Common use of Indemnification; D&O Insurance Clause in Contracts

Indemnification; D&O Insurance. 12.1 If the Executive is made a party, is threatened to be made a party, or reasonably anticipates being made a party, to any actual, threatened or reasonably anticipated action, suit or proceeding, whether civil, criminal, administrative, investigative, appellate, formal or informal (a “Proceeding”) by reason of the fact that he is or was a director, officer, member, employee, agent, manager, trustee, consultant or representative of the Company or any of its Affiliates or is or was serving at the request of the Company or any of its Affiliates, or in connection with his service hereunder, as a director, officer, member, employee, agent, manager, trustee, consultant or representative of another person or entity, or if any claim, demand, request, investigation, dispute, controversy, threat, discovery request, or request for testimony or information (a “Claim”) is made, is threatened to be made, or is reasonably anticipated to be made, that arises out of or relates to the Executive’s service in any of the foregoing capacities, then the Executive shall promptly be indemnified and held harmless by the Company to the fullest extent permitted or authorized by the corporate governance documents of the Company, or if greater, by applicable law, against any and all costs, expenses, liabilities and losses (including, without limitation, attorneys' and other professional fees and charges, judgments, interest, expenses of investigation, penalties, fines, ERISA excise taxes or penalties and amounts paid or to be paid in settlement) incurred or suffered by the Executive in connection therewith or in connection with seeking to enforce his rights under this Section 12.1, and such indemnification shall continue as to the Executive even if he has ceased to be a director, officer, member, employee, agent, manager, trustee, consultant or representative of the Company or other person or entity and shall inure to the benefit of his heirs, executors and administrators. The Executive shall be entitled to prompt advancement by the Company of any and all costs and expenses (including, without limitation, attorneys’ and other professional fees and charges) incurred by him in connection with any such Proceeding or Claim, or in connection with seeking to enforce his rights under this Section 12.1, any such advancement to be made within fifteen (15) days after the Executive gives written notice to the Company, supported by reasonable documentation, requesting such advancement. Such notice shall include an undertaking by the Executive to repay the amount advanced if he is ultimately determined not to be entitled to indemnification against such costs and expenses. Nothing in this Agreement shall operate to limit or extinguish any right to indemnification, advancement of expenses, or contribution that the Executive would otherwise have (including, without limitation, by agreement or under applicable law). 12.2 Neither the failure of the Company (including its Board, independent legal counsel or stockholders) to have made a determination prior to the commencement of any Proceeding or Claim concerning payment of amounts claimed by the Executive under Section 12.1 that indemnification of the Executive is proper because he has met the applicable standard of conduct, nor a determination by the Company (including its Board, independent legal counsel or stockholders) that the Executive has not met such applicable standard of conduct, shall create a presumption that the Executive has not met the applicable standard of conduct. 12.3 A directors' and officers' liability insurance policy (or policies) shall be kept in place, during the Employment Term and for at least six (6) years thereafter, providing coverage to the Executive that is no less favorable to him in any respect (including, without limitation, with respect to scope, exclusions, amounts, and deductibles) than the coverage then being provided to any other present or former senior executive or director of the Company.

Indemnification; D&O Insurance. 12.1 If To the Executive is made a partyfullest extent permitted by applicable law, is threatened the Company shall indemnify and hold harmless ZelnickMedia and its affiliates, and each of their respective members, managers, directors, officers, employees, counsel, agents, representatives, contractors and affiliates (each such individual or entity to be made referred to hereinafter as an “Indemnified Person”), from and against any loss, claim, damage or liability, joint or several, and any action in respect thereof, whether or not involving a party, or reasonably anticipates being made a third party, to any actualwhich an Indemnified Person may be subject, threatened or reasonably anticipated actioninsofar as such loss, suit or proceeding, whether civil, criminal, administrative, investigative, appellate, formal or informal (a “Proceeding”) by reason of the fact that he is or was a director, officer, member, employee, agent, manager, trustee, consultant or representative of the Company or any of its Affiliates or is or was serving at the request of the Company or any of its Affiliates, or in connection with his service hereunder, as a director, officer, member, employee, agent, manager, trustee, consultant or representative of another person or entity, or if any claim, demanddamage, requestliability or action relates to, investigation, dispute, controversy, threat, discovery request, or request for testimony or information (a “Claim”) is made, is threatened to be made, or is reasonably anticipated to be made, that arises out of or relates to the Executive’s service in results from any of the foregoing capacities, then the Executive shall promptly be indemnified and held harmless by the Company to the fullest extent permitted Covered Event (as such term is defined below) or authorized by the corporate governance documents of the Company, or if greater, by applicable law, against any and all costs, expenses, liabilities and losses (including, without limitation, attorneys' and other professional fees and charges, judgments, interest, expenses of investigation, penalties, fines, ERISA excise taxes or penalties and amounts paid or to be paid in settlement) incurred or suffered by the Executive in connection therewith or in connection with seeking to enforce his rights under this Section 12.1alleged Covered Event, and will reimburse such indemnification shall continue as to the Executive even if he has ceased to be a director, officer, member, employee, agent, manager, trustee, consultant or representative of the Company or other person or entity and shall inure to the benefit of his heirs, executors and administrators. The Executive shall be entitled to prompt advancement by the Company of any and Indemnified Person upon request for all costs and expenses (including, without limitation, reasonable attorneys’ and other professional fees and chargesdisbursements) incurred by him such Indemnified Person in connection with investigating, defending or preparing to defend against any such loss, claim, damage, liability or action, as such expenses are incurred or paid. The term “Covered Event” shall mean (a) any action taken, or services performed, by an Indemnified Person, related to or consistent with the terms of this Agreement or the Original Agreement, or (b) any action taken, or omitted to be taken, by the Company or any of its managers, directors, officers, employees, agents or affiliates, in connection with any such Proceeding or Claim, or matter in connection with seeking which an Indemnified Person has been involved pursuant to enforce his rights under this Section 12.1, any such advancement to be made within fifteen (15) days after the Executive gives written notice to the Company, supported by reasonable documentation, requesting such advancement. Such notice shall include an undertaking by the Executive to repay the amount advanced if he is ultimately determined not to be entitled to indemnification against such costs and expenses. Nothing in this Agreement shall operate to limit or extinguish any right to indemnificationthe Original Agreement; provided, advancement of expenses, or contribution that the Executive would otherwise have (including, without limitation, by agreement or under applicable law). 12.2 Neither the failure of the Company (including its Board, independent legal counsel or stockholders) to have made a determination prior to the commencement of any Proceeding or Claim concerning payment of amounts claimed by the Executive under Section 12.1 that indemnification of the Executive is proper because he has met the applicable standard of conduct, nor a determination by the Company (including its Board, independent legal counsel or stockholders) that the Executive has not met such applicable standard of conduct, shall create a presumption that the Executive has not met the applicable standard of conduct. 12.3 A directors' and officers' liability insurance policy (or policies) shall be kept in place, during the Employment Term and for at least six (6) years thereafter, providing coverage to the Executive that is no less favorable to him in any respect (including, without limitation, term “Covered Event,” with respect to scopean Indemnified Person, exclusionsshall exclude any loss, amountsclaim, damage, liability or expense to the extent determined by the final judgment of a court of competent jurisdiction to have been caused from the gross negligence, fraud, bad faith or willful misfeasance of such Indemnified Person or any affiliate thereof. The Company shall cover the designees of ZelnickMedia under directors and deductibles) than officers’ liability insurance both during and, while potential liability exists, after the coverage then being provided to any other present or former senior executive or director term of the Companythis Agreement in amounts reasonably requested by ZelnickMedia.

Indemnification; D&O Insurance. 12.1 If To the Executive is made a partyfullest extent permitted by applicable law, is threatened the Company shall indemnify and hold harmless ZelnickMedia and its affiliates, and each of their respective members, managers, directors, officers, employees, counsel, agents, representatives, contractors and affiliates (each such individual or entity to be made referred to hereinafter as an “Indemnified Person”), from and against any loss, claim, damage or liability, joint or several, and any action in respect thereof, whether or not involving a party, or reasonably anticipates being made a third party, to any actualwhich an Indemnified Person may be subject, threatened or reasonably anticipated actioninsofar as such loss, suit or proceeding, whether civil, criminal, administrative, investigative, appellate, formal or informal (a “Proceeding”) by reason of the fact that he is or was a director, officer, member, employee, agent, manager, trustee, consultant or representative of the Company or any of its Affiliates or is or was serving at the request of the Company or any of its Affiliates, or in connection with his service hereunder, as a director, officer, member, employee, agent, manager, trustee, consultant or representative of another person or entity, or if any claim, demanddamage, requestliability or action relates to, investigation, dispute, controversy, threat, discovery request, or request for testimony or information (a “Claim”) is made, is threatened to be made, or is reasonably anticipated to be made, that arises out of or relates to the Executive’s service in results from any of the foregoing capacities, then the Executive shall promptly be indemnified and held harmless by the Company to the fullest extent permitted Covered Event (as such term is defined below) or authorized by the corporate governance documents of the Company, or if greater, by applicable law, against any and all costs, expenses, liabilities and losses (including, without limitation, attorneys' and other professional fees and charges, judgments, interest, expenses of investigation, penalties, fines, ERISA excise taxes or penalties and amounts paid or to be paid in settlement) incurred or suffered by the Executive in connection therewith or in connection with seeking to enforce his rights under this Section 12.1alleged Covered Event, and will reimburse such indemnification shall continue as to the Executive even if he has ceased to be a director, officer, member, employee, agent, manager, trustee, consultant or representative of the Company or other person or entity and shall inure to the benefit of his heirs, executors and administrators. The Executive shall be entitled to prompt advancement by the Company of any and Indemnified Person upon request for all costs and expenses (including, without limitation, reasonable attorneys’ and other professional fees and chargesdisbursements) incurred by him such Indemnified Person in connection with investigating, defending or preparing to defend against any such loss, claim, damage, liability or action, as such expenses are incurred or paid. The term “Covered Event” shall mean (a) any action taken, or services performed, by an Indemnified Person, related to or consistent with the terms of this Agreement, the 2014 Agreement, the 2011 Agreement or the Original Agreement, or (b) any action taken, or omitted to be taken, by the Company or any of its managers, directors, officers, employees, agents or affiliates, in connection with any such Proceeding matter in which an Indemnified Person has been involved pursuant to this Agreement, the 2014 Agreement, the 2011 Agreement or Claimthe Original Agreement; provided, or in connection with seeking to enforce his rights under this Section 12.1, any such advancement to be made within fifteen (15) days after the Executive gives written notice to the Company, supported by reasonable documentation, requesting such advancement. Such notice shall include an undertaking by the Executive to repay the amount advanced if he is ultimately determined not to be entitled to indemnification against such costs and expenses. Nothing in this Agreement shall operate to limit or extinguish any right to indemnification, advancement of expenses, or contribution that the Executive would otherwise have (including, without limitation, by agreement or under applicable law). 12.2 Neither the failure of the Company (including its Board, independent legal counsel or stockholders) to have made a determination prior to the commencement of any Proceeding or Claim concerning payment of amounts claimed by the Executive under Section 12.1 that indemnification of the Executive is proper because he has met the applicable standard of conduct, nor a determination by the Company (including its Board, independent legal counsel or stockholders) that the Executive has not met such applicable standard of conduct, shall create a presumption that the Executive has not met the applicable standard of conduct. 12.3 A directors' and officers' liability insurance policy (or policies) shall be kept in place, during the Employment Term and for at least six (6) years thereafter, providing coverage to the Executive that is no less favorable to him in any respect (including, without limitation, term “Covered Event,” with respect to scopean Indemnified Person, exclusionsshall exclude any loss, amountsclaim, damage, liability or expense to the extent determined by the final judgment of a court of competent jurisdiction to have been caused from the gross negligence, fraud, bad faith or willful misfeasance of such Indemnified Person or any affiliate thereof. The Company shall cover the designees of ZelnickMedia under directors and deductibles) than officers’ liability insurance both during and, while potential liability exists, after the coverage then being provided to any other present or former senior executive or director term of the Companythis Agreement in amounts reasonably requested by ZelnickMedia.

Indemnification; D&O Insurance. 12.1 If (a) From and after the Executive is made a partyEffective Time until the sixth anniversary of the Closing Date, is threatened to be made a partyeach of Parent and the Surviving Corporation shall, jointly and severally, (i) indemnify and hold harmless each present and former director and officer of the Company and each Subsidiary (collectively, the “Company Indemnified Parties”), against any and all Damages incurred or reasonably anticipates being made a party, to suffered by any actual, threatened of the Company Indemnified Parties in connection with any Liabilities or reasonably anticipated action, suit or proceedingany Proceeding, whether civil, criminal, administrative, administrative or investigative, appellatearising out of or pertaining to matters existing or occurring at or prior to the Effective Time, formal whether asserted or informal claimed prior to, at or after the Effective Time, to the fullest extent that the Company or any Subsidiary (a “Proceeding”as applicable) by reason would have been permitted under Applicable Law and under the certificate of the fact that he is incorporation and bylaws (or was a director, officer, member, employee, agent, manager, trustee, consultant or representative equivalent organizational documents) of the Company or any such Subsidiary (as applicable), in each case as in effect on the date of this Agreement (but in each case, subject to the limitations on the Surviving Corporation’s ability to indemnify its Affiliates or is or was serving at the request directors and officers under Section 145 of the DGCL), to indemnify such Company or Indemnified Parties and (ii) advance reasonable expenses (including legal counsel fees) as incurred by any of its Affiliates, or Company Indemnified Party in connection with his service hereunder, as a director, officer, member, employee, agent, manager, trustee, consultant or representative of another person or entity, or if any claim, demand, request, investigation, dispute, controversy, threat, discovery request, or request matters for testimony or information (a “Claim”) which such Company Indemnified Party is made, is threatened entitled to be made, or is reasonably anticipated indemnification from Parent pursuant to be made, that arises out of or relates to the Executive’s service in any of the foregoing capacities, then the Executive shall promptly be indemnified and held harmless by the Company this Section 6.04 to the fullest extent permitted or authorized by the corporate governance documents of the Companyunder Applicable Law or, or if greater, by applicable law, against any under the certificate of incorporation and all costs, expenses, liabilities and losses bylaws (including, without limitation, attorneys' and other professional fees and charges, judgments, interest, expenses of investigation, penalties, fines, ERISA excise taxes or penalties and amounts paid or to be paid in settlementequivalent organizational documents) incurred or suffered by the Executive in connection therewith or in connection with seeking to enforce his rights under this Section 12.1, and such indemnification shall continue as to the Executive even if he has ceased to be a director, officer, member, employee, agent, manager, trustee, consultant or representative of the Company or other person or entity and shall inure to the benefit applicable Subsidiary (as applicable), in each case, as in effect on the date of his heirsthis Agreement; provided, executors and administrators. The Executive shall be entitled to prompt advancement by however, that the Company Indemnified Party to whom expenses are advanced provides an undertaking to repay such advances if it is ultimately and finally determined by a court of any competent jurisdiction and all costs and expenses (including, without limitation, attorneys’ and other professional fees and charges) incurred by him in connection with any rights of appeal have lapsed that such Proceeding or Claim, or in connection with seeking to enforce his rights under this Section 12.1, any such advancement to be made within fifteen (15) days after the Executive gives written notice to the Company, supported by reasonable documentation, requesting such advancement. Such notice shall include an undertaking by the Executive to repay the amount advanced if he Company Indemnified Party is ultimately determined not to be entitled to indemnification against such costs under Applicable Law, the certificate of incorporation and expenses. Nothing in this Agreement shall operate to limit bylaws (or extinguish any right to indemnification, advancement of expenses, or contribution that the Executive would otherwise have (including, without limitation, by agreement or under applicable law). 12.2 Neither the failure equivalent organizational documents) of the Company or the applicable Subsidiary (including its Boardas applicable), independent legal counsel and pursuant to this Section 6.04. In connection with clause (ii) above, to the extent monies are not provided for in advance, Parent and the Surviving Corporation shall reimburse the applicable Company Indemnified Party within 30 days of receipt by the Parent or stockholdersSurviving Corporation of a written claim therefor. (b) to have made a determination At or prior to the commencement of any Proceeding or Claim concerning payment of amounts claimed by the Executive under Section 12.1 that indemnification of the Executive is proper because he has met the applicable standard of conductEffective Time, nor a determination by the Company (including its Board, independent legal counsel or stockholders) that the Executive has not met such applicable standard of conduct, shall create purchase a presumption that the Executive has not met the applicable standard of conduct. 12.3 A prepaid directors' ’ and officers' ’ liability insurance policy or policies (i.e., “tail coverage”), which policy or policies) policies shall be kept in place, during cover those persons who are currently covered by the Employment Term Company’s directors’ and officers’ liability insurance policy for at least six (6) an aggregate period of not less than 6 years thereafter, providing coverage to from the Executive that is no less favorable to him in any respect (including, without limitation, Effective Time with respect to scopeclaims arising from facts or events that occurred at or before the Effective Time, exclusionsincluding with respect to the transactions contemplated by this Agreement, amountsthe premium for which shall be treated as an Unpaid Transaction Expense. (c) The terms and provisions of this Section 6.04 are intended to be in addition to the rights otherwise available to the Company Indemnified Parties by Applicable Law, charter, bylaw or agreement, and deductibles) than shall operate for the coverage then being provided to any other present or former senior executive or director benefit of, and shall be enforceable by, the Company Indemnified Parties and their respective heirs and representatives, each of the Companywhom is an intended third party beneficiary of this Section 6.04.

