Insurance for the Tail Period such six-year period with terms, conditions, retentions and limits of liability that are no less at least as favorable in the aggregate as provided in the Company’s existing policies as of the date of this Agreementhereof; provided, however, that in no event shall Parent or the aggregate cost the Tail Policies and the D&O Insurance exceed during the Tail Period Surviving Corporation be required to expend for such policies pursuant to this sentence an annual premium amount in excess of 300% of the current aggregate annual premium premiums currently paid by the Company for such purpose for the 2023 fiscal year (which fiscal year 2023 premiums are hereby represented and warranted by the Company to be as set forth in Section 7.14(b) of the Company Disclosure Letter)insurance; and provided, further, that if the cost annual premiums of such insurance coverage exceeds exceed such amount, Parent or the Company Surviving Corporation shall obtain a policy with the greatest amount of D&O Insurance coverage available for a cost not exceeding such amount. (c) If Parent Holdco, Parent or the Surviving Corporation or any of their respective successors or assigns shall (i) consolidate with or merge into any other corporation or entity and shall not be the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfer all or substantially all of its properties and assets to any individual, corporation or other entity, then, and in each such case, proper provisions shall be made so that the successors and assigns of Parent Holdco, Parent or the Surviving Corporation shall assume all of the obligations set forth in this Section 6.9. (d) The provisions of this Section 6.9 are intended to be for the benefit of, and shall be enforceable by, each of the Indemnified Parties. (e) The rights of the Indemnified Parties under this Section 6.9 shall be in addition to any rights such Indemnified Parties may have under the certificate of incorporation, certificate of formation or bylaws of the Company or any of its Subsidiaries, or under any applicable Contracts or Laws. All rights to indemnification and exculpation from liabilities for acts or omissions occurring at or prior to the Effective Time and rights to advancement of expenses relating thereto now existing in favor of any Indemnified Party as provided in the certificate of incorporation, certificate of formation or bylaws of the Company or of any Subsidiary of the Company or any indemnification agreement between such Indemnified Party and the Company or any of its Subsidiaries shall survive the Merger or any other transaction contemplated by this Agreement 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) From Without limiting any other right that an Indemnified Person may have pursuant to any employment agreement or indemnification agreement in effect on the date hereof or otherwise, the Surviving Corporation shall, and Parent shall cause the Surviving Corporation, to do the following: (i) For six (6) years after the Effective Time, Parent and the Surviving Company shall indemnify and hold harmless to the fullest extent as such individuals would be indemnified as of the date of this Agreement under permitted by applicable Law, the Company’s Organizational Documents Surviving Corporation shall indemnify, defend and any hold harmless (and advance expenses in connection therewith, subject to a customary undertaking from the applicable Indemnified Person to return such advances if it is determined by the final adjudication of a court of law that the Indemnified Person is not entitled to indemnification agreements in effect as of hereunder) the date of this Agreement, each present and former (determined as of the Effective Time) director directors, officers, employees, fiduciaries and officer agents of the Company or and its Subsidiaries, and any of its Subsidiaries or any Person who prior to or at the Effective Time served at the request of the Company or any of its Subsidiaries as a director or officer of another Person in which the Company or any of its Subsidiaries has an equity investment, in each case, when acting individuals serving in such capacity at or with respect to other Persons at the Company’s or its Subsidiaries’ request (the each, an “Indemnified PartiesPerson”), ) from and against any costs or losses, claims, damages, liabilities, costs, expenses (including reasonable attorneys’ fees, costs and expenses), judgments, inquiries, fines, lossespenalties and amounts paid in settlement (including all interest, claims, damages assessments and other charges paid or liabilities incurred payable in connection with, arising out with or in respect thereof) in respect of or otherwise related to any Proceeding, the Indemnified Persons having served in connection with, arising out of or otherwise related to matters existing or occurring such capacity at or prior to the Effective Time, whether asserted in each case, to the fullest extent permitted by the DGCL or claimed provided under the Organizational Documents of the Company and its Subsidiaries in effect on the date hereof. If any Indemnified Person is made party to any Proceeding arising out of or relating to matters that would be indemnifiable pursuant to the immediately preceding sentence, the Surviving Corporation shall advance fees, costs and expenses (including attorneys’ fees and disbursements) as incurred by such Indemnified Person in connection with and prior toto the final disposition of such claim, at action, suit, proceeding or investigation in each case to the extent the Company is required to do so and on the same terms as provided in the Organizational Documents of the Company and its Subsidiaries in effect on the date hereof; provided that any Indemnified Person wishing to claim indemnification or advancement of expenses under this ‎Section 6.9, upon learning of any such Proceeding, shall notify the Surviving Corporation (but the failure so to notify shall not relieve the Surviving Corporation from any obligations that it may have under this ‎Section 6.9 except to the extent such failure materially prejudices such party’s position with respect to such claims); and (ii) For six (6) years after the Effective Time, including Parent shall cause the Surviving Corporation to maintain in connection with effect provisions in the Organizational Documents of the Surviving Corporation and its Subsidiaries (i) this Agreement or the Transactions, and (ii) actions to enforce this provision or any other indemnification or advancement right in such documents of any Indemnified Party, and Parent and the Surviving Company shall also advance expenses as incurred successor to the fullest extent business thereof) regarding elimination of liability of directors and officers, indemnification of officers, directors, employees, fiduciaries and agents and advancement of fees, costs and expenses that such individual would have been entitled are no less advantageous to under applicable Law, the Company’s Organizational Documents and any indemnification agreements intended beneficiaries than the corresponding provisions in effect as of existence on the date of this Agreement; provided, that any Person to whom expenses are advanced provides an undertaking to repay such advances if it is ultimately determined by final adjudication that such Person is not entitled to indemnification. (b) Prior For six (6) years after the Effective Time, Parent shall cause the Surviving Corporation and its Subsidiaries to honor and comply with their respective obligations under any indemnification agreement with any Indemnified Person that is set forth in Schedule ‎6.9(b) of the Company Disclosure Letter, and not amend, repeal or otherwise modify any such agreement in any manner that would materially and adversely affect any right of any Indemnified Person thereunder. (c) On or prior to the Effective Time, Parent shall cause the Company shall purchase (Surviving Corporation as of the Effective Time to, obtain and fully pay in full the aggregate premium for) “tail” insurance policies (“Tail Policies”) for the non-cancellable extension of (i) the directors’ and officers’ liability coverage of the Company’s existing directors’ and officers’ insurance policies, policies and (ii) the Company’s existing fiduciary liability insurance policiespolicies (collectively, in each case “D&O Insurance”), which D&O Insurance shall (i) be for a claims reporting or discovery period of at least six (6) years from and after the Effective Time with respect to any claim related to any period of time at or prior to the Effective Time, (the “Tail Period”ii) be from one or more an insurance carriers 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 ‘D&O Insurance and officers’ liability insurance and fiduciary liability insurance (collectively, “D&O Insurance”iii) with have terms, conditions, retentions and limits of liability that are no less favorable in than the aggregate to the insureds as coverage provided under the Company’s existing policies with respect to matters existing any actual or occurring alleged error, misstatement, misleading statement, act, omission, neglect, breach of duty or any matter claimed against an Indemnified Person by reason of him or her having served in such capacity that existed or occurred at or prior to the Effective Time (including in connection with this Agreement or the Transactions). If ; provided that Parent shall give the Company fails a reasonable opportunity to obtain participate in the selection of such “tail” insurance policies as of the Effective Time, tail policy and Parent shall continue give reasonable and good faith consideration to maintain in effect for any comments made by the Tail Period the D&O Insurance in place as of the date of this Agreement Company with terms, conditions, retentions and limits of liability that are no less favorable in the aggregate to the insureds as provided in the Company’s existing policies as of the date of this Agreement, or Parent shall purchase comparable D&O Insurance for the Tail Period with terms, conditions, retentions and limits of liability that are no less favorable in the aggregate as provided in the Company’s existing policies as of the date of this Agreementrespect thereto; provided, further that in no event the cost of any such tail policy shall the aggregate cost the Tail Policies and the D&O Insurance not exceed during the Tail Period 300350% of the current aggregate annual premium paid by the Company for such purpose for in respect of the 2023 fiscal year D&O Insurance (which fiscal year 2023 premiums are hereby represented and warranted by the Company to be as amount is set forth in Section 7.14(b‎‎Schedule 6.9(c) of the Company Disclosure Letter); and provided, further, that if the cost aggregate premiums of such insurance coverage exceeds tail policy exceed such amount, Parent or the Company shall, or Parent shall cause the Surviving Corporation to, as applicable, obtain a policy with the greatest amount of D&O Insurance available coverage available, with respect to matters occurring prior to the Effective Time, for a cost not exceeding such amount. The cost of the D&O insurance shall be borne entirely by the Company. (d) If either Parent or the Surviving Corporation or any of their respective successors or assigns (i) consolidates with or merges into any other Person and shall not be the continuing or surviving corporation or entity of such consolidation or merger, or (ii) transfers or conveys all or substantially all of its properties and assets to any Person or consummates any division transaction, then, and in each such case, to the extent necessary, proper provision shall be made so that the successors and assigns of Parent or the Surviving Corporation (as applicable) shall assume the obligations set forth in this ‎‎Section 6.9. (e) The rights of each Indemnified Person under this ‎Section 6.9 shall be in addition to any rights such Person may have under the Organizational Documents of the Company or any of its Subsidiaries under the DGCL or any other applicable Law or under any agreement of any Indemnified Person with the Company or any of its Subsidiaries that is set forth in Schedule 6.9(b) of the Company Disclosure Letter.

Indemnification; Directors’ and Officers’ Insurance. (a) From and after the Effective Time, Parent and to the extent permitted by applicable law, the Surviving Company Corporation or Buyer shall indemnify indemnify, defend and hold harmless and shall advance expenses as incurred, in each case to the fullest extent as such individuals would be indemnified (subject to applicable law) any person who is entitled to indemnification (each, a “AMNB Indemnified Party” and collectively, the “AMNB Indemnified Parties”) as of the date of this Agreement under applicable Lawby AMNB pursuant to the AMNB Articles, the Company’s Organizational Documents AMNB Bylaws, the governing or organizational documents of any Subsidiary of AMNB and any indemnification agreements in effect existence as of the date of this Agreement, each present hereof and former (determined as set forth in Section 6.6(a) of the Effective Time) director and officer of the Company or any of its Subsidiaries or any Person who prior to or at the Effective Time served at the request of the Company or any of its Subsidiaries as a director or officer of another Person in which the Company or any of its Subsidiaries has an equity investmentAMNB Disclosure Schedule (collectively, in each case, when acting in such capacity (the “Indemnified PartiesAMNB Charters”), against any costs or expenses (including reasonable attorneys’ fees, costs and expenses), judgments, inquiries, fines, losses, claims, damages or liabilities incurred in connection with, arising out of or otherwise related to any Proceeding, in connection with, arising out of or otherwise related pertaining to matters existing or occurring at or prior to the Effective Time, whether asserted including matters, acts or claimed prior to, at or after the Effective Time, including omissions occurring in connection with (i) the approval of this Agreement or the Transactions, and (ii) actions to enforce this provision or any other indemnification or advancement right of any Indemnified Party, and Parent and the Surviving Company shall also advance expenses as incurred to the fullest extent that such individual would have been entitled to under applicable Law, the Company’s Organizational Documents and any indemnification agreements in effect as of the date of transactions contemplated by this Agreement; provided, that in the case of advancement of expenses, any Person AMNB Indemnified Party to whom expenses are advanced provides an undertaking to repay such advances if it is ultimately determined by final adjudication that such Person AMNB Indemnified Party is not entitled to indemnification. (b) Prior to For a period of six (6) years after the Effective Time, the Company Surviving Corporation or Buyer shall purchase (and pay cause to be maintained in full effect the aggregate premium for) “tail” insurance current policies (“Tail Policies”) for the extension of (i) the directors’ and officers’ liability insurance maintained by AMNB (provided, that the Surviving Corporation or Buyer may substitute therefor policies with a substantially comparable insurer of at least the same coverage and amounts containing terms and conditions that are no less advantageous to the insured) with respect to claims arising from facts or events which occurred at or before the Effective Time, including matters, acts or omissions occurring in connection with the approval of this Agreement and the transactions contemplated by this Agreement; provided, that the Surviving Corporation and Buyer shall not be obligated to expend, on an annual basis, an amount in excess of three hundred percent (300%) of the Companycurrent annual premium paid as of the date hereof by AMNB for such insurance (the “Premium Cap”), and if such premiums for such insurance would at any time exceed the Premium Cap, then the Surviving Corporation or Buyer shall cause to be maintained policies of insurance which, in the Surviving Corporation’s or Buyer’s good faith determination, provide the maximum coverage available at an annual premium equal to the Premium Cap. In lieu of the foregoing, Buyer or AMNB, in consultation with the other party, may obtain at or prior to the Effective Time a six (6)-year “tail” policy under AMNB’s existing directors’ and officers’ insurance policiespolicy providing equivalent coverage to that described in the preceding sentence if and to the extent that the same may be obtained for an amount that, in the aggregate, does not exceed the Premium 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 AMNB Indemnified Party and his or her heirs and representatives. If the Surviving Corporation or Buyer or any of its successors or assigns (i) consolidates with or merges into any other person and is not the continuing or surviving entity of such consolidation or merger, or (ii) the Company’s existing fiduciary liability insurance policiestransfers all or substantially all of its assets or deposits to any other person or engages in any similar transaction, then in each case for a claims reporting such case, the Surviving Corporation or discovery period of six years from Buyer will cause proper provision to be made so that the successors and after the Effective Time (the “Tail Period”) from one or more insurance carriers with the same or better credit rating as the Company’s insurance carrier as assigns of the date of this Agreement with respect to directors ‘and officers’ liability insurance and fiduciary liability insurance (collectively, “D&O Insurance”) with terms, conditions, retentions and limits of liability that are no less favorable in Surviving Corporation or Buyer will expressly assume the aggregate to the insureds as the Company’s existing policies with respect to matters existing or occurring at or prior to the Effective Time (including in connection with this Agreement or the Transactions). If the Company fails to obtain such “tail” insurance policies as of the Effective Time, Parent shall continue to maintain in effect for the Tail Period the D&O Insurance in place as of the date of this Agreement with terms, conditions, retentions and limits of liability that are no less favorable in the aggregate to the insureds as provided in the Company’s existing policies as of the date of this Agreement, or Parent shall purchase comparable D&O Insurance for the Tail Period with terms, conditions, retentions and limits of liability that are no less favorable in the aggregate as provided in the Company’s existing policies as of the date of this Agreement; provided, that in no event shall the aggregate cost the Tail Policies and the D&O Insurance exceed during the Tail Period 300% of the current aggregate annual premium paid by the Company for such purpose for the 2023 fiscal year (which fiscal year 2023 premiums are hereby represented and warranted by the Company to be as obligations set forth in this Section 7.14(b) of the Company Disclosure Letter); and provided, further, that if the cost of such insurance coverage exceeds such amount, Parent or the Company shall obtain a policy with the greatest amount of D&O Insurance available for a cost not exceeding such amount6.6.

Indemnification; Directors’ and Officers’ Insurance. (a) From and For a period of four (4) years after the Effective Time, Parent and the Surviving Company shall Northrim agrees that it will indemnify and hold harmless to the fullest extent as such individuals would be indemnified as of the date of this Agreement under applicable Law, the Company’s Organizational Documents and any indemnification agreements in effect as of the date of this Agreement, each present and former (determined as of the Effective Time) director and officer of the Company or any of its Subsidiaries or any Person who prior to or at the Effective Time served at the request of the Company or any of its Subsidiaries as a director or officer of another Person in which the Company or any of its Subsidiaries has Alaska Pacific (each, an equity investment“Indemnified Party” and, in each casecollectively, when acting in such capacity (the “Indemnified Parties”), ) against any all costs or expenses (including reasonable attorneys’ fees, costs and expenses), judgments, inquiries, fines, losses, claims, damages or liabilities incurred in connection withwith any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of actions or otherwise related to any Proceeding, in connection with, arising out of or otherwise related to matters existing or omissions occurring at or prior to the Effective TimeTime (including without limitation, the transactions contemplated by this Agreement), whether asserted or claimed prior to, at or after the Effective Time, including in connection with (i) this Agreement or to the Transactions, and (ii) actions to enforce this provision or any other indemnification or advancement right of any Indemnified Party, and Parent fullest extent that the Alaska Pacific would have been permitted under the ACC and the Surviving Company Alaska Pacific Articles and the Alaska Pacific Bylaws and the charter and bylaws of Alaska Pacific Bank in effect on the date hereof to indemnify such Person (and Northrim shall also advance expenses as incurred to the fullest extent that such individual would have been entitled to permitted under applicable Law, the Company’s Organizational Documents and any indemnification agreements in effect as of the date of this Agreement; provided, that any the Person to whom expenses are advanced provides an undertaking to repay such advances if it is ultimately determined by final adjudication that such Person is not entitled to indemnification. (b) Prior ); provided, further, that any determination required to the Effective Time, the Company shall purchase (and pay in full the aggregate premium for) “tail” insurance policies (“Tail Policies”) for the extension of (i) the directors’ and officers’ liability coverage of the Companybe made with respect to whether an officer’s existing directors’ and officers’ insurance policies, and (ii) the Companyor director’s existing fiduciary liability insurance policies, in each case for a claims reporting or discovery period of six years from and after the Effective Time (the “Tail Period”) from one or more insurance carriers conduct complies with the same or better credit rating as standards set forth under the Company’s insurance carrier ACC and Alaska Pacific Articles and the Alaska Pacific Bylaws shall be made by independent counsel selected by Northrim. Further, Northrim shall assume, perform and observe the obligations of Alaska Pacific and Alaska Pacific Bank under any indemnity agreements in effect as of the date of this Agreement with respect to directors ‘indemnify such Persons for their acts and officers’ liability insurance omissions occurring prior to the Closing Date in their capacity as officers or directors. (b) For a period of two (2) years from the Effective Time, Northrim shall use its commercially reasonable efforts to provide that portion of director’s and fiduciary officer’s liability insurance (collectively, “D&O Insurance”) with terms, conditions, retentions and limits of liability that are no less favorable in serves to reimburse the aggregate to the insureds as the Company’s existing policies with respect to matters existing or occurring at or prior to the Effective Time Indemnified Parties (including in connection with this Agreement or the Transactions). If the Company fails to obtain such “tail” insurance policies determined as of the Effective Time) (as opposed to the portion that serves to reimburse Alaska Pacific) with respect to claims against such Indemnified Parties arising from facts or events which occurred at or before the Effective Time, Parent shall continue to maintain in effect for the Tail Period the which D&O Insurance in place as of shall contain at least the date of this Agreement with termssame coverage and amounts, conditions, retentions and limits of liability that are contain terms and conditions no less favorable in advantageous, as that coverage currently provided by the aggregate to the insureds as provided in the Company’s existing policies as of the date of this Agreement, or Parent shall purchase comparable D&O Insurance for the Tail Period with terms, conditions, retentions and limits of liability that are no less favorable in the aggregate as provided in the Company’s existing policies as of the date of this AgreementAlaska Pacific; provided, however, that in no event shall the aggregate cost the Tail Policies and the D&O Insurance exceed during the Tail Period 300Northrim be required to expend on an annual basis more than 150% of the current aggregate amount expended on an annual premium paid basis by the Company for Alaska Pacific to maintain or procure such purpose for the 2023 fiscal year (which fiscal year 2023 premiums are hereby represented and warranted by the Company to be as set forth in Section 7.14(b) of the Company Disclosure Letter)D&O Insurance; and provided, further, that if Northrim is unable to maintain or obtain the cost D&O Insurance called for by this Section 7.2, Northrim shall use its commercially reasonable efforts to obtain as much comparable insurance as is available; provided, further, that officers and directors of the Alaska Pacific may be required to make application and provide customary representations and warranties to Northrim’s insurance carrier for the purpose of obtaining such D&O Insurance. (c) If Northrim or any of its successors or assigns shall (i) consolidate with or merge into any other corporation or entity and shall not be the continuing or surviving corporation or entity of such insurance coverage exceeds such amountconsolidation or merger or (ii) transfer all or substantially all of its properties and assets to any other Person, Parent or then, and in each case, proper provision shall be made so that the Company successors and assigns of Northrim shall obtain a policy with assume the greatest amount of D&O Insurance available for a cost not exceeding such amountobligations set forth in this Section 7.2.

Indemnification; Directors’ and Officers’ Insurance. (a) From and after the Effective Time, Parent each of Rockville and the Surviving Company Corporation shall indemnify and hold harmless to the fullest extent as such individuals would be indemnified as of the date of this Agreement under applicable Law, the Company’s Organizational Documents and any indemnification agreements in effect as of the date of this Agreement, each present and former (determined as director, officer or employee of the Effective Time) director United and officer of the Company or any of its Subsidiaries and any person who becomes a director, officer or any Person who prior to or at employee before the Effective Time served at the request of the Company or any of its Subsidiaries as a director or officer of another Person in which the Company or any of its Subsidiaries has an equity investment, (in each case, when acting in such capacity capacity) (collectively, the “United Indemnified Parties”), ) against any costs or expenses (including reasonable attorneys’ fees, costs and expenses), judgments, inquiries, fines, losses, claims, damages or liabilities incurred or amounts that are paid in settlement (which shall require the prior written consent of Rockville, which consent shall not be unreasonably withheld) in connection withwith any threatened or actual claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, whether arising before or after the Effective Time, arising out of the fact that such person is or otherwise related to was a director, officer or employee of United or any Proceeding, in connection with, arising out of or otherwise related its Subsidiaries and pertaining to matters existing or occurring at or prior to the Effective Time, whether asserted or claimed prior to, at or after including the Effective Time, including in connection with (i) transactions contemplated by this Agreement to the same extent as such persons are indemnified as of the date of this Agreement by United pursuant to the United Articles, United’s Bylaws, the governing or the Transactions, and (ii) actions to enforce this provision or any other indemnification or advancement right organizational documents of any Indemnified PartySubsidiary of United, any indemnification agreements in existence as of the date hereof and Parent to the fullest extent permitted by applicable law; and Rockville and the Surviving Company Corporation shall also advance expenses as incurred by such United Indemnified Party (including reasonable attorneys’ fees) to the fullest same extent that as such individual would have been persons are entitled to under applicable Law, the Company’s Organizational Documents and any indemnification agreements in effect advancement of expenses as of the date of this AgreementAgreement by United pursuant to the United Articles, United’s Bylaws, the governing or organizational documents of any Subsidiary of United, any indemnification agreements in existence as of the date hereof and to the fullest extent permitted by applicable law; provided, that any Person the United Indemnified Party to whom expenses are advanced provides an undertaking to repay such advances if it is ultimately determined by final adjudication that such Person United Indemnified Party is not entitled to indemnification. (b) Prior to For a period of six (6) years after the Effective Time, the Company Surviving Corporation shall purchase (and pay cause to be maintained in full effect the aggregate premium for) “tail” insurance current policies (“Tail Policies”) for the extension of (i) the directors’ and officers’ liability insurance maintained by United (provided, that the Surviving Corporation may substitute therefor policies with a substantially comparable insurer of at least the same coverage and amounts containing terms and conditions 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 the Surviving Corporation shall not be obligated to expend, on an annual basis, an amount in excess of 300% 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 six years from and after the Effective Time (the “Tail Period”) from one or more insurance carriers with the same or better credit rating as the Company’s insurance carrier current annual premium paid as of the date of this Agreement with respect to directors ‘and officers’ liability insurance and fiduciary liability hereof by United for such insurance (collectivelythe “Premium Cap”), “D&O Insurance”) with termsand if such premiums for such insurance would at any time exceed the Premium Cap, conditionsthen the Surviving Corporation shall cause to be maintained policies of insurance which, retentions and limits of liability that are no less favorable in the aggregate Surviving Corporation’s good faith determination, provide the maximum coverage available at an annual premium equal to the insureds as Premium Cap. In lieu of the Company’s existing policies with respect to matters existing or occurring foregoing, United, in consultation with, but only upon the consent of Rockville, may obtain at or prior to the Effective Time a six-year “tail” policy under United’s existing directors and officers insurance policy providing equivalent coverage to that described in the preceding sentence if and to the extent that the same may be obtained for an amount that, on an annual basis, does not exceed the Premium Cap. (including in connection with c) The provisions of this Agreement Section 6.7 shall survive the Effective Time and are intended to be for the benefit of, and shall be enforceable by, each United Indemnified Party and his or the Transactions)her heirs and Representatives. If the Company fails Surviving Corporation or any of its successors 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 substantially all of its assets or deposits to obtain such “tail” insurance policies as any other entity or engage in any similar transaction, then in each case, the Surviving Corporation will cause proper provision to be made so that the successors and assigns of the Effective Time, Parent shall continue to maintain in effect for Surviving Corporation will expressly assume the Tail Period the D&O Insurance in place as of the date of this Agreement with terms, conditions, retentions and limits of liability that are no less favorable in the aggregate to the insureds as provided in the Company’s existing policies as of the date of this Agreement, or Parent shall purchase comparable D&O Insurance for the Tail Period with terms, conditions, retentions and limits of liability that are no less favorable in the aggregate as provided in the Company’s existing policies as of the date of this Agreement; provided, that in no event shall the aggregate cost the Tail Policies and the D&O Insurance exceed during the Tail Period 300% of the current aggregate annual premium paid by the Company for such purpose for the 2023 fiscal year (which fiscal year 2023 premiums are hereby represented and warranted by the Company to be as obligations set forth in this Section 7.14(b) of the Company Disclosure Letter); and provided, further, that if the cost of such insurance coverage exceeds such amount, Parent or the Company shall obtain a policy with the greatest amount of D&O Insurance available for a cost not exceeding such amount6.7.