Indemnification; D&O Insurance. 12.1 If To the Executive is made a partyfullest extent permitted by applicable law, is threatened the Company shall indemnify and hold harmless ZelnickMedia and its affiliates, and each of their respective members, managers, directors, officers, employees, counsel, agents, representatives, contractors and affiliates (each such individual or entity to be made referred to hereinafter as an "Indemnified Person"), from and against any loss, claim, damage or liability, joint or several, and any action in respect thereof, whether or not involving a party, or reasonably anticipates being made a third party, to any actualwhich an Indemnified Person may be subject, threatened or reasonably anticipated actioninsofar as such loss, suit or proceeding, whether civil, criminal, administrative, investigative, appellate, formal or informal (a “Proceeding”) by reason of the fact that he is or was a director, officer, member, employee, agent, manager, trustee, consultant or representative of the Company or any of its Affiliates or is or was serving at the request of the Company or any of its Affiliates, or in connection with his service hereunder, as a director, officer, member, employee, agent, manager, trustee, consultant or representative of another person or entity, or if any claim, demanddamage, requestliability or action relates to, investigation, dispute, controversy, threat, discovery request, or request for testimony or information (a “Claim”) is made, is threatened to be made, or is reasonably anticipated to be made, that arises out of or relates to the Executive’s service in results from any of the foregoing capacities, then the Executive shall promptly be indemnified and held harmless by the Company to the fullest extent permitted Covered Event (as such term is defined below) or authorized by the corporate governance documents of the Company, or if greater, by applicable law, against any and all costs, expenses, liabilities and losses (including, without limitation, attorneys' and other professional fees and charges, judgments, interest, expenses of investigation, penalties, fines, ERISA excise taxes or penalties and amounts paid or to be paid in settlement) incurred or suffered by the Executive in connection therewith or in connection with seeking to enforce his rights under this Section 12.1alleged Covered Event, and will reimburse such indemnification shall continue as to the Executive even if he has ceased to be a director, officer, member, employee, agent, manager, trustee, consultant or representative of the Company or other person or entity and shall inure to the benefit of his heirs, executors and administrators. The Executive shall be entitled to prompt advancement by the Company of any and Indemnified Person upon request for all costs and expenses (including, without limitation, reasonable attorneys’ and other professional fees and chargesdisbursements) incurred by him such Indemnified Person in connection with investigating, defending or preparing to defend against any such loss, claim, damage, liability or action, as such expenses are incurred or paid. The term "Covered Event" shall mean (a) any action taken, or services performed, by an Indemnified Person, related to or consistent with the terms of this Agreement, or (b) any action taken, or omitted to be taken, by the Company or any of its managers, directors, officers, employees, agents or affiliates, in connection with any such Proceeding or Claimmatter in which an Indemnified Person has been involved pursuant to this Agreement; provided, or in connection with seeking to enforce his rights under this Section 12.1, any such advancement to be made within fifteen (15) days after the Executive gives written notice to the Company, supported by reasonable documentation, requesting such advancement. Such notice shall include an undertaking by the Executive to repay the amount advanced if he is ultimately determined not to be entitled to indemnification against such costs and expenses. Nothing in this Agreement shall operate to limit or extinguish any right to indemnification, advancement of expenses, or contribution that the Executive would otherwise have (including, without limitation, by agreement or under applicable law). 12.2 Neither the failure of the Company (including its Board, independent legal counsel or stockholders) to have made a determination prior to the commencement of any Proceeding or Claim concerning payment of amounts claimed by the Executive under Section 12.1 that indemnification of the Executive is proper because he has met the applicable standard of conduct, nor a determination by the Company (including its Board, independent legal counsel or stockholders) that the Executive has not met such applicable standard of conduct, shall create a presumption that the Executive has not met the applicable standard of conduct. 12.3 A directors' and officers' liability insurance policy (or policies) shall be kept in place, during the Employment Term and for at least six (6) years thereafter, providing coverage to the Executive that is no less favorable to him in any respect (including, without limitation, term "Covered Event," with respect to scopean Indemnified Person, exclusionsshall exclude any loss, amountsclaim, damage, liability or expense to the extent determined by the final judgment of a court of competent jurisdiction to have been caused from the gross negligence, fraud, bad faith or willful misfeasance of such Indemnified Person or any affiliate thereof. The Company shall cover the designees of ZelnickMedia under directors and deductibles) than officers liability insurance both during and, while potential liability exists, after the coverage then being provided to any other present or former senior executive or director term of the CompanyAgreement in amounts reasonably requested by ZelnickMedia.

Indemnification; D&O Insurance. 12.1 If (a) From and after the Executive is made Effective Time, the Surviving Corporation and Republic, jointly and severally, shall indemnify, defend and hold harmless each present and former director and officer of Allied or any of the Allied Subsidiaries and each person who served at the request of Allied or any Allied Subsidiary as a partydirector or officer of another corporation, is threatened partnership, joint venture, trust, pension or other employee benefit plan or other enterprise (the “Indemnified Parties”), against any costs or expenses (including reasonable fees and expenses of counsel), judgments, fines, penalties, losses, claims, damages or liabilities and amounts paid in settlement (collectively, “Losses”) incurred in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of or pertaining to matters existing or occurring at or prior to the Effective Time (including the transactions contemplated by this Agreement) relating to the Indemnified Party’s service with or at the request of Allied, whether asserted or claimed prior to, at or after the Effective Time to the fullest extent permitted by applicable Law; provided that such indemnification shall be made a party, or reasonably anticipates being made a party, subject to any actuallimitation imposed from time to time under applicable Laws. Expenses (including attorneys’ fees) incurred by any Indemnified Party in defending any civil, threatened criminal, administrative or reasonably anticipated investigative action, suit or proceeding shall be paid by Republic and the Surviving Corporation in advance of the final disposition of such action, suit or proceeding, whether civilsubject to receipt of an undertaking by or on behalf of such Indemnified Party to repay such amounts if it shall ultimately be determined that such Indemnified Party is not entitled under applicable Law to be indemnified under this Section 7.06(a). The indemnification rights hereunder are not exclusive and shall be in addition to any other rights such Indemnified Party may have under any Law or Contract or any organizational documents of any Person, criminal, administrative, investigative, appellate, formal under the DGCL or informal (a “Proceeding”) by reason otherwise. The certificate of incorporation of the fact Surviving Corporation and its by-laws shall contain, and the Surviving Corporation shall, and Republic shall cause it to, fulfill and honor, provisions with respect to indemnification, advancement of expenses and exculpation that he is or was a director, officer, member, employee, agent, manager, trustee, consultant or representative are at least as favorable to the Indemnified Parties as those set forth in the Allied Charter and Allied By-laws as of the Company date of this Agreement, 43 which provisions shall not be amended, repealed or otherwise modified for a period of six (6) years from the Effective Time in any manner that would adversely affect the rights thereunder of any of the Indemnified Parties. The parties agree that the provisions relating to exculpation of directors and the rights to indemnification and advancement of expenses incurred in defense of any action or suit in the Allied Charter or Allied By-Laws and the comparable organizational documents of the Allied Subsidiaries with respect to matters occurring through the Effective Time shall survive the Merger and shall continue in full force and effect for a period of six (6) years from the Effective Time; provided that all rights to indemnification and advancements in respect of any Proceeding pending or asserted or claim made within such period shall continue until the disposition of such Proceeding or resolution of such claim. (b) For a period of six (6) years after the Effective Time, Republic and the Surviving Corporation shall maintain in effect the current policies of directors’ and officers’ liability insurance maintained by Allied (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 arising from facts or events which occurred at or before the Effective Time (including the transactions contemplated by this Agreement) provided that, in satisfying its obligation under this Section 7.06(b), Republic or the Surviving Corporation, as applicable, shall not be obligated to pay annual premium payments for such insurance to the extent such premiums exceed 300% of the annual premiums paid as of the date hereof by Allied for such insurance (the “Current Premium”). In the event that, but for the proviso to the immediately preceding sentence, Republic or the Surviving Corporation, as applicable, would be required to expend more than 300% of the Current Premium, Republic or the Surviving Corporation, as applicable, shall obtain the maximum amount of insurance obtainable having the terms and scope of coverage of the relevant existing Allied policy and covering facts, events, acts and omissions occurring prior to the Effective Time by payment of annual premiums equal to 300% of the Current Premium. (c) If Republic or the Surviving Corporation or any of its Affiliates successors or is assigns (i) consolidates with or was serving at merges into any other Person and shall not be the request continuing or surviving corporation or entity of the Company such consolidation or any merger or (ii) transfers or conveys all or substantially all of its Affiliatesproperties and assets to any Person, then, and in each such case, to the extent necessary, proper provision shall be made so that the successors and assigns of Republic or in connection with his service hereunderthe Surviving Corporation, as a directorapplicable, officershall assume the obligations set forth in this Section 7.06. (d) Republic and the Surviving Corporation shall, member, employee, agent, manager, trustee, consultant or representative of another person or entity, or if any claim, demand, request, investigation, dispute, controversy, threat, discovery request, or request for testimony or information (a “Claim”) is made, is threatened to be made, or is reasonably anticipated to be made, that arises out of or relates to the Executive’s service in any of the foregoing capacities, then the Executive shall promptly be indemnified and held harmless by the Company to the fullest extent permitted or authorized by applicable Law, pay (as incurred) all expenses (including reasonable fees and expenses of counsel) that an Indemnified Party may incur in enforcing the corporate governance documents indemnity and other rights and obligations provided for in this Section 7.06. (e) The provisions of this Section 7.06 are (i) intended to be for the benefit of, and shall be enforceable by, each of the CompanyIndemnified Parties, or if greater, by applicable law, against any their heirs and all costs, expenses, liabilities their representatives and losses (including, without limitation, attorneys' and other professional fees and charges, judgments, interest, expenses of investigation, penalties, fines, ERISA excise taxes or penalties and amounts paid or to be paid ii) in settlement) incurred or suffered by the Executive in connection therewith or in connection with seeking to enforce his rights under this Section 12.1addition to, and such indemnification shall continue as to the Executive even if he has ceased to be a director, officer, member, employee, agent, manager, trustee, consultant or representative of the Company or other person or entity and shall inure to the benefit of his heirs, executors and administrators. The Executive shall be entitled to prompt advancement by the Company of any and all costs and expenses (including, without limitation, attorneys’ and other professional fees and charges) incurred by him not in connection with any such Proceeding or Claim, or in connection with seeking to enforce his rights under this Section 12.1substitution for, any such advancement to be made within fifteen (15) days after the Executive gives written notice to the Company, supported by reasonable documentation, requesting such advancement. Such notice shall include an undertaking by the Executive to repay the amount advanced if he is ultimately determined not to be entitled to indemnification against such costs and expenses. Nothing in this Agreement shall operate to limit or extinguish any right other rights to indemnification, advancement of expenses, expenses or contribution that the Executive would otherwise any such Person may have (includingby contract or otherwise. No release executed by any Indemnified Party in connection with his or her departure from Allied, without limitation, by agreement Republic or under applicable law). 12.2 Neither the failure any of the Company (including its Board, independent legal counsel Allied Subsidiaries or stockholders) Republic Subsidiaries shall be deemed to have made be a determination prior to the commencement release or waiver of any Proceeding or Claim concerning payment of amounts claimed by the Executive under Section 12.1 that indemnification of the Executive is proper because he has met indemnity or other rights provided such Indemnified Party in this Section 7.06, unless the applicable standard of conduct, nor a determination by the Company (including its Board, independent legal counsel release or stockholders) that the Executive has not met such applicable standard of conduct, shall create a presumption that the Executive has not met the applicable standard of conduct. 12.3 A directors' and officers' liability insurance policy (or policies) shall be kept in place, during the Employment Term and for at least six (6) years thereafter, providing coverage to the Executive that is no less favorable to him in any respect (including, without limitation, with respect to scope, exclusions, amounts, and deductibles) than the coverage then being provided to any other present or former senior executive or director waiver of the Companyprovisions of this Section 7.06 is expressly provided for in such release.

Indemnification; D&O Insurance. 12.1 If (a) From the Executive Effective Time through the sixth anniversary thereof, Parent shall, and shall cause the Surviving Corporation to, indemnify and hold harmless any person (an “Indemnified Party”) who is made or was a party, or is threatened to be made a party, or reasonably anticipates being made a party, to any actualthreatened, threatened pending or reasonably anticipated completed action, claim, litigation, suit or proceeding, whether civil, criminal, administrative, administrative or investigative, appellatewhether predicated on foreign, federal, state or local law and whether formal or informal (a collectively for purposes of this Section 7.06, “Proceedingaction(s)”) ), by reason of his status as, or the fact that he is or was was, a directordirector and/or an executive officer (collectively for purposes of this Section 7.06, officer, member, employee, agent, manager, trustee, consultant or representative “executive(s)”) of the Company or any of its Affiliates or Company, and/or is or was serving at the request as an executive officer or director of another corporation, partnership, joint venture, employee benefit plan, trust or other similar enterprise affiliated with the Company (any and/or all of which are referred to in this Section 7.06 as an “affiliate”), and as to acts performed in the course of such executive’s duty to the Company and/or to an affiliate, in each case against expenses, fees, costs and charges (including reasonable attorneys’ fees and disbursements) (collectively, “Losses”) incurred by or any on behalf of its Affiliates, or an executive in connection with his service hereunder, as a director, officer, member, employee, agent, manager, trustee, consultant or representative of another person or entity, or if any claim, demand, request, action (including in connection with the investigation, disputedefense, controversy, threat, discovery request, settlement or request for testimony appeal of such action) that pertains to a matter existing or information (a “Claim”) is made, is threatened to be made, occurring at or is reasonably anticipated to be made, that arises out of or relates prior to the Executive’s service in any of Effective Time, whether asserted or claimed prior to, at or after the foregoing capacitiesEffective Time, then the Executive shall promptly be indemnified and held harmless by the Company to the fullest extent permitted under applicable law. Expenses (including reasonable attorneys’ fees) incurred by any Indemnified Party in defending any civil, criminal, administrative or authorized investigative action, suit or proceeding shall be paid by Parent or the corporate governance documents Surviving Corporation in advance of the Companyfinal disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such Indemnified Party to repay such amount if greater, by applicable law, against any and all costs, expenses, liabilities and losses (including, without limitation, attorneys' and other professional fees and charges, judgments, interest, expenses of investigation, penalties, fines, ERISA excise taxes or penalties and amounts paid or it shall ultimately be determined that such Indemnified Party is not entitled to be paid in settlement) incurred or suffered by the Executive in connection therewith or in connection with seeking to enforce his rights indemnified under this Section 12.17.06(a). The indemnification rights hereunder shall be in addition to any other rights such Indemnified Party may have under the certificate of incorporation and by-laws of the Surviving Corporation or any of its Subsidiaries, under the DGCL or otherwise. The certificate of incorporation and by-laws of the Surviving Corporation shall contain, and such Parent shall cause the Surviving Corporation to fulfill and honor, provisions with respect to indemnification and exculpation that are at least as favorable to the Indemnified Parties as those set forth in the Company Charter and Company By-laws as of the date of this Agreement, which provisions shall not be amended, repealed or otherwise modified for a period of six years from the Effective Time in any manner that would adversely affect the rights thereunder of any of the Indemnified Parties. The parties agree that the provisions relating to exoneration of directors and officers and the rights to indemnification (including provisions relating to advances of expenses incurred in defense of any action or suit) in the certificate of incorporation and bylaws of Company and its Subsidiaries with respect to matters occurring through the Effective Time shall survive the Merger and shall continue as in full force and effect for a period of six years from the Effective Time; provided, that all rights to the Executive even if he has ceased to be a director, officer, member, employee, agent, manager, trustee, consultant or representative of the Company or other person or entity and shall inure to the benefit of his heirs, executors and administrators. The Executive shall be entitled to prompt advancement by the Company indemnification in respect of any and all costs and expenses action pending or asserted or claim made within such period shall continue until the disposition of such action or resolution of such claim. (includingb) Any Indemnified Party wishing to claim indemnification under Section 7.06(a) shall promptly notify Parent upon learning of any such claim, without limitationaction, attorneyssuit, proceeding or investigation, but the failure to so notify shall not relieve Parent of any liability it may have to such Indemnified Party if such failure does not materially prejudice Parent. (c) For a period of six years after the Effective Time, Parent shall cause the Surviving Corporation to maintain in effect the current policies of directors’ and other professional fees and charges) incurred by him in connection with any such Proceeding or Claim, or in connection with seeking to enforce his rights under this Section 12.1, any such advancement to be made within fifteen (15) days after the Executive gives written notice to the Company, supported by reasonable documentation, requesting such advancement. Such notice shall include an undertaking by the Executive to repay the amount advanced if he is ultimately determined not to be entitled to indemnification against such costs and expenses. Nothing in this Agreement shall operate to limit or extinguish any right to indemnification, advancement of expenses, or contribution that the Executive would otherwise have (including, without limitation, by agreement or under applicable law). 12.2 Neither the failure of the Company (including its Board, independent legal counsel or stockholders) to have made a determination prior to the commencement of any Proceeding or Claim concerning payment of amounts claimed by the Executive under Section 12.1 that indemnification of the Executive is proper because he has met the applicable standard of conduct, nor a determination officers’ liability insurance maintained by the Company (including its Boardprovided, independent legal counsel or stockholders) that the Executive has not met such applicable standard Surviving Corporation may substitute therefor policies with a substantially comparable insurer of conduct, shall create a presumption that the Executive has not met the applicable standard of conduct. 12.3 A directors' and officers' liability insurance policy (or policies) shall be kept in place, during the Employment Term and for at least six (6) years thereafter, providing the same coverage and amounts containing terms and conditions which are no less advantageous to the Executive that is no less favorable to him in any respect (including, without limitation, insured) with respect to scopeclaims arising from facts or events which occurred at or before the Effective Time; provided, exclusions, amountsthat the Surviving Corporation shall not be obligated to make annual premium payments for such insurance to the extent such premiums exceed 300% of the premiums paid as of the date hereof by the Company for such insurance (the “Current Premium”), and deductiblesif such premiums for such insurance would at any time exceed 300% of the Current Premium, then the Surviving Corporation shall cause to be maintained policies of insurance which, in the Surviving Corporation’s good faith determination, provide the maximum coverage available at an annual premium equal to 300% of the Current Premium; provided, further, that Parent may satisfy its obligations under this Section 7.06(c) than by obtaining “tail” insurance policies at the coverage then being provided Effective Time that provide substantially similar coverage. (d) If Parent, 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, then, and in each such case, to the extent necessary, proper provision shall be made so that the successors and assigns of Parent or Surviving Corporation, as the case may be, shall assume the obligations set forth in this Section 7.06. (e) The Surviving Corporation shall pay (as incurred) all expenses (including reasonable fees and expenses of counsel) that an Indemnified Party may incur in enforcing the indemnity and other present or former senior executive or director rights and obligations provided for in this Section 7.06. (f) The provisions of this Section 7.06 are (i) intended to be for the benefit of, and shall be enforceable by, each of the CompanyIndemnified Parties, their heirs and their representatives and (ii) in addition to, and not in substitution for, any other rights to indemnification or contribution that any such Person may have by contract or otherwise.

Indemnification; D&O Insurance. 12.1 If (a) From and after the Executive Effective Time, Parent shall cause the Surviving Corporation to indemnify, defend and hold harmless each person who is made a party, is threatened to be made a partynow, or reasonably anticipates being made has been at any time prior to the date hereof or who becomes prior to the Effective Time, a party, to any actual, threatened director or reasonably anticipated action, suit or proceeding, whether civil, criminal, administrative, investigative, appellate, formal or informal (a “Proceeding”) by reason of the fact that he is or was a director, officer, member, employee, agent, manager, trustee, consultant or representative officer of the Company or any of its Affiliates Subsidiaries (the “Indemnified Parties”) from and against all losses, claims, damages, costs and expenses (including attorneys’ fees and expenses), liabilities, judgments and, subject to the proviso of this sentence, settlement amounts that are paid or incurred in connection with any pending, threatened or completed claim, action, suit, formal or informal proceeding, formal or informal investigation or formal or informal inquiry (whether civil, criminal, administrative or investigative and whether asserted or claimed prior to, at or after the Effective Time) that is (i) based on, or arises out of, the fact that such Indemnified Party is or was serving at the request a director or officer of the Company or any of its AffiliatesSubsidiaries or (ii) based on, or arising out of, or pertaining hereto or the transactions contemplated hereby, in each case under clause (i) or clause (ii) above, to the fullest extent a corporation is permitted under applicable Law to indemnify its own directors or officers, as the case may be; provided, however, that after the Effective Time the Surviving Corporation may elect to provide officers of the Company and its Subsidiaries with the same indemnification as Parent provides to officers of its Subsidiaries with respect to any fact, matter, event or circumstance arising after the Effective Time relating to the matters covered by clause (i) above, such same indemnification to be provided with respect to such fact, matter, event or circumstance in lieu of the indemnification set forth in this Section 6.11; provided, further, that notwithstanding the foregoing proviso, all Indemnified Parties shall continue to be indemnified following the Effective Time under the terms set forth in this Section 6.11 with respect to the matters covered by clause (ii) above. Without limiting the foregoing, in the event that any such claim, action, suit, proceeding, investigation or inquiry is brought against any Indemnified Party (whether prior to or after the Effective Time), (A) the Surviving Corporation shall have the right to assume the defense thereof with legal counsel of Parent’s choosing and neither Parent nor the Surviving Corporation shall be liable to such Indemnified Party for any legal expenses of other counsel or any expenses subsequently incurred by such Indemnified Party in connection with his service hereunderthe defense thereof; provided, as however, that such Indemnified Party may employ counsel of its own choosing, and Parent shall cause the Surviving Corporation to pay such Indemnified Party for reasonable legal expenses of such counsel, if under applicable standards of professional conduct the counsel selected by Parent may be reasonably determined by counsel consulted by such Indemnified Party, to have a directorconflict representing the Surviving Corporation and the Indemnified Party in the conduct of the defense of an action, officerand (B) the Surviving Corporation shall not be liable for any settlement of any claim effected without its written consent (which consent shall not be unreasonably withheld, memberdelayed or conditioned). Any Indemnified Party wishing to obtain indemnification under this Section 6.11(a), employee, agent, manager, trustee, consultant or representative upon learning of another person or entity, or if any claim, demandaction, requestsuit, investigationproceeding, disputeinvestigation or inquiry, controversyshall promptly notify Parent thereof; provided, threathowever, discovery requestthe failure of any Indemnified Party to give such notice shall not waive any rights of the Indemnified Party under this Section 6.11 except to the extent that the rights of the Surviving Corporation or Parent are actually materially prejudiced thereby). In the event the Surviving Corporation does not assume the defense of an action in accordance with this Section 6.11(a), (w) the Indemnified Parties as a group seeking indemnification with respect to the same or a substantially related matter may retain only one law firm with respect to such matter except to the extent that under applicable standards of professional conduct, such counsel would have a conflict representing such Indemnified Party and any other Indemnified Party or Indemnified Parties, (x) Parent shall cause the Surviving Corporation to pay all expenses of the disposition of any such claim, action, suit, proceeding, investigation or inquiry to each Indemnified Party to the full extent permitted by applicable Law promptly after statements therefor are received and otherwise advance to such Indemnified Party upon request for testimony or information (a “Claim”) is madereimbursement of documented expenses reasonably incurred, is threatened in either case to be madethe extent not prohibited by the WBCL; provided, or is reasonably anticipated to be madehowever, that arises out the person to whom expenses are advanced provides an undertaking if required by applicable Law to repay such advance if it is ultimately determined that such person is not entitled to indemnification, (y) Parent shall cause the Surviving Corporation to pay all reasonable fees and expenses of or relates such counsel for the Indemnified Parties and all costs and expenses of the Indemnified Parties in connection with seeking and obtaining indemnification from the Surviving Corporation, from time to time, in each case within three (3) Business Days of the receipt by Parent of a statement from such counsel for the Indemnified Parties and (z) Parent shall cause the Surviving Corporation to use reasonable best efforts to assist in the defense of any such matter. In the event of any dispute as to whether an Indemnified Party’s conduct complies with the standards set forth under applicable Law and as applicable, the Company Organizational Documents and the Company Subsidiary Organizational Documents, a determination shall be made by independent counsel reasonably acceptable to the Executive’s service Surviving Corporation and the Indemnified Party. Without limiting the foregoing, to the extent that any Indemnified Party is, by reason of the fact that such Indemnified Party is or was a director or officer of the Company or any of its Subsidiaries, a witness in any of the foregoing capacitiesclaim, then the Executive action, suit, proceeding, investigation or inquiry to which such Indemnified Party is not a party, such Indemnified Party shall promptly be indemnified and held harmless by the Company to the fullest extent permitted or authorized by the corporate governance documents of the Company, or if greater, by applicable law, against any and all costs, expenses, liabilities and losses (including, without limitation, attorneys' and other professional fees and charges, judgments, interest, expenses of investigation, penalties, fines, ERISA excise taxes or penalties and amounts paid or to be paid in settlement) incurred or suffered by the Executive in connection therewith or in connection with seeking to enforce his rights under this Section 12.1, and such indemnification shall continue as to the Executive even if he has ceased to be a director, officer, member, employee, agent, manager, trustee, consultant or representative of the Company or other person or entity and shall inure to the benefit of his heirs, executors and administrators. The Executive shall be entitled to prompt advancement by the Company of any and all costs and expenses (including, without limitation, attorneys’ and other professional fees and charges) incurred by him in connection therewith. (b) The Surviving Corporation shall not enter into any settlement of any claim in which the Surviving Corporation is jointly liable with an Indemnified Party (or would be if joined in such claim) unless such settlement provides for a full and final release of all claims asserted against such Indemnified Party. (c) Except to the extent required by Applicable Law, neither Parent nor the Surviving Corporation shall take any action so as to amend, modify, limit or repeal the provisions for indemnification of Indemnified Parties contained in the certificates or articles of incorporation or bylaws (or other comparable organizational documents) of the Surviving Corporation and its Subsidiaries (which as of the Effective Time shall be no less favorable to such Proceeding or Claim, or individuals than those maintained by the Company and its Subsidiaries on the date hereof) in connection with seeking to enforce his such a manner as would adversely affect the rights under this Section 12.1, of any such advancement Indemnified Party to be made within fifteen (15) days after the Executive gives written notice to the Company, supported indemnified by reasonable documentation, requesting such advancement. Such notice shall include an undertaking by the Executive to repay the amount advanced if he is ultimately determined not to be entitled to indemnification against corporations in respect of their serving in such costs and expenses. Nothing in this Agreement shall operate to limit or extinguish any right to indemnification, advancement of expenses, or contribution that the Executive would otherwise have (including, without limitation, by agreement or under applicable law). 12.2 Neither the failure of the Company (including its Board, independent legal counsel or stockholders) to have made a determination capacities prior to the commencement Effective Time. The Surviving Corporation shall honor all of any Proceeding or Claim concerning payment of amounts claimed by the Executive under Section 12.1 that its indemnification obligations existing as of the Executive is proper because he has met the applicable standard of conduct, nor a determination by the Company (including its Board, independent legal counsel or stockholders) that the Executive has not met such applicable standard of conduct, shall create a presumption that the Executive has not met the applicable standard of conductEffective Time. 12.3 A directors' and officers' liability insurance policy (or policiesd) shall be kept in place, during the Employment Term and for at least For a period of six (6) years thereafterafter the Effective Time, providing Parent shall cause to be maintained in effect the current policies of directors’ and officers’ liability insurance maintained by the Company (provided that Parent may substitute therefor “tail” or other policies with reputable and financially sound carriers of at least the same coverage to the Executive and amounts containing terms and conditions that is are no less favorable to him advantageous in any respect (including, without limitation, the aggregate) with respect to scopeclaims arising from or related to facts or events that occurred at or before the Effective Time; provided, exclusionshowever, amountsthat Parent shall not be obligated to make annual premium payments for such insurance to the extent such premiums exceed 300% of the annual premiums paid as of the date hereof by the Company for such insurance (such 300% amount, the “Maximum Premium“). If such insurance coverage can only be obtained at an annual premium in excess of the Maximum Premium, Parent shall obtain and maintain one or more policies with the greatest coverage available for an annual premium equal to the Maximum Premium. (e) The provisions of this Section are intended to be for the benefit of, and deductiblesshall be enforceable by, each Indemnified Party and each party entitled to insurance coverage under Section 6.11(d), respectively, and his or her heirs and legal representatives, and shall be in addition to, and shall not impair, any other rights an Indemnified Party may have under the Company Organizational Documents or the Company Subsidiary Organizational Documents, as applicable, or the comparable organization documents of the Surviving Corporation or any of its Subsidiaries, under applicable Law or otherwise. Parent shall ensure that the Surviving Corporation complies with all of its obligations under this Section 6.11. (f) than In the coverage then being provided event that Parent or the Surviving Corporation or any of their respective successors or assigns (i) consolidates with or merges into any other Person and is not the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers or conveys all or substantially all its properties and assets to any other present Person, then, and in each such case, Parent shall cause proper provisions to be made so that the successors and assigns of Parent or former senior executive the Surviving Corporation, as the case may be, assume the obligations set forth in this Section 6.11. The obligations of Parent and the Surviving Corporation under this Section 6.11 shall not be terminated or director modified in such a manner as to adversely affect any indemnitee to whom this Section 6.11 applies without the express written consent of such affected indemnitee (it being expressly agreed that the Companyindemnitees to whom this Section 6.11 applies shall be Third Party beneficiaries of this Section 6.11).

Indemnification; D&O Insurance. 12.1 If (a) From and after the Executive Effective Time, Parent shall cause the Surviving Corporation to indemnify, defend and hold harmless each person who is made a party, is threatened to be made a partynow, or reasonably anticipates being made has been at any time prior to the date hereof or who becomes prior to the Effective Time, a party, to any actual, threatened director or reasonably anticipated action, suit or proceeding, whether civil, criminal, administrative, investigative, appellate, formal or informal (a “Proceeding”) by reason of the fact that he is or was a director, officer, member, employee, agent, manager, trustee, consultant or representative officer of the Company or any of its Affiliates Subsidiaries (the "Indemnified Parties") from and against all losses, claims, damages, costs and expenses (including attorneys' fees and expenses), liabilities, judgments and, subject to the proviso of this sentence, settlement amounts that are paid or incurred in connection with any pending, threatened or completed claim, action, suit, formal or informal proceeding, formal or informal investigation or formal or informal inquiry (whether civil, criminal, administrative or investigative and whether asserted or claimed prior to, at or after the Effective Time) that is (i) based on, or arises out of, the fact that such Indemnified Party is or was serving at the request a director or officer of the Company or any of its AffiliatesSubsidiaries or (ii) based on, or in connection with his service hereunder, as a director, officer, member, employee, agent, manager, trustee, consultant or representative of another person or entityarising out of, or if any claimpertaining hereto or the transactions contemplated hereby, demandin each case under clause (i) or clause (ii) above, request, investigation, dispute, controversy, threat, discovery request, or request for testimony or information (a “Claim”) is made, is threatened to be made, or is reasonably anticipated to be made, that arises out of or relates to the Executive’s service in any of the foregoing capacities, then the Executive shall promptly be indemnified and held harmless by the Company to the fullest extent a corporation is permitted under applicable Law to indemnify its own directors or authorized by officers, as the corporate governance documents of case may be; provided, however, that after the Company, or if greater, by applicable law, against any and all costs, expenses, liabilities and losses (including, without limitation, attorneys' and other professional fees and charges, judgments, interest, expenses of investigation, penalties, fines, ERISA excise taxes or penalties and amounts paid or Effective Time the Surviving Corporation may elect to be paid in settlement) incurred or suffered by the Executive in connection therewith or in connection with seeking to enforce his rights under this Section 12.1, and such indemnification shall continue as to the Executive even if he has ceased to be a director, officer, member, employee, agent, manager, trustee, consultant or representative provide officers of the Company or other person or entity and shall inure its Subsidiaries with the same indemnification as Parent provides to the benefit officers of his heirs, executors and administrators. The Executive shall be entitled to prompt advancement by the Company of any and all costs and expenses (including, without limitation, attorneys’ and other professional fees and charges) incurred by him in connection with any such Proceeding or Claim, or in connection with seeking to enforce his rights under this Section 12.1, any such advancement to be made within fifteen (15) days after the Executive gives written notice to the Company, supported by reasonable documentation, requesting such advancement. Such notice shall include an undertaking by the Executive to repay the amount advanced if he is ultimately determined not to be entitled to indemnification against such costs and expenses. Nothing in this Agreement shall operate to limit or extinguish any right to indemnification, advancement of expenses, or contribution that the Executive would otherwise have (including, without limitation, by agreement or under applicable law). 12.2 Neither the failure of the Company (including its Board, independent legal counsel or stockholders) to have made a determination prior to the commencement of any Proceeding or Claim concerning payment of amounts claimed by the Executive under Section 12.1 that indemnification of the Executive is proper because he has met the applicable standard of conduct, nor a determination by the Company (including its Board, independent legal counsel or stockholders) that the Executive has not met such applicable standard of conduct, shall create a presumption that the Executive has not met the applicable standard of conduct. 12.3 A directors' and officers' liability insurance policy (or policies) shall be kept in place, during the Employment Term and for at least six (6) years thereafter, providing coverage to the Executive that is no less favorable to him in any respect (including, without limitation, Subsidiaries with respect to scopeany fact, exclusionsmatter, amountsevent or circumstance arising after the Effective Time relating to the matters covered by clause (i) above, and deductibles) than the coverage then being such same indemnification to be provided with respect to any other present such fact, matter, event or former senior executive or director circumstance in lieu of the Company.indemnification set forth in this Section 6.11; provided, further, that notwithstanding the foregoing proviso, all Indemnified Parties shall continue to be indemnified following the Effective Time under the terms set forth in this Section

Indemnification; D&O Insurance. 12.1 If (i) The Company shall indemnify and hold harmless, to the fullest extent permitted by the Certificate and Bylaws and applicable law as it presently exists or may hereafter be amended, and upon request advance expenses to Executive in the event he is made or was a party, party or is or was threatened to be made a party, or reasonably anticipates being made a party, party to any actual, threatened or reasonably anticipated action, suit suit, or proceeding, whether civil, criminal, administrative, investigative, appellate, formal administrative or informal investigative (a “Proceeding”) ), by reason of the fact that he is or was a director, officer, member, employee, agent, manager, trustee, consultant or representative of his employment by the Company or any of its Affiliates subsidiaries or is or was serving at the request of the affiliates, against expenses (including counsel fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by Executive. (ii) The Company or any of its Affiliates, or in connection with his service hereunder, as a director, officer, member, employee, agent, manager, trustee, consultant or representative of another person or entity, or if any claim, demand, request, investigation, dispute, controversy, threat, discovery request, or request for testimony or information (a “Claim”) is made, is threatened to be made, or is reasonably anticipated to be made, that arises out of or relates to the Executive’s service in any of the foregoing capacities, then the Executive shall promptly be indemnified and held harmless by the Company to the fullest extent permitted not prohibited by applicable law pay the expenses (including attorneys’ fees) incurred by Executive in defending any Proceeding in advance of its final disposition, provided, however, that, to the extent required by law, such payment of expenses in advance of the final disposition of the Proceeding shall be made only upon receipt of an undertaking by Executive to repay all amounts advanced if it should be ultimately determined that Executive is not entitled to be indemnified under this Section 10(c) or authorized otherwise. (iii) The rights conferred on Executive by this Section 10(c) shall not be exclusive of (and shall not limit or be secondary to) any other rights which Executive may have or hereafter acquire under the corporate governance documents Indemnification Agreement, dated , 2021, by and between Executive and the Company (as successor to Coupang, LLC), any statute, any provision of the Company, ’s certificate of incorporation or if greater, by applicable law, against any and all costs, expenses, liabilities and losses (including, without limitation, attorneys' and other professional fees and charges, judgments, interest, expenses of investigation, penalties, fines, ERISA excise taxes or penalties and amounts paid or to be paid in settlement) incurred or suffered by the Executive in connection therewith or in connection with seeking to enforce his rights under this Section 12.1, and such indemnification shall continue as to the Executive even if he has ceased to be a director, officer, member, employee, agent, manager, trustee, consultant or representative of the Company or other person or entity and shall inure to the benefit of his heirs, executors and administrators. The Executive shall be entitled to prompt advancement by the Company of any and all costs and expenses (including, without limitation, attorneys’ and other professional fees and charges) incurred by him in connection with any such Proceeding or Claim, or in connection with seeking to enforce his rights under this Section 12.1Company’s bylaws, any such advancement to be made within fifteen agreement, any vote of stockholders or disinterested directors or otherwise (15) days after the Executive gives written notice to including any indemnification or insurance separate from the Company, supported by reasonable documentation, requesting such advancement. Such notice shall include an undertaking by the Executive to repay the amount advanced if he is ultimately determined not to be entitled to indemnification against such costs and expenses. Nothing in this Agreement shall operate to limit or extinguish any right to indemnification, advancement of expenses, or contribution that the Executive would otherwise have (including, without limitation, by agreement or under applicable law). 12.2 Neither (iv) Any right to indemnification or to advancement of expenses of Executive arising hereunder shall not be eliminated or impaired by an amendment to or termination of this Agreement after the failure occurrence of the Company (including its Board, independent legal counsel act or stockholders) to have made a determination prior to omission that is the commencement of any Proceeding or Claim concerning payment of amounts claimed by the Executive under Section 12.1 that indemnification subject of the Executive civil, criminal, administrative or investigative Proceeding for which indemnification or advancement of expenses is proper because he has met the applicable standard of conduct, nor a determination by the Company (including its Board, independent legal counsel or stockholders) that the Executive has not met such applicable standard of conduct, shall create a presumption that the Executive has not met the applicable standard of conductsought. 12.3 A directors' and officers' liability insurance policy (or policies) shall be kept in place, during the Employment Term and for at least six (6) years thereafter, providing coverage to the Executive that is no less favorable to him in any respect (including, without limitation, with respect to scope, exclusions, amounts, and deductibles) than the coverage then being provided to any other present or former senior executive or director of the Company.