Indemnification; Directors’ and Officers’ Insurance. (a) From and after the Effective Time, Parent and the Surviving Company Corporation shall indemnify and hold harmless and shall advance expenses as incurred, in each case to the fullest extent as such individuals would be indemnified permitted by applicable law, the Umpqua Articles, Umpqua Bylaws, the governing or organizational documents of any Subsidiary of Umpqua or any indemnification agreements in existence as of the date of this Agreement under applicable Law, the Company’s Organizational Documents and any indemnification agreements in effect as of the date of this Agreementhereof, each present and former director, officer or employee of Umpqua and its Subsidiaries (determined as of in each case, when acting in such capacity) (collectively, the “Umpqua Indemnified Parties”) against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, damages or liabilities incurred in connection with any threatened or actual claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, whether arising before or after the Effective Time) director and , arising out of or pertaining to the fact that such person is or was a director, officer or employee of the Company Umpqua or any of its Subsidiaries or any Person who prior to is or at the Effective Time served was serving at the request of the Company Umpqua or any of its Subsidiaries as a director or officer of another Person in which the Company person and pertaining to matters, acts or any of its Subsidiaries has an equity investment, in each case, when acting in such capacity (the “Indemnified Parties”), against any costs or expenses (including reasonable attorneys’ fees, costs and expenses), judgments, inquiries, fines, losses, claims, damages or liabilities incurred in connection with, arising out of or otherwise related to any Proceeding, in connection with, arising out of or otherwise related to matters omissions existing or occurring at or prior to the Effective Time, whether asserted or claimed prior to, at or after including the Effective Time, including in connection with (i) this Agreement or the Transactions, and (ii) actions to enforce this provision or any other indemnification or advancement right of any Indemnified Party, and Parent and the Surviving Company shall also advance expenses as incurred to the fullest extent that such individual would have been entitled to under applicable Law, the Company’s Organizational Documents and any indemnification agreements in effect as of the date of transactions contemplated by this Agreement; provided, that any Person in the case of advancement of expenses, the Umpqua Indemnified Party to whom expenses are advanced provides an undertaking to repay such advances if it is ultimately determined by final adjudication that such Person Umpqua Indemnified Party is not entitled to indemnification. (b) Prior to For a period of six (6) years after the Effective Time, the Company Surviving Corporation shall purchase (and pay cause to be maintained in full effect the aggregate premium for) “tail” insurance current policies (“Tail Policies”) for the extension of (i) the directors’ and officers’ liability insurance maintained by Umpqua (provided, that the Surviving Corporation may substitute therefor policies with a substantially comparable insurer of at least the same coverage and amounts containing terms and conditions that are no less advantageous to the insured) with respect to claims against the present and former officers and directors of Umpqua or any of its Subsidiaries arising from facts or events which occurred at or before the Effective Time; provided, however, that the Surviving Corporation shall not be obligated to expend, on an annual basis, an amount in excess of 300% 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 six years from and after the Effective Time (the “Tail Period”) from one or more insurance carriers with the same or better credit rating as the Company’s insurance carrier current annual premium paid as of the date of this Agreement with respect to directors ‘and officers’ liability insurance and fiduciary liability hereof by Umpqua for such insurance (collectivelythe “Premium Cap”), “D&O Insurance”) with termsand if such premiums for such insurance would at any time exceed the Premium Cap, conditionsthen the Surviving Corporation shall cause to be maintained policies of insurance which, retentions and limits of liability that are no less favorable in the aggregate Surviving Corporation’s good faith determination, provide the maximum coverage available at an annual premium equal to the insureds as Premium Cap. In lieu of the Company’s existing policies with respect to matters existing or occurring foregoing, Umpqua, in consultation with, but only upon the consent of Columbia, may (and at the request of Columbia, Umpqua shall use its reasonable best efforts to) obtain at or prior to the Effective Time a six (including 6)-year “tail” policy under Umpqua’s existing directors and officers insurance policy providing equivalent coverage to that described in connection with the preceding sentence if and to the extent that the same may be obtained for an amount that, in the aggregate, does not exceed the Premium Cap. (c) The provisions of this Agreement Section 6.7 shall survive the Effective Time and are intended to be for the benefit of, and shall be enforceable by, each Umpqua Indemnified Party and his or the Transactions)her heirs and representatives. If the Company fails Surviving Corporation or any of its successors or assigns (i) consolidates with or merges into any other person and is not the continuing or surviving person of such consolidation or merger, or (ii) transfers all or substantially all of its assets or deposits to obtain any other person or engages in any similar transaction, then in each such “tail” insurance policies as case the Surviving Corporation will cause proper provision to be made so that the successors and assigns of the Effective Time, Parent shall continue to maintain in effect for Surviving Corporation will expressly assume the Tail Period the D&O Insurance in place as of the date of this Agreement with terms, conditions, retentions and limits of liability that are no less favorable in the aggregate to the insureds as provided in the Company’s existing policies as of the date of this Agreement, or Parent shall purchase comparable D&O Insurance for the Tail Period with terms, conditions, retentions and limits of liability that are no less favorable in the aggregate as provided in the Company’s existing policies as of the date of this Agreement; provided, that in no event shall the aggregate cost the Tail Policies and the D&O Insurance exceed during the Tail Period 300% of the current aggregate annual premium paid by the Company for such purpose for the 2023 fiscal year (which fiscal year 2023 premiums are hereby represented and warranted by the Company to be as obligations set forth in this Section 7.14(b) 6.7. The obligations of the Company Disclosure Letter); and provided, further, that if Surviving Corporation or any of its successors under this Section 6.7 shall not be terminated or modified after the cost Effective Time in a manner so as to adversely affect any Umpqua Indemnified Party or any other person entitled to the benefit of such insurance coverage exceeds such amount, Parent this Section 6.7 without the prior written consent of the affected Umpqua Indemnified Party or the Company shall obtain a policy with the greatest amount of D&O Insurance available for a cost not exceeding such amountaffected person.

Indemnification; Directors’ and Officers’ Insurance. (a) From and after the Effective TimeFirst Closing, Parent and the Surviving Company shall agrees that it will indemnify and hold harmless harmless, to the fullest extent as such individuals would be indemnified as of the date of this Agreement permitted under applicable Law, the Company’s Organizational Documents and any indemnification agreements in effect as of the date of this Agreement, each present and former Law (determined as of the Effective Time) director and officer of the Company or any of its Subsidiaries or any Person who prior to or at the Effective Time served at the request of the Company or any of its Subsidiaries as a director or officer of another Person in which the Company or any of its Subsidiaries has an equity investment, in each case, when acting in such capacity (the “Indemnified Parties”), against any costs or expenses (including reasonable attorneys’ fees, costs and expenses), judgments, inquiries, fines, losses, claims, damages or liabilities incurred in connection with, arising out of or otherwise related to any Proceeding, in connection with, arising out of or otherwise related to matters existing or occurring at or prior to the Effective Time, whether asserted or claimed prior to, at or after the Effective Time, including in connection with (i) this Agreement or the Transactions, and (ii) actions to enforce this provision or any other indemnification or advancement right of any Indemnified Party, and Parent and the Surviving Company shall also advance expenses as incurred to the fullest extent that such individual would have been entitled to permitted under applicable Law, provided that the Company’s Organizational Documents and any indemnification agreements in effect as of the date of this Agreement; provided, that any Person to whom expenses are advanced provides an undertaking to repay such advances if it is ultimately determined by final adjudication that such Person is not entitled to indemnification), each present and former director, manager, member and officer of the Company and each of its Subsidiaries (collectively, the “Indemnified Parties”) against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities (collectively, “Costs”) incurred in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative (a “Proceeding”), arising out of or related to such Indemnified Parties’ service as a manager, member, director or officer of the Company or any of its Subsidiaries or services performed by such persons at the request of the Company or any of its Subsidiaries at or prior to or on the First Closing Date, whether asserted or claimed prior to, at or after the First Closing Date, including, without limitation, the Transactions. (b) If any Person asserts a claim (an “Eligible Claim”) against an Indemnified Party that could reasonably be expected to give rise to a right on the part of the Indemnified Party to indemnification under this Section 6.9, the Indemnified Party shall give notice of such Eligible Claim to the Surviving Company as soon as practicable after receiving written notice of such Eligible Claim or otherwise acquiring actual knowledge of the assertion thereof (but in no event later than ten (10) Business Days after receiving notice of such Eligible Claim or otherwise acquiring actual knowledge of the assertion thereof), and the Surviving Company shall have the right to assume the defense of such Eligible Claim so long as (i) the Eligible Claim involves only money damages and does not seek an injunction or other equitable relief against the Indemnified Party; (ii) the Indemnified Party has not been advised by counsel that an actual or potential conflict exists between the Indemnified Party and the Surviving Company in connection with the defense of the Eligible Claim; (iii) the Eligible Claim does not relate to or otherwise arise in connection with Taxes or any criminal or regulatory enforcement Action; and (iv) the Surviving Company conducts the defense of the Eligible Claim actively and diligently; provided, however, that the failure to so notify the Surviving Company will not relieve the Surviving Company from any liability that the Surviving Company may have hereunder with respect to such Eligible Claim, except to the extent that the Surviving Company is actually prejudiced as a result of such failure. If the Surviving Company elects not to assume the defense, is not permitted to assume the defense pursuant to the terms of the Agreement, or fails to diligently pursue or maintain the defense in a timely manner, then the Indemnified Party may employ counsel reasonably satisfactory to the Surviving Company to represent or defend the Indemnified Party against any such Eligible Claim, and the reasonable out of pocket attorney’s fees incurred by the Indemnified Party for such counsel will be included in the Indemnified Party’s Costs; provided, however, that the Indemnified Party’s Costs shall not, in connection with any Proceeding or separate but substantially similar Proceedings arising out of the same general allegations, include the fees and expenses of more than one separate firm of attorneys at any time for all Indemnified Parties, except to the extent that local or specialized counsel, in addition to its regular counsel, is required in order to effectively defend against the Eligible Claim and/or the Indemnified Party has been advised by counsel that an actual or potential conflict exists between one or more of the Indemnified Parties in connection with the defense of the Eligible Claim. If the Surviving Company does assume the defense of an Eligible Claim, the Indemnified Party shall have the right to participate in the defense of such Eligible Claim at its own expense. If the Indemnified Party retains its own counsel, the Surviving Company shall reasonably cooperate in providing information to and consulting with the Indemnified Party about the Eligible Claim. The Surviving Company shall not, without the prior written consent of the Indemnified Party (which consent shall not be unreasonably withheld, conditioned or delayed) consent to the entry of any judgment or order or enter into any settlement with respect to any Eligible Claim unless and until the Surviving Company has agreed in writing to pay all amounts payable pursuant to such settlement, judgment or order and such settlement, judgment or order (i) includes an unconditional and irrevocable release of the Indemnified Party for all liability arising out of such claim (ii) does not result in the finding or admission of any violation of Law on the part of the Indemnified Party and (iii) does not impose any injunctive relief or admit to any wrongdoing by or on behalf of the Indemnified Party. Notwithstanding anything to the contrary contained herein, in no event shall the Indemnified Party consent to the entry of judgment or enter into any settlement with respect to an Eligible Claim for which it is seeking indemnification without the prior written consent of the Surviving Company (such consent not to be unreasonably withheld, conditioned or delayed). (c) Prior to the Effective Time, the Company shall purchase (be permitted to obtain and fully pay in full the aggregate premium for) “tail” insurance policies (“Tail Policies”) for the extension of (i) the directors’ and officers’ liability coverage of the Company’s and its Subsidiaries’ existing directors’, managers’ 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 (with respect to any claim related to any period of time at or prior to the “Tail Period”) Effective Time from one or more an insurance carriers 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 ‘directors’ and officers’ liability insurance and fiduciary liability insurance (collectively, “D&O Insurance”) with terms, conditions, retentions and limits of liability that are are, taken as a whole, no less favorable in advantageous than the aggregate to the insureds as coverage provided under the Company’s existing policies with respect to matters existing any actual or occurring alleged error, misstatement, misleading statement, act, omission, neglect, breach of duty or any matter claimed against a director or 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 Transactionstransactions or actions contemplated hereby). If Notwithstanding the Company fails to obtain such “tail” insurance policies as of the Effective Timeforegoing, Parent shall continue to maintain in effect for the Tail Period the D&O Insurance in place as of the date of this Agreement with terms, conditions, retentions and limits of liability that are no less favorable in the aggregate to the insureds as provided in the Company’s existing policies as of the date of this Agreement, or Parent shall purchase comparable D&O Insurance for the Tail Period with terms, conditions, retentions and limits of liability that are no less favorable in the aggregate as provided in the Company’s existing policies as of the date of this Agreement; provided, that in no event shall the aggregate cost Company be permitted to expend, for the Tail Policies and the D&O Insurance exceed during the Tail Period 300% entire tail policy, in excess of 300 percent of the current aggregate annual premium currently paid by the Company for such purpose for its current policies of directors’ and officers’ liability insurance (in the 2023 fiscal year aggregate) (which fiscal year 2023 premiums are hereby represented and warranted by the Company to currently be as approximately $7.3 million per annum). (d) If the Surviving Company or any of its successors or assigns shall (i) consolidate with or merge into any other corporation or entity and shall not be the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfer all or substantially all of its properties and assets to any individual, corporation or other entity, then, and in each such case, proper provisions shall be made so that the successors and assigns of the Surviving Company shall assume all of the obligations of the Surviving Company set forth in this Section 7.14(b6.9. (e) The rights of the Indemnified Parties under this Section 6.9 shall be in addition to any rights such Indemnified Parties may have under the certificate of incorporation or formation or bylaws, operating agreement or comparable governing documents of the Company Disclosure Letter); or any of its Subsidiaries, or under any applicable Contracts or Laws. All rights to indemnification and providedexculpation 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 formation, furtherbylaws, operating agreement or comparable governing documents of the Company or of any Subsidiary of the Company or any indemnification agreement between such Indemnified Party and the Company or any of its Subsidiaries shall survive the Merger and be assumed by the Surviving Company and shall not be amended, repealed or otherwise modified in any manner that if would adversely affect any right thereunder of any such Indemnified Party. (f) The provisions of this Section 6.9 are intended to be for the cost benefit of, and shall be enforceable by, each of the Indemnified Parties. (g) Notwithstanding anything in this Section 6.9 to the contrary, the Purchasers may enter into separate agreements regarding the matters covered by this Section 6.9 with one or more Oncor Entities. If any such separate agreement is entered into, the terms of any such separate agreement shall govern in the case of any inconsistency between Section 6.9 and the terms of such insurance coverage exceeds such amountseparate agreement, Parent or solely with respect to the Company shall obtain a policy with present and former directors, managers, members and officers of the greatest amount of D&O Insurance available for a cost not exceeding such amountOncor Entities.

Indemnification; Directors’ and Officers’ Insurance. (a) From and after Following the Effective Time, Parent and the Surviving Company shall indemnify and hold harmless GBDC shall, to the fullest extent as such individuals would be indemnified as of the date of this Agreement permitted under applicable Law, defend and hold harmless and advance expenses to the Company’s Organizational Documents and any indemnification agreements in effect as of the date of this Agreement, each present and former (determined as directors and officers of the Effective Time) director and officer of the Company GCIC or any of its Consolidated Subsidiaries or any Person who prior to or at the Effective Time served at the request of the Company or any of its Subsidiaries as a director or officer of another Person in which the Company or any of its Subsidiaries has an equity investment, (in each case, when acting in such capacity capacity) (each, an “Indemnified Party” and collectively, the “Indemnified Parties”), ) against any all costs or expenses (including including, but not limited to, reasonable attorneys’ fees actually incurred, reasonable experts’ fees, costs reasonable travel expenses, court costs, transcript fees and expensestelecommunications, postage and courier charges), judgments, inquiries, fines, losses, claims, damages damages, penalties, amounts paid in settlement or other liabilities (collectively, “Indemnified Liabilities”) incurred in connection with, with any Proceeding arising out of actions or otherwise related to any Proceeding, in connection with, arising out of or otherwise related to matters existing or omissions occurring at or prior to the Effective TimeTime (including the Transactions). In the event of any such Indemnified Liabilities, whether asserted or claimed prior to, at or after the Effective Time, including in connection with (i) this Agreement or the Transactions, and (ii) actions GBDC shall advance to enforce this provision or any other indemnification or advancement right of any such Indemnified Party, upon request, reimbursement of documented expenses reasonably and Parent and the Surviving Company shall also advance expenses as actually incurred to the fullest extent that such individual would have been entitled to permitted under applicable Law, Law provided that the Company’s Organizational Documents and any indemnification agreements in effect as of the date of this Agreement; provided, that any Person to whom expenses are advanced advanced, or someone on his or her behalf, provides an undertaking to repay such advances if it is ultimately determined by final adjudication that such Person is not entitled to indemnificationindemnification and complies with other applicable provisions imposed under the Investment Company Act and interpretations thereof by the SEC or its staff and (ii) GBDC and the applicable Indemnified Parties shall cooperate in the defense of such matter. (b) Prior Unless GBDC and GCIC shall otherwise agree, prior to the Effective Time, GCIC shall, and, if GCIC is unable to, GBDC shall, cause the Surviving Company shall purchase (or its successor, effective as of the Effective Time, to obtain and fully pay in full the aggregate premium for) for a “tail” insurance policies (“Tail Policies”) policy for the extension of (i) the directors’ and officers’ liability coverage of the CompanyGCIC’s existing directors’ and officers’ insurance policies, and (ii) the Company’s existing fiduciary liability insurance policies, in each case policies for a claims reporting or discovery period of six years from and after the Effective Time (the “Tail Period”) from one or more insurance carriers with the same or better credit rating as the Company’s insurance carrier as of the date of this Agreement with respect to directors ‘coverage and officers’ liability insurance amounts not less than, and fiduciary liability insurance (collectively, “D&O Insurance”) with terms, conditions, retentions terms and limits of liability conditions that are no not materially less favorable in the aggregate advantageous to the insureds as the Companyas, GCIC’s existing policies with respect to matters existing or occurring at or prior to the Effective Time (including in connection with this Agreement or the Transactions“Current D&O Insurance”). If GCIC and the Surviving Company fails or its successor for any reason fail to obtain such “tail” insurance policies policy as of the Effective Time, Parent the Surviving Company or its successor shall, and GBDC shall cause the Surviving Company or its successor to, continue to maintain in effect for the Tail Period the Current D&O Insurance in place as of the date of this Agreement with termscoverage and amounts not less than, conditions, retentions and limits of liability terms and conditions that are no not materially less favorable in the aggregate advantageous to the insureds as as, provided in the Company’s existing policies as of the date of this AgreementCurrent D&O Insurance, or Parent the Surviving Company or its successor shall, and GBDC shall cause the Surviving Company or its successor to, purchase comparable D&O Insurance insurance for the Tail Period with terms, conditions, retentions and limits of liability that are no less favorable in the aggregate as provided in the Company’s existing policies as of the date of this AgreementPeriod; provided, that in no event shall the aggregate annual cost the Tail Policies and the D&O Insurance of such insurance exceed during the Tail Period 300% of the current aggregate annual premium paid by the Company GCIC for such purpose for the 2023 fiscal year (which fiscal year 2023 premiums are hereby represented and warranted by the Company to be as set forth in Section 7.14(b) of the Company Disclosure Letter)purpose; and provided, further, that if the cost of such insurance coverage exceeds such amount, Parent the Surviving Company or the Company its successor shall obtain a policy with the greatest amount of D&O Insurance coverage available for a cost not exceeding such amount. (c) Any Indemnified Party wishing to claim indemnification under Section 7.5(a), upon learning of any Proceeding described above, shall promptly notify GBDC in writing; provided, that the failure to so notify shall not affect the obligations of GBDC under Section 7.5(a) unless GBDC is materially prejudiced as a consequence. (d) If GBDC or any of its successors or assigns consolidates with or merges into any other entity and is not the continuing or surviving entity of such consolidation or merger or transfers all or substantially all of its assets to any other entity, then and in each such case, GBDC shall cause proper provision to be made so that the successors and assigns of GBDC shall assume the obligations set forth in this Section 7.5. (e) The provisions of this Section 7.5 are (i) intended to be for the benefit of, and shall be enforceable by, each Indemnified Party and his or her heirs and representatives and (ii) in addition to, and not in substitution for, any other rights to indemnification or contribution that any such person may have by Contract or otherwise.

Indemnification; Directors’ and Officers’ Insurance. (a) From Without limiting any other right that an Indemnified Person may have pursuant to any employment agreement or indemnification agreement in effect on the date hereof or otherwise, the Surviving Corporation shall, and Parent shall cause the Surviving Corporation, to do the following: (i) For six (6) years after the Effective Time, Parent and the Surviving Company shall indemnify and hold harmless to the fullest extent as such individuals would be indemnified as of the date of this Agreement under permitted by applicable Law, the Company’s Organizational Documents Surviving Corporation shall indemnify, defend and any hold harmless (and advance expenses in connection therewith, subject to a customary undertaking from the applicable Indemnified Person to return such advances if it is determined by the final adjudication of a court of law that the Indemnified Person is not entitled to indemnification agreements in effect as of hereunder) the date of this Agreement, each present and former (determined as of the Effective Time) director directors, officers, employees, fiduciaries and officer agents of the Company or and its Subsidiaries, and any of its Subsidiaries or any Person who prior to or at the Effective Time served at the request of the Company or any of its Subsidiaries as a director or officer of another Person in which the Company or any of its Subsidiaries has an equity investment, in each case, when acting individuals serving in such capacity at or with respect to other Persons at the Company’s or its Subsidiaries’ request (the each, an “Indemnified PartiesPerson”), ) from and against any costs or losses, claims, damages, liabilities, costs, expenses (including reasonable attorneys’ fees, costs and expenses), judgments, inquiries, fines, lossespenalties and amounts paid in settlement (including all interest, claims, damages assessments and other charges paid or liabilities incurred payable in connection with, arising out with or in respect thereof) in respect of or otherwise related to any Proceeding, the Indemnified Persons having served in connection with, arising out of or otherwise related to matters existing or occurring such capacity at or prior to the Effective Time, whether asserted in each case, to the fullest extent permitted by the DGCL or claimed provided under the Organizational Documents of the Company and its Subsidiaries in effect on the date hereof. If any Indemnified Person is made party to any Proceeding arising out of or relating to matters that would be indemnifiable pursuant to the immediately preceding sentence, the Surviving Corporation shall advance fees, costs and expenses (including attorneys’ fees and disbursements) as incurred by such Indemnified Person in connection with and prior toto the final disposition of such claim, at action, suit, proceeding or investigation in each case to the extent the Company is required to do so and on the same terms as provided in the Organizational Documents of the Company and its Subsidiaries in effect on the date hereof; provided that any Indemnified Person wishing to claim indemnification or advancement of expenses under this ‎Section 6.9, upon learning of any such Proceeding, shall notify the Surviving Corporation (but the failure so to notify shall not relieve the Surviving Corporation from any obligations that it may have under this ‎Section 6.9 except to the extent such failure materially prejudices such party’s position with respect to such claims); and (ii) For six (6) years after the Effective Time, including Parent shall cause the Surviving Corporation to maintain in connection with effect provisions in the Organizational Documents of the Surviving Corporation and its Subsidiaries (i) this Agreement or the Transactions, and (ii) actions to enforce this provision or any other indemnification or advancement right in such documents of any Indemnified Party, and Parent and the Surviving Company shall also advance expenses as incurred successor to the fullest extent business thereof) regarding elimination of liability of directors and officers, indemnification of officers, directors, employees, fiduciaries and agents and advancement of fees, costs and expenses that such individual would have been entitled are no less advantageous to under applicable Law, the Company’s Organizational Documents and any indemnification agreements intended beneficiaries than the corresponding provisions in effect as of existence on the date of this Agreement; provided, that any Person to whom expenses are advanced provides an undertaking to repay such advances if it is ultimately determined by final adjudication that such Person is not entitled to indemnification. (b) Prior For six (6) years after the Effective Time, Parent shall cause the Surviving Corporation and its Subsidiaries to honor and comply with their respective obligations under any indemnification agreement with any Indemnified Person that is set forth in Schedule ‎6.9(b) of the Company Disclosure Letter, and not amend, repeal or otherwise modify any such agreement in any manner that would materially and adversely affect any right of any Indemnified Person thereunder. (c) On or prior to the Effective Time, Parent shall cause the Company shall purchase (Surviving Corporation as of the Effective Time to, obtain and fully pay in full the aggregate premium for) “tail” insurance policies (“Tail Policies”) for the non-cancellable extension of (i) the directors’ and officers’ liability coverage of the Company’s existing directors’ and officers’ insurance policies, policies and (ii) the Company’s existing fiduciary liability insurance policiespolicies (collectively, in each case “D&O Insurance”), which D&O Insurance shall (i) be for a claims reporting or discovery period of at least six (6) years from and after the Effective Time with respect to any claim related to any period of time at or prior to the Effective Time, (the “Tail Period”ii) be from one or more an insurance carriers 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 ‘D&O Insurance and officers’ liability insurance and fiduciary liability insurance (collectively, “D&O Insurance”iii) with have terms, conditions, retentions and limits of liability that are no less favorable in than the aggregate to the insureds as coverage provided under the Company’s existing policies with respect to matters existing any actual or occurring alleged error, misstatement, misleading statement, act, omission, neglect, breach of duty or any matter claimed against an Indemnified Person by reason of him or her having served in such capacity that existed or occurred at or prior to the Effective Time (including in connection with this Agreement or the Transactions). If ; provided that Parent shall give the Company fails a reasonable opportunity to obtain participate in the selection of such “tail” insurance policies as of the Effective Time, tail policy and Parent shall continue give reasonable and good faith consideration to maintain in effect for any comments made by the Tail Period the D&O Insurance in place as of the date of this Agreement Company with terms, conditions, retentions and limits of liability that are no less favorable in the aggregate to the insureds as provided in the Company’s existing policies as of the date of this Agreement, or Parent shall purchase comparable D&O Insurance for the Tail Period with terms, conditions, retentions and limits of liability that are no less favorable in the aggregate as provided in the Company’s existing policies as of the date of this Agreementrespect thereto; provided, further that in no event the cost of any such tail policy shall the aggregate cost the Tail Policies and the D&O Insurance not exceed during the Tail Period 300350% of the current aggregate annual premium paid by the Company for such purpose for in respect of the 2023 fiscal year D&O Insurance (which fiscal year 2023 premiums are hereby represented and warranted by the Company to be as amount is set forth in Section 7.14(b‎‎Schedule 6.9(c) of the Company Disclosure Letter); and provided, further, that if the cost aggregate premiums of such insurance coverage exceeds tail policy exceed such amount, Parent or the Company shall, or Parent shall cause the Surviving Corporation to, as applicable, obtain a policy with the greatest amount of D&O Insurance available coverage available, with respect to matters occurring prior to the Effective Time, for a cost not exceeding such amount. The cost of the D&O insurance shall be borne entirely by the Company. (d) If either Parent or the Surviving Corporation or any of their respective successors or assigns (i) consolidates with or merges into any other Person and shall not be the continuing or surviving corporation or entity of such consolidation or merger, or (ii) transfers or conveys all or substantially all of its properties and assets to any Person or consummates any division transaction, then, and in each such case, to the extent necessary, proper provision shall be made so that the successors and assigns of Parent or the Surviving Corporation (as applicable) shall assume the obligations set forth in this ‎‎Section 6.9. (e) The rights of each Indemnified Person under this ‎Section 6.9 shall be in addition to any rights such Person may have under the Organizational Documents of the Company or any of its Subsidiaries under the DGCL or any other applicable Law or under any agreement of any Indemnified Person with the Company or any of its Subsidiaries that is set forth in Schedule 6.9(b) of the Company Disclosure Letter. 55

Indemnification; Directors’ and Officers’ Insurance. (a) From and after Following the Effective Time, Parent and the Surviving Company shall indemnify and hold harmless shall, to the fullest extent as such individuals would be indemnified as of the date of this Agreement permitted under applicable Law, indemnify, defend and hold harmless and advance expenses to the Company’s Organizational Documents and any indemnification agreements in effect as of the date of this Agreement, each present and former (determined as of the Effective Time) director directors and officer officers of the Company or any of its Subsidiaries Consolidated Subsidiaries, and any such Person presently or any Person who prior to or at the Effective Time served formerly serving at the request of the Company or any of its Consolidated Subsidiaries as a director director, officer, employee, trustee or officer fiduciary of another any other Person in which the Company or under or with respect to any of its Subsidiaries has an equity investment, employee benefit plan (in each case, when acting in such capacity capacity) (each, an “Indemnified Party” and collectively, the “Indemnified Parties”), ) against any all costs or expenses (including reasonable attorneys’ fees, costs and expenses), judgments, inquiries, fines, losses, claims, damages damages, penalties, amounts paid in settlement or other liabilities (collectively, “Indemnified Liabilities”) incurred in connection with, with any Proceeding arising out of actions or otherwise related to any Proceeding, in connection with, arising out of or otherwise related to matters existing or omissions occurring at or prior to the Effective TimeTime (including the Transactions), whether asserted or claimed prior to, at or after the Effective Time. In the event of any such Indemnified Liabilities, including in connection with (i) this Agreement or the Transactions, and (ii) actions Parent shall advance to enforce this provision or any other indemnification or advancement right such Indemnified Party upon request reimbursement of any Indemnified Party, and Parent and the Surviving Company shall also advance documented expenses as reasonably incurred to the fullest extent that such individual would have been entitled to permitted under applicable Law, Law provided that the Company’s Organizational Documents and any indemnification agreements in effect as of the date of this Agreement; provided, that any Person to whom expenses are advanced provides an undertaking to repay such advances if it is ultimately determined by final adjudication that such Person is not entitled to indemnificationindemnification and complies with other applicable provisions imposed under the Investment Company Act and interpretations thereof by the SEC or its staff and (ii) Parent and the applicable Indemnified Parties shall cooperate in the defense of such matter. If any Indemnified Party is required to bring any action to enforce rights or to collect moneys due under this Section 6.6(a) and is successful in obtaining a decision that it is entitled to enforcement of any right or collection of any money in such action, Parent shall reimburse such Indemnified Party for all of its expenses reasonably incurred in connection with bringing and pursuing such action, including reasonable attorneys’ fees and costs. (b) Prior to For a period of six years following the Effective Time, the Company Parent shall purchase (and pay in full the aggregate premium for) “tail” insurance policies (“Tail Policies”) for the extension of (i) the obtain a directors’ and officers’ liability coverage insurance policy that serves to reimburse the present and former officers and directors of the Company’s existing directors’ and officers’ insurance policies, and Company or any of its Consolidated Subsidiaries (ii) the Company’s existing fiduciary liability insurance policies, in each case for a claims reporting or discovery period of six years from and after the Effective Time (the “Tail Period”) from one or more insurance carriers with the same or better credit rating as the Company’s insurance carrier determined as of the date of this Agreement Effective Time) with respect to Proceedings against such directors ‘and officers’ liability insurance and fiduciary liability insurance (collectively, “D&O Insurance”) with terms, conditions, retentions and limits of liability that are no less favorable in the aggregate to the insureds as the Company’s existing policies with respect to matters existing or officers arising from facts or events occurring at on or prior to the Effective Time (including in connection with this Agreement or the Transactions). If the Company fails to obtain such “tail” insurance policies as of the Effective Time, Parent which insurance shall continue to maintain in effect for the Tail Period the D&O Insurance in place as of the date of this Agreement with termscontain identical or better coverage and amounts, conditions, retentions and limits of liability that are contain terms and conditions no less favorable in the aggregate to the insureds advantageous, as that coverage currently provided in by the Company’s existing current policies as of (the date of this Agreement, or Parent shall purchase comparable “Company D&O Insurance for the Tail Period with terms, conditions, retentions and limits of liability that are no less favorable in the aggregate as provided in the Company’s existing policies as of the date of this AgreementPolicies”); provided, that in no event shall the aggregate cost the Tail Policies and the D&O Insurance exceed during the Tail Period 300Parent be required to expend more than 200% of the current aggregate annual premium paid amount expended by the Company for such purpose for the 2023 fiscal year (which fiscal year 2023 premiums are hereby represented and warranted by the Company D&O Policies for a twelve-month period (the “Current Premium”) to be as maintain or procure directors’ and officers’ insurance coverage for a comparable six-year period, which annual premium is set forth in on Section 7.14(b6.6(b) of the Company Disclosure Letter)Schedule; and provided, further, that if Parent is unable to maintain or obtain the cost insurance called for by this Section 6.6(b), Parent shall use its reasonable best efforts to obtain as much comparable insurance as is available for 200% of the Current Premium; provided, further, that officers and directors of the Company or any of its Consolidated Subsidiaries may be required to make application and provide customary representations and warranties to the responsible insurance carrier for the purpose of obtaining such insurance. Notwithstanding anything in this Section 6.6(b) to the contrary, (i) Parent may fulfill its (and the Surviving Company’s) obligations under this Section 6.6(b) by purchasing, and (ii) the Company may purchase for up to 200% of the Current Premium a director’s and officer’s insurance policy or a “tail” policy under the Company D&O Policies, in either case that (A) has an effective term of six years from the Effective Time, (B) covers those Persons who are currently covered by the Company D&O Policies and for actions and omissions occurring on or prior to the Effective Time and (C) contains terms with respect to coverage and amounts that are identical or better than those contained in the Company D&O Policies provided, that, if the Company purchases such insurance policy or “tail” policy, Parent’s obligation under this Section 6.6(b) shall be deemed to have been satisfied in full. (c) Any Indemnified Party wishing to claim indemnification under Section 6.6(a), upon learning of any Proceeding described above, shall promptly notify Parent; provided, that failure so to notify shall not affect the obligations of Parent under Section 6.6(a) unless and to the extent that Parent is actually and materially prejudiced as a consequence. (d) If Parent or any of its successors or assigns consolidates with or merges into any other entity and is not the continuing or surviving entity of such insurance coverage exceeds such amountconsolidation or merger or transfers all or substantially all of its assets to any other entity, then and in each case, Parent or shall cause proper provision to be made so that the successors and assigns of Parent shall assume the obligations set forth in this Section 6.6. (e) At the Effective Time, Parent shall automatically, fully, unconditionally and irrevocably assume and agree to perform and discharge, jointly and severally with the Surviving Company, all of the obligations of the Company shall obtain a policy with under each indemnification agreement between the greatest amount Company and any of D&O Insurance available for a cost not exceeding such amount.its directors and officers listed on Section 6.6(e) of the Company Disclosure Schedule (substantially in the form filed under Exhibit

Indemnification; Directors’ and Officers’ Insurance. (a) From and after the Effective Time, Parent and the Surviving Company shall agrees that it will indemnify and hold harmless harmless, to the fullest extent as such individuals would be indemnified as of the date of this Agreement under applicable Law, provided pursuant to the Company’s Organizational Documents and any indemnification agreements in effect articles of incorporation as of the date of this Agreement, each present and former (determined as of the Effective Time) director director, officer and officer employee of the Company or any of its Subsidiaries or any Person who prior to or at the Effective Time served at the request of the Company or any of its Subsidiaries as a director or officer of another Person in which the Company or any of its Subsidiaries has an equity investment(collectively, in each case, when acting in such capacity capacity) (the “Indemnified Parties”), against any costs or expenses (including reasonable attorneys’ fees, costs and expenses), judgments, inquiries, fines, losses, claims, damages or liabilities incurred in connection withwith any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of or otherwise related to any Proceedingsuch Indemnified Parties’ service as a director, in connection with, arising out officer or employee of the Company or otherwise related to matters existing its Subsidiaries or occurring services performed by such Persons at the request of the Company or its Subsidiaries at or prior to the Effective Time, whether asserted or claimed prior to, at or after the Effective Time, including in connection with (i) this Agreement or the Transactions, and (ii) actions to enforce this provision or any other indemnification or advancement right of any Indemnified Party, and Parent and the Surviving Company shall also advance expenses as incurred to the fullest extent that such individual would have been entitled to under applicable Law, the Company’s Organizational Documents and any indemnification agreements in effect as of the date of this Agreement; provided, provided that any Person to whom expenses are advanced provides an undertaking to repay such advances if it is ultimately determined by final adjudication that such Person person is not entitled to indemnification. Parent shall not be required to indemnify any Indemnified Party pursuant hereto if it shall be determined that the Indemnified Party acted in bad faith and not in a manner such party believed to be in or not opposed to the best interests of the Company. (b) Prior to the Effective Time, the Company shall purchase (and, if the Company is unable to, Parent shall as of the Effective Time obtain and fully pay in full the aggregate premium for) for “tail” insurance policies (“Tail Policies”) for the extension of (i) the directors’ and officers’ liability coverage of the Company’s existing directors’ and officers’ insurance policies, and (ii) the Company’s existing fiduciary liability insurance policies, in each case providing for coverage that serves to reimburse the present and former director, officers and employees of the Company with respect to events arising from facts or events which occurred before the Effective Time for a claims reporting or discovery period of six years from and after the Effective Time (the “Tail Period”) from one or more insurance carriers with the same or better credit rating as the Company’s insurance carrier as of the date of this Agreement hereof with respect to directors ‘directors’ and officers’ liability insurance and fiduciary liability insurance (collectively, “D&O Insurance”) with terms, conditions, retentions and limits of liability that are no less at least as favorable in the aggregate to the insureds as the Company’s existing policies with respect to matters existing or occurring at or prior to the Effective Time (including in connection with this Agreement or the Transactionstransactions or actions contemplated hereby). If the Company fails and Parent for any reason fail to obtain such “tail” insurance policies as of the Effective Time, Parent shall continue to maintain in effect for the Tail Period the D&O Insurance in place as of the date of this Agreement with terms, conditions, retentions and limits of liability that are no less at least as favorable in the aggregate to the insureds as provided in the Company’s existing policies as of the date of this Agreement, or Parent shall purchase comparable D&O Insurance for the Tail Period with terms, conditions, retentions and limits of liability that are no less at least as favorable in the aggregate as provided in the Company’s existing policies as of the date of this Agreement; provided, however, that in no event shall the aggregate cost the Tail Policies and of the D&O Insurance exceed during the Tail Period 300% of the current aggregate annual premium paid by the Company for such purpose for the 2023 fiscal year (which fiscal year 2023 premiums are hereby represented and warranted by the Company to be as set forth in Section 7.14(b) of the Company Disclosure Letter)purpose; and provided, further, that if the cost of such insurance coverage exceeds such amount, Parent or the Company shall obtain a policy with the greatest amount of D&O Insurance coverage available for a cost not exceeding such amount. (c) Any Indemnified Party wishing to claim indemnification under this Section 6.13, upon learning of any such claim, action, suit, proceeding or investigation, shall promptly notify Parent thereof, but the failure to so notify shall not relieve Parent of any liability it may have to such Indemnified Party except to the extent such failure materially prejudices the indemnifying party. In the event any claim or claims are asserted or made within the Tail Period, all rights to indemnification in respect of any such claim or claims shall continue until final disposition of any and all such claims. (d) If Parent or any of its respective successors or assigns (i) shall consolidate with or merge into any other corporation or entity and shall not be the continuing or surviving corporation or entity of such consolidation or merger or (ii) shall transfer all or substantially all of its properties and assets to any individual, corporation or other entity, then, and in each such case, proper provisions shall be made so that the successors and assigns of Parent shall assume all of the obligations set forth in this Section 6.13. (e) The provisions of this Section 6.13 are intended to be for the benefit of, and from and after the Effective Time shall be enforceable by, each of the Indemnified Parties, who shall be third party beneficiaries of this Section 6.13. The rights of the Indemnified Parties under this Section 6.13 are in addition to any rights such Indemnified Parties may have under the any applicable Contracts or Laws.

Indemnification; Directors’ and Officers’ Insurance. (a) From and after the Effective Time, Parent and the Surviving Combined Company shall indemnify and hold harmless to the fullest extent as such individuals would be indemnified as of the date of this Agreement under applicable Law, the CompanyVersum’s Organizational Documents and any indemnification agreements in effect as of the date of this Agreement, each present and former (determined as of the Effective Time) director and officer of the Company Versum or any of its Subsidiaries or any Person who prior to or at the Effective Time served at the request of the Company Versum or any of its Subsidiaries as a director or officer of another Person in which the Company Versum or any of its Subsidiaries has an equity investment, in each case, when acting in such capacity (the “Indemnified Parties”), against any costs or expenses (including reasonable attorneys’ fees, costs and expenses), judgments, inquiries, fines, losses, claims, damages or liabilities incurred in connection with, arising out of or otherwise related to any Proceeding, in connection with, arising out of or otherwise related to matters existing or occurring at or prior to the Effective Time, whether asserted or claimed prior to, at or after the Effective Time, including in connection with (i) this Agreement or the Transactions, and (ii) actions to enforce this provision or any other indemnification or advancement right of any Indemnified Party, and Parent and the Surviving Combined Company shall also advance expenses as incurred to the fullest extent that such individual would have been entitled to under applicable Law, the CompanyVersum’s Organizational Documents and any indemnification agreements in effect as of the date of this Agreement; provided, provided that any Person to whom expenses are advanced provides an undertaking to repay such advances if it is ultimately determined by final adjudication that such Person is not entitled to indemnification. (b) Prior to the Effective Time, Versum shall and, if Versum is unable to, Entegris shall cause the Combined Company shall purchase (as of the Effective Time to, obtain and fully pay in full the aggregate premium for) for “tail” insurance policies (“Tail Policies”) for the extension of (i) the directors’ and officers’ liability coverage of the CompanyVersum’s existing directors’ and officers’ insurance policies, and (ii) the CompanyVersum’s existing fiduciary liability insurance policies, in each case for a claims reporting or discovery period of six (6) years from and after the Effective Time (the “Tail Period”) from one or more insurance carriers with the same or better credit rating as the CompanyVersum’s insurance carrier as of the date of this Agreement with respect to directors ‘directors’ and officers’ liability insurance and fiduciary liability insurance (collectively, “D&O Insurance”) with terms, conditions, retentions and limits of liability that are no less at least as favorable in the aggregate to the insureds as the CompanyVersum’s existing policies with respect to matters existing or occurring at or prior to the Effective Time (including in connection with this Agreement or the Transactions). If Versum and the Combined Company fails for any reason fail to obtain such “tail” insurance policies as of the Effective Time, Parent the Combined Company shall continue to maintain in effect for the Tail Period the D&O Insurance in place as of the date of this Agreement with terms, conditions, retentions and limits of liability that are no less at least as favorable in the aggregate to the insureds as provided in the CompanyVersum’s existing policies as of the date of this Agreement, or Parent the Combined Company shall purchase comparable D&O Insurance for the Tail Period with terms, conditions, retentions and limits of liability that are no less at least as favorable in the aggregate as provided in the CompanyVersum’s existing policies as of the date of this Agreement; provided, that in no event shall the aggregate cost the Tail Policies and of the D&O Insurance exceed during the Tail Period 300% of the current aggregate annual premium paid by the Company Versum for such purpose for the 2023 fiscal year (which fiscal year 2023 premiums are hereby represented and warranted by the Company to be as set forth in Section 7.14(b) of the Company Disclosure Letter)purpose; and provided, further, that if the cost of such insurance coverage exceeds such amount, Parent or the Combined Company shall obtain a policy with the greatest amount of D&O Insurance coverage available for a cost not exceeding such amount. (c) Any Indemnified Party wishing to claim indemnification under this Section 7.14, upon learning of any such Proceeding, shall promptly notify the Combined Company thereof in writing, but the failure to so notify shall not relieve the Combined Company 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) the Combined Company shall have the right to assume the defense thereof (it being understood that by electing to assume the defense thereof, the Combined Company will not 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 the Combined Company elects not to assume such defense or legal counsel or the Indemnified Party advises that there are issues which raise conflicts of interest between the Combined Company and the Indemnified Party, the Indemnified Party may retain legal counsel satisfactory to them, and the Combined Company shall pay all reasonable and documented fees, costs and expenses of such legal counsel for the Indemnified Party promptly as statements therefor are received; provided, however, that the Combined Company shall be obligated pursuant to this Section 7.14(c) to pay for only one firm of legal counsel for all Indemnified Parties 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 the Combined Company elects to assume such defense, and the Combined Company shall cooperate in the defense of any such matter if the Combined Company elects not to assume such defense; (iii) the Indemnified Parties shall not be liable for any settlement effected without their prior written consent if the Combined Company elects to assume such defense and the Combined Company shall not be liable for any settlement effected without their prior written consent the Combined Company elects not to assume such defense; (iv) the Combined Company shall not have any obligation hereunder to any Indemnified Party if and when a court of competent jurisdiction shall ultimately determine, and such determination shall have become final, that the indemnified action of such Indemnified Party in the manner contemplated hereby is prohibited by applicable Law; and (v) all rights to indemnification in respect of any such Proceedings shall continue until final disposition of all such Proceedings. (d) 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 expenses relating thereto now existing in favor of any Indemnified Party as provided in the Organizational Documents of Versum and its Subsidiaries or any indemnification agreement between such Indemnified Party and Versum or any of its Subsidiaries, in each case, as in effect on the date of this Agreement, 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 the Combined Company or any of their respective successors or assigns (i) shall consolidate with or merge into any other Person and shall not be the continuing or surviving Person of such consolidation or merger or (ii) shall transfer all or substantially all of its properties and assets to any Person, then, and in each such case, proper provisions shall be made so that the successors and assigns of the Combined Company shall assume all of the obligations set forth in this Section 7.14. (f) The rights of the Indemnified Parties under this Section 7.14 shall survive consummation of the Merger and are in addition to any rights such Indemnified Parties may have under the Organizational Documents of Versum or any of its Subsidiaries, or under any indemnification agreements or other applicable Contracts of Versum or Laws. (g) This Section 7.14 is intended to be for the benefit of, and from and after the Effective Time shall be enforceable by, each of the Indemnified Parties, who shall be third-party beneficiaries of this Section 7.14.

Indemnification; Directors’ and Officers’ Insurance. (a) From and after the Effective Time, Parent and the Surviving Company shall Corporation and Purchaser each agrees that it will indemnify and hold harmless to the fullest extent as such individuals would be indemnified as of the date of this Agreement under applicable Law, the Company’s Organizational Documents and any indemnification agreements in effect as of the date of this Agreement, each present and former (director and/or officer of the Company, determined as of the Effective Time) Time (the "Indemnified Parties"), that is made a party or threatened to be made a party to any threatened, pending or completed action, suit, proceeding or claim, whether civil, criminal, administrative or investigative, by reason of the fact that he or she was a director and or officer of the Company or any subsidiary of its Subsidiaries or any Person who the Company prior to or at the Effective Time served at the request and arising out of actions or omissions of the Company or Indemnified Party in any of its Subsidiaries as a director or officer of another Person in which the Company or any of its Subsidiaries has an equity investment, in each case, when acting in such capacity occurring at or prior to the Effective Time (the “Indemnified Parties”), a "Claim") against any costs or expenses (including reasonable attorneys’ ' fees, costs and expenses), judgments, inquiriesfines, finesamounts paid in settlement pursuant to Section 7.5(b), losses, claims, damages or liabilities (collectively, "Costs") reasonably incurred in connection with, arising out of or otherwise related to with any Proceeding, in connection with, arising out of or otherwise related to matters existing or occurring at or prior to the Effective TimeClaim, whether asserted or claimed prior to, at or after the Effective Time, including in connection with (i) this Agreement or the Transactions, and (ii) actions to enforce this provision or any other indemnification or advancement right of any Indemnified Party, and Parent and the Surviving Company shall also advance expenses as incurred to the fullest extent that such individual the Company would have been entitled permitted under Delaware law. The Surviving Corporation and Purchaser shall also advance expenses (including attorneys' fees), as incurred by the indemnified Party to the fullest extent permitted under applicable Law, the Company’s Organizational Documents and any indemnification agreements in effect as of the date of this Agreement; provided, that any Person to whom expenses are advanced law provided such indemnified Party provides an undertaking to repay such advances if it is ultimately determined by final adjudication that such Person Indemnified Party is not entitled to indemnification. (bc) Prior If a claim for indemnification or advancement under this Section 7.5 is not paid in full by the Surviving Corporation or Purchaser within thirty days after a written claim therefor has been received by the Surviving Corporation or Purchaser, the Indemnified Party may any time thereafter bring suit against the Surviving Corporation or Purchaser to recover the unpaid amount of the claim and, if successful in whole or in part, the Indemnified Party shall be entitled to be paid also the expense of prosecuting such claims. Neither the failure of the Surviving Corporation or Purchaser (including their Boards of Directors, independent legal counsel or shareholders) to have made a determination prior to the Effective Timecommencement of such suit that indemnification of the Indemnified Party is proper in the circumstances because he or she has met the applicable standard of conduct, nor an actual determination by the Company Surviving Corporation or Purchaser (including their Boards of Directors, independent legal counsel, or shareholders) that the Indemnified Party has not met such applicable standard of conduct, shall purchase be a defense to the suit or create a presumption that the Indemnified Party has not met the applicable standard of conduct. (d) The Surviving Corporation shall maintain the Company's existing officers' and pay in full the aggregate premium for) “tail” directors' liability insurance policies or equivalent liability insurance (“Tail Policies”"D&O Insurance") 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 six years from and after the Effective Time (the “Tail Period”) from one or more insurance carriers with the same or better credit rating so long as the Company’s insurance carrier as annual premium therefor is not in excess of the date of this Agreement with respect to directors ‘and officers’ liability insurance and fiduciary liability insurance (collectively, “D&O Insurance”) with terms, conditions, retentions and limits of liability that are no less favorable in the aggregate to the insureds as the Company’s existing policies with respect to matters existing or occurring at or last annual premium paid prior to the Effective Time date hereof (including in connection with this Agreement or the Transactions"Current Premium"). If the Company fails to obtain such “tail” insurance policies as of the Effective Time, Parent shall continue to maintain in effect for the Tail Period the D&O Insurance in place as of the date of this Agreement with terms, conditions, retentions and limits of liability that are no less favorable in the aggregate to the insureds as provided in the Company’s existing policies as of the date of this Agreement, or Parent shall purchase comparable D&O Insurance for the Tail Period with terms, conditions, retentions and limits of liability that are no less favorable in the aggregate as provided in the Company’s existing policies as of the date of this Agreement; provided, that in no event shall however, if the aggregate cost the Tail Policies and the existing D&O Insurance exceed expires, is terminated or canceled during such six- year period, the Tail Period 300% Surviving Corporation will use its best efforts to obtain as much D&O Insurance as can be obtained for the remainder of such period for a premium not in excess (on an annualized basis) of 200 percent of the current aggregate annual premium paid Current Premium. (e) In lieu of the insurance arrangement referred to in clause (d) of this Section 7.5, the Surviving Corporation may, on or before the expiration of the Offer, enter into alternative insurance arrangements provided that such arrangements are approved by the Company for such purpose for the 2023 fiscal year (which fiscal year 2023 premiums are hereby represented Independent Directors and warranted by the Company to be as set forth in Section 7.14(b) of the Company Disclosure Letter); and provided, further, that if the cost of such insurance coverage exceeds such amount, Parent or the Company shall obtain a policy with the greatest amount of D&O Insurance available for a cost not exceeding such amountPurchaser.

Indemnification; Directors’ and Officers’ Insurance. (a) From and after the Gulf Effective Time, Parent and the Surviving Company shall Holdco agrees that it will indemnify and hold harmless harmless, to the fullest extent as such individuals would be indemnified as of the date of this Agreement that Holdco is permitted to under applicable Law, Law and that the Company would have been permitted to do so under applicable Law and the Company’s Organizational Documents and any indemnification agreements in effect as of the date of this Agreement, each present and former (determined as of the Gulf Effective Time) director and officer of the Company or any of its Subsidiaries or any Person who prior to or at the Effective Time served at the request of the Company or any of its Subsidiaries as a director or officer of another Person in which the Company or any of its Subsidiaries has an equity investmentCompany, in each case, when acting in such capacity or in serving as a director, officer, member, trustee or fiduciary of another entity or enterprise, including a Company Benefit Plan, at the request or benefit of the Company or any of its Subsidiaries (the “Indemnified Parties”), against any costs or expenses (including reasonable and documented attorneys’ fees, costs and expenses), judgments, inquiries, fines, losses, claims, damages or liabilities incurred in connection with, arising out of or otherwise related to any Proceeding, in connection with, arising out of or otherwise related to matters existing or occurring at or prior to the Gulf Effective Time, whether asserted or claimed prior to, at or after the Gulf Effective Time, including in connection with (i) this Agreement or the Transactions, and (ii) actions to enforce this provision or any other indemnification or advancement right of any Indemnified Party, and Holdco, Parent and or the Gulf Surviving Company Corporation shall also advance expenses as incurred to the fullest extent that such individual the Company would have been entitled permitted to do so under applicable Law, any Contract and the Company’s or any of its Subsidiaries’ Organizational Documents and any indemnification agreements in effect as of the date of this Agreement; provided, provided that any Person to whom expenses are advanced provides an undertaking to repay such advances if it is ultimately determined by final adjudication that such Person is not entitled to indemnification hereunder or under applicable Law. From and after the Gulf Effective Time, Holdco agrees to assume all obligations of the Company and its Subsidiaries to the Indemnified Parties in respect of indemnification, advancement of expenses and exculpation from liabilities for acts or omissions occurring at or prior to the Gulf Effective Time as provided in the Company’s Organizational Documents and the Organizational Documents of its Subsidiaries as in effect on the date of this Agreement or in any Contract in existence as of the date of this Agreement providing for indemnification between the Company or any of its Subsidiaries and any Indemnified Party. (b) Prior to Holdco shall ensure that the Effective Time, the Company shall purchase (and pay in full the aggregate premium for) “tail” insurance policies (“Tail Policies”) for the extension of (i) the directors’ and officers’ liability coverage Organizational Documents of the Company’s existing directors’ and officers’ insurance policiesGulf Surviving Corporation shall, and (ii) the Company’s existing fiduciary liability insurance policies, in each case for a claims reporting or discovery period of six years from and after the Gulf Effective Time (the “Tail Period”) from one or more insurance carriers with the same or better credit rating as the Company’s insurance carrier as of the date of this Agreement Time, contain provisions no less favorable with respect to indemnification, advancement of expenses and exculpation of present and former directors ‘and officers’ liability insurance and fiduciary liability insurance (collectively, “D&O Insurance”) with terms, conditions, retentions and limits officers of liability that are no less favorable in the aggregate to the insureds as the Company’s existing policies with respect to matters existing or occurring at or prior to the Effective Time (including in connection with this Agreement or the Transactions). If the Company fails to obtain such “tail” insurance policies as of the Effective Time, Parent shall continue to maintain in effect for the Tail Period the D&O Insurance in place as of the date of this Agreement with terms, conditions, retentions and limits of liability that its Subsidiaries than are no less favorable in the aggregate to the insureds as provided presently set forth in the Company’s existing policies or any of its Subsidiaries’ Organizational Documents in effect as of the date of this Agreement. Any right of indemnification of an Indemnified Party pursuant to this Section 6.14 shall not be amended, repealed or Parent otherwise modified at any time in a manner that would adversely affect the rights of such Indemnified Party as provided herein. (c) Any Indemnified Party wishing to claim indemnification under this Section 6.14, upon learning of any such Proceeding, shall purchase comparable D&O Insurance promptly notify Holdco thereof in writing, but the failure to so notify shall not relieve Holdco or the Gulf Surviving Corporation of any liability it may have to such Indemnified Party except to the extent such failure prejudices the indemnifying party. In the event of any Proceeding: (i) Holdco or the Gulf Surviving Corporation shall have the right to assume the defense thereof (it being understood that by electing to assume the defense thereof, neither Holdco nor the Gulf Surviving Corporation 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 Holdco or the Gulf Surviving Corporation elects not to assume such defense or legal counsel for the Tail Period with termsIndemnified Party advises that there are issues which raise conflicts of interest between Holdco or the Gulf Surviving Corporation and the Indemnified Party, conditionsthe Indemnified Party may retain legal counsel satisfactory to them, retentions and limits Holdco or the Gulf Surviving Corporation shall pay all reasonable and documented fees and expenses of liability that such legal counsel for the Indemnified Party promptly as statements therefor are no less favorable in the aggregate as provided in the Company’s existing policies as of the date of this Agreementreceived; provided, however, that in no event shall the aggregate cost the Tail Policies Holdco and the D&O Insurance exceed during Gulf Surviving Corporation shall be obligated pursuant to this Section 6.14(c) to pay for only one firm of legal counsel for all Indemnified Parties in any jurisdiction unless the Tail Period 300% 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 Holdco or the Gulf Surviving Corporation elects to assume such defense, and Holdco and the Gulf Surviving Corporation shall cooperate in the defense of any such matter if Holdco or the Gulf Surviving Corporation 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 Holdco or the Gulf Surviving Corporation elects to assume such defense and Holdco and the Gulf Surviving Corporation shall not be liable for any settlement effected without their prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed) if Holdco or the Gulf Surviving Corporation elects not to assume such defense; (iv) Holdco and the Gulf Surviving Corporation shall not have any obligation hereunder to any Indemnified Party if and when a court of competent jurisdiction shall ultimately determine, and such determination shall have become final, that the indemnified action of such Indemnified Party in the manner contemplated hereby is prohibited by applicable Law; and (v) all rights to indemnification in respect of any such Proceedings shall continue until final disposition of all such Proceedings. (d) If Holdco or the Gulf Surviving Corporation or any of their its legal successors or permitted assigns (i) shall consolidate with or merge into any other Person and shall not be the continuing or surviving Person of such consolidation or merger or (ii) shall transfer all or substantially all of its properties and assets to any Person, then, and in each such case, proper provisions shall be made so that the legal successors and permitted assigns of Holdco or the Gulf Surviving Corporation, as applicable, shall assume all of the current aggregate annual premium paid by the Company for such purpose for the 2023 fiscal year (which fiscal year 2023 premiums are hereby represented and warranted by the Company to be as obligations set forth in this Section 7.14(b6.14. (e) The rights of the Indemnified Parties under this Section 6.14 are in addition to any rights such Indemnified Parties may have under the Organizational Documents of the Company Disclosure Letter); or any of its Subsidiaries, or under any applicable Contracts or Laws. (f) This Section 6.14 is intended to be for the benefit of, and providedfrom and after the Gulf Effective Time shall be enforceable by, furthereach of the Indemnified Parties, that if the cost who shall be third party beneficiaries of such insurance coverage exceeds such amount, Parent or the Company shall obtain a policy with the greatest amount of D&O Insurance available for a cost not exceeding such amountthis Section 6.14.