Indemnification; D&O Insurance. 12.1 If (a) In the Executive is made a party, is threatened to be made a party, or reasonably anticipates being made a party, to event of any actual, threatened or reasonably anticipated actual claim, action, suit suit, proceeding or proceedinginvestigation, whether civil, criminal, criminal or administrative, investigativeincluding without limitation any such claim, appellateaction, formal suit, proceeding or informal investigation in which any person who is now, or has been at any time prior to the date of this Agreement, or who becomes prior to the Effective Time, a director or officer of the Company or any of its Subsidiaries (the "Indemnified Parties") is, or is threatened to be, made a “Proceeding”party based in whole or in part on, or arising in whole or in part out of, or pertaining to (i) by reason of the fact that he is or was a director, officer, member, employee, agent, manager, trustee, consultant director or representative officer of the Company Company, any of its Subsidiaries or any of its Affiliates their respective predecessors or is or was serving at the request of the Company (ii) this Agreement or any of its Affiliatesthe transactions contemplated hereby, whether in any case asserted or in connection with his service hereunderarising before or after the Effective Time, the parties hereto agree to cooperate and use their best efforts to defend against and respond thereto. It is understood and agreed that after the Effective Time, to the extent, if any, not provided by an existing right of indemnification or other agreement or policy, the Parent shall indemnify and hold harmless, as a director, officer, member, employee, agent, manager, trustee, consultant or representative of another person or entity, or if any claim, demand, request, investigation, dispute, controversy, threat, discovery request, or request for testimony or information (a “Claim”) is made, is threatened to be made, or is reasonably anticipated to be made, that arises out of or relates to the Executive’s service in any of the foregoing capacities, then the Executive shall promptly be indemnified and held harmless by the Company to the fullest extent permitted or authorized by law and the corporate governance documents charter and by-laws of the Companyrelevant entity, each such Indemnified Party against any losses, claims, damages, liabilities, costs, expenses (including reasonable attorney's fees and expenses in advance of the final disposition of any claim, suit, proceeding or if greater, investigation to each Indemnified Party to the fullest extent permitted by law upon receipt of any undertaking required by applicable law, against any and all costs, expenses, liabilities and losses (including, without limitation, attorneys' and other professional fees and charges), judgments, interest, expenses of investigation, penalties, fines, ERISA excise taxes or penalties fines and amounts paid or to be paid in settlement) incurred or suffered by the Executive in connection therewith or in connection with seeking to enforce his rights under this Section 12.1, and such indemnification shall continue as to the Executive even if he has ceased to be a director, officer, member, employee, agent, manager, trustee, consultant or representative of the Company or other person or entity and shall inure to the benefit of his heirs, executors and administrators. The Executive shall be entitled to prompt advancement by the Company of any and all costs and expenses (including, without limitation, attorneys’ and other professional fees and charges) incurred by him settlement in connection with any such Proceeding threatened or Claimactual claim, action, suit, proceeding or investigation. In the event of any such threatened or actual claim, action, suit, proceeding or investigation (whether asserted or arising before or after the Effective Time), the Indemnified Parties may retain counsel reasonably satisfactory to them after consultation with the Parent; provided, however, that (i) the Parent shall have the right to assume the defense thereof and upon such assumption the Parent shall not be liable to any Indemnified Party in connection with seeking the defense thereof, except that if the Parent elects not to enforce his rights assume such defense or counsel for the Indemnified Parties reasonably advises the Indemnified Parties that there are issues which raise conflicts of interest between the Parent and the Indemnified Parties, the Indemnified Parties may retain counsel reasonably satisfactory to them after consultation with the Parent, and the Parent shall pay the reasonable fees and expenses of such counsel for the Indemnified Parties, (ii) the Parent shall be obligated pursuant to this paragraph to pay for only one counsel in any jurisdiction for all Indemnified Parties, (iii) the Parent shall not be liable for any settlement effected without its prior written consent (which consent shall not be unreasonably withheld) and (iv) the Parent shall have no obligation hereunder to any Indemnified Party when and if a court of competent jurisdiction shall ultimately determine, and such determination shall have become final and nonappealable, that indemnification of such Indemnified Party in the manner contemplated hereby is prohibited by applicable law. Any Indemnified Party wishing to claim indemnification under this Section 12.1, 5.16 upon learning of any such advancement claim, action, suit, proceeding or investigation shall notify the Parent thereof, provided that the failure to be so notify shall not affect the obligations of the Parent under this Section 5.16 except to the extent such failure to notify materially prejudices the Parent. The Company's obligations under this Section 5.16(a) shall continue in full force and effect for a period of six (6) years from the Effective Time, provided, however, that all rights to indemnification in respect of any claim asserted or made within fifteen such period shall continue until the final disposition of such claim. (15b) days From and after the Executive gives written notice to Effective Time, the Company, supported by reasonable documentation, requesting such advancement. Such notice shall include an undertaking by Surviving Corporation will fulfill and honor in all respects the Executive to repay the amount advanced if he is ultimately determined not to be entitled to indemnification against such costs and expenses. Nothing in this Agreement shall operate to limit or extinguish any right to indemnification, advancement of expenses, or contribution that the Executive would otherwise have (including, without limitation, by agreement or under applicable law). 12.2 Neither the failure obligations of the Company (including its Board, independent legal counsel or stockholders) pursuant to have made a determination the provisions of the Articles of Incorporation and the Bylaws of the Company as in effect immediately prior to the commencement Effective Time. (c) For a period of any Proceeding or Claim concerning payment of amounts claimed six (6) years after the Effective Time, the Parent shall cause the Surviving Corporation to maintain (to the extent available in the market) in effect a directors' and officers' liability insurance policy covering those persons who are currently covered by the Executive under Section 12.1 that indemnification of the Executive is proper because he has met the applicable standard of conduct, nor a determination by the Company (including its Board, independent legal counsel or stockholders) that the Executive has not met such applicable standard of conduct, shall create a presumption that the Executive has not met the applicable standard of conduct. 12.3 A Company's directors' and officers' liability insurance policy (a copy of which has been heretofore delivered to the Parent) with coverage in amount and scope at least as favorable as the Company's existing coverage (which coverage may be an endorsement extending the period in which claims may be made under such existing policy); provided that in no event shall the Parent or policiesthe Surviving Corporation be required to expend per year under this Section 5.16(c) more than an aggregate of 150% of the current annual premium expended by the Company to provide such coverage; and, further provided that if the premium for such coverage exceeds such amount, the Parent or the Surviving Corporation shall purchase a policy with the greatest coverage available for such 150% of the current annual premium. (d) In the event the Parent 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 or conveys all or substantially all of its assets to any person, then, and in each such case, to the extent necessary, proper provision shall be kept made so that the successors and assigns of the Parent assume the obligations set forth in place, during this Section 5.16. (e) The provisions of this Section 5.16 are intended to be for the Employment Term and for at least six (6) years thereafter, providing coverage to the Executive that is no less favorable to him in any respect (including, without limitation, with respect to scope, exclusions, amountsbenefit of, and deductibles) than shall be enforceable by, each Indemnified Party and his or her heirs and representatives, and nothing herein shall affect any indemnification rights that any Indemnified Party and his or her heirs and representatives may have under the coverage then being provided to any other present or former senior executive or director Bylaws of the CompanyCompany or any of its Subsidiaries, any contract or applicable law.

Indemnification; D&O Insurance. 12.1 If To the Executive is made a partyfullest extent permitted by applicable law, is threatened the Company shall indemnify and hold harmless RGMP and its affiliates, and each of their respective members, managers, directors, officers, employees, counsel, agents, representatives, contractors and affiliates (each such individual or entity to be made referred to hereinafter as an “Indemnified Person”), from and against any loss, claim, damage or liability, joint or several, and any action in respect thereof, whether or not involving a party, or reasonably anticipates being made a third party, to any actualwhich an Indemnified Person may be subject, threatened or reasonably anticipated actioninsofar as such loss, suit or proceeding, whether civil, criminal, administrative, investigative, appellate, formal or informal (a “Proceeding”) by reason of the fact that he is or was a director, officer, member, employee, agent, manager, trustee, consultant or representative of the Company or any of its Affiliates or is or was serving at the request of the Company or any of its Affiliates, or in connection with his service hereunder, as a director, officer, member, employee, agent, manager, trustee, consultant or representative of another person or entity, or if any claim, demanddamage, requestliability or action relates to, investigation, dispute, controversy, threat, discovery request, or request for testimony or information (a “Claim”) is made, is threatened to be made, or is reasonably anticipated to be made, that arises out of or relates to the Executive’s service in results from any of the foregoing capacities, then the Executive shall promptly be indemnified and held harmless by the Company to the fullest extent permitted Covered Event (as such term is defined below) or authorized by the corporate governance documents of the Company, or if greater, by applicable law, against any and all costs, expenses, liabilities and losses (including, without limitation, attorneys' and other professional fees and charges, judgments, interest, expenses of investigation, penalties, fines, ERISA excise taxes or penalties and amounts paid or to be paid in settlement) incurred or suffered by the Executive in connection therewith or in connection with seeking to enforce his rights under this Section 12.1alleged Covered Event, and will reimburse such indemnification shall continue as to the Executive even if he has ceased to be a director, officer, member, employee, agent, manager, trustee, consultant or representative of the Company or other person or entity and shall inure to the benefit of his heirs, executors and administrators. The Executive shall be entitled to prompt advancement by the Company of any and Indemnified Person upon request for all costs and expenses (including, without limitation, reasonable attorneys’ and other professional fees and chargesdisbursements) incurred by him such Indemnified Person in connection with investigating, defending or preparing to defend against any such loss, claim, damage, liability or action, as such expenses are incurred or paid. The term “Covered Event” shall mean (a) any action taken, or services performed, by an Indemnified Person, related to or consistent with the terms of this Agreement, or (b) any action taken, or omitted to be taken, by the Company or any of its managers, directors, officers, employees, agents or affiliates, in connection with any such Proceeding or Claimmatter in which an Indemnified Person has been involved pursuant to this Agreement; provided, or in connection with seeking to enforce his rights under this Section 12.1, any such advancement to be made within fifteen (15) days after the Executive gives written notice to the Company, supported by reasonable documentation, requesting such advancement. Such notice shall include an undertaking by the Executive to repay the amount advanced if he is ultimately determined not to be entitled to indemnification against such costs and expenses. Nothing in this Agreement shall operate to limit or extinguish any right to indemnification, advancement of expenses, or contribution that the Executive would otherwise have (including, without limitation, by agreement or under applicable law). 12.2 Neither the failure of the Company (including its Board, independent legal counsel or stockholders) to have made a determination prior to the commencement of any Proceeding or Claim concerning payment of amounts claimed by the Executive under Section 12.1 that indemnification of the Executive is proper because he has met the applicable standard of conduct, nor a determination by the Company (including its Board, independent legal counsel or stockholders) that the Executive has not met such applicable standard of conduct, shall create a presumption that the Executive has not met the applicable standard of conduct. 12.3 A directors' and officers' liability insurance policy (or policies) shall be kept in place, during the Employment Term and for at least six (6) years thereafter, providing coverage to the Executive that is no less favorable to him in any respect (including, without limitation, term “Covered Event,” with respect to scopean Indemnified Person, exclusionsshall exclude any loss, amountsclaim, damage, liability or expense to the extent determined by the final judgment of a court of competent jurisdiction to have been caused from the gross negligence, fraud, bad faith or willful misfeasance of such Indemnified Person or any affiliate thereof. The Company shall cover the designees of RGMP under directors and deductibles) than officers’ liability insurance both during and, while potential liability exists, after the coverage then being provided to any other present or former senior executive or director term of the Companythis Agreement in amounts reasonably requested by RGMP.

Indemnification; D&O Insurance. 12.1 If To the Executive is made a partyfullest extent permitted by applicable law, is threatened the Company shall indemnify and hold harmless ZelnickMedia and its affiliates, and each of their respective members, managers, directors, officers, employees, counsel, agents, representatives, contractors and affiliates (each such individual or entity to be made referred to hereinafter as an “Indemnified Person”), from and against any loss, claim, damage or liability, joint or several, and any action in respect thereof, whether or not involving a party, or reasonably anticipates being made a third party, to any actualwhich an Indemnified Person may be subject, threatened or reasonably anticipated actioninsofar as such loss, suit or proceeding, whether civil, criminal, administrative, investigative, appellate, formal or informal (a “Proceeding”) by reason of the fact that he is or was a director, officer, member, employee, agent, manager, trustee, consultant or representative of the Company or any of its Affiliates or is or was serving at the request of the Company or any of its Affiliates, or in connection with his service hereunder, as a director, officer, member, employee, agent, manager, trustee, consultant or representative of another person or entity, or if any claim, demanddamage, requestliability or action relates to, investigation, dispute, controversy, threat, discovery request, or request for testimony or information (a “Claim”) is made, is threatened to be made, or is reasonably anticipated to be made, that arises out of or relates to the Executive’s service in results from any of the foregoing capacities, then the Executive shall promptly be indemnified and held harmless by the Company to the fullest extent permitted Covered Event (as such term is defined below) or authorized by the corporate governance documents of the Company, or if greater, by applicable law, against any and all costs, expenses, liabilities and losses (including, without limitation, attorneys' and other professional fees and charges, judgments, interest, expenses of investigation, penalties, fines, ERISA excise taxes or penalties and amounts paid or to be paid in settlement) incurred or suffered by the Executive in connection therewith or in connection with seeking to enforce his rights under this Section 12.1alleged Covered Event, and will reimburse such indemnification shall continue as to the Executive even if he has ceased to be a director, officer, member, employee, agent, manager, trustee, consultant or representative of the Company or other person or entity and shall inure to the benefit of his heirs, executors and administrators. The Executive shall be entitled to prompt advancement by the Company of any and Indemnified Person upon request for all costs and expenses (including, without limitation, reasonable attorneys’ and other professional fees and chargesdisbursements) incurred by him such Indemnified Person in connection with investigating, defending or preparing to defend against any such loss, claim, damage, liability or action, as such expenses are incurred or paid. The term “Covered Event” shall mean (a) any action taken, or services performed, by an Indemnified Person, related to or consistent with the terms of this Agreement or the Original Agreement, or (b) any action taken, or omitted to be taken, by the Company or any of its managers, directors, officers, employees, agents or affiliates, in connection with any such Proceeding or Claim, or matter in connection with seeking which an Indemnified Person has been involved pursuant to enforce his rights under this Section 12.1, any such advancement to be made within fifteen (15) days after the Executive gives written notice to the Company, supported by reasonable documentation, requesting such advancement. Such notice shall include an undertaking by the Executive to repay the amount advanced if he is ultimately determined not to be entitled to indemnification against such costs and expenses. Nothing in this Agreement shall operate to limit or extinguish any right to indemnificationthe Original Agreement; provided, advancement of expenses, or contribution that the Executive would otherwise have (including, without limitation, by agreement or under applicable law). 12.2 Neither the failure of the Company (including its Board, independent legal counsel or stockholders) to have made a determination prior to the commencement of any Proceeding or Claim concerning payment of amounts claimed by the Executive under Section 12.1 that indemnification of the Executive is proper because he has met the applicable standard of conduct, nor a determination by the Company (including its Board, independent legal counsel or stockholders) that the Executive has not met such applicable standard of conduct, shall create a presumption that the Executive has not met the applicable standard of conduct. 12.3 A directors' and officers' liability insurance policy (or policies) shall be kept in place, during the Employment Term and for at least six (6) years thereafter, providing coverage to the Executive that is no less favorable to him in any respect (including, without limitation, term “Covered Event,” with respect to scopean Indemnified Person, exclusionsshall exclude any loss, amountsclaim, damage, liability or expense to the extent determined by the final judgment of a court of competent jurisdiction to have been caused from the gross negligence, fraud, bad faith or willful misfeasance of such Indemnified Person or any affiliate thereof. The Company shall cover the designees of ZelnickMedia under directors and deductibles) than officers’ liability insurance both during and, while potential liability exists, after the coverage then being provided to any other present or former senior executive or director term of the CompanyAgreement in amounts reasonably requested by ZelnickMedia.

Indemnification; D&O Insurance. 12.1 If the Executive is made a party, is threatened to be made a party, or reasonably anticipates being made a party, to any actual, threatened or reasonably anticipated action, suit or proceeding, whether civil, criminal, administrative, investigative, appellate, formal or informal (a “Proceeding”) by reason of the fact that he is or was a director, officer, member, employee, agent, manager, trustee, consultant or representative of the Company or any of its Affiliates or is or was serving at the request of the Company or any of its Affiliates, or in connection with his service hereunder, as a director, officer, member, employee, agent, manager, trustee, consultant or representative of another person or entity, or if any claim, demand, request, investigation, dispute, controversy, threat, discovery request, or request for testimony or information (a “Claim”) is made, is threatened to be made, or is reasonably anticipated to be made, that arises out of or relates to the Executive’s service in any of the foregoing capacities, then the Executive shall promptly be indemnified and held harmless by the Company to the fullest extent permitted or authorized by the corporate governance documents of the Company, or if greater, by applicable law, against any and all costs, expenses, liabilities and losses (including, without limitation, attorneys' ’ and other professional fees and charges, judgments, interest, expenses of investigation, penalties, fines, ERISA excise taxes or penalties and amounts paid or to be paid in settlement) incurred or suffered by the Executive in connection therewith or in connection with seeking to enforce his rights under this Section 12.1, and and, notwithstanding anything herein to the contrary, such indemnification shall survive the termination of this Agreement and shall continue as to the Executive even if he has ceased to be a director, officer, member, employee, agent, manager, trustee, consultant or representative of the Company or other person or entity and shall inure to the benefit of his heirs, executors and administrators. The Executive shall be entitled to prompt advancement by the Company of any and all costs and expenses (including, without limitation, attorneys’ and other professional fees and charges) incurred by him in connection with any such Proceeding or Claim, or in connection with seeking to enforce his rights under this Section 12.1, any such advancement to be made within fifteen (15) days after the Executive gives written notice to the Company, supported by reasonable documentation, requesting such advancement. Such notice shall include an undertaking by the Executive to repay the amount advanced if he is ultimately determined not to be entitled to indemnification against such costs and expenses. Nothing in this Agreement shall operate to limit or extinguish any right to indemnification, advancement of expenses, or contribution that the Executive would otherwise have (including, without limitation, by agreement or under applicable law). 12.2 Neither the failure of the Company (including its Board, independent legal counsel or stockholders) to have made a determination prior to the commencement of any Proceeding or Claim concerning payment of amounts claimed by the Executive under Section 12.1 that indemnification of the Executive is proper because he has met the applicable standard of conduct, nor a determination by the Company (including its Board, independent legal counsel or stockholders) that the Executive has not met such applicable standard of conduct, shall create a presumption that the Executive has not met the applicable standard of conduct. 12.3 A directors' ’ and officers' ’ liability insurance policy (or policies) shall be kept in place, during the Employment Term and for at least six (6) years thereafter, providing coverage to the Executive that is no less favorable to him in any respect (including, without limitation, with respect to scope, exclusions, amounts, and deductibles) than the coverage then being provided to any other present or former senior executive or director of the CompanyPXRE Group and its Affiliates.

Indemnification; D&O Insurance. 12.1 If (a) Parent shall cause the Executive Surviving Corporation to indemnify, defend and hold harmless each person who is made a party, is threatened to be made a partynow, or reasonably anticipates being made has been at any time prior to the date hereof or who becomes prior to the Effective Time, a party, to any actual, threatened director or reasonably anticipated action, suit or proceeding, whether civil, criminal, administrative, investigative, appellate, formal or informal (a “Proceeding”) by reason of the fact that he is or was a director, officer, member, employee, agent, manager, trustee, consultant or representative officer of the Company or any of its Affiliates Subsidiaries (the "Indemnified Parties") from and against all losses, claims, damages, costs and expenses (including attorneys' fees and expenses), liabilities, judgments and settlement amounts that are paid or incurred in connection with any pending, threatened or completed claim, action, suit, formal or informal proceeding, formal or informal investigation or formal or informal inquiry (whether civil, criminal, administrative or investigative and whether asserted or claimed prior to, at or after the Effective Time), that is (i) based on, or arises out of, the fact that such Indemnified Party is or was serving at the request a director or officer of the Company or any of its AffiliatesSubsidiaries at any time prior to the Effective Time or (ii) based on, or arising out of, or pertaining to this Agreement or the transactions contemplated hereby, in each case under clause (i) or (ii) above, to the fullest extent a corporation is permitted under applicable Law to indemnify its own directors or officers, as the case may be. Without limiting the foregoing, in the event that any such claim, action, suit, proceeding, investigation or inquiry is brought against any Indemnified Party (whether prior to or after the Effective Time), (i) the Surviving Corporation shall be entitled to participate therein, and to the extent it shall wish, to assume the defense thereof, with legal counsel reasonably satisfactory to such Indemnified Party, and, after notice from the Surviving Corporation to such Indemnified Party of Surviving Corporation's election to assume the defense thereof, the Surviving Corporation shall not be liable to such Indemnified Party under this provision for any legal expenses of other counsel or other expenses subsequently incurred by such Indemnified Party, (ii) the Surviving Corporation shall not be liable for any settlement of any claim effected without its written consent (which consent shall not be unreasonably withheld, delayed or conditioned), and (iii) the Surviving Corporation shall not enter into any settlement of any claim unless such settlement provides for a full and final release of all claims asserted against such Indemnified Party. Any Indemnified Party wishing to obtain indemnification under this Section 5.10(a), shall, within ten (10) Business Days of learning of any claim, action, suit, proceeding, investigation or inquiry, notify Parent thereof; provided, however, the failure of any Indemnified Party to give such notice shall not waive any rights of the Indemnified Party under this Section 5.10 except to the extent that the rights of the Surviving Corporation or Parent are materially prejudiced thereby). In the event the Surviving Corporation does not assume the defense of an action in accordance with this Section 5.10(a), (i) the Indemnified Party shall assume the defense thereof with legal counsel reasonably satisfactory to the Surviving Corporation at the cost and expense of the Surviving Corporation; (ii) the Indemnified Parties as a group seeking indemnification with respect to the same or a substantially related matter may retain only one law firm with respect to such matter except to the extent that under applicable standards of professional conduct, such counsel would have a conflict representing such Indemnified Party and any other Indemnified Party or Indemnified Parties, (iii) Parent shall cause the Surviving Corporation to pay all reasonable expenses of the disposition of any such claim, action, suit, proceeding, investigation or inquiry to each Indemnified Party to the full extent permitted by applicable Law promptly after statements therefor are received and otherwise advance to such Indemnified Party upon request reimbursement of documented expenses reasonably incurred, in either case to the extent not prohibited by the DGCL, (iv) Parent shall cause the Surviving Corporation to pay all reasonable fees and expenses of such counsel for the Indemnified Parties and all costs and expenses of the Indemnified Parties in connection with his service hereunderseeking and obtaining indemnification from the Surviving Corporation, from time to time, in each case within twenty (20) Business Days of the receipt by Parent of a statement from such counsel for the Indemnified Parties and (v) Parent shall cause the Surviving Corporation to use reasonable best efforts to assist in the defense of any such matter. In the event of any dispute as to whether an Indemnified Party's conduct complies with the standards set forth under applicable Law and as applicable, the Company Organizational Documents and the Company Subsidiary Organizational Documents, a directordetermination shall be made by independent counsel reasonably acceptable to the Surviving Corporation and the Indemnified Party. Without limiting the foregoing, officerto the extent that any Indemnified Party is, memberby reason of the fact that such Indemnified Party is or was a director or officer of the Company or any of its Subsidiaries, employee, agent, manager, trustee, consultant or representative of another person or entity, or if a witness in any claim, demandaction, requestsuit, investigationproceeding, disputeinvestigation or inquiry to which such Indemnified Party is not a party, controversy, threat, discovery request, or request for testimony or information (a “Claim”) is made, is threatened to be made, or is reasonably anticipated to be made, that arises out of or relates to the Executive’s service in any of the foregoing capacities, then the Executive such Indemnified Party shall promptly be indemnified and held harmless by the Company to the fullest extent permitted or authorized by the corporate governance documents of the Company, or if greater, by applicable law, against any and all costs, expenses, liabilities and losses (including, without limitation, attorneys' and other professional fees and charges, judgments, interest, expenses of investigation, penalties, fines, ERISA excise taxes or penalties and amounts paid or to be paid in settlement) incurred or suffered by the Executive in connection therewith or in connection with seeking to enforce his rights under this Section 12.1, and such indemnification shall continue as to the Executive even if he has ceased to be a director, officer, member, employee, agent, manager, trustee, consultant or representative of the Company or other person or entity and shall inure to the benefit of his heirs, executors and administrators. The Executive shall be entitled to prompt advancement by the Company of any and all costs and expenses (including, without limitation, attorneys’ and other professional fees and charges) incurred by him in connection therewith. (b) Parent's obligations under Section 5.6(a) shall survive until the sixth (6th) anniversary of the Effective Time, provided, that, Parent's obligations pursuant to Section 5.6(a) shall survive such sixth (6th) anniversary, and Parent shall continue to indemnify, defend and hold harmless each Indemnified Party, in accordance with any such Proceeding or Claim, or in connection with seeking to enforce his rights under this Section 12.15.10 with respect to any claim, any action, suit, proceeding or investigation or inquiry of which such advancement to be made within fifteen (15) days after the Executive gives written Indemnified Party shall have delivered notice to Parent pursuant to Section 5.6(a) prior to the Company(6th) anniversary of the Effective Time until such time as such claim is finally resolved (such matter that is not so resolved until after such sixth (6th) anniversary, supported by reasonable documentation, requesting such advancement. Such notice shall include an undertaking by the Executive to repay the amount advanced if he is ultimately determined not to be entitled to indemnification against such costs and expenses. Nothing in this Agreement shall operate to limit or extinguish any right to indemnification, advancement of expenses, or contribution that the Executive would otherwise have (including, without limitation, by agreement or under applicable law"Extended Claim"). 12.2 Neither (c) Except to the failure extent required by applicable Law, for a period of six (6) years from the Effective Time (or, with respect to an Extended Claim, until the date of final resolution of such matters), neither Parent nor the Surviving Corporation shall take any action so as to amend, modify, limit or repeal the provisions for indemnification of Indemnified Parties contained in the certificates or articles of incorporation or bylaws (or other comparable organizational documents) of the Surviving Corporation and its Subsidiaries (which as of the Effective Time shall be no less favorable to such individuals than those maintained by the Company (including and its Board, independent legal counsel or stockholdersSubsidiaries on the date hereof) in such a manner as would adversely affect the rights of any Indemnified Party to have made a determination be indemnified by such corporations in respect of their serving in such capacities prior to the commencement Effective Time. The Surviving Corporation shall honor all of any Proceeding or Claim concerning payment of amounts claimed by the Executive under Section 12.1 that its indemnification obligations existing as of the Executive is proper because he has met the applicable standard of conduct, nor a determination by the Company (including its Board, independent legal counsel or stockholders) that the Executive has not met such applicable standard of conduct, shall create a presumption that the Executive has not met the applicable standard of conductEffective Time. 12.3 A (d) For a period of six (6) years after the Effective Time, Parent shall cause to be maintained in effect the current policies of directors' and officers' liability insurance policy maintained by the Company (or policies) shall be kept in place, during the Employment Term "D&O Policies"); (provided that Parent may substitute therefor policies with reputable and for financially sound carriers of at least six (6) years thereafter, providing the same coverage and amounts containing terms and conditions that are no less advantageous in any material respect to the Executive that is no less favorable to him in any respect (including, without limitation, Indemnified Parties) with respect to scopeclaims arising from or related to facts or events that occurred at or before the Effective Time; provided, exclusionshowever, amountsthat Parent shall not be obligated to make annual premium payments for such insurance to the extent such premiums exceed 300% of the annual premiums paid as of the date hereof by the Company for such insurance (such 300% amount, the "Maximum Premium"). If such insurance coverage can only be obtained at an annual premium in excess of the Maximum Premium, Parent shall obtain and maintain one or more policies with the greatest coverage available for an annual premium equal to the Maximum Premium. Notwithstanding anything to the contrary in this Agreement, Parent or the Surviving Corporation may, at Parent's option, purchase, six-year "tail" prepaid policies on the D&O Policies on terms and conditions no less advantageous to the Indemnified Parties in any material respect to the Indemnified Parties than the D&O Policies (such "tail" policies to continue to provide coverage for any Extended Claim following the sixth (6th) anniversary of the Effective Time until final resolution of such Extended Claim). In the event that Parent or the Surviving Corporation purchases such a "tail" policy, Parent and the Surviving Corporation shall maintain such "tail" policy in full force and effect and continue to honor their respective obligations thereunder, in lieu of all other obligations of Parent and the Surviving Corporation under the first sentence of this Section 5.10(d) for so long as such "tail" policy shall be maintained in full force and effect. (e) The provisions of this Section are intended to be for the benefit of, and deductiblesshall be enforceable by, each Indemnified Party and each party entitled to insurance coverage under Section 5.10(d), respectively, and his or her heirs and legal representatives, and shall be in addition to, and shall not impair, any other rights an Indemnified Party may have under the Company Organizational Documents or the Company Subsidiary Organizational Documents, as applicable, or the comparable organization documents of the Surviving Corporation or any of its Subsidiaries, under applicable Law or otherwise. Parent shall ensure that the Surviving Corporation complies with all of its obligations under this Section 5.10. (f) than In the coverage then being provided event that Parent or the Surviving Corporation or any of their respective successors or assigns (i) consolidates with or merges into any other Person and is not the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers or conveys all or substantially all its properties and assets to any other present Person, then, and in each such case, Parent shall cause proper provisions to be made so that the successors and assigns of Parent or former senior executive the Surviving Corporation, as the case may be, assume the obligations set forth in this Section 5.10. The obligations of Parent and the Surviving Corporation under this Section 5.10 shall not be terminated or director modified in such a manner as to adversely affect any indemnitee to whom this Section 5.10 applies without the express written consent of such affected indemnitee (it being expressly agreed that the Companyindemnitees to whom this Section 5.10 applies shall be third party beneficiaries of this Section 5.10).

Indemnification; D&O Insurance. 12.1 If (a) For a period of six years from and after the Executive is made a partySecond Merger Effective Time, is threatened to be made a party, or reasonably anticipates being made a partythe Surviving Company shall (and Parent shall cause the Surviving Company to) indemnify and hold harmless, to the fullest extent permitted under Applicable Law and the Acquired Companies’ respective Governing Documents in effect as of the date of this Agreement, each present and former (determined as of the Second Merger Effective Time) officer, director or employee of the Acquired Companies, in each case, when acting in such capacity (each, a “D&O Indemnified Party”), against any actualcosts or expenses (including attorneys’ fees), threatened judgments, fines, losses, claims, damages or reasonably anticipated actionliabilities incurred in connection with, suit arising out of or proceedingotherwise related to any Action, in connection with, arising out of or otherwise related to matters existing or occurring at or prior to the Second Merger Effective Time and related to such D&O Indemnified Party having served as an officer, director or employee of the Acquired Companies, whether civilasserted or claimed prior to, criminalat or after the Second Merger Effective Time, administrativeincluding in connection with (i) the transactions contemplated by this Agreement, investigativeand (ii) actions to enforce this provision or any other indemnification or advancement right of any D&O Indemnified Party. The Surviving Company shall (and Parent shall cause the Surviving Company to) also advance reasonable documented out-of-pocket expenses in connection with any such Action described in the foregoing sentence as incurred to the fullest extent permitted to do so under applicable Law and the Acquired Companies’ Governing Documents in effect as of the date of this Agreement; provided that any Person to whom expenses are advanced shall, appellateat the time of and as a condition to such advancement, formal provide a written undertaking to promptly repay such advances if it is ultimately determined by final adjudication that such Person is not entitled to indemnification in connection with such Action. (b) On or informal prior to the Condition Satisfaction Date, the Company shall purchase a prepaid directors’ and officers’ liability insurance policy or policies (a i.e., “Proceedingtail coverage”) (the “D&O Tail”), which policy or policies shall cover those persons who are currently covered by reason any Acquired Company’s directors’ and officers’ liability insurance policy or policies on terms with respect to coverage and amount that are no less favorable than those of such policy or policies for an aggregate period of not less than six years from the fact Closing Date (the “Tail Period”) with respect to claims arising from acts or omissions that he is occurred at or was a directorbefore the Second Merger Effective Time, officerincluding with respect to the transactions contemplated by this Agreement. (c) During the Tail Period, memberParent shall (i) cause the Acquired Companies’ respective Governing Documents to contain provisions with respect to indemnification and exculpation from liability no less favorable to the D&O Indemnified Parties than those set forth in the Acquired Companies’ respective Governing Documents on the date of this Agreement, employeewhich provisions shall not be amended, agentrepealed or otherwise modified after the Effective Time in any manner that would adversely affect the rights thereunder of any D&O Indemnified Party except as may be expressly required by Applicable Law, managerand (ii) cause the Surviving Company, trusteethe Acquired Companies and any of their successors or assigns to honor all rights to indemnification and exculpation from liabilities pursuant to any indemnification agreements between the D&O Indemnified Parties and Acquired Companies as in effect on the date of this Agreement. (d) If Parent, consultant or representative of the Surviving Company or any of its Affiliates 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, in each case, during the Tail Period, then, and in each such case, proper provisions shall be made so that the successors and assigns of Parent or the Surviving Company, as the case may be, shall assume all of the obligations set forth in this Section 9.06. (e) The rights of the D&O Indemnified Parties under this Section 9.06 are in addition to any rights such D&O Indemnified Parties may have under the Governing Documents of the Acquired Companies, 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 was serving at has been in existence with respect to the request of the Company or Acquired Companies for any of its Affiliatestheir respective directors, officers or other employees (it being understood that the indemnification provided for in this Section 9.06 is not prior to or in connection with his service hereunder, as a director, officer, member, employee, agent, manager, trustee, consultant or representative substitution of another person or entity, or if any claim, demand, request, investigation, dispute, controversy, threat, discovery request, or request for testimony or information such claims under such policies). (a “Claim”f) is made, is threatened The terms and provisions of this Section 9.06 are intended to be made, or is reasonably anticipated to be made, that arises out of or relates to the Executive’s service in enforceable by any of the foregoing capacitiesD&O Indemnified Parties and their respective heirs and Representatives, then the Executive shall promptly be indemnified and held harmless by the Company to the fullest extent permitted or authorized by the corporate governance documents each of the Company, or if greater, by applicable law, against any and all costs, expenses, liabilities and losses (including, without limitation, attorneys' and other professional fees and charges, judgments, interest, expenses whom is an intended third-party beneficiary of investigation, penalties, fines, ERISA excise taxes or penalties and amounts paid or to be paid in settlement) incurred or suffered by the Executive in connection therewith or in connection with seeking to enforce his rights under this Section 12.1, and such indemnification shall continue as to the Executive even if he has ceased to be a director, officer, member, employee, agent, manager, trustee, consultant or representative of the Company or other person or entity and shall inure to the benefit of his heirs, executors and administrators. The Executive shall be entitled to prompt advancement by the Company of any and all costs and expenses (including, without limitation, attorneys’ and other professional fees and charges) incurred by him in connection with any such Proceeding or Claim, or in connection with seeking to enforce his rights under this Section 12.1, any such advancement to be made within fifteen (15) days after the Executive gives written notice to the Company, supported by reasonable documentation, requesting such advancement. Such notice shall include an undertaking by the Executive to repay the amount advanced if he is ultimately determined not to be entitled to indemnification against such costs and expenses. Nothing in this Agreement shall operate to limit or extinguish any right to indemnification, advancement of expenses, or contribution that the Executive would otherwise have (including, without limitation, by agreement or under applicable law)9.06. 12.2 Neither the failure of the Company (including its Board, independent legal counsel or stockholders) to have made a determination prior to the commencement of any Proceeding or Claim concerning payment of amounts claimed by the Executive under Section 12.1 that indemnification of the Executive is proper because he has met the applicable standard of conduct, nor a determination by the Company (including its Board, independent legal counsel or stockholders) that the Executive has not met such applicable standard of conduct, shall create a presumption that the Executive has not met the applicable standard of conduct. 12.3 A directors' and officers' liability insurance policy (or policies) shall be kept in place, during the Employment Term and for at least six (6) years thereafter, providing coverage to the Executive that is no less favorable to him in any respect (including, without limitation, with respect to scope, exclusions, amounts, and deductibles) than the coverage then being provided to any other present or former senior executive or director of the Company.