Indemnification; Directors’ and Officers’ Insurance. (a) From and after the Effective Time, Parent and subject to applicable Law, the Surviving Company shall indemnify indemnify, defend and hold harmless to the fullest extent as such individuals would be indemnified as harmless, and provide advancement of the date of this Agreement under applicable Lawexpenses to, the Company’s Organizational Documents and any indemnification agreements in effect as of the date of this Agreement, each present and former (determined as officers and directors of the Effective Time) director PRE and officer of the Company or any of its Subsidiaries or any Person who prior to or at the Effective Time served at the request of the Company or any of its Subsidiaries as a director or officer of another Person in which the Company or any of its Subsidiaries has an equity investment(collectively, in each case, when acting in such capacity (the “Indemnified Parties”), ) against any costs or expenses (including reasonable attorneys’ fees, costs and expenses), judgments, inquiries, fines, all losses, claims, damages damages, costs, expenses, liabilities or liabilities incurred judgments that are paid in settlement of or in connection with, arising out of with any Legal Action based or otherwise related to any Proceedingarising, in connection withwhole or in part, arising out on such Indemnified Party’s service as an officer or director of PRE or otherwise related to matters existing or occurring at or any of its respective Subsidiaries prior to the Effective Time, whether asserted or claimed prior to, at or after after, the Effective Time, Time (including acts or omissions occurring in connection with (i) the approval of this Agreement or and the consummation of the Transactions, and (ii) actions to enforce this provision or any other indemnification or advancement right of any Indemnified Party, and Parent and the Surviving Company shall also advance expenses as incurred to the fullest extent that such individual would have been entitled to provided or permitted under applicable Law, the CompanyPRE’s Organizational Documents and any indemnification agreements agreement entered into between PRE or any of its Subsidiaries and such Indemnified Party as in effect as of the date of this Agreement; provided, that any Person to whom expenses are advanced provides an undertaking to repay such advances if it is ultimately determined by final adjudication that such Person is not entitled to indemnification. (b) Prior to The Surviving Company shall, at the Effective Time, the Company shall purchase (and pay in full the aggregate premium for) purchase, a “tail” insurance policies (“Tail Policies”) for the extension of (i) the directors’ and officers’ liability coverage insurance policy, for PRE’s and its Subsidiaries’ present and former directors and officers who are covered prior to the Effective Time by existing policies of the Company’s existing directors’ and officers’ insurance liability insurance, with coverage for six years following the Effective Time and on other terms that provide at least substantially equivalent benefits to the covered persons as such existing policies. If such prepaid “tail policy” has been obtained by the Surviving Company, it shall be deemed to satisfy all obligations pursuant to this ‎Section 6.03(b) and the Surviving Company shall use its reasonable best efforts to cause such “tail policy” to be maintained in full force and effect for its full term and to honor all of its obligations thereunder. (c) If the Surviving Company or any of its respective successors or assigns: (i) shall consolidate with or merge into any other Person and shall not be the continuing or surviving corporation or entity of such consolidation or merger; or (ii) the Company’s existing fiduciary liability insurance policiesshall transfer all or substantially all of its properties or assets to any Person, then, in each case for a claims reporting case, the Surviving Company or discovery period any of six years from its respective successors and after the Effective Time (the “Tail Period”) from one or more insurance carriers with the same or better credit rating assigns, as the Company’s insurance carrier applicable, shall take such action as may be necessary so that such Person shall assume all of the date of this Agreement with respect to directors ‘and officers’ liability insurance and fiduciary liability insurance (collectively, “D&O Insurance”) with terms, conditions, retentions and limits of liability that are no less favorable in the aggregate to the insureds as the Company’s existing policies with respect to matters existing or occurring at or prior to the Effective Time (including in connection with this Agreement or the Transactions). If the Company fails to obtain such “tail” insurance policies as of the Effective Time, Parent shall continue to maintain in effect for the Tail Period the D&O Insurance in place as of the date of this Agreement with terms, conditions, retentions and limits of liability that are no less favorable in the aggregate to the insureds as provided in the Company’s existing policies as of the date of this Agreement, or Parent shall purchase comparable D&O Insurance for the Tail Period with terms, conditions, retentions and limits of liability that are no less favorable in the aggregate as provided in the Company’s existing policies as of the date of this Agreement; provided, that in no event shall the aggregate cost the Tail Policies and the D&O Insurance exceed during the Tail Period 300% of the current aggregate annual premium paid by the Company for such purpose for the 2023 fiscal year (which fiscal year 2023 premiums are hereby represented and warranted by the Company to be as applicable obligations set forth in Section 7.14(bthis ‎Section 6.03. (d) This ‎Section 6.03 is intended to be for the benefit of, and shall be enforceable by, each of the Company Disclosure Letter); Indemnified Parties and providedtheir heirs and representatives, furtherand is in addition to, and not in substitution for, any other rights to indemnification or contribution that if the cost of any such insurance coverage exceeds such amountIndemnified Party may have by Contract, Parent applicable Law or the Company shall obtain a policy with the greatest amount of D&O Insurance available for a cost not exceeding such amountotherwise.

Indemnification; Directors’ and Officers’ Insurance. (a) From For a period of six years from and after the Effective Time, Parent and the Surviving Company SYBT shall indemnify and hold harmless harmless, to the fullest extent as such individuals would be indemnified as of the date of this Agreement under permitted by applicable Law, the Company’s Organizational Documents and any indemnification agreements in effect as of the date of this Agreementlaw, each present and former (determined as of the Effective Time) director and officer of KTYB and the Company or any of its KTYB Subsidiaries or any Person who prior to or at the Effective Time served at the request of the Company or any of its Subsidiaries as a director or officer of another Person in which the Company or any of its Subsidiaries has an equity investment, (in each case, when acting in such capacity capacity) (collectively, the “KTYB Indemnified Parties”), ) against any costs or expenses (including reasonable attorneys’ fees, costs and expenses), judgments, inquiries, fines, losses, claims, damages or liabilities incurred in connection withwith any threatened or actual claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, whether arising before or after the Effective Time, arising in whole or in part out of, or pertaining to, the fact that the person is or was a director or officer of KTYB or otherwise related any of the KTYB Subsidiaries or is or was serving at the request of KTYB or any of the KTYB Subsidiaries as a director or officer of another person and pertaining to any Proceedingmatters, in connection with, arising out of acts or otherwise related to matters omissions existing or occurring at or prior to the Effective Time, whether asserted including matters, acts or claimed prior to, at or after the Effective Time, including omissions occurring in connection with (i) the approval of this Agreement or the Transactions, and (ii) actions to enforce this provision or any other indemnification or advancement right of any Indemnified Party, and Parent and the Surviving Company transactions contemplated by this Agreement; and SYBT shall also advance expenses as incurred by such KTYB Indemnified Party to the fullest extent permitted by applicable law; provided that such individual would have been entitled to under applicable Law, the Company’s Organizational Documents and any indemnification agreements in effect as of the date of this Agreement; provided, that any Person KTYB Indemnified Party to whom expenses are advanced provides an undertaking to repay such advances if it is ultimately determined by final adjudication that such Person KTYB Indemnified Party is not entitled to indemnification. SYBT shall reasonably cooperate with the KTYB Indemnified Party, and KTYB Indemnified Party shall reasonably cooperate with SYBT, in the defense of any claim, action, suit, proceeding or investigation contemplated by this Section 5.10(a). (b) Prior to the Effective Time, the Company shall purchase (and pay in full the aggregate premium for) “tail” insurance policies (“Tail Policies”) for the extension of (i) the directors’ and officers’ liability coverage of the Company’s existing directors’ and officers’ insurance policies, and (ii) the Company’s existing fiduciary liability insurance policies, in each case for a claims reporting or discovery period of six years from and after the Effective Time (the “Tail Period”) from one or more insurance carriers with the same or better credit rating as the Company’s insurance carrier as of the date of this Agreement with respect to directors ‘and officers’ liability insurance and fiduciary liability insurance (collectively, “D&O Insurance”) with terms, conditions, retentions and limits of liability that are no less favorable in the aggregate to the insureds as the Company’s existing policies with respect to matters existing or occurring SYBT will obtain at or prior to the Effective Time (including in connection with this Agreement or the Transactions). If the Company fails to obtain such a six-year “tail” insurance policies as of the Effective Time, Parent shall continue to maintain in effect for the policy (a “Tail Period the D&O Insurance in place as of the date of this Agreement with terms, conditions, retentions and limits of liability that are no less favorable in the aggregate to the insureds as provided in the CompanyPolicy”) under KTYB’s existing policies as of directors’ and officers’ liability insurance (“D&O Insurance”) providing coverage with respect to claims against the present and former officers and directors of KTYB or any of the date of KTYB Subsidiaries arising from facts or events which occurred at or before the Effective Time (including the transactions contemplated by this Agreement, or Parent shall purchase comparable D&O Insurance for ) if and to the extent that the Tail Period with termsPolicy may be obtained for an amount that, conditions, retentions and limits of liability that are no less favorable in the aggregate as provided aggregate, does not exceed an amount in the Company’s existing policies as excess of the date of this Agreement; provided, that in no event shall the aggregate cost the Tail Policies and the D&O Insurance exceed during the Tail Period 300% of the current aggregate annual premium paid as of the date hereof by KTYB for D&O Insurance (the Company for such purpose “Premium Cap”) (and if the premiums for the 2023 fiscal year (which fiscal year 2023 premiums are hereby represented and warranted by Tail Policy would at any time exceed the Company Premium Cap, then SYBT shall cause to be maintained policies of insurance which, in SYBT’s good faith determination, provide the maximum coverage available at an annual premium equal to the Premium Cap). SYBT shall maintain the Tail Policy in full force and effect and continue to honor its obligations thereunder. (c) The obligations of SYBT and KTYB under this Section 5.9 shall not be terminated or modified after the Effective Time in a manner so as to adversely affect any KTYB Indemnified Party or any other person entitled to the benefit of this Section 5.9 without the prior written consent of the affected KTYB Indemnified Party or affected person. (d) The provisions of this Section 5.9 shall survive the Effective Time and are intended to be for the benefit of, and shall be enforceable by, each KTYB Indemnified Party and his or her heirs and representatives. If SYBT or any of its successors or assigns consolidates with or merges into any other entity and is not the continuing or surviving entity of the consolidation or merger, transfers all or substantially all of its assets or deposits to any other entity or engages in any similar transaction, then in each case to the extent the obligations set forth in this Section 7.14(b) 5.9 are not otherwise transferred and assumed by the successors and assigns by operation of law or otherwise, SYBT will cause proper provision to be made so that the Company Disclosure Letter); successors and provided, further, that if assigns of SYBT expressly assume the cost of such insurance coverage exceeds such amount, Parent or the Company shall obtain a policy with the greatest amount of D&O Insurance available for a cost not exceeding such amountobligations set forth in this Section 5.9.

Indemnification; Directors’ and Officers’ Insurance. (a) From and after the Merger Effective Time until the sixth (6th) anniversary of the Merger Effective Time, Parent CMFT shall (and shall cause the Surviving Company shall indemnify and hold harmless Entity to), to the fullest extent as such individuals CCIT III would be indemnified as permitted to do so under applicable Law and the CCIT III Governing Documents, (i) indemnify, defend and hold harmless each current and former manager, director, officer, partner, member, trustee, employee and agent of CCIT III or any of the date of this Agreement under applicable Law, CCIT III Subsidiaries or other individuals with rights to indemnification or exculpation pursuant to the Company’s Organizational CCIT III Governing Documents and or any indemnification agreements in effect as of CCIT III or CCIT III Subsidiaries (such agreements, the date of this Agreement“Additional Indemnification Agreements”) (collectively, each present and former (determined as of the Effective Time) director and officer of the Company or any of its Subsidiaries or any Person who prior to or at the Effective Time served at the request of the Company or any of its Subsidiaries as a director or officer of another Person in which the Company or any of its Subsidiaries has an equity investment, in each case, when acting in such capacity (the “Indemnified Parties”), ) against and from any costs or expenses (including reasonable attorneys’ fees, costs and expenses), judgments, inquiries, fines, losses, claims, damages or damages, liabilities incurred and amounts paid in settlement in connection with, arising with any Action to the extent such Action arises out of or otherwise related pertains to (A) any Proceedingaction or omission or alleged action or omission in such Indemnified Party’s capacity as a manager, in connection withdirector, arising out officer, partner, member, trustee, employee or agent of CCIT III or otherwise related to matters existing or occurring at or prior to any of the Effective Time, CCIT III Subsidiaries (whether asserted or claimed prior to, at or after the Merger Effective Time, including in connection with ) or (iB) this Agreement or any of the Transactionstransactions contemplated by this Agreement, including the Merger (whether asserted or claimed prior to, at or after the Merger Effective Time), and (ii) actions to enforce this provision or any other indemnification or advancement right pay in advance of the final disposition of any Indemnified Partysuch Action the costs and expenses (including reasonable attorneys’ fees that are subject to indemnification hereunder), and Parent and without the Surviving Company shall also advance expenses as incurred requirement of any bond or other security, in each case to the fullest extent that such individual would have been entitled to under applicable permitted by Law, but subject to CMFT’s or the CompanySurviving Entity’s Organizational Documents and any indemnification agreements in effect as receipt of the date of this Agreement; provided, that any Person to whom expenses are advanced provides an undertaking by or on behalf of such Indemnified Party to repay such advances amount if it is shall ultimately be determined by final adjudication that such Person Indemnified Party is not entitled to indemnificationbe indemnified. Notwithstanding anything to the contrary set forth in this Agreement, CMFT or the Surviving Entity, as applicable, (x) shall not settle or compromise or consent to the entry of any judgment or otherwise seek termination with respect to any Action against or of any Indemnified Party for which indemnification may be sought under this Section 7.7 without the Indemnified Party’s prior written consent (which consent may not be unreasonably withheld, delayed or conditioned) unless such settlement, compromise, consent or termination includes an unconditional release of such Indemnified Party from all liability arising out of such Action that is subject to indemnification by CMFT and the Surviving Entity under this Section 7.7, (y) shall not be liable for any settlement effected without its prior written consent (which consent shall not be unreasonably withheld, delayed or conditioned) and (z) shall not have any obligation hereunder to any Indemnified Party to the extent that a court of competent jurisdiction shall determine in a final and non-appealable order that such indemnification is prohibited by applicable Law. Without limiting the foregoing, and to the extent permitted by applicable Law, each of CMFT and the Surviving Entity agree that during the period commencing as of the Merger Effective Time and ending on the sixth (6th) anniversary of the Merger Effective Time, all rights to indemnification and exculpation from liabilities for acts or omissions occurring at or prior to the Merger Effective Time, and advancement of expenses now existing in favor of any Indemnified Party as provided in the CCIT III Governing Documents and Additional Indemnification Agreements shall survive the Merger and shall continue in full force and effect in accordance with their terms. (b) Prior to the Merger Effective Time, CMFT shall, or shall cause the Company shall purchase (Surviving Entity to, obtain and fully pay in full the aggregate premium for) for “tail” insurance policies (“Tail Policies”) for the extension of (ior the substantial equivalent of) 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 policies of CCIT III for a claims reporting or discovery period of six (6) years from and after the Merger Effective Time (Time, on prepaid and non-cancellable terms, for an aggregate cost not in excess of three times the “Tail Period”) from one current annual premiums for such insurance. CMFT and the Surviving Entity shall not take any action to terminate or more insurance carriers with modify the same or better credit rating as the Company’s insurance carrier as terms of the date extended reporting period coverage. (c) For a period of this Agreement six (6) years following the Merger Effective Time, the organizational documents of CMFT and any applicable CMFT Subsidiary shall contain provisions no less favorable with respect to directors ‘indemnification and officers’ liability insurance exculpation from liabilities for acts or omissions and fiduciary liability insurance (collectively, “D&O Insurance”) with terms, conditions, retentions and limits rights to advancement of liability that are no less favorable expenses relating thereto existing in favor of any Indemnified Party than those included in the aggregate to CCIT III Governing Documents or any similar organizational documents or agreements of any CMFT Subsidiary. No such provision shall be amended, repealed or otherwise modified for a period of six (6) years following the insureds as Merger Effective Time in any manner that would affect adversely the Company’s existing policies with respect to matters existing or occurring rights thereunder of individuals who, at or prior to the Effective Time (including in connection with this Agreement or the Transactions). If the Company fails to obtain such “tail” insurance policies as of the Merger Effective Time, Parent were Indemnified Parties, unless such modification shall continue to maintain in effect for the Tail Period the D&O Insurance in place as of the date of this Agreement with terms, conditions, retentions be required by applicable Law and limits of liability that are no less favorable in the aggregate then only to the insureds as provided in minimum extent required by applicable Law. (d) If CMFT or the Company’s existing policies as Surviving Entity or any of their respective successors or assigns (i) consolidates with or merges with or into any other Person and shall not be the date continuing or surviving corporation, partnership or other entity of this Agreementsuch consolidation or merger or (ii) liquidates, dissolves or winds-up, or Parent transfers or conveys all or substantially all of its properties and assets to any Person, then, and in each such case, proper provision shall purchase comparable D&O Insurance for be made so that the Tail Period with termssuccessors and assigns of CMFT or the Surviving Entity, conditionsas applicable, retentions and limits of liability that are no less favorable in assume the aggregate as provided in the Company’s existing policies as of the date of this Agreement; provided, that in no event shall the aggregate cost the Tail Policies and the D&O Insurance exceed during the Tail Period 300% of the current aggregate annual premium paid by the Company for such purpose for the 2023 fiscal year (which fiscal year 2023 premiums are hereby represented and warranted by the Company to be as obligations set forth in this Section 7.14(b7.7. (e) The provisions of this Section 7.7 are intended to be for the express benefit of, and shall be enforceable by, each Indemnified Party, his or her heirs and his or her personal representatives, shall be binding on all successors and assigns of CMFT, CCIT III and the Surviving Entity and shall not be amended in a manner that is adverse to the Indemnified Party (including his or her successors, assigns and heirs) without the prior written consent of the Company Disclosure Letter); Indemnified Party (including such successors, assigns and providedheirs) affected thereby. The exculpation and indemnification provided for by this Section 7.7 shall not be deemed to be exclusive of any other rights to which an Indemnified Party is entitled, furtherwhether pursuant to applicable Law, Contract or otherwise. CMFT shall cause the Surviving Entity to pay all reasonable expenses, including reasonable attorneys’ fees, that if may be incurred by any Indemnified Party in enforcing the cost of such insurance coverage exceeds such amount, Parent or the Company shall obtain a policy with the greatest amount of D&O Insurance available for a cost not exceeding such amountobligations provided in this Section 7.7.

Indemnification; Directors’ and Officers’ Insurance. (a) From and after the Effective Time, to the extent permitted by applicable law, Parent and shall cause the Surviving Company shall Corporation to indemnify and hold harmless to the fullest extent as such individuals would be indemnified as of the date of this Agreement under applicable Law, the Company’s Organizational Documents and any indemnification agreements in effect as of the date of this Agreement, each present and or former (determined as of the Effective Time) director and director, or officer of the Company or any of and its Subsidiaries or any Person who prior to or at the Effective Time served at the request of the Company or any of its Subsidiaries as a director or officer of another Person in which the Company or any of its Subsidiaries has an equity investment, (in each case, when acting in such capacity capacity) (collectively, the “Company Indemnified Parties”), ) against any costs or expenses (including reasonable attorneys’ fees, costs and expenses), judgments, inquiries, fines, losses, claims, damages or liabilities incurred in connection withwith any threatened or actual claim, arising out of action, suit, proceeding or otherwise related to any Proceedinginvestigation, in connection withwhether civil, arising out of criminal, administrative or otherwise related to matters investigative, for acts or omissions existing or occurring at or prior to the Effective Time, whether asserted or claimed prior toincluding the transactions contemplated hereby, at or after the Effective Time, including in connection with (i) this Agreement or the Transactions, and (ii) actions to enforce this provision or any other indemnification or advancement right of any Indemnified Party, and Parent and the Surviving Company shall also advance expenses as incurred to the fullest same extent that as such individual would have been entitled to under applicable Law, the Company’s Organizational Documents and any indemnification agreements in effect persons are indemnified as of the date of this AgreementAgreement by the Company pursuant to the Company Certificate, or the Company Bylaws, or the governing or organizational documents of any Company Subsidiary and any indemnification agreements in existence as of the date hereof or entered into prior to Closing on the same form as in existence as of the date hereof; providedand the Surviving Corporation to advance expenses as incurred by such Company Indemnified Parties to the same extent as such persons are entitled to advancement of expenses as of the date of this Agreement by the Company pursuant to the Company Certificate, or the Company Bylaws, or the governing or organizational documents of any Company Subsidiary and any indemnification agreements in existence as of the date hereof; provided that any Person the Company Indemnified Party to whom expenses are advanced provides an undertaking (in a reasonable and customary form) to repay such advances if it is ultimately determined by final adjudication that such Person Company Indemnified Party is not entitled to indemnification. (b) Prior Subject to the following sentence, for a period of six (6) years after the Effective Time, the Company Surviving Corporation shall purchase (and pay maintain in full effect the aggregate premium for) “tail” insurance current policies (“Tail Policies”) for the extension of (i) the directors’ and officers’ liability insurance maintained by the Company (provided, that the Surviving Corporation may substitute therefor policies with a substantially comparable insurer of at least the same coverage and amounts containing terms and conditions which are no less advantageous to the insured) with respect to claims against the present and former officers and directors 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 Company or discovery period any of six years its Subsidiaries arising from and after facts or events which occurred at or before the Effective Time (including the “Tail Period”) from one or more insurance carriers with transactions contemplated by this Agreement); provided, however, that the same or better credit rating as Surviving Corporation shall not be obligated to expend, on an annual basis, an amount in excess of 300% of the Company’s insurance carrier aggregate annual premium paid as of the date of this Agreement with respect to directors ‘and officers’ liability insurance and fiduciary liability hereof by the Company for such insurance (collectivelythe “Premium Cap”), “D&O Insurance”) with termsand if such premiums for such insurance would at any time exceed the Premium Cap, conditionsthen the Surviving Corporation shall maintain policies of insurance which, retentions and limits of liability that are no less favorable in the aggregate Surviving Corporation’s good faith determination, provide the maximum coverage available at an annual premium equal to the insureds as Premium Cap. In lieu of the Company’s existing policies foregoing, the Company may in consultation with respect to matters existing or occurring Parent (and at the request of Parent, the Company shall use its reasonable best efforts to) obtain at or prior to the Effective Time (including in connection with this Agreement or the Transactions). If the Company fails to obtain such a six-year “tail” insurance policies as of the Effective Time, Parent shall continue to maintain in effect for the Tail Period the D&O Insurance in place as of the date of this Agreement with terms, conditions, retentions and limits of liability that are no less favorable in the aggregate to the insureds as provided in policy under the Company’s existing policies as of directors and officers insurance policy providing equivalent coverage to that described in the date preceding sentence if and to the extent that the same may be obtained for an amount that, in the aggregate, does not exceed the Premium Cap. (c) The provisions of this AgreementSection 6.8 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. If either Parent or the Surviving Corporation, or Parent shall purchase comparable D&O Insurance for any of its successors or assigns, consolidates with or merges into any other entity and is not the Tail Period with terms, conditions, retentions and limits of liability that are no less favorable in the aggregate as provided in the Company’s existing policies as of the date of this Agreement; provided, that in no event shall the aggregate cost the Tail Policies and the D&O Insurance exceed during the Tail Period 300% of the current aggregate annual premium paid by the Company for such purpose for the 2023 fiscal year (which fiscal year 2023 premiums are hereby represented and warranted by the Company to be as set forth in Section 7.14(b) of the Company Disclosure Letter); and provided, further, that if the cost continuing or surviving entity of such insurance coverage exceeds such amountconsolidation or merger, transfers all or substantially all of its assets or deposits to any other entity or engages in any similar transaction, then in each case, Parent or the Company shall obtain a policy with Surviving Corporation, as the greatest amount case may be, will cause proper provision to be made so that the successors and assigns of D&O Insurance available for a cost not exceeding such amountParent or the Surviving Corporation, as the case may be, will expressly assume the obligations of Parent or the Surviving Corporation, as the case may be, set forth in this Section 6.8.

Indemnification; Directors’ and Officers’ Insurance. (a) From and after the Merger Effective Time until the sixth (6th) anniversary of the Merger Effective Time, Parent CMFT shall (and shall cause the Surviving Company shall indemnify and hold harmless Entity to), to the fullest extent as such individuals INAV would be indemnified as permitted to do so under applicable Law and the INAV Governing Documents, (i) indemnify, defend and hold harmless each current and former manager, director, officer, partner, member, trustee, employee and agent of INAV or any of the date of this Agreement under applicable Law, INAV Subsidiaries or other individuals with rights to indemnification or exculpation pursuant to the Company’s Organizational INAV Governing Documents and or any indemnification agreements in effect as of INAV or INAV Subsidiaries (such agreements, the date of this Agreement“Additional Indemnification Agreements”) (collectively, each present and former (determined as of the Effective Time) director and officer of the Company or any of its Subsidiaries or any Person who prior to or at the Effective Time served at the request of the Company or any of its Subsidiaries as a director or officer of another Person in which the Company or any of its Subsidiaries has an equity investment, in each case, when acting in such capacity (the “Indemnified Parties”), ) against and from any costs or expenses (including reasonable attorneys’ fees, costs and expenses), judgments, inquiries, fines, losses, claims, damages or damages, liabilities incurred and amounts paid in settlement in connection with, arising with any Action to the extent such Action arises out of or otherwise related pertains to (A) any Proceedingaction or omission or alleged action or omission in such Indemnified Party’s capacity as a manager, in connection withdirector, arising out officer, partner, member, trustee, employee or agent of INAV or otherwise related to matters existing or occurring at or prior to any of the Effective Time, INAV Subsidiaries (whether asserted or claimed prior to, at or after the Merger Effective Time, including in connection with ) or (iB) this Agreement or any of the Transactionstransactions contemplated by this Agreement, including the Merger (whether asserted or claimed prior to, at or after the Merger Effective Time), and (ii) actions to enforce this provision or any other indemnification or advancement right pay in advance of the final disposition of any Indemnified Partysuch Action the costs and expenses (including reasonable attorneys’ fees that are subject to indemnification hereunder), and Parent and without the Surviving Company shall also advance expenses as incurred requirement of any bond or other security, in each case to the fullest extent that such individual would have been entitled to under applicable permitted by Law, but subject to CMFT’s or the CompanySurviving Entity’s Organizational Documents and any indemnification agreements in effect as receipt of the date of this Agreement; provided, that any Person to whom expenses are advanced provides an undertaking by or on behalf of such Indemnified Party to repay such advances amount if it is shall ultimately be determined by final adjudication that such Person Indemnified Party is not entitled to indemnificationbe indemnified. Notwithstanding anything to the contrary set forth in this Agreement, CMFT or the Surviving Entity, as applicable, (x) shall not settle or compromise or consent to the entry of any judgment or otherwise seek termination with respect to any Action against or of any Indemnified Party for which indemnification may be sought under this Section 7.7 without the Indemnified Party’s prior written consent (which consent may not be unreasonably withheld, delayed or conditioned) unless such settlement, compromise, consent or termination includes an unconditional release of such Indemnified Party from all liability arising out of such Action that is subject to indemnification by CMFT and the Surviving Entity under this Section 7.7, (y) shall not be liable for any settlement effected without its prior written consent (which consent shall not be unreasonably withheld, delayed or conditioned) and (z) shall not have any obligation hereunder to any Indemnified Party to the extent that a court of competent jurisdiction shall determine in a final and non-appealable order that such indemnification is prohibited by applicable Law. Without limiting the foregoing, and to the extent permitted by applicable Law, each of CMFT and the Surviving Entity agree that during the period commencing as of the Merger Effective Time and ending on the sixth (6th) anniversary of the Merger Effective Time, all rights to indemnification and exculpation from liabilities for acts or omissions occurring at or prior to the Merger Effective Time, and advancement of expenses now existing in favor of any Indemnified Party as provided in the INAV Governing Documents and Additional Indemnification Agreements shall survive the Merger and shall continue in full force and effect in accordance with their terms. (b) Prior to the Merger Effective Time, CMFT shall, or shall cause the Company shall purchase (Surviving Entity to, obtain and fully pay in full the aggregate premium for) for “tail” insurance policies (“Tail Policies”) for the extension of (ior the substantial equivalent of) 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 policies of INAV for a claims reporting or discovery period of six (6) years from and after the Merger Effective Time (Time, on prepaid and non-cancellable terms, for an aggregate cost not in excess of three times the “Tail Period”) from one current annual premiums for such insurance. CMFT and the Surviving Entity shall not take any action to terminate or more insurance carriers with modify the same or better credit rating as the Company’s insurance carrier as terms of the date extended reporting period coverage. (c) For a period of this Agreement six (6) years following the Merger Effective Time, the organizational documents of CMFT and any applicable CMFT Subsidiary shall contain provisions no less favorable with respect to directors ‘indemnification and officers’ liability insurance exculpation from liabilities for acts or omissions and fiduciary liability insurance (collectively, “D&O Insurance”) with terms, conditions, retentions and limits rights to advancement of liability that are no less favorable expenses relating thereto existing in favor of any Indemnified Party than those included in the aggregate to INAV Governing Documents or any similar organizational documents or agreements of any CMFT Subsidiary. No such provision shall be amended, repealed or otherwise modified for a period of six (6) years following the insureds as Merger Effective Time in any manner that would affect adversely the Company’s existing policies with respect to matters existing or occurring rights thereunder of individuals who, at or prior to the Effective Time (including in connection with this Agreement or the Transactions). If the Company fails to obtain such “tail” insurance policies as of the Merger Effective Time, Parent were Indemnified Parties, unless such modification shall continue to maintain in effect for the Tail Period the D&O Insurance in place as of the date of this Agreement with terms, conditions, retentions be required by applicable Law and limits of liability that are no less favorable in the aggregate then only to the insureds as provided in minimum extent required by applicable Law. (d) If CMFT or the Company’s existing policies as Surviving Entity or any of their respective successors or assigns (i) consolidates with or merges with or into any other Person and shall not be the date continuing or surviving corporation, partnership or other entity of this Agreementsuch consolidation or merger or (ii) liquidates, dissolves or winds-up, or Parent transfers or conveys all or substantially all of its properties and assets to any Person, then, and in each such case, proper provision shall purchase comparable D&O Insurance for be made so that the Tail Period with termssuccessors and assigns of CMFT or the Surviving Entity, conditionsas applicable, retentions and limits of liability that are no less favorable in assume the aggregate as provided in the Company’s existing policies as of the date of this Agreement; provided, that in no event shall the aggregate cost the Tail Policies and the D&O Insurance exceed during the Tail Period 300% of the current aggregate annual premium paid by the Company for such purpose for the 2023 fiscal year (which fiscal year 2023 premiums are hereby represented and warranted by the Company to be as obligations set forth in this Section 7.14(b7.7. (e) The provisions of this Section 7.7 are intended to be for the express benefit of, and shall be enforceable by, each Indemnified Party, his or her heirs and his or her personal representatives, shall be binding on all successors and assigns of CMFT, INAV and the Surviving Entity and shall not be amended in a manner that is adverse to the Indemnified Party (including his or her successors, assigns and heirs) without the prior written consent of the Company Disclosure Letter); Indemnified Party (including such successors, assigns and providedheirs) affected thereby. The exculpation and indemnification provided for by this Section 7.7 shall not be deemed to be exclusive of any other rights to which an Indemnified Party is entitled, furtherwhether pursuant to applicable Law, Contract or otherwise. CMFT shall cause the Surviving Entity to pay all reasonable expenses, including reasonable attorneys’ fees, that if may be incurred by any Indemnified Party in enforcing the cost of such insurance coverage exceeds such amount, Parent or the Company shall obtain a policy with the greatest amount of D&O Insurance available for a cost not exceeding such amountobligations provided in this Section 7.7.