Indemnification; D&O Insurance. 12.1 If The Company shall promptly indemnify you to the Executive is made maximum extent permitted by law against all liabilities, losses, damages Xx. Xxxxx Xxxxxxxx and expenses (including but not limited to reasonable attorneys’, accountants’, investment or other advisor and expert witness fees) actually and reasonably incurred by you in connection with any claim or proceeding arising out of, or relating to, your services for the Company. Expenses (including attorneys’ fees) that you incur in defending a partythreatened or pending civil, is threatened criminal, administrative or investigative action, suit or proceeding shall be paid by the Company in advance of the final disposition of such action, suit or proceeding within thirty (30) days after receipt by the Company of (a) a statement or statements from you requesting such advance or advances from time to time, and (b) an undertaking by you or on your behalf to repay such amount or amounts, only if, and to the extent that, it shall ultimately be determined that you are not entitled to be made a partyindemnified by the Company as authorized by this Agreement or otherwise. Advances shall be unsecured and interest-free. In the event that final disposition of any such action, suit or reasonably anticipates being made a partyproceeding determines that you are not entitled to be indemnified for expenses for which you have received payment or reimbursement, you shall repay such amount to the Company within ninety (90) days of your receipt of an accounting in writing from the Company of the amount owing. Promptly after your receipt of notice of the commencement of any actual, threatened or reasonably anticipated action, suit or proceeding, whether civil, criminal, administrative, investigative, appellate, formal or informal (a “Proceeding”) by reason you shall notify the Company of the fact commencement thereof. Your failure to promptly notify the Company of the commencement of the action, suit or proceeding, or your request for indemnification, will not relieve the Company from any liability that he it may have to you hereunder, except to the extent the Company is prejudiced in its defense of such action, suit or was proceeding as a directorresult of such failure. In the event the Company is obligated to pay your expenses with respect to an action, officersuit or proceeding, memberas provided in this Agreement, employeethe Company shall be entitled to assume the defense of such action, agentsuit or proceeding, managerwith counsel reasonably acceptable to you, trusteeupon the delivery to you of written notice of the Company’s election to do so. After delivery of such notice, consultant your approval of such counsel and the retention of such counsel by the Company, the Company will not be liable to you for any fees of counsel that you subsequently incur with respect to the same action, suit or representative proceeding, provided that (1) you shall have the right to employ your own counsel in such action, suit or proceeding at your expense and (2) if (i) your employment of counsel has been previously authorized in writing by the Company, (ii) counsel to the Company or you shall have reasonably concluded that there may be a conflict of interest or position, or reasonably believes that a conflict is likely to arise, on any significant issue between the Company and you in the conduct of any such defense or (iii) the Company shall not, in fact, have employed counsel to assume the defense of such action, suit or proceeding, then the fees and expenses of your counsel shall be at the Company’s expense, except as otherwise expressly provided by this Agreement. The Company shall not be entitled, without your consent, to assume the defense of any claim brought by or in the right of the Company or any of its Affiliates or is or was serving at the request of as to which counsel for the Company or any of its Affiliates, or you shall have reasonably made the conclusion provided for in connection with his service hereunder, as a director, officer, member, employee, agent, manager, trustee, consultant or representative of another person or entity, or if any claim, demand, request, investigation, dispute, controversy, threat, discovery request, or request for testimony or information clause (a “Claim”ii) is made, is threatened to be made, or is reasonably anticipated to be made, that arises out of or relates to the Executive’s service in any of the foregoing capacities, then the Executive shall promptly be indemnified and held harmless by the Company to the fullest extent permitted or authorized by the corporate governance documents of the Company, or if greater, by applicable law, against any and all costs, expenses, liabilities and losses (including, without limitation, attorneys' and other professional fees and charges, judgments, interest, expenses of investigation, penalties, fines, ERISA excise taxes or penalties and amounts paid or to be paid in settlement) incurred or suffered by the Executive in connection therewith or in connection with seeking to enforce his above. Your rights under this Section 12.1paragraph shall apply both during your employment and at all times thereafter, and such shall be in addition to, not in lieu of, any other rights to indemnification shall continue as to or advancement you may have under the Executive even if he has ceased to be a directorCompany’s organizational documents or insurance policies, officeror under applicable law or otherwise. In addition, memberduring your employment and for six years thereafter, employee, agent, manager, trustee, consultant or representative of the Company or other person or entity and shall inure to the benefit of his heirs, executors and administrators. The Executive you shall be entitled to prompt advancement by the Company of any and all costs and expenses (including, without limitation, attorneysdirectors’ and other professional fees and charges) incurred by him in connection with any such Proceeding or Claim, or in connection with seeking to enforce his rights under this Section 12.1, any such advancement to be made within fifteen (15) days after the Executive gives written notice to the Company, supported by reasonable documentation, requesting such advancement. Such notice shall include an undertaking by the Executive to repay the amount advanced if he is ultimately determined not to be entitled to indemnification against such costs and expenses. Nothing in this Agreement shall operate to limit or extinguish any right to indemnification, advancement of expenses, or contribution that the Executive would otherwise have (including, without limitation, by agreement or under applicable law). 12.2 Neither the failure of the Company (including its Board, independent legal counsel or stockholders) to have made a determination prior to the commencement of any Proceeding or Claim concerning payment of amounts claimed by the Executive under Section 12.1 that indemnification of the Executive is proper because he has met the applicable standard of conduct, nor a determination by the Company (including its Board, independent legal counsel or stockholders) that the Executive has not met such applicable standard of conduct, shall create a presumption that the Executive has not met the applicable standard of conduct. 12.3 A directors' and officers' liability ’ insurance policy (or policies) shall be kept in place, during the Employment Term and for at least six (6) years thereafter, providing coverage to the Executive that is no less favorable to him you in any respect (including, without limitation, with respect to scope, exclusions, amounts, and deductibles) than the coverage then being provided to enjoyed by any other present individual with respect to his or former senior executive her service as a director or director of officer during the Company.Retention Period. Xx. Xxxxx Xxxxxxxx

Indemnification; D&O Insurance. 12.1 If (a) From and after the Executive Effective Time, Parent shall cause the Surviving Corporation to indemnify, defend and hold harmless each person who is made a party, is threatened to be made a partynow, or reasonably anticipates being made has been at any time prior to the date hereof or who becomes prior to the Effective Time, a party, to any actual, threatened director or reasonably anticipated action, suit or proceeding, whether civil, criminal, administrative, investigative, appellate, formal or informal (a “Proceeding”) by reason of the fact that he is or was a director, officer, member, employee, agent, manager, trustee, consultant or representative officer of the Company or any of its Affiliates Subsidiaries (the "Indemnified Parties") from and against all losses, claims, damages, costs and expenses (including attorneys' fees and expenses), liabilities, judgments and, subject to the proviso of this sentence, settlement amounts that are paid or incurred in connection with any pending, threatened or completed claim, action, suit, formal or informal proceeding, formal or informal investigation or formal or informal inquiry (whether civil, criminal, administrative or investigative and whether asserted or claimed prior to, at or after the Effective Time) that is (i) based on, or arises out of, the fact that such Indemnified Party is or was serving at the request a director or officer of the Company or any of its AffiliatesSubsidiaries or (ii) based on, or arising out of, or pertaining hereto or the transactions contemplated hereby, in each case under clause (i) or clause (ii) above, to the fullest extent a corporation is permitted under applicable Law to indemnify its own directors or officers, as the case may be; provided, however, that after the Effective Time the Surviving Corporation may elect to provide officers of the Company and its Subsidiaries with the same indemnification as Parent provides to officers of its Subsidiaries with respect to any fact, matter, event or circumstance arising after the Effective Time relating to the matters covered by clause (i) above, such same indemnification to be provided with respect to such fact, matter, event or circumstance in lieu of the indemnification set forth in this Section 6.11; provided, further, that notwithstanding the foregoing proviso, all Indemnified Parties shall continue to be indemnified following the Effective Time under the terms set forth in this Section 6.11 with respect to the matters covered by clause (ii) above. Without limiting the foregoing, in the event that any such claim, action, suit, proceeding, investigation or inquiry is brought against any Indemnified Party (whether prior to or after the Effective Time), (A) the Surviving Corporation shall have the right to assume the defense thereof with legal counsel of Parent's choosing and neither Parent nor the Surviving Corporation shall be liable to such Indemnified Party for any legal expenses of other counsel or any expenses subsequently incurred by such Indemnified Party in connection with his service hereunderthe defense thereof; provided, as however, that such Indemnified Party may employ counsel of its own choosing, and Parent shall cause the Surviving Corporation to pay such Indemnified Party for reasonable legal expenses of such counsel, if under applicable standards of professional conduct the counsel selected by Parent may be reasonably determined by counsel consulted by such Indemnified Party, to have a directorconflict representing the Surviving Corporation and the Indemnified Party in the conduct of the defense of an action, officerand (B) the Surviving Corporation shall not be liable for any settlement of any claim effected without its written consent (which consent shall not be unreasonably withheld, memberdelayed or conditioned). Any Indemnified Party wishing to obtain indemnification under this Section 6.11(a), employee, agent, manager, trustee, consultant or representative upon learning of another person or entity, or if any claim, demandaction, requestsuit, investigationproceeding, disputeinvestigation or inquiry, controversyshall promptly notify Parent thereof; provided, threathowever, discovery requestthe failure of any Indemnified Party to give such notice shall not waive any rights of the Indemnified Party under this Section 6.11 except to the extent that the rights of the Surviving Corporation or Parent are actually materially prejudiced thereby). In the event the Surviving Corporation does not assume the defense of an action in accordance with this Section 6.11(a), (w) the Indemnified Parties as a group seeking indemnification with respect to the same or a substantially related matter may retain only one law firm with respect to such matter except to the extent that under applicable standards of professional conduct, such counsel would have a conflict representing such Indemnified Party and any other Indemnified Party or Indemnified Parties, (x) Parent shall cause the Surviving Corporation to pay all expenses of the disposition of any such claim, action, suit, proceeding, investigation or inquiry to each Indemnified Party to the full extent permitted by applicable Law promptly after statements therefor are received and otherwise advance to such Indemnified Party upon request for testimony or information (a “Claim”) is madereimbursement of documented expenses reasonably incurred, is threatened in either case to be madethe extent not prohibited by the WBCL; provided, or is reasonably anticipated to be madehowever, that arises out the person to whom expenses are advanced provides an undertaking if required by applicable Law to repay such advance if it is ultimately determined that such person is not entitled to indemnification, (y) Parent shall cause the Surviving Corporation to pay all reasonable fees and expenses of or relates such counsel for the Indemnified Parties and all costs and expenses of the Indemnified Parties in connection with seeking and obtaining indemnification from the Surviving Corporation, from time to time, in each case within three (3) Business Days of the receipt by Parent of a statement from such counsel for the Indemnified Parties and (z) Parent shall cause the Surviving Corporation to use reasonable best efforts to assist in the defense of any such matter. In the event of any dispute as to whether an Indemnified Party's conduct complies with the standards set forth under applicable Law and as applicable, the Company Organizational Documents and the Company Subsidiary Organizational Documents, a determination shall be made by independent counsel reasonably acceptable to the Executive’s service Surviving Corporation and the Indemnified Party. Without limiting the foregoing, to the extent that any Indemnified Party is, by reason of the fact that such Indemnified Party is or was a director or officer of the Company or any of its Subsidiaries, a witness in any of the foregoing capacitiesclaim, then the Executive action, suit, proceeding, investigation or inquiry to which such Indemnified Party is not a party, such Indemnified Party shall promptly be indemnified and held harmless by the Company to the fullest extent permitted or authorized by the corporate governance documents of the Company, or if greater, by applicable law, against any and all costs, expenses, liabilities and losses (including, without limitation, attorneys' and other professional fees and charges, judgments, interest, expenses of investigation, penalties, fines, ERISA excise taxes or penalties and amounts paid or to be paid in settlement) incurred or suffered by the Executive in connection therewith or in connection with seeking to enforce his rights under this Section 12.1, and such indemnification shall continue as to the Executive even if he has ceased to be a director, officer, member, employee, agent, manager, trustee, consultant or representative of the Company or other person or entity and shall inure to the benefit of his heirs, executors and administrators. The Executive shall be entitled to prompt advancement by the Company of any and all costs and expenses (including, without limitation, attorneys’ and other professional fees and charges) incurred by him in connection therewith. (b) The Surviving Corporation shall not enter into any settlement of any claim in which the Surviving Corporation is jointly liable with an Indemnified Party (or would be if joined in such claim) unless such settlement provides for a full and final release of all claims asserted against such Indemnified Party. (c) Except to the extent required by Applicable Law, neither Parent nor the Surviving Corporation shall take any action so as to amend, modify, limit or repeal the provisions for indemnification of Indemnified Parties contained in the certificates or articles of incorporation or bylaws (or other comparable organizational documents) of the Surviving Corporation and its Subsidiaries (which as of the Effective Time shall be no less favorable to such Proceeding or Claim, or individuals than those maintained by the Company and its Subsidiaries on the date hereof) in connection with seeking to enforce his such a manner as would adversely affect the rights under this Section 12.1, of any such advancement Indemnified Party to be made within fifteen (15) days after the Executive gives written notice to the Company, supported indemnified by reasonable documentation, requesting such advancement. Such notice shall include an undertaking by the Executive to repay the amount advanced if he is ultimately determined not to be entitled to indemnification against corporations in respect of their serving in such costs and expenses. Nothing in this Agreement shall operate to limit or extinguish any right to indemnification, advancement of expenses, or contribution that the Executive would otherwise have (including, without limitation, by agreement or under applicable law). 12.2 Neither the failure of the Company (including its Board, independent legal counsel or stockholders) to have made a determination capacities prior to the commencement Effective Time. The Surviving Corporation shall honor all of any Proceeding or Claim concerning payment of amounts claimed by the Executive under Section 12.1 that its indemnification obligations existing as of the Executive is proper because he has met the applicable standard of conduct, nor a determination by the Company (including its Board, independent legal counsel or stockholders) that the Executive has not met such applicable standard of conduct, shall create a presumption that the Executive has not met the applicable standard of conductEffective Time. 12.3 A (d) For a period of six (6) years after the Effective Time, Parent shall cause to be maintained in effect the current policies of directors' and officers' liability insurance policy maintained by the Company (provided that Parent may substitute therefor "tail" or policies) shall be kept in place, during the Employment Term other policies with reputable and for financially sound carriers of at least six (6) years thereafter, providing the same coverage to the Executive and amounts containing terms and conditions that is are no less favorable to him advantageous in any respect (including, without limitation, the aggregate) with respect to scopeclaims arising from or related to facts or events that occurred at or before the Effective Time; provided, exclusionshowever, amountsthat Parent shall not be obligated to make annual premium payments for such insurance to the extent such premiums exceed 300% of the annual premiums paid as of the date hereof by the Company for such insurance (such 300% amount, the "Maximum Premium"). If such insurance coverage can only be obtained at an annual premium in excess of the Maximum Premium, Parent shall obtain and maintain one or more policies with the greatest coverage available for an annual premium equal to the Maximum Premium. (e) The provisions of this Section are intended to be for the benefit of, and deductiblesshall be enforceable by, each Indemnified Party and each party entitled to insurance coverage under Section 6.11(d), respectively, and his or her heirs and legal representatives, and shall be in addition to, and shall not impair, any other rights an Indemnified Party may have under the Company Organizational Documents or the Company Subsidiary Organizational Documents, as applicable, or the comparable organization documents of the Surviving Corporation or any of its Subsidiaries, under applicable Law or otherwise. Parent shall ensure that the Surviving Corporation complies with all of its obligations under this Section 6.11. (f) than In the coverage then being provided event that Parent or the Surviving Corporation or any of their respective successors or assigns (i) consolidates with or merges into any other Person and is not the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers or conveys all or substantially all its properties and assets to any other present Person, then, and in each such case, Parent shall cause proper provisions to be made so that the successors and assigns of Parent or former senior executive the Surviving Corporation, as the case may be, assume the obligations set forth in this Section 6.11. The obligations of Parent and the Surviving Corporation under this Section 6.11 shall not be terminated or director modified in such a manner as to adversely affect any indemnitee to whom this Section 6.11 applies without the express written consent of such affected indemnitee (it being expressly agreed that the Companyindemnitees to whom this Section 6.11 applies shall be Third Party beneficiaries of this Section 6.11).

Indemnification; D&O Insurance. 12.1 If 1. In the Executive is made a party, is threatened to be made a party, or reasonably anticipates being made a party, to event of any actual, threatened or reasonably anticipated actual claim, action, suit suit, proceeding or proceedinginvestigation, whether civil, criminal, criminal or administrative, investigativeincluding without limitation any such claim, appellateaction, formal suit, proceeding or informal investigation in which any person who is now, or has been at any time prior to the date of this Agreement, or who becomes prior to the Effective Time, a director or officer of the Company or any of its Subsidiaries (the "Indemnified Parties") is, or is threatened to be, made a “Proceeding”party based in whole or in part on, or arising in whole or in part out of, or pertaining to (i) by reason of the fact that he is or was a director, officer, member, employee, agent, manager, trustee, consultant director or representative officer of the Company Company, any of its Subsidiaries or any of its Affiliates their respective predecessors or is or was serving at the request of the Company (ii) this Agreement or any of its Affiliatesthe transactions contemplated hereby, whether in any case asserted or in connection with his service hereunderarising before or after the Effective Time, the parties hereto agree to cooperate and use their best efforts to defend against and respond thereto. It is understood and agreed that after the Effective Time, to the extent, if any, not provided by an existing right of indemnification or other agreement or policy, the Parent shall indemnify and hold harmless, as a director, officer, member, employee, agent, manager, trustee, consultant or representative of another person or entity, or if any claim, demand, request, investigation, dispute, controversy, threat, discovery request, or request for testimony or information (a “Claim”) is made, is threatened to be made, or is reasonably anticipated to be made, that arises out of or relates to the Executive’s service in any of the foregoing capacities, then the Executive shall promptly be indemnified and held harmless by the Company to the fullest extent permitted or authorized by law and the corporate governance documents charter and by-laws of the Companyrelevant entity, each such Indemnified Party against any losses, claims, damages, liabilities, costs, expenses (including reasonable attorney's fees and expenses in advance of the final disposition of any claim, suit, proceeding or if greater, investigation to each Indemnified Party to the fullest extent permitted by law upon receipt of any undertaking required by applicable law, against any and all costs, expenses, liabilities and losses (including, without limitation, attorneys' and other professional fees and charges), judgments, interest, expenses of investigation, penalties, fines, ERISA excise taxes or penalties fines and amounts paid or to be paid in settlement) incurred or suffered by the Executive in connection therewith or in connection with seeking to enforce his rights under this Section 12.1, and such indemnification shall continue as to the Executive even if he has ceased to be a director, officer, member, employee, agent, manager, trustee, consultant or representative of the Company or other person or entity and shall inure to the benefit of his heirs, executors and administrators. The Executive shall be entitled to prompt advancement by the Company of any and all costs and expenses (including, without limitation, attorneys’ and other professional fees and charges) incurred by him settlement in connection with any such Proceeding threatened or Claimactual claim, action, suit, proceeding or investigation. In the event of any such threatened or actual claim, action, suit, proceeding or investigation (whether asserted or arising before or after the Effective Time), the Indemnified Parties may retain counsel reasonably satisfactory to them after consultation with the Parent; provided, however, that (i) the Parent shall have the right to assume the defense thereof and upon such assumption the Parent shall not be liable to any Indemnified Party in connection with seeking the defense thereof, except that if the Parent elects not to enforce his rights assume such defense or counsel for the Indemnified Parties reasonably advises the Indemnified Parties that there are issues which raise conflicts of interest between the Parent and the Indemnified Parties, the Indemnified Parties may retain counsel reasonably satisfactory to them after consultation with the Parent, and the Parent shall pay the reasonable fees and expenses of such counsel for the Indemnified Parties, (ii) the Parent shall be obligated pursuant to this paragraph to pay for only one counsel in any jurisdiction for all Indemnified Parties, (iii) the Parent shall not be liable for any settlement effected without its prior written consent (which consent shall not be unreasonably withheld) and (iv) the Parent shall have no obligation hereunder to any Indemnified Party when and if a court of competent jurisdiction shall ultimately determine, and such determination shall have become final and nonappealable, that indemnification of such Indemnified Party in the manner contemplated hereby is prohibited by applicable law. Any Indemnified Party wishing to claim indemnification under this Section 12.1, 5.16 upon learning of any such advancement claim, action, suit, proceeding or investigation shall notify the Parent thereof, provided that the failure to be so notify shall not affect the obligations of the Parent under this Section 5.16 except to the extent such failure to notify materially prejudices the Parent. The Company's obligations under this Section 5.16(a) shall continue in full force and effect for a period of six (6) years from the Effective Time, provided, however, that all rights to indemnification in respect of any claim asserted or made within fifteen (15) days such period shall continue until the final disposition of such claim. 2. From and after the Executive gives written notice to Effective Time, the Company, supported by reasonable documentation, requesting such advancement. Such notice shall include an undertaking by Surviving Corporation will fulfill and honor in all respects the Executive to repay the amount advanced if he is ultimately determined not to be entitled to indemnification against such costs and expenses. Nothing in this Agreement shall operate to limit or extinguish any right to indemnification, advancement of expenses, or contribution that the Executive would otherwise have (including, without limitation, by agreement or under applicable law). 12.2 Neither the failure obligations of the Company (including its Board, independent legal counsel or stockholders) pursuant to have made a determination the provisions of the Articles of Incorporation and the Bylaws of the Company as in effect immediately prior to the commencement Effective Time. 3. For a period of any Proceeding or Claim concerning payment of amounts claimed six (6) years after the Effective Time, the Parent shall cause the Surviving Corporation to maintain (to the extent available in the market) in effect a directors' and officers' liability insurance policy covering those persons who are currently covered by the Executive under Section 12.1 that indemnification of the Executive is proper because he has met the applicable standard of conduct, nor a determination by the Company (including its Board, independent legal counsel or stockholders) that the Executive has not met such applicable standard of conduct, shall create a presumption that the Executive has not met the applicable standard of conduct. 12.3 A Company's directors' and officers' liability insurance policy (a copy of which has been heretofore delivered to the Parent) with coverage in amount and scope at least as favorable as the Company's existing coverage (which coverage may be an endorsement extending the period in which claims may be made under such existing policy); provided that in no event shall the Parent or policiesthe Surviving Corporation be required to expend per year under this Section 5.16(c) more than an aggregate of 150% of the current annual premium expended by the Company to provide such coverage; and, further provided that if the premium for such coverage exceeds such amount, the Parent or the Surviving Corporation shall purchase a policy with the greatest coverage available for such 150% of the current annual premium. 4. In the event the Parent 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 or conveys all or substantially all of its assets to any person, then, and in each such case, to the extent necessary, proper provision shall be kept made so that the successors and assigns of the Parent assume the obligations set forth in place, during this Section 5.16. 5. The provisions of this Section 5.16 are intended to be for the Employment Term and for at least six (6) years thereafter, providing coverage to the Executive that is no less favorable to him in any respect (including, without limitation, with respect to scope, exclusions, amountsbenefit of, and deductibles) than shall be enforceable by, each Indemnified Party and his or her heirs and representatives, and nothing herein shall affect any indemnification rights that any Indemnified Party and his or her heirs and representatives may have under the coverage then being provided to any other present or former senior executive or director Bylaws of the CompanyCompany or any of its Subsidiaries, any contract or applicable law.

Indemnification; D&O Insurance. 12.1 If (i) The Company shall indemnify and hold harmless, to the fullest extent permitted by the Certificate and Bylaws and applicable law as it presently exists or may hereafter be amended, and upon request advance expenses to Executive in the event he is made or was a party, party or is or was threatened to be made a party, or reasonably anticipates being made a party, party to any actual, threatened or reasonably anticipated action, suit suit, or proceeding, whether civil, criminal, administrative, investigative, appellate, formal administrative or informal investigative (a “Proceeding”) ), by reason of the fact that he is or was a director, officer, member, employee, agent, manager, trustee, consultant or representative of his employment by the Company or any of its Affiliates subsidiaries or is or was serving at the request of the affiliates, against expenses (including counsel fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by Executive. (ii) The Company or any of its Affiliates, or in connection with his service hereunder, as a director, officer, member, employee, agent, manager, trustee, consultant or representative of another person or entity, or if any claim, demand, request, investigation, dispute, controversy, threat, discovery request, or request for testimony or information (a “Claim”) is made, is threatened to be made, or is reasonably anticipated to be made, that arises out of or relates to the Executive’s service in any of the foregoing capacities, then the Executive shall promptly be indemnified and held harmless by the Company to the fullest extent permitted not prohibited by applicable law pay the expenses (including attorneys’ fees) incurred by Executive in defending any Proceeding in advance of its final disposition, provided, however, that, to the extent required by law, such payment of expenses in advance of the final disposition of the Proceeding shall be made only upon receipt of an undertaking by Executive to repay all amounts advanced if it should be ultimately determined that Executive is not entitled to be indemnified under this Section 10(c) or authorized otherwise. (iii) The rights conferred on Executive by this Section 10(c) shall not be exclusive of (and shall not limit or be secondary to) any other rights which Executive may have or hereafter acquire under the corporate governance documents Indemnification Agreement, dated March 16, 2021, by and between Executive and the Company (as successor to Coupang, LLC), any statute, any provision of the Company, ’s certificate of incorporation or if greater, by applicable law, against any and all costs, expenses, liabilities and losses (including, without limitation, attorneys' and other professional fees and charges, judgments, interest, expenses of investigation, penalties, fines, ERISA excise taxes or penalties and amounts paid or to be paid in settlement) incurred or suffered by the Executive in connection therewith or in connection with seeking to enforce his rights under this Section 12.1, and such indemnification shall continue as to the Executive even if he has ceased to be a director, officer, member, employee, agent, manager, trustee, consultant or representative of the Company or other person or entity and shall inure to the benefit of his heirs, executors and administrators. The Executive shall be entitled to prompt advancement by the Company of any and all costs and expenses (including, without limitation, attorneys’ and other professional fees and charges) incurred by him in connection with any such Proceeding or Claim, or in connection with seeking to enforce his rights under this Section 12.1Company’s bylaws, any such advancement to be made within fifteen agreement, any vote of stockholders or disinterested directors or otherwise (15) days after the Executive gives written notice to including any indemnification or insurance separate from the Company, supported by reasonable documentation, requesting such advancement. Such notice shall include an undertaking by the Executive to repay the amount advanced if he is ultimately determined not to be entitled to indemnification against such costs and expenses. Nothing in this Agreement shall operate to limit or extinguish any right to indemnification, advancement of expenses, or contribution that the Executive would otherwise have (including, without limitation, by agreement or under applicable law). 12.2 Neither (iv) Any right to indemnification or to advancement of expenses of Executive arising hereunder shall not be eliminated or impaired by an amendment to or termination of this Agreement after the failure occurrence of the Company (including its Board, independent legal counsel act or stockholders) to have made a determination prior to omission that is the commencement of any Proceeding or Claim concerning payment of amounts claimed by the Executive under Section 12.1 that indemnification subject of the Executive civil, criminal, administrative or investigative Proceeding for which indemnification or advancement of expenses is proper because he has met the applicable standard of conduct, nor a determination by the Company (including its Board, independent legal counsel or stockholders) that the Executive has not met such applicable standard of conduct, shall create a presumption that the Executive has not met the applicable standard of conductsought. 12.3 A directors' and officers' liability insurance policy (or policies) shall be kept in place, during the Employment Term and for at least six (6) years thereafter, providing coverage to the Executive that is no less favorable to him in any respect (including, without limitation, with respect to scope, exclusions, amounts, and deductibles) than the coverage then being provided to any other present or former senior executive or director of the Company.

Indemnification; D&O Insurance. 12.1 If the Executive is made a party, is threatened to be made a party, or reasonably anticipates being made a party, to any actual, threatened or reasonably anticipated action, suit or proceeding, whether civil, criminal, administrative, investigative, appellate, formal or informal (a “Proceeding”) by reason of the fact that he is or was a director, officer, member, employee, agent, manager, trustee, consultant or representative of the Company or any of its Affiliates or is or was serving at the request of the Company or any of its Affiliates, or in connection with his service hereunder, as a director, officer, member, employee, agent, manager, trustee, consultant or representative of another person or entity, or if any claim, demand, request, investigation, dispute, controversy, threat, discovery request, or request for testimony or information (a “Claim”) is made, is threatened to be made, or is reasonably anticipated to be made, that arises out of or relates to the Executive’s service in any of the foregoing capacities, then the Executive shall promptly be indemnified and held harmless by the Company to the fullest extent permitted or authorized by the corporate governance documents of the Company, or if greater, by applicable law, against any and all costs, expenses, liabilities and losses (including, without limitation, attorneys' and other professional fees and charges, judgments, interest, expenses of investigation, penalties, fines, ERISA excise taxes or penalties and amounts paid or to be paid in settlement) incurred or suffered by the Executive in connection therewith or in connection with seeking to enforce his rights under this Section 12.1, and and, notwithstanding anything herein to the contrary, such indemnification shall survive the termination of this Agreement and shall continue as to the Executive even if he has ceased to be a director, officer, member, employee, agent, manager, trustee, consultant or representative of the Company or other person or entity and shall inure to the benefit of his heirs, executors and administrators. The Executive shall be entitled to prompt advancement by the Company of any and all costs and expenses (including, without limitation, attorneys’ and other professional fees and charges) incurred by him in connection with any such Proceeding or Claim, or in connection with seeking to enforce his rights under this Section 12.1, any such advancement to be made within fifteen (15) days after the Executive gives written notice to the Company, supported by reasonable documentation, requesting such advancement. Such notice shall include an undertaking by the Executive to repay the amount advanced if he is ultimately determined not to be entitled to indemnification against such costs and expenses. Nothing in this Agreement shall operate to limit or extinguish any right to indemnification, advancement of expenses, or contribution that the Executive would otherwise have (including, without limitation, by agreement or under applicable law). 12.2 Neither the failure of the Company (including its Board, independent legal counsel or stockholders) to have made a determination prior to the commencement of any Proceeding or Claim concerning payment of amounts claimed by the Executive under Section 12.1 that indemnification of the Executive is proper because he has met the applicable standard of conduct, nor a determination by the Company (including its Board, independent legal counsel or stockholders) that the Executive has not met such applicable standard of conduct, shall create a presumption that the Executive has not met the applicable standard of conduct. 12.3 A directors' and officers' liability insurance policy (or policies) shall be kept in place, during the Employment Term and for at least six (6) years thereafter, providing coverage to the Executive that is no less favorable to him in any respect (including, without limitation, with respect to scope, exclusions, amounts, and deductibles) than the coverage then being provided to any other present or former senior executive or director of the CompanyPXRE Group and its Affiliates.