Indemnification; Directors’ and Officers’ Insurance. (a) The Parent shall cause the organizational documents of the Surviving Corporation and each Company Subsidiary to contain provisions concerning indemnification of directors and officers no less favorable to the beneficiaries thereof than those set forth in such organizational documents as of the date hereof. From and after the Effective TimeClosing, the Parent shall, and shall cause the Surviving Corporation and each Company shall Subsidiary, (i) to indemnify and hold harmless to the fullest extent as such individuals would be indemnified as of the date of this Agreement under applicable Law, the Company’s Organizational Documents and any indemnification agreements in effect as of the date of this Agreement, each present and former (determined as of the Effective Time) director and officer of the Company or any and each present and former director and officer, as applicable, of its Subsidiaries or any Person who prior to or at each Company Subsidiary (collectively, the Effective Time served at the request of the “Company or any of its Subsidiaries as a director or officer of another Person in which the Company or any of its Subsidiaries has an equity investmentIndemnified Parties”), in each case, when acting in such capacity (the “Indemnified Parties”)capacity, against any costs Losses incurred or expenses (including reasonable attorneys’ fees, costs and expenses), judgments, inquiries, fines, losses, claims, damages or liabilities incurred suffered by any of the Company Indemnified Parties in connection with, with any action arising out of or otherwise related to any Proceeding, in connection with, arising out of or otherwise related pertaining to matters existing or occurring at or prior to the Effective TimeClosing, whether asserted or claimed prior to, at or after the Effective TimeClosing, including in connection with (i) this Agreement or to the Transactionsfullest extent permitted under applicable Law, and (ii) actions to enforce this provision or any other indemnification or advancement right of any Indemnified Party, and Parent and the Surviving Company shall also advance expenses as incurred by any Company Indemnified Party in connection with any matters for which such Company Indemnified Party is entitled to indemnification from the Company or a Company Subsidiary, as applicable, pursuant to this Section 8.13, to the fullest extent that such individual would have been entitled to permitted under applicable Law, law; provided that the Company’s Organizational Documents and any indemnification agreements in effect as of the date of this Agreement; provided, that any Person Company Indemnified Party to whom expenses are advanced provides an undertaking to repay such advances if it is ultimately determined by final adjudication that such Person Company Indemnified Party is not entitled to such indemnification; and provided, further, that any determination required to be made with respect to whether a Company Indemnified Party’s conduct complies with the standards set forth under applicable law or the organizational documents of the Company and the Company Subsidiaries, as applicable, shall be made by independent counsel selected by the Company. (b) Prior to For a period of six (6) years following the Effective TimeClosing, the Parent shall maintain, or shall cause the Surviving Corporation for itself and the Company shall purchase (and pay Subsidiaries to maintain, in full the aggregate premium for) “tail” insurance policies (“Tail Policies”) for the extension of (i) the effect a directors’ and officers’ liability coverage of insurance policy covering those persons who are currently covered by 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 policy (true and complete copies of six years from which have been heretofore made available by the Company to the Parent and after the Effective Time (the “Tail Period”) from one or more insurance carriers with the same or better credit rating as the Company’s insurance carrier as of the date of this Agreement with respect to directors ‘its agents and officers’ liability insurance and fiduciary liability insurance (collectively, “D&O Insurance”representatives) with terms, conditions, retentions coverage in amount and limits of liability that are no less scope at least as favorable in the aggregate to the insureds as the Company’s existing policies with respect to matters existing or occurring at or prior to the Effective Time (including in connection with this Agreement or the Transactions). If the Company fails to obtain such “tail” insurance policies as of the Effective Time, Parent shall continue to maintain in effect for the Tail Period the D&O Insurance in place as of the date of this Agreement with terms, conditions, retentions and limits of liability that are no less favorable in the aggregate to the insureds as provided in the Company’s existing policies as of the date of this Agreement, or Parent shall purchase comparable D&O Insurance for the Tail Period with terms, conditions, retentions and limits of liability that are no less favorable in the aggregate as provided in the Company’s existing policies as of the date of this Agreementcoverage; provided, however, that in no event shall the Parent or the Company be required to expend in the aggregate cost the Tail Policies and the D&O Insurance exceed during the Tail Period 300in excess of 200% of the current aggregate annual premium currently paid by the Company for such purpose for coverage, and if such premium would at any time exceed 200% of such amount, then the 2023 fiscal year (which fiscal year 2023 premiums are hereby represented and warranted by Parent or the Company shall maintain insurance policies which provide the maximum and best coverage available at an annual premium equal to be as set forth in Section 7.14(b) 200% of the Company Disclosure Letter)such amount; and provided, further, that this Section 8.13(b) shall be deemed to have been satisfied if a prepaid policy or policies (i.e., “tail coverage”) have been obtained by the cost Company, at the expense of Parent, which policy or policies provide such insurance coverage exceeds such amount, Parent or the Company shall obtain a policy directors and officers with the greatest amount coverage described in this Section 8.13(b) for an aggregate period of D&O Insurance available not less than six (6) years with respect to claims arising from facts or events that occurred on or before the Closing Date, including with respect to the transactions contemplated by this Agreement. (c) The provisions of this Section 8.13 are (i) intended to be for a cost the benefit of, and shall be enforceable by, each Person entitled to indemnification hereunder, and each such Person’s heirs, representatives, successors or assigns, it being expressly agreed that such Persons shall be third-party beneficiaries of this Section 8.13, and (ii) in addition to, and not exceeding in substitution for, any other right to indemnification or contribution that any such amountPerson may have by contract or otherwise.

Indemnification; Directors’ and Officers’ Insurance. (a) From and after the Effective TimeClosing, Parent Purchaser shall cause the Company and its Subsidiaries (as applicable, the Surviving Company shall indemnify “D&O Indemnifying Party”) to indemnify, defend and hold harmless each person who is now, or has been at any time prior to the fullest extent as such individuals would be indemnified as date hereof or who becomes prior to the Closing, an officer or director of the date Company or any of this Agreement under applicable Lawits Subsidiaries (the “D&O Indemnified Parties”) against all losses, claims, damages, costs, expenses (including attorneys’ fees and expenses), liabilities or judgments or amounts that are paid in settlement with the Company’s Organizational Documents and any indemnification agreements in effect as approval of the date D&O Indemnifying Party (which approval shall not be unreasonably withheld) of this Agreementor in connection with any threatened or actual claim, each present and former (determined as action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, based in whole or in part on or arising in whole or in part out of the Effective Time) fact that such person is or was a director and or officer of the Company or any of its Subsidiaries whether pertaining to any matter existing or occurring at or prior to the Closing or any Person who acts or omissions occurring or existing at or prior to the Closing and whether asserted or claimed prior to, or at or after, the Effective Time served Closing, in each such case, to the same extent such D&O Indemnified Parties are entitled thereto as of the date hereof. Furthermore, the current provisions in the Company’s and its Subsidiaries’ respective certificate of incorporation and bylaws with respect to exculpation of director and officer liability and indemnification shall not be amended for six years following the Closing if such amendment would materially and adversely affect the rights thereunder of individuals who at any time prior to the request Closing were directors or officers of the Company or any of its Subsidiaries as a director in respect of actions or officer of another Person in which the Company or any of its Subsidiaries has an equity investment, in each case, when acting in such capacity (the “Indemnified Parties”), against any costs or expenses (including reasonable attorneys’ fees, costs and expenses), judgments, inquiries, fines, losses, claims, damages or liabilities incurred in connection with, arising out of or otherwise related to any Proceeding, in connection with, arising out of or otherwise related to matters existing or omissions occurring at or prior to the Effective Time, whether asserted or claimed prior to, at or after the Effective Time, including in connection with (i) this Agreement or the Transactions, and (ii) actions to enforce this provision or any other indemnification or advancement right of any Indemnified Party, and Parent and the Surviving Company shall also advance expenses as incurred to the fullest extent that such individual would have been entitled to under applicable Law, the Company’s Organizational Documents and any indemnification agreements in effect as of the date of this Agreement; provided, that any Person to whom expenses are advanced provides an undertaking to repay such advances if it is ultimately determined by final adjudication that such Person is not entitled to indemnificationClosing. (b) Prior to For a period of six years after the Effective TimeClosing, Purchaser shall cause the Company shall purchase (and pay its Subsidiaries to maintain in full effect the aggregate premium for) “tail” insurance current policies (“Tail Policies”) for the extension of (i) the directors’ and officers’ liability insurance maintained by the Company and its Subsidiaries; provided, that Purchaser may substitute therefor policies of at least the same coverage and amounts containing terms and conditions which are no less advantageous to the D&O Indemnified Parties with respect to matters arising before and acts or omissions occurring or existing at or prior to the Closing; provided, further, that the Company and its Subsidiaries shall not be obligated to pay annual premiums in excess of 300% of the annual premiums currently paid for such insurance. Purchaser may satisfy its obligations under this Section 5.06(b) by purchasing a “tail” policy which (i) has an effective term of six years from the Closing, (ii) covers each person currently covered by the Company’s existing directors’ and officers’ insurance policies, and (ii) the Company’s existing fiduciary liability insurance policies, policy in each case for a claims reporting or discovery period of six years from and after the Effective Time (the “Tail Period”) from one or more insurance carriers with the same or better credit rating as the Company’s insurance carrier as of effect on the date of this Agreement with respect for actions and omissions occurring on or prior to directors ‘the Closing, and officers’ liability insurance and fiduciary liability insurance (collectively, “D&O Insurance”iii) with terms, conditions, retentions and limits of liability contains terms that are no less favorable in the aggregate to the insureds as than those of the Company’s existing policies with respect to matters existing or occurring at or prior to the Effective Time (including in connection with this Agreement or the Transactions). If the Company fails to obtain such “tail” directors’ and officers’ insurance policies as of the Effective Time, Parent shall continue to maintain policy in effect for the Tail Period the D&O Insurance in place as of the date of this Agreement with terms, conditions, retentions and limits of liability that are no less favorable in the aggregate to the insureds as provided in the Company’s existing policies as of on the date of this Agreement, or Parent shall purchase comparable D&O Insurance . (c) The provisions of this Section 5.06 are intended to be for the Tail Period with termsbenefit of, conditionsand shall be enforceable by, retentions each D&O Indemnified Party, his or her heirs and limits his or her personal representatives and shall be binding on all successors and assigns of liability that are no less favorable in the aggregate as provided in the Company’s existing policies as of the date of this Agreement; providedPurchaser, that in no event shall the aggregate cost the Tail Policies and the D&O Insurance exceed during the Tail Period 300% of the current aggregate annual premium paid by the Company for such purpose for the 2023 fiscal year (which fiscal year 2023 premiums are hereby represented and warranted by the Company to be as set forth in Section 7.14(b) of the Company Disclosure Letter); and provided, further, that if the cost of such insurance coverage exceeds such amount, Parent or the Company shall obtain a policy with the greatest amount of D&O Insurance available for a cost not exceeding such amountits Subsidiaries.

Indemnification; Directors’ and Officers’ Insurance. (a) From All rights to indemnification and after the Effective Time, Parent and the Surviving Company shall indemnify and hold harmless to the fullest extent as such individuals would be indemnified as of the date of this Agreement under applicable Law, the Company’s Organizational Documents and any indemnification agreements in effect as of the date of this Agreement, each present and former (determined as of the Effective Time) director and officer of the Company exculpation from liabilities for acts or any of its Subsidiaries or any Person who prior to or at the Effective Time served at the request of the Company or any of its Subsidiaries as a director or officer of another Person in which the Company or any of its Subsidiaries has an equity investment, in each case, when acting in such capacity (the “Indemnified Parties”), against any costs or expenses (including reasonable attorneys’ fees, costs and expenses), judgments, inquiries, fines, losses, claims, damages or liabilities incurred in connection with, arising out of or otherwise related to any Proceeding, in connection with, arising out of or otherwise related to matters existing or occurring at or prior to the Effective Time, whether asserted or claimed prior to, at or after the Effective Time, including in connection with (i) this Agreement or the Transactions, and (ii) actions to enforce this provision or any other indemnification or advancement right of any Indemnified Party, and Parent and the Surviving Company shall also advance expenses as incurred to the fullest extent that such individual would have been entitled to under applicable Law, the Company’s Organizational Documents and any indemnification agreements in effect as of the date of this Agreement; provided, that any Person to whom expenses are advanced provides an undertaking to repay such advances if it is ultimately determined by final adjudication that such Person is not entitled to indemnification. (b) Prior to the Effective Time, the Company shall purchase (and pay in full the aggregate premium for) “tail” insurance policies (“Tail Policies”) for the extension of (i) the directors’ and officers’ liability coverage of the Company’s existing directors’ and officers’ insurance policies, and (ii) the Company’s existing fiduciary liability insurance policies, in each case for a claims reporting or discovery period of six years from and after the Effective Time (the “Tail Period”) from one or more insurance carriers with the same or better credit rating as the Company’s insurance carrier as of the date of this Agreement with respect to directors ‘and officers’ liability insurance and fiduciary liability insurance (collectively, “D&O Insurance”) with terms, conditions, retentions and limits of liability that are no less favorable in the aggregate to the insureds as the Company’s existing policies with respect to matters existing or omissions occurring at or prior to the Effective Time (including now existing in connection with this Agreement favor of the current or the Transactions). If former directors, officers, employees, or agents, or fiduciaries under benefit plans, currently indemnified by the Company fails to obtain such and its Subsidiaries (each an “tail” insurance policies Indemnified Person”), as provided in their respective articles of incorporation, bylaws (or comparable organizational documents) or other agreements providing indemnification, will survive the Merger and will continue in full force and effect in accordance with their terms. In addition, from and after the Effective Time, Parent shall continue to maintain in effect for the Tail Period the D&O Insurance in place as Indemnified Persons who become directors, officers or employees, or fiduciaries under benefit plans, of the date Surviving Corporation will be entitled to the indemnity rights and protections afforded to directors, officers, employees and fiduciaries under benefit plans of the Surviving Corporation. 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 covered by this Agreement Section 6.8 after the Effective Time, the Surviving Corporation will 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 receipt by the Surviving Corporation of an undertaking by or on behalf of such Indemnified Party 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) The Surviving Corporation will purchase officers’ and directors’ liability insurance with termsan insurer substantially comparable to the insurer under the Company’s current policy of at least the same coverage and amounts, conditions, retentions containing terms and limits of liability that are conditions no less favorable in the aggregate to the insureds as provided in insured for a period of at least six years after the Effective Time and, prior to the Effective Time, Buyer will provide evidence to the Company of such insurance. (c) The provisions of this Section 6.8 are intended to be for the benefit of, and will be enforceable by, each Indemnified Person, his or her heirs and his or her personal representatives and will be binding on all successors and assigns of the Surviving Corporation and the Company’s existing policies as of the date of this Agreement, or Parent shall purchase comparable D&O Insurance for the Tail Period with terms, conditions, retentions and limits of liability that are no less favorable in the aggregate as provided in the Company’s existing policies as of the date of this Agreement; provided, that in no event shall the aggregate cost the Tail Policies and the D&O Insurance exceed during the Tail Period 300% of the current aggregate annual premium paid by the Company for such purpose for the 2023 fiscal year (which fiscal year 2023 premiums are hereby represented and warranted by the Company to be as set forth in Section 7.14(b) of the Company Disclosure Letter); and provided, further, that if the cost of such insurance coverage exceeds such amount, Parent or the Company shall obtain a policy with the greatest amount of D&O Insurance available for a cost not exceeding such amount.

Indemnification; Directors’ and Officers’ Insurance. (a) From and after the Effective Time, Parent and the Surviving Company shall indemnify agrees that it will indemnify, defend and hold harmless each individual entitled to the fullest extent as such individuals would be indemnified indemnification as of the Effective Time under the Company's certificate of incorporation and bylaws as in effect on the date of this Agreement under applicable Law, the Company’s Organizational Documents and any indemnification agreements in effect as of the date of this Agreement, each present and former (determined as of the Effective Time) director and officer of the Company or any of its Subsidiaries or any Person who prior to or at the Effective Time served at the request of the Company or any of its Subsidiaries as a director or officer of another Person in which the Company or any of its Subsidiaries has an equity investment, in each case, when acting in such capacity (the “"Indemnified Parties”"), against any costs or expenses (including reasonable attorneys’ ' fees, costs and expenses), judgments, inquiries, fines, losses, claims, damages or liabilities (collectively, "Costs") incurred in connection withwith any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of or otherwise related to any Proceeding, in connection with, arising out of or otherwise related to matters existing or occurring at or prior to the Effective TimeTime (including transactions contemplated by this Agreement), whether asserted or claimed prior to, at or after the Effective Time, to the fullest extent that the Company would have been permitted under the DGCL and its certificate of incorporation, bylaws and other agreements (including the Indemnification Agreements referred to below) in connection with effect on the date hereof to indemnify such Person (i) this Agreement or the Transactions, and (ii) actions to enforce this provision or any other indemnification or advancement right of any Indemnified Party, and Parent and the Surviving Company shall also advance expenses as incurred to the fullest extent that such individual would have been entitled to permitted under applicable Lawlaw, provided the Company’s Organizational Documents and any indemnification agreements in effect as of the date of this Agreement; provided, that any Person to whom expenses are advanced provides an undertaking to repay such advances if it is ultimately determined by final adjudication that such Person is not entitled to indemnification). (b) Prior From and after the Effective Time, Parent will cause the Surviving Corporation to fulfill and honor in all respects the obligations of the Company pursuant to each indemnification agreement listed in Schedule 6.14(b). (c) Any Indemnified Party wishing to claim indemnification under paragraph (a) of this Section 6.14, upon learning of any such claim, action, suit, proceeding or investigation, shall promptly notify Parent thereof. In the event of any such claim, action, suit, proceeding or investigation (whether arising before or after the Effective Time), (i) Parent or the Surviving Corporation shall have the right to assume the defense thereof and Parent shall not be liable to such Indemnified Parties for any legal expenses of other counsel or any other expenses subsequently incurred by such Indemnified Parties in connection with the defense thereof unless there is a conflict of interest between the Indemnified Parties and Parent, in which event Parent shall be liable to the Indemnified Parties for the fees and expenses of not more than one firm of counsel, (ii) the Indemnified Parties will cooperate in the defense of any such matter and (iii) Parent shall not be liable for any settlement effected without its prior written consent and no Indemnified Party shall be liable for any settlement effected without its prior written consent unless such settlement includes a complete release of claims against such Indemnified Party; and provided, further, that Parent shall not have any obligation hereunder to any Indemnified Party if and when a court of competent jurisdiction shall ultimately determine, and such determination shall have become final, that the indemnification of such Indemnified Party in the manner contemplated hereby is prohibited by applicable law. (d) Notwithstanding any contrary provision of this Agreement, prior to the Effective Time, the Company shall may purchase (and pay in full the aggregate premium for) “tail” insurance policies (“Tail Policies”) for the extension of (i) the directors’ and officers’ liability coverage of the Company’s existing directors’ and officers’ insurance policies, and (ii) the Company’s existing fiduciary liability insurance policies, in each case extending for a claims reporting or discovery period of six years from and after the Effective Time (the “Tail Period”) from one or more insurance carriers with the same or better credit rating as the Company’s 's directors' and officers' liability insurance carrier coverage in effect as of the date of this Agreement hereof (covering past or future claims with respect to directors ‘periods prior to and officers’ liability insurance and fiduciary liability insurance (collectively, “D&O Insurance”) with terms, conditions, retentions and limits of liability including the Effective Time); provided that are no less favorable in the aggregate to premium payable for such insurance shall not exceed 175% of the insureds as the Company’s existing policies with respect to matters existing or occurring at or last annual premium paid for such coverage prior to the Effective Time date hereof. (including in connection with this Agreement or the Transactions). e) If the Company fails Surviving Corporation or any of its successors or assigns (i) shall consolidate with or merge into any other corporation or entity and shall not be the continuing or surviving corporation or entity of such consolidation or merger or (ii) shall transfer all or substantially all of its properties and assets to obtain any individual, corporation or other entity, then and in each such “tail” insurance policies as case, proper provisions shall be made so that the successors and assigns of the Surviving Corporation shall assume all of the obligations set forth in this Section. (f) The provisions of this Section shall survive the consummation of the Merger at the Effective Time, Parent shall continue are intended to maintain in effect be for the Tail Period the D&O Insurance in place as benefit of, and shall be enforceable by, each of the date Indemnified Parties as intended third party beneficiaries and their heirs and estates and shall be binding on all successors and assigns of this Agreement with terms, conditions, retentions and limits of liability that are no less favorable in the aggregate to the insureds as provided in the Company’s existing policies as of the date of this Agreement, or Parent shall purchase comparable D&O Insurance for the Tail Period with terms, conditions, retentions and limits of liability that are no less favorable in the aggregate as provided in the Company’s existing policies as of the date of this Agreement; provided, that in no event shall the aggregate cost the Tail Policies and the D&O Insurance exceed during the Tail Period 300% of the current aggregate annual premium paid by the Company for such purpose for the 2023 fiscal year (which fiscal year 2023 premiums are hereby represented and warranted by the Company to be as set forth in Section 7.14(b) of the Company Disclosure Letter); and provided, further, that if the cost of such insurance coverage exceeds such amount, Parent or the Company shall obtain a policy with the greatest amount of D&O Insurance available for a cost not exceeding such amountSurviving Corporation.

Indemnification; Directors’ and Officers’ Insurance. (a) From and after the Effective Time, Parent and subject to applicable Law, the Surviving Company shall indemnify indemnify, defend and hold harmless to the fullest extent as such individuals would be indemnified as harmless, and provide advancement of the date of this Agreement under applicable Lawexpenses to, the Company’s Organizational Documents and any indemnification agreements in effect as of the date of this Agreement, each present and former (determined as officers and directors of the Effective Time) director PRE and officer of the Company or any of its Subsidiaries or any Person who prior to or at the Effective Time served at the request of the Company or any of its Subsidiaries as a director or officer of another Person in which the Company or any of its Subsidiaries has an equity investment(collectively, in each case, when acting in such capacity (the “Indemnified Parties”), ) against any costs or expenses (including reasonable attorneys’ fees, costs and expenses), judgments, inquiries, fines, all losses, claims, damages damages, costs, expenses, liabilities or liabilities incurred judgments that are paid in settlement of or in connection with, arising out of with any Legal Action based or otherwise related to any Proceedingarising, in connection withwhole or in part, arising out on such Indemnified Party’s service as an officer or director of PRE or otherwise related to matters existing or occurring at or any of its respective Subsidiaries prior to the Effective Time, whether asserted or claimed prior to, at or after after, the Effective Time, Time (including acts or omissions occurring in connection with (i) the approval of this Agreement or and the consummation of the Transactions, and (ii) actions to enforce this provision or any other indemnification or advancement right of any Indemnified Party, and Parent and the Surviving Company shall also advance expenses as incurred to the fullest extent that such individual would have been entitled to provided or permitted under applicable Law, the CompanyPRE’s Organizational Documents and any indemnification agreements agreement entered into between PRE or any of its Subsidiaries and such Indemnified Party as in effect as of the date of this Agreement; provided, that any Person to whom expenses are advanced provides an undertaking to repay such advances if it is ultimately determined by final adjudication that such Person is not entitled to indemnification. (b) Prior to The Surviving Company shall, at the Effective Time, the Company shall purchase (and pay in full the aggregate premium for) purchase, a “tail” insurance policies (“Tail Policies”) for the extension of (i) the directors’ and officers’ liability coverage insurance policy, for PRE’s and its Subsidiaries’ present and former directors and officers who are covered prior to the Effective Time by existing policies of the Company’s existing directors’ and officers’ insurance liability insurance, with coverage for six years following the Effective Time and on other terms that provide at least substantially equivalent benefits to the covered persons as such existing policies. If such prepaid “tail policy” has been obtained by the Surviving Company, it shall be deemed to satisfy all obligations pursuant to this Section 6.3(b) and the Surviving Company shall use its reasonable best efforts to cause such “tail policy” to be maintained in full force and effect for its full term and to honor all of its obligations thereunder. (c) If the Surviving Company or any of its respective successors or assigns: (i) shall consolidate with or merge into any other Person and shall not be the continuing or surviving corporation or entity of such consolidation or merger; or (ii) the Company’s existing fiduciary liability insurance policiesshall transfer all or substantially all of its properties or assets to any Person, then, in each case for a claims reporting case, the Surviving Company or discovery period any of six years from its respective successors and after the Effective Time (the “Tail Period”) from one or more insurance carriers with the same or better credit rating assigns, as the Company’s insurance carrier applicable, shall take such action as may be necessary so that such Person shall assume all of the date of this Agreement with respect to directors ‘and officers’ liability insurance and fiduciary liability insurance (collectively, “D&O Insurance”) with terms, conditions, retentions and limits of liability that are no less favorable in the aggregate to the insureds as the Company’s existing policies with respect to matters existing or occurring at or prior to the Effective Time (including in connection with this Agreement or the Transactions). If the Company fails to obtain such “tail” insurance policies as of the Effective Time, Parent shall continue to maintain in effect for the Tail Period the D&O Insurance in place as of the date of this Agreement with terms, conditions, retentions and limits of liability that are no less favorable in the aggregate to the insureds as provided in the Company’s existing policies as of the date of this Agreement, or Parent shall purchase comparable D&O Insurance for the Tail Period with terms, conditions, retentions and limits of liability that are no less favorable in the aggregate as provided in the Company’s existing policies as of the date of this Agreement; provided, that in no event shall the aggregate cost the Tail Policies and the D&O Insurance exceed during the Tail Period 300% of the current aggregate annual premium paid by the Company for such purpose for the 2023 fiscal year (which fiscal year 2023 premiums are hereby represented and warranted by the Company to be as applicable obligations set forth in this Section 7.14(b6.3. (d) This Section 6.3 is intended to be for the benefit of, and shall be enforceable by, each of the Company Disclosure Letter); Indemnified Parties and providedtheir heirs and representatives, furtherand is in addition to, and not in substitution for, any other rights to indemnification or contribution that if the cost of any such insurance coverage exceeds such amountIndemnified Party may have by Contract, Parent applicable Law or the Company shall obtain a policy with the greatest amount of D&O Insurance available for a cost not exceeding such amountotherwise.

Indemnification; Directors’ and Officers’ Insurance. (a) From For a period of six (6) years from and after the Effective Time, Parent and the Surviving Company Corporation shall (and Parent shall cause the Surviving Corporation to) indemnify and hold harmless harmless, to the fullest extent as such individuals would be indemnified as of the date of this Agreement permitted under applicable Law, Law and the Company’s and its Subsidiaries’ Organizational Documents and any indemnification agreements in effect as of the date of this Agreement, each present and former (determined as of the Effective Time) director and officer of the Company or any of and its Subsidiaries or any Person who prior to or at the Effective Time served at the request of the Company or any of its Subsidiaries as a director or officer of another Person in which the Company or any of its Subsidiaries has an equity investmentSubsidiaries, in each case, when acting in such capacity or in serving as a director, officer, member, trustee, Representative or fiduciary of another entity or enterprise, including a Company Benefit Plan, at the request or for the benefit of the Company or any of its Subsidiaries (collectively, the “Indemnified Parties”), against any costs or expenses (including reasonable attorneys’ fees, costs and expenses), judgments, inquiries, fines, losses, claims, damages or liabilities incurred in connection with, arising out of or otherwise related to any Proceeding, in connection with, arising out of or otherwise related to matters existing or occurring at or prior to the Effective Time, whether asserted or claimed prior to, at or after the Effective Time, including in connection with (i) this Agreement or the Transactions, and (ii) actions to enforce this provision or any other indemnification or advancement right of any Indemnified Party, and Parent and or the Surviving Company Corporation shall also advance reasonable documented out-of-pocket expenses as incurred to the fullest extent that such individual would have been entitled permitted to do so under applicable Law, Law and the Company’s and its Subsidiaries’ Organizational Documents and any indemnification agreements in effect as of the date of this Agreement; provided, provided that any Person to whom expenses are advanced provides an undertaking to shall promptly repay such advances if it is ultimately determined by final adjudication that such Person is not entitled to indemnification. (b) Prior to the Effective Time, the Company shall purchase (and, if the Company is unable to, Parent shall cause the Surviving Corporation as of the Effective Time to, obtain and fully pay in full the aggregate premium for) for “tail” insurance policies (“Tail Policies”providing only for the Side A coverage where the existing policies also include Side B coverage for the Company) 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 six years from and after the Effective Time (the “Tail Period”) from one or more insurance carriers with the same or better credit rating as the Company’s insurance carrier as of the date of this Agreement with respect to directors ‘directors’ and officers’ liability insurance and fiduciary liability insurance (collectively, “D&O Insurance”) with terms, conditions, retentions and limits of liability that are no less at least as favorable in the aggregate to the insureds as the Company’s existing policies with respect to matters existing or occurring at or prior to the Effective Time (including in connection with this Agreement or the Transactions). If the Company fails and the Surviving Corporation for any reason fail to obtain such “tail” insurance policies as of the Effective Time, the Surviving Corporation shall, and Parent shall cause the Surviving Corporation to, continue to maintain in effect for the Tail Period the D&O Insurance in place as of the date of this Agreement with terms, conditions, retentions and limits of liability that are no less at least as favorable in the aggregate to the insureds as provided in the Company’s and its Subsidiaries’ 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 no less at least as favorable in the aggregate as provided in the Company’s and its Subsidiaries’ existing policies as of the date of this Agreement; provided, however, that in no event shall the aggregate cost the Tail Policies and annual premium of the D&O Insurance exceed during the Tail Period 300% exceed 300 percent of the current aggregate last annual premium paid by the Company for such purpose for the 2023 fiscal year (which fiscal year 2023 premiums are hereby represented and warranted by the Company to be as set forth in Section 7.14(b) of the Company Disclosure Letter)purpose; and provided, further, that if the cost of such insurance coverage exceeds such amount, Parent or the Company Surviving Corporation shall obtain a policy with the greatest amount of D&O Insurance coverage available for a cost not exceeding such amount. If such prepaid policies have been obtained prior to the Effective Time, the Company and the Surviving Corporation, as applicable, shall, and Parent shall cause the Surviving Corporation to, maintain such policies in full force and effect, and continue to honor the obligations thereunder. (c) 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 expenses relating thereto now existing in favor of any Indemnified Party as provided in the Organizational Documents of the Company and its Subsidiaries or any indemnification agreement between such Indemnified Party and the Company or any of its Subsidiaries, in each case, as in effect on the date of this Agreement, 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. (d) If Parent, the Surviving Corporation or any of its successors or assigns (i) shall consolidate with or merge into any other Person and shall not be the continuing or surviving Person of such consolidation or merger or (ii) shall transfer all or substantially all of its properties and assets to any Person, then, and in each such case, proper provisions shall be made so that the successors and assigns of Parent or the Surviving Corporation, as the case may be, shall assume all of the obligations set forth in this Section 7.12. (e) The rights of the Indemnified Parties under this Section 7.12 are in addition to any rights such Indemnified Parties may have under the Organizational Documents of the Company or any of its Subsidiaries, or under any applicable Contracts or Laws, and nothing in this Agreement is intended to, shall be construed or shall release, waive or impair any rights to directors’ and officers’ insurance claims under any policy or Contract 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 that the indemnification provided for in this Section 7.12 is not prior to or in substitution of any such claims under such policies). (f) This Section 7.12 is intended to be for the benefit of, and from and after the Effective Time shall be enforceable by, each of the Indemnified Parties, who shall be third party beneficiaries of this Section 7.12.

Indemnification; Directors’ and Officers’ Insurance. (a) From and after the Effective Time, Parent and shall cause the Surviving Company shall Corporation to indemnify and hold harmless each person who is now, at any time has been or who becomes prior to the fullest Effective Time a "Director/officer" of the Company (as defined in Article 7 of the Company's Restated By-laws ("Article 7")), and their heirs and personal representatives (the "Indemnified Parties"), against any and all "Expenses" (as defined in Article 7) incurred in connection with any "Proceeding" (as defined in Article 7) arising out of or pertaining to any action or omission occurring prior to the Effective Time (including, without limitation, any Proceeding which arises out of or relates to the transactions contemplated by this Agreement), to the full extent as such individuals would be indemnified permitted under Massachusetts law and the Surviving Corporation's Restated By-laws in effect as of the date of this Agreement Effective Date or under applicable Law, the Company’s Organizational Documents and any indemnification agreements agreement in effect as of the date of this Agreement. (b) The Surviving Corporation shall control the defense of any such Proceeding with counsel selected by the Surviving Corporation, each present and former (determined as of the Effective Time) director and officer of the Company or any of its Subsidiaries or any Person who prior to or at the Effective Time served at the request of the Company or any of its Subsidiaries as a director or officer of another Person in which the Company or any of its Subsidiaries has an equity investment, in each case, when acting in such capacity (the “Indemnified Parties”), against any costs or expenses (including reasonable attorneys’ fees, costs and expenses), judgments, inquiries, fines, losses, claims, damages or liabilities incurred in connection with, arising out of or otherwise related to any Proceeding, in connection with, arising out of or otherwise related to matters existing or occurring at or prior counsel shall be reasonably acceptable to the Effective TimeIndemnified Party, whether asserted or claimed prior to, provided that the Indemnified Party shall be permitted to participate in the defense of such Proceeding at or after its own expense; except that the Effective Time, including Surviving Corporation shall pay as incurred the reasonable fees and expenses of counsel retained by an Indemnified Party in connection with the event that (i) this Agreement the Surviving Corporation and the Indemnified Party shall have mutually agreed on the retention of such counsel or the Transactions, and (ii) actions the named parties to enforce this provision or any other indemnification or advancement right Proceeding include both the Surviving Corporation and the Indemnified Party and representation of any both parties by the same counsel would be inappropriate, in the reasonable opinion of counsel to the Indemnified Party, due to actual or potential differing interests between them; and Parent 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 Surviving Company shall also advance expenses as incurred to the fullest extent that such individual would have been entitled to under applicable Law, provisions of the Company’s Organizational Documents and any indemnification agreements in effect 's D&O Insurance existing as of the date of this Agreement; provided, that then the provisions of such policy shall govern. Neither Parent nor the Surviving Corporation shall in any Person to whom expenses are advanced provides an undertaking to repay such advances if it is ultimately determined by final adjudication that such Person is event be liable for any settlement effected without its written consent, which consent shall not entitled to indemnificationbe withheld unreasonably. (bc) Prior For a period of not less than six years after the Effective Time, Parent or the Surviving Corporation shall maintain 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, on terms no less favorable than such insurance maintained in effect by the Company as of 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 125% of the last annual premium paid prior to the date hereof, but in such case shall purchase as much coverage as may be obtained for such amount. I-15 (d) The Restated Articles of Organization and pay in full the aggregate premium for) “tail” insurance policies (“Tail Policies”) for the extension of (i) the directors’ and officers’ liability coverage Restated By-laws of the Company’s existing directors’ Surviving Corporation shall contain the provisions with respect to indemnification set forth in the Restated Articles of Organization and officers’ insurance policiesRestated By-laws of the Surviving Corporation as of the Effective Date, and (ii) the Company’s existing fiduciary liability insurance policieswhich provisions shall not be amended, in each case for a claims reporting repealed or discovery period of six years from and otherwise modified after the Effective Time (in any manner that would adversely affect the “Tail Period”) from one or more insurance carriers with the same or better credit rating as the Company’s insurance carrier as rights thereunder of the date Indemnified Parties in respect of this Agreement with respect to directors ‘and officers’ liability insurance and fiduciary liability insurance (collectively, “D&O Insurance”) with terms, conditions, retentions and limits of liability that are no less favorable in the aggregate to the insureds as the Company’s existing policies with respect to matters existing actions or omissions occurring at or prior to the Effective Time (including in connection with including, without limitation, the transactions contemplated by this Agreement or the TransactionsAgreement), unless such modification is required by law. If Parent, Sub and the Company fails to obtain such “tail” insurance policies as agree that all rights existing in favor of the Effective Time, Parent shall continue to maintain any Indemnified Party under any indemnification agreement in effect for the Tail Period the D&O Insurance in place as of the date hereof shall survive the Merger and shall continue in full force and effect, without any amendment thereto. (e) The provisions of this Agreement with termsSection 5.6 are intended to be for the benefit of, conditionsand shall be enforceable by, retentions and limits of liability that are no less favorable in the aggregate to the insureds as provided in the Company’s existing policies as each of the date Indemnified Parties, his or her heirs and his or her personal representatives and shall be binding on all successors and assigns of this AgreementParent, or Parent shall purchase comparable D&O Insurance for Sub, the Tail Period with terms, conditions, retentions and limits of liability that are no less favorable in the aggregate as provided in the Company’s existing policies as of the date of this Agreement; provided, that in no event shall the aggregate cost the Tail Policies Company and the D&O Insurance exceed during the Tail Period 300% of the current aggregate annual premium paid by the Company for such purpose for the 2023 fiscal year (which fiscal year 2023 premiums are hereby represented and warranted by the Company to be as set forth in Section 7.14(b) of the Company Disclosure Letter); and provided, further, that if the cost of such insurance coverage exceeds such amount, Parent or the Company shall obtain a policy with the greatest amount of D&O Insurance available for a cost not exceeding such amountSurviving Corporation.

Indemnification; Directors’ and Officers’ Insurance. (a) From and after the Effective Time, Parent and shall cause the Surviving Company shall Corporation to indemnify and hold harmless each person who is now, at any time has been or who becomes prior to the fullest Effective Time a "Director/officer" of the Company (as defined in Article 7 of the Company's Restated By-laws ("Article 7")), and their heirs and personal representatives (the "Indemnified Parties"), against any and all "Expenses" (as defined in Article 7) incurred in connection with any "Proceeding" (as defined in Article 7) arising out of or pertaining to any action or omission occurring prior to the Effective Time (including, without limitation, any Proceeding which arises out of or relates to the transactions contemplated by this Agreement), to the full extent as such individuals would be indemnified permitted under Massachusetts law and the Surviving Corporation's Restated By-laws in effect as of the date of this Agreement Effective Date or under applicable Law, the Company’s Organizational Documents and any indemnification agreements agreement in effect as of the date of this Agreement, each present and former (determined as of the Effective Time) director and officer of the Company or any of its Subsidiaries or any Person who prior to or at the Effective Time served at the request of the Company or any of its Subsidiaries as a director or officer of another Person in which the Company or any of its Subsidiaries has an equity investment, in each case, when acting in such capacity (the “Indemnified Parties”), against any costs or expenses (including reasonable attorneys’ fees, costs and expenses), judgments, inquiries, fines, losses, claims, damages or liabilities incurred in connection with, arising out of or otherwise related to any Proceeding, in connection with, arising out of or otherwise related to matters existing or occurring at or prior to the Effective Time, whether asserted or claimed prior to, at or after the Effective Time, including in connection with (i) this Agreement or the Transactions, and (ii) actions to enforce this provision or any other indemnification or advancement right of any Indemnified Party, and Parent and the Surviving Company shall also advance expenses as incurred to the fullest extent that such individual would have been entitled to under applicable Law, the Company’s Organizational Documents and any indemnification agreements in effect as of the date of this Agreement; provided, that any Person to whom expenses are advanced provides an undertaking to repay such advances if it is ultimately determined by final adjudication that such Person is not entitled to indemnification. (b) Prior The Surviving Corporation shall control the defense of any such Proceeding with counsel selected by the Surviving Corporation, which counsel shall be reasonably acceptable to the Effective TimeIndemnified Party, provided that the Company Indemnified Party shall purchase (be permitted to participate in the defense of such Proceeding at its own expense; except that the Surviving Corporation shall pay as incurred the reasonable fees and pay expenses of counsel retained by an Indemnified Party in full the aggregate premium for) “tail” insurance policies (“Tail Policies”) for the extension of event that (i) the directors’ Surviving Corporation and officers’ liability coverage the Indemnified Party shall have mutually agreed on the retention of the Company’s existing directors’ and officers’ insurance policies, and such counsel or (ii) the Company’s existing fiduciary liability insurance policiesnamed parties to any Proceeding include both the Surviving Corporation and the Indemnified Party and representation of both parties by the same counsel would be inappropriate, in each case for a claims reporting the reasonable opinion of counsel to the Indemnified Party, due to actual or discovery period potential differing interests between them; and provided, further, that if any D&O Insurance (as defined in paragraph (c) of six years from this Section 6.6) 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 after the Effective Time (the “Tail Period”) from one or more insurance carriers such provision is consistent with the same or better credit rating as provisions of the Company’s insurance carrier as of the date of this Agreement with respect to directors ‘and officers’ liability insurance and fiduciary liability insurance (collectively, “D&O Insurance”) with terms, conditions, retentions and limits of liability that are no less favorable in the aggregate to the insureds as the Company’s existing policies with respect to matters existing or occurring at or prior to the Effective Time (including in connection with this Agreement or the Transactions). If the Company fails to obtain such “tail” insurance policies as of the Effective Time, Parent shall continue to maintain in effect for the Tail Period the 's D&O Insurance in place as of the date of this Agreement with terms, conditions, retentions and limits of liability that are no less favorable in the aggregate to the insureds as provided in the Company’s existing policies as of the date of this Agreement, or Parent shall purchase comparable D&O Insurance for then the Tail Period with terms, conditions, retentions and limits of liability that are no less favorable in the aggregate as provided in the Company’s existing policies as of the date of this Agreement; provided, that in no event shall the aggregate cost the Tail Policies and the D&O Insurance exceed during the Tail Period 300% of the current aggregate annual premium paid by the Company for such purpose for the 2023 fiscal year (which fiscal year 2023 premiums are hereby represented and warranted by the Company to be as set forth in Section 7.14(b) of the Company Disclosure Letter); and provided, further, that if the cost provisions of such insurance coverage exceeds such amountpolicy shall govern. Neither Parent nor the Surviving Corporation shall in any event be liable for any settlement effected without its written consent, Parent or the Company which consent shall obtain a policy with the greatest amount of D&O Insurance available for a cost not exceeding such amountbe withheld unreasonably.

Indemnification; Directors’ and Officers’ Insurance. (a) From and after the Effective Time, Parent and the Surviving Company shall indemnify and hold harmless Merger Sub agree that all rights to the fullest extent as such individuals would be indemnified as indemnification or exculpation now existing in favor of the date directors, officers, employees, partners, members, equityholders, Affiliates or agents of this Agreement under applicable Lawany Group Company or the General Partner (collectively, the “Indemnitees”), as provided in such Group Company’s Organizational Governing Documents and any indemnification agreements or otherwise in effect as of the date hereof with respect to any matters occurring prior to the Closing Date, shall survive the Merger and shall continue in full force and effect and that the Group Companies will perform and discharge the Group Companies’ obligations to provide such indemnity and exculpation after the Merger. To the maximum extent permitted by applicable Law, such indemnification shall be mandatory rather than permissive, and the Surviving Entity shall advance expenses in connection with such indemnification as provided in such Group Company’s Governing Documents or other applicable agreements. The indemnification and liability limitation or exculpation provisions of the Group Companies’ Governing Documents shall not be amended, repealed or otherwise modified after the Closing Date in any manner that would adversely affect the rights thereunder of Indemnitees, unless such modification is required by applicable Law. (b) Each of Parent and Merger Sub hereby acknowledges that certain Indemnitees may have rights to indemnification, advancement of expenses and/or insurance provided by Persons (other than the Company and its Subsidiaries) (collectively, the “Indemnitors”). Parent hereby agrees (i) that the applicable Group Company is the indemnitor of first resort (i.e., their obligations to the Indemnitees are primary and any obligation of the Indemnitors to advance expenses or to provide indemnification for the same expenses or liabilities incurred by any Indemnitee are secondary), (ii) the applicable Group Company shall be required to advance the full amount of expenses incurred by any Indemnitee and shall be liable for the full amount of all expenses, judgments, penalties, fines and amounts paid in settlement to the extent legally permitted and as required by the terms of this Agreement, each present and former the Governing Documents of any Group Company (determined as of the Effective Time) director and officer of or any other agreement between the Company or any of its Subsidiaries and any such Indemnitee), without regard to any rights the Indemnitee may have against the Indemnitors, and (iii) the Group Companies irrevocably waive, relinquish and release the Indemnitors from any and all claims against the Indemnitors for contribution, subrogation or any Person who prior other recovery of any kind in respect thereof. Each Group Company further agrees that no advancement or payment by an Indemnitor on behalf of an Indemnitee with respect to any claim for which an Indemnitee has sought indemnification from the applicable Group Company shall affect the foregoing and the applicable Indemnitor shall have a right of contribution and/or be subrogated to the extent of such advancement or at the Effective Time served at the request payment to all of the Company or rights of recovery of the Indemnitee against the applicable Group Company. Parent and the Indemnitees agree that the Indemnitors are express third party beneficiaries of the terms of this Section 6.6(b). (c) Each Indemnitee shall have the right (but not the obligation) to control the defense of, including the investigation of, any of its Subsidiaries as a director or officer of another Person in which the Company or any of its Subsidiaries has an equity investment, in each case, when acting in such capacity (the “Indemnified Parties”), against any costs or expenses (including reasonable attorneys’ fees, costs and expenses), judgments, inquiries, fines, losses, claims, damages or liabilities incurred in connection with, arising out of or otherwise related Claim relating to any Proceedingacts or omissions covered under this Section 6.6 with counsel selected by the Indemnitee; provided, in connection withhowever, arising out of or otherwise related to matters existing or occurring at or prior to the Effective Time, whether asserted or claimed prior to, at or after the Effective Time, including in connection with that (i) this Agreement or the Transactions, Surviving Entity shall be permitted to participate in the defense of such Claim at its own expense and (ii) actions to enforce this provision or any other indemnification or advancement right of any Indemnified Party, and Parent and the Surviving Company Entity shall also advance expenses as incurred to the fullest extent that such individual would have been entitled to under applicable Lawnot be liable for any settlement effected without its written consent, the Company’s Organizational Documents and any indemnification agreements in effect as of the date of this Agreement; providedwhich consent shall not be unreasonably withheld, that any Person to whom expenses are advanced provides an undertaking to repay such advances if it is ultimately determined by final adjudication that such Person is not entitled to indemnificationconditioned, or delayed. (bd) Prior to Parent will, and will cause the Effective TimeSurviving Entity and its Subsidiaries to, the Company shall purchase (at Parent’s expense) and pay maintain in full effect beginning on the aggregate premium for) “tail” insurance policies (“Tail Policies”) Closing and for the extension a period of (i) six years thereafter without any lapses in coverage, the directors’ and officers’ “tail” or “runoff” insurance program currently available to be purchased under the existing directors’ and officers’ liability insurance plan covering the Company’s, its Subsidiaries’ and the General Partner’s managers, directors and officers, to the extent such plan remains available as of the Effective Time on materially the same terms and conditions. To the extent that such plan is no longer available on materially the same terms and conditions at the Effective Time, Parent will, and will cause the Surviving Entity and its Subsidiaries to purchase (at Parent’s expense) and maintain in effect beginning on the Closing and for a period of six years thereafter without any lapses in coverage, a directors’ and officers’ liability “tail” or “runoff” insurance program, selected by the General Partner (such coverage shall have an aggregate coverage limit over the term of such policy in an amount not to exceed the annual aggregate coverage limit under the Company’s existing directors’ and officers’ insurance policiesliability policy, and (ii) the Company’s in all other material respects shall be comparable to such existing fiduciary liability insurance policies, in each case for a claims reporting or discovery period of six years from and after the Effective Time (the “Tail Period”) from one or more insurance carriers with the same or better credit rating as the Company’s insurance carrier as of the date of this Agreement with respect to directors ‘and officers’ liability insurance and fiduciary liability insurance (collectively, “D&O Insurance”) with terms, conditions, retentions and limits of liability that are no less favorable in the aggregate to the insureds as the Company’s existing policies with respect to matters existing or occurring at or prior to the Effective Time (including in connection with this Agreement or the Transactionscoverage). If Notwithstanding the Company fails to obtain such “tail” insurance policies as of the Effective Timeforegoing, Parent shall continue to maintain in effect for the Tail Period the D&O Insurance in place as of the date of this Agreement with terms, conditions, retentions and limits of liability that are no less favorable in the aggregate to the insureds as provided in the Company’s existing policies as of the date of this Agreement, or Parent shall purchase comparable D&O Insurance for the Tail Period with terms, conditions, retentions and limits of liability that are no less favorable in the aggregate as provided in the Company’s existing policies as of the date of this Agreement; provided, that in no event shall Parent or the Surviving Entity or any of their Subsidiaries be required to pay annual premiums in the aggregate cost the Tail Policies and the D&O Insurance exceed during the Tail Period of more than an amount equal to 300% of the current aggregate annual premium premiums paid by the Company for such purpose for the 2023 fiscal year insurance to maintain or procure insurance coverage pursuant hereto. (which fiscal year 2023 premiums e) The Indemnitees are hereby represented and warranted by the Company intended to be as set forth in third party beneficiaries of this Section 7.14(b) 6.6. This Section 6.6 shall survive the consummation of the Company Disclosure Letter); Merger and provided, further, that if shall be binding on all successors and assigns of Parent and the cost of such insurance coverage exceeds such amount, Parent or the Company shall obtain a policy with the greatest amount of D&O Insurance available for a cost not exceeding such amountSurviving Entity.

Indemnification; Directors’ and Officers’ Insurance. (a) Without limiting any other right that an Indemnified Person may have pursuant to any employment agreement or indemnification agreement in effect on the date hereof or otherwise, the Surviving Corporation shall, and Parent shall cause the Surviving Corporation, to do the following: (i) For six (6) years after the Effective Time, to the fullest extent permitted by applicable Law, the Surviving Corporation shall indemnify, defend and hold harmless (and advance expenses in connection therewith, subject to a customary undertaking from the applicable Indemnified Person to return such advances if it is determined by the final adjudication of a court of law that the Indemnified Person is not entitled to indemnification hereunder) the present and former directors, officers, employees, fiduciaries and agents of the Company and its Subsidiaries, and any individuals serving in such capacity at or with respect to other Persons at the Company’s or its Subsidiaries’ request (each, an “Indemnified Person”) from and against any losses, claims, damages, liabilities, costs, expenses (including attorneys’ fees), judgments, fines, penalties and amounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect thereof) in respect of the Indemnified Persons having served in such capacity at or prior to the Effective Time, in each case, to the fullest extent permitted by the DGCL or provided under the Organizational Documents of the Company and its Subsidiaries in effect on the date hereof. If any Indemnified Person is made party to any Proceeding arising out of or relating to matters that would be indemnifiable pursuant to the immediately preceding sentence, the Surviving Corporation shall advance fees, costs and expenses (including attorneys’ fees and disbursements) as incurred by such Indemnified Person in connection with and prior to the final disposition of such claim, action, suit, proceeding or investigation in each case to the extent the Company is required to do so and on the same terms as provided in the Organizational Documents of the Company and its Subsidiaries in effect on the date hereof; provided that any Indemnified Person wishing to claim indemnification or advancement of expenses under this ‎Section 6.10, upon learning of any such Proceeding, shall notify the Surviving Corporation (but the failure so to notify shall not relieve the Surviving Corporation from any obligations that it may have under this ‎Section 6.10 except to the extent such failure materially prejudices such party’s position with respect to such claims); and (ii) For six (6) years after the Effective Time, Parent shall cause the Surviving Corporation to maintain in effect provisions in the Organizational Documents of the Surviving Corporation and its Subsidiaries (or in such documents of any successor to the business thereof) regarding elimination of liability of directors and officers, indemnification of officers, directors, employees, fiduciaries and agents and advancement of fees, costs and expenses that are no less advantageous to the intended beneficiaries than the corresponding provisions in existence on the date of this Agreement. (b) From and after the Effective Time, Parent shall guarantee and stand surety for, and shall cause the Surviving Company shall indemnify and hold harmless Corporation to the fullest extent as such individuals would be indemnified as of the date of this Agreement honor its obligations under applicable Law, the Company’s Organizational Documents and any indemnification agreements in effect as of the date of this Agreement, each present and former Section 6.10(a). (determined as of the Effective Timec) director and officer of the Company or any of its Subsidiaries or any Person who prior to or at the Effective Time served at the request of the Company or any of its Subsidiaries as a director or officer of another Person in which the Company or any of its Subsidiaries has an equity investment, in each case, when acting in such capacity For six (the “Indemnified Parties”), against any costs or expenses (including reasonable attorneys’ fees, costs and expenses), judgments, inquiries, fines, losses, claims, damages or liabilities incurred in connection with, arising out of or otherwise related to any Proceeding, in connection with, arising out of or otherwise related to matters existing or occurring at or prior to the Effective Time, whether asserted or claimed prior to, at or 6) years after the Effective Time, including Parent shall cause the Surviving Corporation and its Subsidiaries to honor and comply with their respective obligations under any indemnification agreement with any Indemnified Person that is set forth in connection with (iSchedule ‎6.10(b) this Agreement or of the TransactionsCompany Disclosure Letter, and (ii) actions to enforce this provision not amend, repeal or otherwise modify any other indemnification or advancement such agreement in any manner that would materially and adversely affect any right of any Indemnified Party, and Parent and the Surviving Company shall also advance expenses as incurred to the fullest extent that such individual would have been entitled to under applicable Law, the Company’s Organizational Documents and any indemnification agreements in effect as of the date of this Agreement; provided, that any Person to whom expenses are advanced provides an undertaking to repay such advances if it is ultimately determined by final adjudication that such Person is not entitled to indemnificationthereunder. (bd) Prior to the Effective Time, the Company shall purchase (or, if the Company is unable to, Parent shall cause the Surviving Corporation as of the Effective Time to, obtain and fully pay in full the aggregate premium for) “tail” insurance policies (“Tail Policies”) for the non-cancellable extension of (i) the directors’ and officers’ liability coverage of the Company’s existing directors’ and officers’ insurance policies, policies and (ii) the Company’s existing fiduciary liability insurance policiespolicies (collectively, in each case “D&O Insurance”), which D&O Insurance shall (i) be for a claims reporting or discovery period of at least six (6) years from and after the Effective Time with respect to any claim related to any period of time at or prior to the Effective Time, (the “Tail Period”ii) be from one or more an insurance carriers 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 ‘D&O Insurance and officers’ liability insurance and fiduciary liability insurance (collectively, “D&O Insurance”iii) with have terms, conditions, retentions and limits of liability that are no less favorable in than the aggregate to the insureds as coverage provided under the Company’s existing policies with respect to matters existing any actual or occurring alleged error, misstatement, misleading statement, act, omission, neglect, breach of duty or any matter claimed against an Indemnified Person by reason of him or her having served in such capacity that existed or occurred at or prior to the Effective Time (including in connection with this Agreement or the Transactions). If ; provided that the Company fails shall give Parent a reasonable opportunity to obtain such “tail” insurance policies as of the Effective Time, Parent shall continue to maintain in effect for the Tail Period the D&O Insurance in place as of the date of this Agreement with terms, conditions, retentions and limits of liability that are no less favorable participate in the aggregate selection of such tail policy and the Company shall give reasonable and good faith consideration to the insureds as provided in the Company’s existing policies as of the date of this Agreement, or any comments made by Parent shall purchase comparable D&O Insurance for the Tail Period with terms, conditions, retentions and limits of liability that are no less favorable in the aggregate as provided in the Company’s existing policies as of the date of this Agreementrespect thereto; provided, further that in no event the cost of any such tail policy shall the aggregate cost the Tail Policies and the D&O Insurance not exceed during the Tail Period 300350% of the current aggregate annual premium paid by the Company for such purpose for in respect of the 2023 fiscal year D&O Insurance (which fiscal year 2023 premiums are hereby represented and warranted by the Company to be as amount is set forth in Section 7.14(b‎‎Schedule 6.10(d) of the Company Disclosure Letter); and provided, further, that if the cost aggregate premiums of such insurance coverage exceeds tail policy exceed such amount, Parent or the Company shall, or Parent shall cause the Surviving Corporation to, as applicable, obtain a policy with the greatest amount of D&O Insurance available coverage available, with respect to matters occurring prior to the Effective Time, for a cost not exceeding such amount. (e) If either Parent or the Surviving Corporation or any of their respective successors or assigns (i) consolidates with or merges into any other Person and shall not be the continuing or surviving corporation or entity of such consolidation or merger, or (ii) transfers or conveys all or substantially all of its properties and assets to any Person or consummates any division transaction, then, and in each such case, to the extent necessary, proper provision shall be made so that the successors and assigns of Parent or the Surviving Corporation (as applicable) shall assume the obligations set forth in this ‎‎Section 6.10. (f) The rights of each Indemnified Person under this ‎Section 6.10 shall be in addition to any rights such Person may have under the Organizational Documents of the Company or any of its Subsidiaries under the DGCL or any other applicable Law or under any agreement of any Indemnified Person with the Company or any of its Subsidiaries that is set forth in Schedule ‎6.10(b) of the Company Disclosure Letter.

Indemnification; Directors’ and Officers’ Insurance. (a) From and after the Effective Time, Parent and Purchaser shall cause the Surviving Company shall Corporation to indemnify and hold harmless each person who is now, at any time has been or who becomes prior to the fullest Effective Time a director or officer of the Company or any of its Subsidiaries, and their respective heirs and personal representatives (the "Indemnified Parties"), against all expenses, liabilities and losses (including, without limitation, attorneys' fees and related disbursements, judgments, fines, ERISA excise 12 16 taxes or penalties and amounts paid or to be paid in settlement) incurred in connection with any "Proceeding" (as defined in Article VI of the Company's By-laws) arising out of or pertaining to any action or omission occurring prior to the Effective Time (including, without limitation, any Proceeding which arises out of or relates to the transactions contemplated by this Agreement), to the full extent permitted under Delaware law and the Company's By-laws as such individuals would be indemnified in effect as of the date of this Agreement or under applicable Law, the Company’s Organizational Documents and any indemnification agreements agreement in effect as of the date of this Agreement. (b) The Surviving Corporation shall control the defense of any such Proceeding with counsel selected by the Surviving Corporation, each present and former (determined as of the Effective Time) director and officer of the Company or any of its Subsidiaries or any Person who prior to or at the Effective Time served at the request of the Company or any of its Subsidiaries as a director or officer of another Person in which the Company or any of its Subsidiaries has an equity investment, in each case, when acting in such capacity (the “Indemnified Parties”), against any costs or expenses (including reasonable attorneys’ fees, costs and expenses), judgments, inquiries, fines, losses, claims, damages or liabilities incurred in connection with, arising out of or otherwise related to any Proceeding, in connection with, arising out of or otherwise related to matters existing or occurring at or prior counsel shall be reasonably acceptable to the Effective TimeIndemnified Party, whether asserted or claimed prior to, provided that the Indemnified Party shall be permitted to participate in the defense of such Proceeding at or after its own expense; except that the Effective Time, including Surviving Corporation shall pay as incurred the reasonable fees and expenses of counsel retained by an Indemnified Party in connection with the event that (i) this Agreement the Surviving Corporation and the Indemnified Party shall have mutually agreed on the retention of such counsel, or the Transactions, and (ii) actions the named parties to enforce this provision or any other indemnification or advancement right Proceeding include both the Surviving Corporation and the Indemnified Party and representation of any both parties by the same counsel would be inappropriate, in the reasonable opinion of counsel to the Indemnified Party, due to actual or potential differing interests between them; and Parent provided, further, that if any D&O Insurance (as defined in paragraph (c) of this Section 5.5) 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 Surviving Company shall also advance expenses as incurred to the fullest extent that such individual would have been entitled to under applicable Law, provisions of the Company’s Organizational Documents and any indemnification agreements in effect 's D&O Insurance existing as of the date of this Agreement; provided, that then the provisions of such policy shall govern. Neither Purchaser nor the Surviving Corporation shall in any Person to whom expenses are advanced provides an undertaking to repay such advances if it is ultimately determined by final adjudication that such Person is event be liable for any settlement effected without its written consent, which consent shall not entitled to indemnificationbe withheld unreasonably. (bc) Prior For a period of not less than six (6) years after the Effective Time, Purchaser or the Surviving Corporation shall maintain 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, on terms no less favorable than such insurance maintained in effect by the Company as of the date hereof in terms of coverage and amounts, provided that Purchaser 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 (and pay in full the aggregate premium for) “tail” insurance policies (“Tail Policies”) as much coverage as may be obtained for the extension of (i) the directors’ and officers’ liability coverage 200% of the Company’s existing directors’ last annual premium paid prior to the date hereof. (d) The Certificate of Incorporation and officers’ insurance policies, By-laws of the Surviving Corporation shall contain the provisions with respect to indemnification and (ii) exculpation set forth in the Company’s existing fiduciary liability insurance policies, in each case for a claims reporting or discovery period Certificate of six years from Incorporation and after By-laws of the Effective Time (the “Tail Period”) from one or more insurance carriers with the same or better credit rating as the Company’s insurance carrier Company as of the date of this Agreement with Agreement, which provisions shall not be amended, repealed or otherwise modified after the Effective Time in any manner that would adversely affect the rights thereunder of the Indemnified Parties in respect to directors ‘and officers’ liability insurance and fiduciary liability insurance (collectively, “D&O Insurance”) with terms, conditions, retentions and limits of liability that are no less favorable in the aggregate to the insureds as the Company’s existing policies with respect to matters existing actions or omissions occurring at or prior to the Effective Time (including in connection with including, without limitation, the transactions contemplated by this Agreement or the TransactionsAgreement), unless such modification is required by law. If Purchaser and the Company fails to obtain such “tail” insurance policies as agree that all rights existing in favor of the Effective Time, Parent shall continue to maintain any Indemnified Party under any indemnification agreement in effect for the Tail Period the D&O Insurance in place as of the date hereof shall survive the Merger and shall continue in full force and effect, without any amendment thereto. (e) The provisions of this Agreement Section 5.5 are intended to be for the benefit of, and shall be enforceable by, each of the Indemnified Parties, his or her heirs and his or her personal representatives and shall be binding on all successors and assigns of Purchaser, the Company and the Surviving Corporation. SECTION 5.6. Public Announcements. Purchaser, on the one hand, and the Company, on the other hand, will consult with termseach other before issuing, conditionsand provide each other the opportunity to review and comment upon, retentions and limits of liability that are no less favorable in the aggregate any press release or other public statements with respect to the insureds as provided in the Company’s existing policies as existence of the date of and transactions contemplated by this Agreement, and shall not issue any such press release or Parent shall purchase comparable D&O Insurance for make any such public statement without the Tail Period with terms, conditions, retentions and limits of liability that are no less favorable in the aggregate as provided in the Company’s existing policies as consent of the date of this Agreement; providedother party following such consultation, that except as may be required by applicable law, regulation or judicial process, and in no event shall such case only after reasonable notice to the aggregate cost the Tail Policies and the D&O Insurance exceed during the Tail Period 300% of the current aggregate annual premium paid by the Company for such purpose for the 2023 fiscal year (which fiscal year 2023 premiums are hereby represented and warranted by the Company to be as set forth in Section 7.14(b) of the Company Disclosure Letter); and provided, further, that if the cost of such insurance coverage exceeds such amount, Parent or the Company shall obtain a policy with the greatest amount of D&O Insurance available for a cost not exceeding such amountother party. 13 17 SECTION 5.7.

Indemnification; Directors’ and Officers’ Insurance. (a) From For a period of six years from and after the Effective Time, Parent and the Surviving Company SYBT shall indemnify and hold harmless harmless, to the fullest extent as such individuals would be indemnified as of the date of this Agreement under permitted by applicable Law, the Company’s Organizational Documents and any indemnification agreements in effect as of the date of this Agreementlaw, each present and former (determined as of the Effective Time) director and officer of CBI and the Company or any of its CBI Subsidiaries or any Person who prior to or at the Effective Time served at the request of the Company or any of its Subsidiaries as a director or officer of another Person in which the Company or any of its Subsidiaries has an equity investment, (in each case, when acting in such capacity capacity) (collectively, the “CBI Indemnified Parties”), ) against any costs or expenses (including reasonable attorneys’ fees, costs and expenses), judgments, inquiries, fines, losses, claims, damages or liabilities incurred in connection withwith any threatened or actual claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, whether arising before or after the Effective Time, arising in whole or in part out of, or pertaining to, the fact that the person is or was a director or officer of CBI or otherwise related any of the CBI Subsidiaries or is or was serving at the request of CBI or any of the CBI Subsidiaries as a director or officer of another person and pertaining to any Proceedingmatters, in connection with, arising out of acts or otherwise related to matters omissions existing or occurring at or prior to the Effective Time, whether asserted including matters, acts or claimed prior to, at or after the Effective Time, including omissions occurring in connection with (i) the approval of this Agreement or the Transactions, and (ii) actions to enforce this provision or any other indemnification or advancement right of any Indemnified Party, and Parent and the Surviving Company transactions contemplated by this Agreement; and SYBT shall also advance expenses as incurred by such CBI Indemnified Party to the fullest extent permitted by applicable law; provided that such individual would have been entitled to under applicable Law, the Company’s Organizational Documents and any indemnification agreements in effect as of the date of this Agreement; provided, that any Person CBI Indemnified Party to whom expenses are advanced provides an undertaking to repay such advances if it is ultimately finally determined by final adjudication in a non-appealable proceeding that such Person CBI Indemnified Party is not entitled to indemnification. SYBT shall reasonably cooperate with the CBI Indemnified Party, and CBI Indemnified Party shall reasonably cooperate with SYBT, in the defense of any claim, action, suit, proceeding or investigation contemplated by this Section 5.9(a). (b) Prior to the Effective Time, the Company shall purchase (and pay in full the aggregate premium for) “tail” insurance policies (“Tail Policies”) for the extension of (i) the directors’ and officers’ liability coverage of the Company’s existing directors’ and officers’ insurance policies, and (ii) the Company’s existing fiduciary liability insurance policies, in each case for a claims reporting or discovery period of six years from and after the Effective Time (the “Tail Period”) from one or more insurance carriers with the same or better credit rating as the Company’s insurance carrier as of the date of this Agreement with respect to directors ‘and officers’ liability insurance and fiduciary liability insurance (collectively, “D&O Insurance”) with terms, conditions, retentions and limits of liability that are no less favorable in the aggregate to the insureds as the Company’s existing policies with respect to matters existing or occurring SYBT will obtain at or prior to the Effective Time (including in connection with this Agreement or the Transactions). If the Company fails to obtain such a six-year “tail” insurance policies as of the Effective Time, Parent shall continue to maintain in effect for the policy (a “Tail Period the D&O Insurance in place as of the date of this Agreement with terms, conditions, retentions and limits of liability that are no less favorable in the aggregate to the insureds as provided in the CompanyPolicy”) under CBI’s existing policies as of directors’ and officers’ liability insurance (“D&O Insurance”) providing coverage with respect to claims against the present and former officers and directors of CBI or any of the date of CBI Subsidiaries arising from facts or events which occurred at or before the Effective Time (including the transactions contemplated by this Agreement, or Parent shall purchase comparable D&O Insurance for ) if and to the extent that the Tail Period with termsPolicy may be obtained for an amount that, conditions, retentions and limits of liability that are no less favorable in the aggregate as provided aggregate, does not exceed an amount in the Company’s existing policies as excess of the date of this Agreement; provided, that in no event shall the aggregate cost the Tail Policies and the D&O Insurance exceed during the Tail Period 300% of the current aggregate annual premium paid as of the date hereof by CBI for D&O Insurance (the Company for such purpose “Premium Cap”) (and if the premiums for the 2023 fiscal year (which fiscal year 2023 premiums are hereby represented and warranted by Tail Policy would at any time exceed the Company Premium Cap, then SYBT shall cause to be maintained policies of insurance which, in SYBT’s good faith determination, provide the maximum coverage available at an annual premium equal to the Premium Cap). SYBT shall maintain the Tail Policy in full force and effect and continue to honor its obligations thereunder. (c) The obligations of SYBT and CBI under this Section 5.9 shall not be terminated or modified after the Effective Time in a manner so as to adversely affect any CBI Indemnified Party or any other person entitled to the benefit of this Section 5.9 without the prior written consent of the affected CBI Indemnified Party or affected person. (d) The provisions of this Section 5.9 shall survive the Effective Time and are intended to be for the benefit of, and shall be enforceable by, each CBI Indemnified Party and his or her heirs and representatives. If SYBT or any of its successors or assigns consolidates with or merges into any other entity and is not the continuing or surviving entity of the consolidation or merger, transfers all or substantially all of its capital stock, assets or deposits to any other entity or engages in any similar transaction, then in each case to the extent the obligations set forth in this Section 7.14(b) 5.9 are not otherwise transferred and assumed by the successors and assigns by operation of law or otherwise, SYBT will cause proper provision to be made so that the Company Disclosure Letter); successors and provided, further, that if assigns of SYBT expressly assume the cost of such insurance coverage exceeds such amount, Parent or the Company shall obtain a policy with the greatest amount of D&O Insurance available for a cost not exceeding such amountobligations set forth in this Section 5.9.

Indemnification; Directors’ and Officers’ Insurance. (a) From and after the Effective Time, Parent and the Surviving Company Merger Sub shall indemnify and hold harmless harmless, as required pursuant to the fullest extent as such individuals would be indemnified as indemnity agreements of the date of this Agreement under applicable Law, the Company’s Organizational Documents and any indemnification agreements in effect as of the date of this Agreement, each present and former (determined as of the Effective Time) director and officer of the Company or any of its Subsidiaries or any Person who prior to or at the Effective Time served at the request of the Company or any of its Subsidiaries as a director or officer of another Person in which the Company or any of its Subsidiaries has an equity investment, in each case, when acting in such capacity (the “Indemnified PartiesCompany Indemnity Agreements”), against any costs or expenses ) (including reasonable attorneys’ fees, costs and expenses), judgments, inquiries, fines, losses, claims, damages or liabilities incurred in connection with, arising out of or otherwise related to any Proceeding, in connection with, arising out of or otherwise related to matters existing or occurring at or prior to provided the Effective Time, whether asserted or claimed prior to, at or after the Effective Time, including in connection with (i) this Agreement or the Transactions, and (ii) actions to enforce this provision or any other indemnification or advancement right of any Indemnified Party, and Parent and the Surviving Company shall also advance expenses as incurred to the fullest extent that such individual would have been entitled to under applicable Law, the Company’s Organizational Documents and any indemnification agreements in effect as of the date of this Agreement; provided, that any Person to whom expenses are advanced provides an undertaking to repay such advances if it is ultimately determined by final adjudication that such Person is not entitled to indemnification. ), each present and former director, officer and employee of Company and its Subsidiaries (b) Prior to the Effective Timecollectively, the Company shall purchase (and pay in full the aggregate premium for) “tail” insurance policies (“Tail PoliciesIndemnified Parties”) for the extension of against any reasonable costs or reasonable expenses (i) the directorsincluding attorneys’ fees and officers’ liability coverage of the Company’s existing directors’ and officers’ insurance policiesexpenses), and (ii) the Company’s existing fiduciary liability insurance policiesjudgments, in each case for a claims reporting fines, losses, claims, settlements, damages or discovery period of six years from and after the Effective Time (the “Tail Period”) from one or more insurance carriers with the same or better credit rating as the Company’s insurance carrier as of the date of this Agreement with respect to directors ‘and officers’ liability insurance and fiduciary liability insurance liabilities (collectively, “D&O InsuranceCosts”) incurred in connection with termsany claim, conditionsaction, retentions and limits suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of liability that are no less favorable in the aggregate to the insureds as the Company’s existing policies with respect or pertaining to matters existing or occurring at or prior to the Effective Time (Time, including in connection with this Agreement the Merger and the other transactions contemplated hereby. No initial finding by Company, Parent, Surviving Corporation, their respective counsel, independent counsel, arbitrators or the Transactionsstockholders of Company, Parent or Surviving Corporation shall be effective to deprive the Indemnified Parties of the protection of this indemnity, nor shall a court or other forum to which an Indemnified Party may apply for enforcement of this indemnity give any weight to any such adverse finding in deciding any issue before it. Upon making a request for indemnification, an Indemnified Party shall be presumed to be entitled to indemnification under this Section 5.9 and a challenging party shall have the burden of proof to overcome that presumption in reaching any contrary determination. The termination of any claim, action, suit, proceeding or investigation by judgment, order, settlement, arbitration award or conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, (i) adversely affect the rights of the Indemnified Party to indemnification except as indemnification may be expressly prohibited under this Section 5.9, (ii) create a presumption that the Indemnified Party did not act in good faith and in a manner which was reasonably believed to be in or not opposed to the best interests of Company and its stockholders or (iii) with respect to any criminal action or proceeding, create a presumption that the Indemnified Party had reasonable cause to believe that his conduct was unlawful. (b) Any Indemnified Party wishing to claim indemnification under paragraph (a) of this Section 5.9, upon receiving written notification of any such claim, action, suit, proceeding or investigation, shall promptly notify Merger Sub in writing thereof, but the failure to so notify shall not relieve Parent of any liability it may have to such Indemnified Party except if, and only to the extent that, such failure materially prejudices Merger Sub. In the event of any such claim, action, suit, proceeding or investigation (whether arising before or after the Effective Time). If , (i) Merger Sub shall pay the fees and expenses of counsel selected by the Indemnified Party, promptly after statements therefor are received, and otherwise advance to such Indemnified Party upon request reimbursement of documented expenses reasonably incurred, (ii) Merger Sub will cooperate in the defense of any such matter, and (iii) any determination required to be made with respect to whether an Indemnified Party’s conduct complies with the standards set forth under the DGCL shall be made by independent counsel mutually acceptable to Merger Sub and the Indemnified Party; provided, however, that (A) Merger Sub shall be obligated pursuant to this Section 5.9(b) to pay for only one firm of counsel for all Indemnified Parties in any jurisdiction, except to the extent 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 such Indemnified Party and any other Indemnified Party or Indemnified Parties, in which case each Indemnified Party with a conflicting position on a significant issue shall be entitled to retain separate counsel mutually satisfactory to Parent and such Indemnified Party, (B) the Indemnified Parties shall cooperate in the defense of any such matter and (C) Parent shall not be liable for any settlement effected without its prior written consent (which consent may not be unreasonably withheld or delayed). (c) Company fails shall maintain its existing officers and directors’ liability insurance (“D&O Insurance”) coverage for Company’s directors and officers for a period of six (6) years after the Effective Time or cause to obtain such be obtained prior to the Effective Time “tail” insurance policies as with a claims period of at least six (6) years from the Effective Time, Parent shall continue to maintain so long as the annual premium therefor is not in effect for the Tail Period the D&O Insurance in place as excess of 300% (three hundred percent) of the last annual premium paid prior to the date hereof (which last annual premium Company represents and warrants to be $388,000 (three hundred eighty eight thousand) in the aggregate). (d) The certificate of this Agreement with terms, conditions, retentions incorporation and limits by-laws of the Surviving Corporation shall include provisions for exculpation of director and officer liability that are and indemnification no less favorable in the aggregate to the insureds as provided in the Company’s existing policies as of the date of this Agreement, or Parent shall purchase comparable D&O Insurance for the Tail Period with terms, conditions, retentions and limits of liability that are no less favorable in the aggregate as provided in the Company’s existing policies as of the date of this Agreement; provided, that in no event shall the aggregate cost the Tail Policies and the D&O Insurance exceed during the Tail Period 300% of the current aggregate annual premium paid by the Company for such purpose for the 2023 fiscal year (which fiscal year 2023 premiums are hereby represented and warranted by the Company to be than as set forth in Section 7.14(bCompany’s certificate of incorporation and by-laws in effect on the date hereof for six (6) of years after the Company Disclosure Letter); and provided, further, that if the cost of such insurance coverage exceeds such amount, Effective Time. (e) If Parent or the Surviving Corporation or any of its successors or assigns shall (i) consolidate with or merge into any other Person and shall not be the continuing or surviving corporation or entity of such consolidation or merger or (ii) 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 Corporation, as the case may be, shall assume all of the obligations of Parent and the Surviving Corporation set forth in this Section 5.9. (f) The rights of each Indemnified Party under this Section 5.9 shall be in addition to any right such Person might have under the certificate of incorporation or by-laws of Company or any of its Subsidiaries, or under applicable Law (including the DGCL) or under any agreement of any Indemnified Party with Company or any of its Subsidiaries. The provisions of this Section 5.9 are intended to be for the benefit of, and shall obtain a policy with be enforceable by, each of the greatest amount of D&O Insurance available for a cost not exceeding such amountIndemnified Parties, their respective heirs and representatives.

Indemnification; Directors’ and Officers’ Insurance. (a) From and after the Effective TimeTime for a period of six (6) years, Parent and the EFH Surviving Company shall agrees that it will indemnify and hold harmless harmless, to the fullest extent permitted under applicable Law (and the EFH Surviving Company shall also advance expenses as such individuals would be indemnified as of incurred to the date of this Agreement fullest extent permitted under applicable Law, provided that, the Company’s Organizational Documents and any indemnification agreements in effect as of the date of this AgreementPerson to whom expenses are advanced provides an undertaking to repay such advances if it is ultimately determined that such Person is not entitled to indemnification), each present and former (determined as director, manager and officer of the Effective TimeCompany and each of its Subsidiaries (together, the “Indemnified Parties”) against any costs or expenses (including reasonable and necessary attorneys’ fees and experts’ fees), and sums which an Indemnified Party becomes legally obligated to pay solely as a result of judgments, fines, losses, claims, damages, settlements or liabilities (collectively, “Costs”) arising out of 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 manager, director and or officer of the Company or any of its Subsidiaries or any Person who prior to or at the Effective Time served other services performed by such persons at the request of the Company or any of its Subsidiaries as a director or officer of another Person in which the Company or any of its Subsidiaries has an equity investment, in each case, when acting in such capacity (the “Indemnified Parties”), against any costs or expenses (including reasonable attorneys’ fees, costs and expenses), judgments, inquiries, fines, losses, claims, damages or liabilities incurred in connection with, arising out of or otherwise related to any Proceeding, in connection with, arising out of or otherwise related to matters existing or occurring at or prior to the Effective Time, whether asserted or claimed prior to, at or after the Effective Time, including in connection with (i) this Agreement or the Transactions, and (ii) actions to enforce this provision or any other indemnification or advancement right of any Indemnified Party, and Parent and the Surviving Company shall also advance expenses as incurred to the fullest extent that such individual would have been entitled to under applicable Law, the Company’s Organizational Documents and any indemnification agreements in effect as of the date of transactions contemplated by this Agreement; provided, however, that the EFH Surviving Company shall not indemnify any Indemnified Party for any Costs brought about or contributed to in fact by fraudulent act by such Indemnified Party; and provided, further, that the EFH Surviving Company shall not be obligated to reimburse any Indemnified Party for any Costs unless and until such Indemnified Party has exhausted the limits of recovery from any other Person obligated to indemnify and reimburse such Indemnified Party (unless the Company has agreed otherwise in writing prior to the date hereof with any such other Person, in which case this proviso shall be limited with respect to such other Person to whom expenses are advanced provides an undertaking to repay the extent of such advances if it is ultimately determined by final adjudication that such Person is not entitled to indemnificationagreement). (b) Prior to the Effective Time, the Company shall purchase (obtain, effective as of the Effective Time, and fully pay in full the aggregate premium for) “tail” insurance policies (“Tail Policies”) for the extension a run-off of (i) the directors’ and officers’ liability coverage of the Company’s and its Subsidiaries’ existing directors’, managers’ and officers’ insurance policiespolicies as of the date hereof, and (ii) the Company’s existing fiduciary liability insurance policiespolicies as of the date hereof, in each case for a claims reporting or discovery period of at least six (6) years from and after the Effective Time with respect to any claim based on alleged acts or omissions occurring during any period of time at or prior to the Effective Time (it being understood that, with respect to any claim arising from actual or alleged acts or omissions of such Persons in their capacity as a current or former director or officer or other Representative of any of TCEH Companies or the “Tail Period”SpinCo Group (each as defined in the Separation Agreement), such period shall be limited to the period on or prior to the TCEH Effective Date) from one or more an insurance carriers 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 ‘directors’ and officers’ liability insurance and fiduciary liability insurance (collectively, “D&O Insurance”) with terms, conditions, retentions and limits of liability that are no less favorable in advantageous than the aggregate to the insureds as coverage provided under the Company’s existing policies with respect to matters existing any actual or occurring alleged error, misstatement, misleading statement, act, omission, neglect, breach of duty or any matter claimed against a current or former director or officer or other Representative 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 and the transactions or the Transactionsactions contemplated by this Agreement). If the Company fails Company, after its good faith efforts to obtain, is unable to obtain such “tail” run-off insurance policies as of the Effective Time, the EFH Surviving Company shall, and Parent shall cause the EFH Surviving Company to, continue to maintain in effect for a period of at least six (6) years from and after the Tail Period Effective Time the D&O Insurance in place as of the date of this Agreement hereof with terms, conditions, retentions and limits of liability that are no less advantageous than the coverage provided under the Company’s existing policies as of the date hereof, or the EFH Surviving Company shall, and Parent shall cause the EFH Surviving Company 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 in the aggregate to the insureds as provided in the Company’s existing policies as of the date of this Agreement, or Parent shall purchase comparable D&O Insurance for the Tail Period with terms, conditions, retentions and limits of liability that are no less favorable in the aggregate as provided in the Company’s existing policies as of the date of this Agreementhereof; provided, however, that in no event shall Parent or the aggregate cost the Tail Policies and the D&O Insurance exceed during the Tail Period 300EFH Surviving Company be required to expend for such policies pursuant to this sentence an annual premium amount in excess of 200% of the current aggregate annual premium premiums currently paid by the Company for such purpose for the 2023 fiscal year (which fiscal year 2023 premiums are hereby represented and warranted by the Company to be as set forth in Section 7.14(b) of the Company Disclosure Letter)insurance; and provided, further, that if the cost annual premiums of such insurance coverage exceeds exceed such amount, Parent or the EFH Surviving Company shall obtain a policy with the greatest amount of D&O Insurance coverage available for a cost not exceeding such amount. (c) If the EFH Surviving Company or any of its successors or assigns shall (i) consolidate with or merge into any other corporation or entity and shall not be the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfer all or substantially all of its properties and assets to any individual, corporation or other entity, then, and in each such case, proper provisions shall be made so that the successors and assigns of the EFH Surviving Company shall assume all of the obligations set forth in this Section 6.8. (d) The provisions of this Section 6.8 are intended to be for the benefit of, and shall be enforceable by, each of the Indemnified Parties. (e) The rights of the Indemnified Parties under this Section 6.8 shall be in addition to any rights such Indemnified Parties may have under the certificate of incorporation or formation or bylaws, operating agreement or comparable governing documents of the Company or any of its Subsidiaries, or under any applicable Contracts or Laws. All rights to indemnification and exculpation from liabilities for acts or omissions occurring at or prior to the Effective Time and rights to advancement of expenses relating thereto now existing in favor of any Indemnified Party as provided in the certificate of formation, bylaws, operating agreement or comparable governing documents of the Company or any of its Subsidiaries or any indemnification agreement between such Indemnified Party and the Company or any of its Subsidiaries shall be continued or be assumed by the EFH Surviving Company following the EFH 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 for a period of six (6) years after the Effective Time.

Indemnification; Directors’ and Officers’ Insurance. (a) From and after the Effective Time, Parent and the Surviving Company FFI shall indemnify and hold harmless harmless, to the fullest extent as such individuals would be indemnified as of the date of this Agreement permitted under applicable Law, law (and shall also advance expenses as incurred to the Company’s Organizational Documents fullest extent permitted under applicable law and any indemnification agreements in effect as of the date of this AgreementPBB Articles and PBB Bylaws), each present and former (determined as of the Effective Time) director and officer of the Company or any of its Subsidiaries or any Person who prior to or at the Effective Time served at the request of the Company or any of its Subsidiaries as a director or officer of another Person in which the Company or any of its Subsidiaries has an equity investment, PBB and Premier Business Bank (in each case, when acting in such capacity capacity), determined as of the Effective Time (collectively, the “Indemnified Parties”), ) against any costs or expenses (including reasonable attorneys’ fees, costs and expenses), judgments, inquiries, fines, losses, claims, damages or liabilities incurred in connection withwith any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of or otherwise related to any Proceeding, in connection with, arising out of or otherwise related to matters existing or occurring at or prior to the Effective Time, whether asserted or claimed prior to, at or after including the Effective Time, including in connection with (i) this Agreement or the Transactions, and (ii) actions to enforce this provision or any other indemnification or advancement right of any Indemnified Party, and Parent and the Surviving Company shall also advance expenses as incurred to the fullest extent that such individual would have been entitled to under applicable Law, the Company’s Organizational Documents and any indemnification agreements in effect as of the date of transactions contemplated by this Agreement; provided, provided that any Person the Indemnified Party to whom expenses are advanced provides an undertaking to repay such advances if it is ultimately determined by final adjudication that such Person Indemnified Party is not entitled to indemnificationindemnification by FFI. (b) Any Indemnified Party wishing to claim indemnification under Section 6.14(a), upon learning of any claim, action, suit, proceeding or investigation described above, will promptly notify FFI; provided that failure to so notify will not affect the obligations of FFI under Section 6.14(a) unless and to the extent that FFI is actually and materially prejudiced as a consequence. (c) Prior to the Effective Time, PBB shall, or if PBB is unable to, FFI as of the Company shall purchase (Effective Time shall, obtain and fully pay in full the aggregate premium for) for “tail” insurance policies (“Tail Policies”) providing only for the extension of (iSide A coverage for Indemnified Parties where the existing policies also include Side B coverage for PBB) 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 with a claims reporting or discovery period of at least six (6) years from and after the Effective Time (the “Tail Period”) from one or more insurance carriers with the same or better credit rating as the Company’s insurance carrier as of the date of this Agreement with respect to directors ‘directors’ and officers’ liability insurance and fiduciary liability insurance (collectively, “D&O Insurance”) with terms, conditions, retentions benefits and limits levels of liability that are no less coverage at least as favorable in the aggregate to the insureds Indemnified Parties as the CompanyPBB’s existing policies with respect to matters existing or occurring at or prior to the Effective Time (including in connection with this Agreement or the Transactionstransactions or actions contemplated hereby); provided, however, that in no event shall PBB or FFI be required to expend for “tail” insurance policies a premium amount in excess of 250% of the annual premiums on PBB’s existing policies as of the date of this Agreement (the “Maximum Amount”). If the Company fails parties for any reason fail to obtain such “tail” insurance policies as of the Effective Time, Parent shall continue to maintain in effect for the Tail Period the D&O Insurance in place as of the date of this Agreement with terms, conditions, retentions and limits of liability that are no less favorable in the aggregate to the insureds as provided in the Company’s existing policies as of the date of this Agreement, or Parent FFI shall purchase comparable D&O Insurance for such six-year period with benefits and levels of coverage at least as favorable to the Tail Period with terms, conditions, retentions and limits of liability that are no less favorable in the aggregate Indemnified Parties as provided in the CompanyPBB’s existing policies as of the date of this Agreement; provided, however, that in no event shall the aggregate cost parties be required to expend for such policies total premium amounts for the Tail Policies and the D&O Insurance exceed during the Tail Period 300% six year period in excess of the current aggregate annual premium paid by the Company for such purpose for the 2023 fiscal year (which fiscal year 2023 premiums are hereby represented and warranted by the Company to be as set forth in Section 7.14(b) of the Company Disclosure Letter)Maximum Amount; and and, provided, further, that if the cost total premiums of such insurance coverage exceeds such amountexceed the Maximum Amount, Parent FFI or the Company PBB shall obtain a policy for a period of six years with the greatest amount of D&O Insurance coverage available for a cost not exceeding such amount. (d) The provisions of this Section 6.14 are intended to be for the benefit of, and shall be enforceable by, each Indemnified Party as if he or she was a party to this Agreement.

Indemnification; Directors’ and Officers’ Insurance. (a) From and after the Effective Time, Parent and the Surviving Company Central Valley Community Bank shall indemnify and hold harmless harmless, to the fullest extent as such individuals would be indemnified as of the date of this Agreement permitted under applicable Law, law (and shall also advance expenses as incurred to the Company’s Organizational Documents fullest extent permitted under applicable law and any indemnification agreements in effect as of the date of this AgreementSVBank Articles and the SVBank Bylaws), each present and former (determined as of the Effective Time) director and officer of the Company or any of its Subsidiaries or any Person who prior to or at the Effective Time served at the request of the Company or any of its Subsidiaries as a director or officer of another Person in which the Company or any of its Subsidiaries has an equity investment, SVBank (in each case, when acting in such capacity capacity), determined as of the Effective Time (collectively, the “Indemnified Parties”), ) against any costs or expenses (including reasonable attorneys’ fees, costs and expenses), judgments, inquiries, fines, losses, claims, damages or liabilities incurred in connection withwith any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of or otherwise related to any Proceeding, in connection with, arising out of or otherwise related to matters existing or occurring at or prior to the Effective Time, whether asserted or claimed prior to, at or after including the Effective Time, including in connection with (i) this Agreement or the Transactions, and (ii) actions to enforce this provision or any other indemnification or advancement right of any Indemnified Party, and Parent and the Surviving Company shall also advance expenses as incurred to the fullest extent that such individual would have been entitled to under applicable Law, the Company’s Organizational Documents and any indemnification agreements in effect as of the date of transactions contemplated by this Agreement; provided, provided that any Person the Indemnified Party to whom expenses are advanced provides an undertaking to repay such advances if it is ultimately determined by final adjudication that such Person Indemnified Party is not entitled to indemnificationindemnification by Central Valley Community Bank. (b) Prior Any Indemnified Party wishing to claim indemnification under Section 5.16(a), upon learning of any claim, action, suit, proceeding or investigation described above, will promptly notify CVCY and Central Valley Community Bank; provided that failure to so notify will not affect the obligations of Central Valley Community Bank under Section 5.16(a) unless and to the extent that Central Valley Community Bank is actually and materially prejudiced as a consequence. (c) The rights of each Indemnified Party under this Section 5.16 shall be in addition to any rights such individual may have under the SVBank Articles and the SVBank Bylaws or any other applicable laws or under any agreement of any Indemnified Party with SVBank. If Central Valley Community Bank or any of its successors or assigns consolidates with or merges into any other entity and is not the continuing or surviving entity of such consolidation or merger or transfers all or substantially all of its assets to any other entity, then and in each case, Central Valley Community Bank will cause proper provision to be made so that the successors and assigns of Central Valley Community Bank will assume the obligations of Central Valley Community Bank set forth in this Section 5.16. 50 (d) CVCY shall (and SVBank shall cooperate prior to the Effective Time, Time in these efforts) maintain in effect for a period of six (6) years after the Company shall purchase (and pay in full the aggregate premium for) “tail” insurance policies (“Tail Policies”) for the extension of (i) the directors’ and officers’ liability coverage of the CompanyEffective Time SVBank’s existing directors’ and officers’ liability insurance policies, policy (provided that CVCY may substitute therefor (i) policies of at least the same coverage and amounts containing terms and conditions which are substantially no less advantageous or (ii) with the Company’s existing fiduciary liability insurance policiesconsent of SVBank given prior to the Effective Time, in each case for a any other policy) with respect to claims reporting arising from facts or discovery period of six years from and after events which occurred prior to the Effective Time and covering persons who are currently covered by such insurance; provided that CVCY shall not be obligated to make aggregate annual premium payments for such six (6)-year period in respect of such policy (or coverage replacing such policy) which exceed, for the “Tail Period”) from one or more insurance carriers with portion related to SVBank’s directors and officers, 250% of the same or better credit rating as the Companyannual premium payments on SVBank’s insurance carrier current policy in effect as of the date of this Agreement with respect (the “Maximum Amount”). If the amount of the premiums necessary to directors ‘maintain or procure such insurance coverage exceeds the Maximum Amount, CVCY shall maintain the most advantageous policies of directors’ and officers’ liability insurance and fiduciary liability insurance obtainable for a premium equal to the Maximum Amount. In lieu of the foregoing, CVCY, or SVBank with the prior written consent of CVCY (collectively, “D&O Insurance”not to be unreasonably withheld) with terms, conditions, retentions and limits of liability that are no less favorable (in the case of the SVBank, with an aggregate cost not to the insureds as the Company’s existing policies with respect to matters existing or occurring at exceed $100,000), may obtain on or prior to the Effective Time Time, a six (including in connection with this Agreement or the Transactions). If the Company fails to obtain such 6)-year “tail” insurance policies as prepaid policy providing equivalent coverage to that described in this Section 5.16(d). (e) The provisions of the Effective Time, Parent shall continue this Section 5.16 are intended to maintain in effect be for the Tail Period the D&O Insurance in place benefit of, and shall be enforceable by, each Indemnified Party as of the date of this Agreement with terms, conditions, retentions and limits of liability that are no less favorable in the aggregate if he or she was a party to the insureds as provided in the Company’s existing policies as of the date of this Agreement, or Parent shall purchase comparable D&O Insurance for the Tail Period with terms, conditions, retentions and limits of liability that are no less favorable in the aggregate as provided in the Company’s existing policies as of the date of this Agreement; provided, that in no event shall the aggregate cost the Tail Policies and the D&O Insurance exceed during the Tail Period 300% of the current aggregate annual premium paid by the Company for such purpose for the 2023 fiscal year (which fiscal year 2023 premiums are hereby represented and warranted by the Company to be as set forth in Section 7.14(b) of the Company Disclosure Letter); and provided, further, that if the cost of such insurance coverage exceeds such amount, Parent or the Company shall obtain a policy with the greatest amount of D&O Insurance available for a cost not exceeding such amount.

Indemnification; Directors’ and Officers’ Insurance. (a) From For a period of five (5) years from and after the Effective Time, Parent and the Surviving Company CenterState shall indemnify indemnify, defend and hold harmless to the fullest extent as such individuals would be indemnified as of the date of this Agreement under applicable Law, the Company’s Organizational Documents and any indemnification agreements in effect as of the date of this Agreement, each present and former (determined as directors, officers and employees of the Effective Time) director Gulfstream and officer of the Company or any of its Subsidiaries or any Person who prior to or at the Effective Time served at the request of the Company or any of its Subsidiaries as a director or officer of another Person in which the Company or any of its Subsidiaries has an equity investment, in each case, when acting in such capacity (the “Indemnified Parties”), ) against any all costs or expenses (including reasonable attorneys’ fees, costs and expenses), judgments, inquiries, fines, losses, claims, damages damages, settlements or liabilities as incurred in connection withwith any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative (each, a “Claim”), arising out of actions or otherwise related to any Proceeding, omissions of such Persons in connection with, arising out the course of or otherwise related to matters existing or performing their duties for Gulfstream occurring at or prior before the Effective Time (including the transactions contemplated hereby), to the Effective Timegreatest extent as such persons are indemnified or have the right to advancement of expenses pursuant to (i) the Gulfstream Charter, the Gulfstream Bylaws or the articles or certificate of incorporation or formation and bylaws (or comparable organizational documents) of Gulfstream’s Subsidiaries, each as in effect on the date of this Agreement, and (ii) the FBCA. (b) Any Indemnified Party wishing to claim indemnification under this Section 6.6 shall promptly notify CenterState upon learning of any Claim, provided that failure to so notify shall not affect the obligation of CenterState under this Section 6.6 unless, and only to the extent that, CenterState is actually and materially prejudiced in the defense of such Claim as a consequence. In the event of any such Claim (whether asserted or claimed prior to, at arising before or after the Effective Time), including (i) CenterState shall have the right to assume the defense thereof and CenterState shall not be liable to such Indemnified Parties for any legal expenses of other counsel or any other expenses subsequently incurred by such Indemnified Parties in connection with the defense thereof, (ii) the Indemnified Parties will cooperate in the defense of any such matter, (iii) CenterState shall not be liable for any settlement effected without its prior written consent and (iv) CenterState 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 in the manner contemplated hereby is prohibited by applicable laws and regulations. (c) For a period of five (5) years following the Effective Time, CenterState will use its commercially reasonable efforts to provide director’s and officer’s liability insurance (“D&O Insurance”) that serves to reimburse the present and former officers and directors of Gulfstream or its Subsidiaries (determined as of the Effective Time) with respect to claims against such directors and officers arising from facts or events occurring before the Effective Time (including the transactions contemplated hereby), which insurance will contain at least the same coverage and amounts, and contain terms and conditions no less advantageous to the Indemnified Party, as the coverage currently provided by Gulfstream; provided, however, that (i) if CenterState is unable to maintain or obtain the insurance called for by this Agreement Section 6.6(c), then CenterState will provide as much comparable insurance as is reasonably available, (ii) officers and directors of Gulfstream or its Subsidiaries may be required to make application and provide customary representations and warranties to the Transactionscarrier of the D&O Insurance for the purpose of obtaining such insurance, and (iiiii) actions in satisfaction of its obligations under this Section 6.6(c), CenterState may require Gulfstream to enforce this provision purchase, prior to but effective as of the Effective Time, tail insurance providing such coverage prior to Closing. Whether or any other indemnification not CenterState or advancement right Gulfstream shall procure such coverage, in no event shall Gulfstream expend, or CenterState be required to expend, for such tail insurance a premium amount in excess of any Indemnified Party, and Parent and an amount equal to 200% of the Surviving Company shall also advance expenses as incurred to the fullest extent that such individual would have been entitled to under applicable Law, the Company’s Organizational Documents and any indemnification agreements annual premiums paid by Gulfstream for D&O Insurance in effect as of the date of this Agreement; provided, that any Person to whom expenses are advanced provides an undertaking to repay such advances if it is ultimately determined by final adjudication that such Person is not entitled to indemnification. (b) Prior to the Effective Time, the Company shall purchase (and pay in full the aggregate premium for) “tail” insurance policies (“Tail Policies”) for the extension of (i) the directors’ and officers’ liability coverage of the Company’s existing directors’ and officers’ insurance policies, and (ii) the Company’s existing fiduciary liability insurance policies, in each case for a claims reporting or discovery period of six years from and after the Effective Time Agreement (the “Maximum D&O Tail PeriodPremium”) from one or more insurance carriers with the same or better credit rating as the Company’s insurance carrier as of the date of this Agreement with respect to directors ‘and officers’ liability insurance and fiduciary liability insurance (collectively, “D&O Insurance”) with terms, conditions, retentions and limits of liability that are no less favorable in the aggregate to the insureds as the Company’s existing policies with respect to matters existing or occurring at or prior to the Effective Time (including in connection with this Agreement or the Transactions). If the Company fails to obtain such “tail” insurance policies as of the Effective Time, Parent shall continue to maintain in effect for the Tail Period the D&O Insurance in place as of the date of this Agreement with terms, conditions, retentions and limits of liability that are no less favorable in the aggregate to the insureds as provided in the Company’s existing policies as of the date of this Agreement, or Parent shall purchase comparable D&O Insurance for the Tail Period with terms, conditions, retentions and limits of liability that are no less favorable in the aggregate as provided in the Company’s existing policies as of the date of this Agreement; provided, that in no event shall the aggregate cost the Tail Policies and the D&O Insurance exceed during the Tail Period 300% of the current aggregate annual premium paid by the Company for such purpose for the 2023 fiscal year (which fiscal year 2023 premiums are hereby represented and warranted by the Company to be as set forth in Section 7.14(b) of the Company Disclosure Letter); and provided, further, that if the cost of such tail insurance exceeds the Maximum D&O Tail Premium, then Gulfstream or CenterState, as applicable, shall obtain tail insurance coverage exceeds such amount, Parent or the Company shall obtain a separate tail insurance policy with the greatest amount of D&O Insurance coverage available for a cost not exceeding the Maximum D&O Tail Premium. (d) If CenterState or any of its successors and assigns (i) shall consolidate with or merge into any other corporation or entity and shall not be the continuing or surviving corporation or entity of such amountconsolidation or merger or (ii) shall transfer all or substantially all of its property and assets to any individual, corporation or other entity, then, in each such case, proper provision shall be made so that the successors and assigns of CenterState and its Subsidiaries shall assume the obligations set forth in this Section 6.6.

Indemnification; Directors’ and Officers’ Insurance. (a) From and after the Effective Time, each of Parent and the Surviving Company shall Corporation agrees that it will indemnify and hold harmless harmless, to the fullest extent as such individuals would be indemnified as of the date of this Agreement permitted under applicable Law, the Company’s Organizational Documents and any indemnification agreements in effect as of the date of this Agreement, each present and former law (determined as of the Effective Time) director and officer of the Company or any of its Subsidiaries or any Person who prior to or at the Effective Time served at the request of the Company or any of its Subsidiaries as a director or officer of another Person in which the Company or any of its Subsidiaries has an equity investment, in each case, when acting in such capacity (the “Indemnified Parties”), against any costs or expenses (including reasonable attorneys’ fees, costs and expenses), judgments, inquiries, fines, losses, claims, damages or liabilities incurred in connection with, arising out of or otherwise related to any Proceeding, in connection with, arising out of or otherwise related to matters existing or occurring at or prior to the Effective Time, whether asserted or claimed prior to, at or after the Effective Time, including in connection with (i) this Agreement or the Transactions, and (ii) actions to enforce this provision or any other indemnification or advancement right of any Indemnified Party, and Parent and the Surviving Company Corporation shall also advance expenses as incurred to the fullest extent that such individual would have been entitled to permitted under applicable Lawlaw, provided that the Company’s Organizational Documents and any indemnification agreements in effect as of the date of this Agreement; provided, that any Person to whom expenses are advanced provides an undertaking to repay such advances if it is ultimately determined by final adjudication that such Person is not entitled to indemnification), each present and former director and officer of the Company and its Subsidiaries (each, an “Indemnified Person”) against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities (collectively, “Costs”) incurred in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of or related to such Indemnified Person’s 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, including in connection with this Agreement or the transactions or actions contemplated by this Agreement, whether asserted or claimed prior to, at or after the Effective Time. (b) Prior to the Effective Time, the Company shall purchase (and if the Company is unable to, Parent shall cause the Surviving Corporation as of the Effective Time to obtain and fully pay in full the aggregate premium for) “tail” insurance policies (“Tail Policies”) for the extension of (i) the Side A coverage part (directors’ and officers’ liability coverage liability) 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 years from and after the Effective Time (the “Tail Period”) from one or more an insurance carriers 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 ‘directors’ and officers’ liability insurance and fiduciary liability insurance (collectively, “D&O Insurance”) with terms, conditions, retentions and limits of liability that are no less at least as favorable in the aggregate to the insureds as the Company’s existing policies with respect to matters 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 Transactionstransactions or actions contemplated hereby). If the Company fails 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 Tail Period Effective Time the D&O Insurance in place as of the date of this Agreement hereof with terms, conditions, retentions and limits of liability that are no less at least as favorable in the aggregate to the insureds as provided in the Company’s existing policies as of the date of this Agreementhereof, or the Surviving Corporation shall, and Parent shall cause the Surviving Corporation to, purchase comparable D&O Insurance for the Tail Period such six-year period with terms, conditions, retentions and limits of liability that are no less at least as favorable in the aggregate as provided in the Company’s existing policies as of the date of this Agreementhereof; provided, however, that in no event shall Parent or the aggregate cost the Tail Policies and the D&O Insurance exceed during the Tail Period Surviving Corporation be required to expend for such policies an annual premium amount in excess of 300% of the current aggregate annual premium premiums currently paid by the Company for such purpose for the 2023 fiscal year (which fiscal year 2023 premiums are hereby represented and warranted by the Company to be as set forth in Section 7.14(b) of the Company Disclosure Letter)insurance; and provided, further, that if the cost annual premiums of such insurance coverage exceeds exceed such amount, Parent or the Company Surviving Corporation shall obtain a policy with the greatest amount of D&O Insurance coverage available for a cost not exceeding such amount. (c) If Parent or the Company or any of its successors or assigns (i) shall consolidate with or merge into any other corporation or entity and shall not be the continuing or surviving corporation or entity of such consolidation or merger or shall cease to continue to exist for any reason or (ii) shall transfer all or substantially all of its properties and assets to any individual, corporation or other entity, then, and in each such case, proper provisions shall be made so that the successors and assigns of Parent or the Company, as applicable, shall assume all of the obligations set forth in this Section 7.9. (d) The provisions of this Section 7.9 are intended to be for the benefit of, and shall be enforceable by, each Indemnified Person, his or her heirs and his or her personal representatives, shall be binding on all successors and assigns of Parent, the Company and the Surviving Corporation and shall not be amended in a manner that is adverse to the Indemnified Persons (including their successors, assigns and heirs) without the consent of the Indemnified Person (including the successors, assigns and heirs) affected thereby. (e) The rights of each Indemnified Person under this Section 7.9 shall be in addition to any rights such Indemnified Person may have under the restated certificate of incorporation or by-laws of the Company or any of its Subsidiaries, or under any applicable indemnification agreements or laws.

Indemnification; Directors’ and Officers’ Insurance. (a) From and after the Effective Time, Parent shall, and shall cause the Surviving Company shall Corporation to, indemnify and hold harmless to the fullest extent as such individuals would be indemnified as of the date of this Agreement under applicable Law, the Company’s Organizational Documents and any indemnification agreements in effect as of the date of this Agreement, each present and former (determined as of the Effective Time) director and officer of the Company or any of its Subsidiaries or any Person who prior to or at the Effective Time served at the request of the Company or any of its Subsidiaries as a director or officer of another Person in which the Company or any of its Subsidiaries has an equity investment, in each case, (when acting in such capacity capacity) determined as of the Effective Time (the “Indemnified Parties”), against any costs or expenses (including reasonable attorneys’ fees, costs and expenses), judgments, inquiries, fines, losses, claims, damages or liabilities incurred in connection withwith any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of or otherwise related to any Proceeding, in connection with, arising out of or otherwise related pertaining to matters existing or occurring at or prior to the Effective Time, whether asserted or claimed prior to, at or after the Effective Time, including in connection with to the fullest extent permitted under applicable Law (i) this Agreement or the Transactions, and (ii) actions to enforce this provision or any other indemnification or advancement right of any Indemnified Party, and Parent and the Surviving Company Corporation shall also advance expenses as incurred to the fullest extent that such individual would have been entitled to permitted under applicable Law, provided the Company’s Organizational Documents and any indemnification agreements in effect as of the date of this Agreement; provided, that any Person to whom expenses are advanced provides an undertaking to repay such advances if it is ultimately determined by final adjudication that such Person is not entitled to indemnification); provided, however, that Parent and the Surviving Corporation shall not have any obligation under this Agreement to any Indemnified Party if and when a court of competent jurisdiction shall ultimately determine, and such determination shall have become final, that the indemnification of such Indemnified Party in the manner contemplated by this Agreement is prohibited by applicable Law. (b) Any Indemnified Party wishing to claim indemnification under Section 5.9(a), upon learning of any such claim, action, suit, proceeding or investigation, shall promptly notify Parent and the Surviving Corporation thereof, but the failure to so notify shall not relieve Parent and the Surviving Corporation of any liability they may have to such Indemnified Party except to the extent such failure prejudices Parent or the Surviving Corporation. In the event of any such claim, action, suit, proceeding or investigation (whether arising before or after the Effective Time), (i) the Surviving Corporation shall have the right to assume the defense thereof and the Surviving Corporation shall not be liable to such Indemnified Parties for any legal expenses of other counsel or any other expenses subsequently incurred by such Indemnified Parties in connection with the defense thereof, except that if the Surviving Corporation elects not to assume such defense or counsel for the Indemnified Parties reasonably advises that there are issues which raise conflicts of interest between the Surviving Corporation and the Indemnified Parties, the Indemnified Parties may retain counsel satisfactory to them, and the Surviving Corporation shall pay all reasonable fees and expenses of such counsel for the Indemnified Parties promptly, (ii) the Indemnified Parties will cooperate in the defense of any such matter, and (iii) the Surviving Corporation shall not be liable for any settlement effected without its prior written consent. (c) Parent shall cause the Surviving Corporation to and the Surviving Corporation shall maintain a policy of officers’ and directors’ liability insurance for acts and omissions occurring prior to the Effective Time (“D&O Insurance”) with coverage in amount and scope at least as favorable as the Company’s existing directors’ and officers’ liability insurance coverage for a period of six years after the Effective Time; provided, however, that in lieu of such coverage, Parent may substitute a prepaid “tail” policy for such coverage, which the Company agrees to obtain prior to the Effective Time upon request of Parent. Prior to the Effective Time, the Company shall purchase (and pay assist Parent as requested in full determining the aggregate premium for) “tail” insurance policies (“Tail Policies”) for the extension of (i) the directors’ and officers’ liability coverage of the Company’s existing directors’ and officers’ insurance policies, and (ii) the Company’s existing fiduciary liability insurance policies, manner in each case for a claims reporting or discovery period of six years from and after the Effective Time (the “Tail Period”) from one or more insurance carriers which Parent will comply with the same or better credit rating as the Company’s insurance carrier as of the date obligations of this Agreement with respect to directors ‘and officers’ liability insurance and fiduciary liability insurance Section 5.9(c), but the Company shall not modify, increase, or extend its D&O Insurance for any period beyond the current policy period (collectivelyand, “D&O Insurance”) with terms, conditions, retentions and limits of liability that are no less favorable in the aggregate to the insureds as extent the Company’s existing policies with respect to matters existing or occurring at or current period would lapse prior to the Effective Time (including in connection with this Agreement or Time, one year beyond the Transactionscurrent period). If the Company fails to , obtain such any “tail” insurance policies as of the Effective Timepolicy or obtain new D&O Insurance or prepay any D&O Insurance, without Parent’s prior consent, and Parent shall continue not at any time be required to maintain in effect procure any coverage for the Tail Period the D&O Insurance in place as an annual premium of the date of this Agreement with terms, conditions, retentions and limits of liability that are no less favorable in the aggregate to the insureds as provided in the Company’s existing policies as of the date of this Agreement, or Parent shall purchase comparable D&O Insurance for the Tail Period with terms, conditions, retentions and limits of liability that are no less favorable in the aggregate as provided in the Company’s existing policies as of the date of this Agreement; provided, that in no event shall the aggregate cost the Tail Policies and the D&O Insurance exceed during the Tail Period 300200% of the current aggregate annual premium paid by the Company for its existing coverage. (d) If Parent or any of its successors or assigns (i) shall consolidate with or merge into any other corporation or entity and shall not be the continuing or surviving corporation or entity of such purpose for consolidation or merger or (ii) shall transfer all or substantially all of its properties and assets to any individual, corporation or other entity, then and in each such case, proper provisions shall be made so that the 2023 fiscal year (which fiscal year 2023 premiums are hereby represented successors and warranted by assigns of Parent shall assume all of the Company to be as obligations set forth in this Section 7.14(b5.9. (e) The provisions of this Section 5.9 are intended to be for the benefit of, and shall be enforceable by, each of the Company Disclosure Letter); Indemnified Parties, their heirs and provided, further, that if the cost of such insurance coverage exceeds such amount, Parent or the Company shall obtain a policy with the greatest amount of D&O Insurance available for a cost not exceeding such amounttheir representatives.