Indemnification; D&O Insurance. 12.1 If (a) In the Executive is made a party, is threatened to be made a party, or reasonably anticipates being made a party, to event of any actual, threatened or reasonably anticipated actual claim, action, suit suit, proceeding or proceedinginvestigation, whether civil, criminal, criminal or administrative, investigativeincluding without limitation any such claim, appellateaction, formal suit, proceeding or informal investigation in which any person who is now, or has been at any time prior to the date of this Agreement, or who become prior to the Effective Time, a director or officer of the Seller or any of its Subsidiaries (the "Indemnified Parties") is, or is threatened to be, made a “Proceeding”party based in whole or in part on, or arising in whole or in part out of, or pertaining to (i) by reason of the fact that he is or was a director, officer, member, employee, agent, manager, trustee, consultant director or representative officer of the Company Seller, any of its Subsidiaries or any of its Affiliates their respective predecessors or is or was serving at the request of the Company (ii) this Agreement or any of its Affiliatesthe transactions contemplated hereby, whether in any case asserted or in connection with his service hereunderarising before or after the Effective Time, the parties hereto agree to cooperate and use their best efforts to defend against and respond thereto. It is understood and agreed that after the Effective Time, the Buyer shall indemnify and hold harmless, as a director, officer, member, employee, agent, manager, trustee, consultant or representative of another person or entity, or if any claim, demand, request, investigation, dispute, controversy, threat, discovery request, or request for testimony or information (a “Claim”) is made, is threatened to be made, or is reasonably anticipated to be made, that arises out of or relates to the Executive’s service in any of the foregoing capacities, then the Executive shall promptly be indemnified and held harmless by the Company to the fullest extent permitted or authorized by law and the corporate governance documents charter and by-laws of the Companyrelevant entity, each such Indemnified Party against any losses, claims, damages, liabilities, costs, expenses (including reasonable attorney's fees and expenses in advance of the final disposition of any claim, suit, proceeding or if greater, investigation to each Indemnified Party to the fullest extent permitted by law upon receipt of any undertaking required by applicable law, against any and all costs, expenses, liabilities and losses (including, without limitation, attorneys' and other professional fees and charges), judgments, interest, expenses of investigation, penalties, fines, ERISA excise taxes or penalties fines and amounts paid or to be paid in settlement) incurred or suffered by the Executive in connection therewith or in connection with seeking to enforce his rights under this Section 12.1, and such indemnification shall continue as to the Executive even if he has ceased to be a director, officer, member, employee, agent, manager, trustee, consultant or representative of the Company or other person or entity and shall inure to the benefit of his heirs, executors and administrators. The Executive shall be entitled to prompt advancement by the Company of any and all costs and expenses (including, without limitation, attorneys’ and other professional fees and charges) incurred by him settlement in connection with any such Proceeding threatened or Claimactual claim, action, suit, proceeding or investigation. In the event of any such threatened or actual claim, action, suit, proceeding or investigation (whether asserted or arising before or after the Effective Time), the Indemnified Parties may retain counsel reasonably satisfactory to them after consultation with the Buyer; provided, however, that (i) the Buyer shall have the right to assume the defense thereof and upon such assumption the Buyer shall not be liable to any Indemnified Party in connection with seeking the defense thereof, except that if the Buyer elects not to enforce his rights assume such defense or counsel for the Indemnified Parties reasonably advises the Indemnified Parties that there are issues which raise conflicts of interest between the Buyer and the Indemnified Parties, the Indemnified Parties may retain counsel reasonably satisfactory to them after consultation with the Buyer, and the Buyer shall pay the reasonable fees and expenses of such counsel for the Indemnified Parties, (ii) the Buyer shall be obligated pursuant to this paragraph to pay for only one counsel for all Indemnified Parties, (iii) the Buyer shall not be liable for any settlement effected without its prior written consent (which consent shall not be unreasonably withheld) and (iv) the Buyer shall have no obligation hereunder to any Indemnified Party when and if a court of competent jurisdiction shall ultimately determine, and such determination shall have become final and nonappealable, that indemnification of such Indemnified Party in the manner contemplated hereby is prohibited by applicable law. Any Indemnified Party wishing to claim indemnification under this Section 12.1, 5.11 upon learning of any such advancement claim, action, suit, proceeding or investigation shall notify the Buyer thereof, provided that the failure to be so notify shall not affect the obligations of the Buyer under this Section 5.11 except to the extent such failure to notify materially prejudices the Buyer. The Seller's obligations under this Section 5.11 shall continue in full force and effect for a period of six (6) years from the Effective Time, provided, however, that all rights to indemnification in respect of any claim asserted or made within fifteen such period shall continue until the final disposition of such claim. (15b) days From and after the Executive gives written notice Effective Time, the Surviving Corporation will fulfill and honor in all respects the indemnification obligations of the Seller pursuant to the Company, supported by reasonable documentation, requesting such advancement. Such notice shall include an undertaking by the Executive to repay the amount advanced if he is ultimately determined not to be entitled to indemnification against such costs and expenses. Nothing in this Agreement shall operate to limit or extinguish any right to indemnification, advancement of expenses, or contribution that the Executive would otherwise have (including, without limitation, by agreement or under applicable law). 12.2 Neither the failure provisions of the Company (including its Board, independent legal counsel or stockholders) to have made a determination Restated Articles of Organization and the Bylaws of the Seller as in effect immediately prior to the commencement Effective Time. (c) For a period of any Proceeding or Claim concerning payment of amounts claimed six (6) years after the Effective Time, the Buyer shall cause the Surviving Corporation to maintain (to the extent available in the market) in effect a directors' and officers' liability insurance policy covering those persons who are currently covered by the Executive under Section 12.1 that indemnification of the Executive is proper because he has met the applicable standard of conduct, nor a determination by the Company (including its Board, independent legal counsel or stockholders) that the Executive has not met such applicable standard of conduct, shall create a presumption that the Executive has not met the applicable standard of conduct. 12.3 A Seller's directors' and officers' liability insurance policy (a copy of which has been heretofore delivered to the Buyer) with coverage in amount and scope at least as favorable as the Seller's existing coverage (which coverage may be an endorsement extending the period in which claims may be made under such existing policy); provided that in no event shall the Buyer or policiesthe Surviving Corporation be required to expend per year under this Section 5.11(c) more than an aggregate of 150% of the current annual premium expended by the Seller to provide such coverage. (d) In the event the Buyer 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) transfer or conveys all or substantially all of its assets to any person, then, and in each such case, to the extent necessary, proper provision shall be kept made so that the successors and assigns of the Buyer assume the obligations set forth in place, during this Section 5.11. (e) The provisions of this Section 5.11 are intended to be for the Employment Term and for at least six (6) years thereafter, providing coverage to the Executive that is no less favorable to him in any respect (including, without limitation, with respect to scope, exclusions, amountsbenefit of, and deductibles) than shall be enforceable by, each Indemnified Party and his or her heirs and representatives, and nothing herein shall affect any indemnification rights that any Indemnified Party and his or her heirs and representatives may have under the coverage then being provided to any other present or former senior executive or director Bylaws of the CompanySeller or any of its Subsidiaries, any contract or applicable law.

Indemnification; D&O Insurance. 12.1 If To the Executive is made a partyfullest extent permitted by applicable law, is threatened the Company shall indemnify and hold harmless ZelnickMedia and its affiliates, and each of their respective members, managers, directors, officers, employees, counsel, agents, representatives, contractors and affiliates (each such individual or entity to be made referred to hereinafter as an “Indemnified Person”), from and against any loss, claim, damage or liability, joint or several, and any action in respect thereof, whether or not involving a party, or reasonably anticipates being made a third party, to any actualwhich an Indemnified Person may be subject, threatened or reasonably anticipated actioninsofar as such loss, suit or proceeding, whether civil, criminal, administrative, investigative, appellate, formal or informal (a “Proceeding”) by reason of the fact that he is or was a director, officer, member, employee, agent, manager, trustee, consultant or representative of the Company or any of its Affiliates or is or was serving at the request of the Company or any of its Affiliates, or in connection with his service hereunder, as a director, officer, member, employee, agent, manager, trustee, consultant or representative of another person or entity, or if any claim, demanddamage, requestliability or action relates to, investigation, dispute, controversy, threat, discovery request, or request for testimony or information (a “Claim”) is made, is threatened to be made, or is reasonably anticipated to be made, that arises out of or relates to the Executive’s service in results from any of the foregoing capacities, then the Executive shall promptly be indemnified and held harmless by the Company to the fullest extent permitted Covered Event (as such term is defined below) or authorized by the corporate governance documents of the Company, or if greater, by applicable law, against any and all costs, expenses, liabilities and losses (including, without limitation, attorneys' and other professional fees and charges, judgments, interest, expenses of investigation, penalties, fines, ERISA excise taxes or penalties and amounts paid or to be paid in settlement) incurred or suffered by the Executive in connection therewith or in connection with seeking to enforce his rights under this Section 12.1alleged Covered Event, and will reimburse such indemnification shall continue as to the Executive even if he has ceased to be a director, officer, member, employee, agent, manager, trustee, consultant or representative of the Company or other person or entity and shall inure to the benefit of his heirs, executors and administrators. The Executive shall be entitled to prompt advancement by the Company of any and Indemnified Person upon request for all costs and expenses (including, without limitation, reasonable attorneys’ and other professional fees and chargesdisbursements) incurred by him such Indemnified Person in connection with investigating, defending or preparing to defend against any such loss, claim, damage, liability or action, as such expenses are incurred or paid. The term “Covered Event” shall mean (a) any action taken, or services performed, by an Indemnified Person, related to or consistent with the terms of this Agreement, the 2017 Agreement, the 2014 Agreement, the 2011 Agreement or the Original Agreement (the terms “2014 Agreement,” “2011 Agreement” and “Original Agreement” shall have the meanings ascribed in the 2017 Agreement), or (b) any action taken, or omitted to be taken, by the Company or any of its managers, directors, officers, employees, agents or affiliates, in connection with any such Proceeding matter in which an Indemnified Person has been involved pursuant to this Agreement, the 2017 Agreement, the 2014 Agreement, the 2011 Agreement or Claimthe Original Agreement; provided, or in connection with seeking to enforce his rights under this Section 12.1, any such advancement to be made within fifteen (15) days after the Executive gives written notice to the Company, supported by reasonable documentation, requesting such advancement. Such notice shall include an undertaking by the Executive to repay the amount advanced if he is ultimately determined not to be entitled to indemnification against such costs and expenses. Nothing in this Agreement shall operate to limit or extinguish any right to indemnification, advancement of expenses, or contribution that the Executive would otherwise have (including, without limitation, by agreement or under applicable law). 12.2 Neither the failure of the Company (including its Board, independent legal counsel or stockholders) to have made a determination prior to the commencement of any Proceeding or Claim concerning payment of amounts claimed by the Executive under Section 12.1 that indemnification of the Executive is proper because he has met the applicable standard of conduct, nor a determination by the Company (including its Board, independent legal counsel or stockholders) that the Executive has not met such applicable standard of conduct, shall create a presumption that the Executive has not met the applicable standard of conduct. 12.3 A directors' and officers' liability insurance policy (or policies) shall be kept in place, during the Employment Term and for at least six (6) years thereafter, providing coverage to the Executive that is no less favorable to him in any respect (including, without limitation, term “Covered Event,” with respect to scopean Indemnified Person, exclusionsshall exclude any loss, amountsclaim, damage, liability or expense to the extent determined by the final judgment of a court of competent jurisdiction to have been caused from the gross negligence, fraud, bad faith or willful misfeasance of such Indemnified Person or any affiliate thereof. The Company shall cover the designees of ZelnickMedia under directors’ and deductibles) than officers’ liability insurance both during and, while potential liability exists, after the coverage then being provided to any other present or former senior executive or director term of the Companythis Agreement in amounts reasonably requested by ZelnickMedia.

Indemnification; D&O Insurance. 12.1 If (a) The certificate of incorporation and the Executive by-laws of the Surviving Corporation shall contain provisions with respect to indemnification and exculpation from liability no less favorable than the provisions set forth in the Company's articles of incorporation and by-laws on the date of this Agreement, which provisions, so long as the Surviving Corporation maintains its corporate existence and is made a partydirect or indirect Subsidiary of Parent, shall not be amended, repealed or otherwise modified for a period of six (6) years from the Effective Time in any manner that in the aggregate would have a material adverse affect on the rights thereunder of individuals who on or prior to the Effective Time were directors, officers or employees of the Company or its Subsidiaries and were entitled to indemnification under the Company's articles of incorporation and bylaws, unless such modification is threatened required by law. From and after the Effective Time, Parent and the Surviving Corporation (so long as it maintains its corporate existence and is a direct or indirect Subsidiary of Parent), except as provided in the case of clauses (A), (B) and (C) of this Section 5.15(a), shall, to be made a partythe fullest extent permitted under applicable law, or reasonably anticipates being made a partyunder the Surviving Corporation's Certificate of Incorporation or By-laws, indemnify and hold harmless, each of the directors and officers of the Company as of the date of this Agreement (the "Indemnified Parties") against any costs or expenses (including reasonable attorneys' fees), judgments, fines, losses, claims, damages, liabilities and, subject to the proviso of the next succeeding sentence, amounts paid in settlement in connection with any actualthreatened, threatened pending or reasonably anticipated completed civil claim, action, suit suit, proceeding or proceedinginvestigation arising out of any acts or omissions occurring at or prior to the Effective Time (and whether asserted or claimed prior to, whether civilat or after the Effective Time) that are, criminalin whole or in part, administrative, investigative, appellate, formal based on or informal (a “Proceeding”) by reason arising out of the fact that he such person is or was a director, officer, member, employee, agent, manager, trustee, consultant officer or representative employee of the Company or any of its Affiliates Subsidiaries or is served as a fiduciary under or was serving with respect to any employee benefit plan (within the meaning of Section 3(3) of ERISA) at the request of any time maintained by or contributed to by the Company or any of its AffiliatesSubsidiaries ("Indemnified Liabilities") and all Indemnified Liabilities to the extent they are based on or arise out of the transactions contemplated by this Agreement, in each case until the expiration of the applicable statute of limitations. If the Offer shall have been closed, then in the event of any such threatened, pending or completed claim, action, suit, proceeding, or investigation (whether or not arising before the Changeover Time or the Effective Time), (1) the Parent shall, subject to the limitations set forth herein and applicable law, pay the reasonable fees and expenses of counsel, selected by the Indemnified Parties, which counsel shall be reasonably satisfactory to the Parent promptly after statements therefor are received and otherwise advance to such Indemnified Party, upon request reimbursement of documented expenses reasonably incurred, such payments shall be made in connection with his service hereunder, as a director, officer, member, employee, agent, manager, trustee, consultant or representative advance of another person or entity, or if the final disposition of any such claim, demandaction, requestsuit, investigation, dispute, controversy, threat, discovery request, proceeding or request for testimony or information (a “Claim”) is made, is threatened investigation to be made, or is reasonably anticipated to be made, that arises out of or relates each Indemnified Party to the Executive’s service in any of the foregoing capacities, then the Executive shall promptly be indemnified and held harmless by the Company to the fullest full extent permitted or authorized by the corporate governance documents of the Company, or if greater, by applicable law, against any and all costs, expenses, liabilities and losses (provided that the person to whom expenses are advanced provides an undertaking to repay such advance if it is ultimately determined that such person is not entitled to indemnification including, without limitation, attorneys' and (A) as a matter of law or public policy, (B) as a result of a determination that such Indemnified Party breached his fiduciary duties with respect to his duty of loyalty, that such person acted or failed to act other professional fees and charges, judgments, interest, expenses than in good faith or that such person's actions or failure to act involved intentional misconduct or a knowing violation of investigation, penalties, fines, ERISA excise taxes law or penalties and amounts paid or to be paid in settlement) incurred or suffered by the Executive in connection therewith or was in connection with seeking a transaction from which the Indemnified Party derived an improper personal benefit or was in violation of D.G.C.L. §174, or (C) to enforce his rights under this Section 12.1the extent such fees and expenses are attributable to an aspect of such claim, action, suit, proceeding or investigation in which a person was not the prevailing party, (2) the Parent and the Company will cooperate in the defense of such matter, and (3) any determination required to be made with respect to whether an Indemnified Party's conduct complies with the standards set forth under applicable law and the articles of incorporation or bylaws shall be made by independent counsel mutually acceptable to the Parent and the Indemnified Party; provided, however, that the Parent shall not be liable for any settlement effected without its written consent (which consent shall not be unreasonably withheld or delayed); and provided, further, that, in the event that any claim or claims for indemnification are asserted or made within such applicable statute of limitations, all rights to indemnification in respect of any such claim or claims shall continue as to until the Executive even if he has ceased to be a director, officer, member, employee, agent, manager, trustee, consultant or representative of the Company or other person or entity and shall inure to the benefit of his heirs, executors and administrators. The Executive shall be entitled to prompt advancement by the Company disposition of any and all costs such claims. The Indemnified Parties, as a group, may retain only one law firm to represent them, subject to any requirements to associate local counsel, in each applicable jurisdiction unless there is, under applicable standards of professional conduct, a conflict on any significant issue between the positions of any two or more Indemnified Parties, in which case each Indemnified Person with respect to whom such a conflict exists (or group of such Indemnified Persons who, among them, have no such conflict) may retain one separate law firm, subject to any requirement to associate local counsel in each applicable jurisdiction. (b) In the event that the Parent or any of its successors or assigns (1) consolidates with or merges into any other Person and expenses is not the continuing or surviving corporation or entity of such consolidation or merger or (including2) transfers or conveys all or substantially all of its properties and assets to any Person, without limitationthen, attorneys’ and other professional fees in each such case, proper provision will be made so that the successors and charges) incurred by him assigns of the Parent will undertake obligations which are not materially less favorable than those set forth in connection with any such Proceeding or Claim, or in connection with seeking to enforce his rights under this Section 12.15.15. (c) The Company shall maintain in effect through the Effective Time, any such advancement to be made within fifteen (15) days and after the Executive gives written notice Effective Time, Parent shall use commercially reasonable efforts to maintain or cause Surviving Corporation (so long as the Surviving Corporation shall maintain its corporate existence and shall be a direct or indirect Subsidiary of Parent) to maintain, in effect for six (6) years after the Effective Time: (1) the Company's current directors' and officers' liability insurance or other directors' and officers' liability insurance with a reputable and financially sound insurer that provides coverage that is no less favorable than the Company's current policy, supported by reasonable documentationin each case, requesting such advancement. Such notice shall include an undertaking by the Executive to repay the amount advanced if he is ultimately determined not to be entitled to indemnification against such costs and expenses. Nothing in this Agreement shall operate to limit covering acts or extinguish any right to indemnification, advancement of expenses, or contribution that the Executive would otherwise have (including, without limitation, by agreement or under applicable law). 12.2 Neither the failure of the Company (including its Board, independent legal counsel or stockholders) to have made a determination omissions occurring prior to the commencement of any Proceeding or Claim concerning payment of amounts claimed Effective Time with respect to those persons who are currently covered by the Executive under Section 12.1 that indemnification of the Executive is proper because he has met the applicable standard of conduct, nor a determination by the Company (including its Board, independent legal counsel or stockholders) that the Executive has not met such applicable standard of conduct, shall create a presumption that the Executive has not met the applicable standard of conduct. 12.3 A Company's directors' and officers' liability insurance policy (or policies) shall be kept in place, during the Employment Term on terms with respect to such coverage and for at least six (6) years thereafter, providing coverage to the Executive that is amount no less favorable to him than those of such policy in any respect effect on the date hereof, and (including, without limitation, 2) the Company's current fiduciary liability insurance policies for employees who serve or have served as fiduciaries under or with respect to scopeany Company Benefit Plan described in Section 3.12(a) or other fiduciary liability insurance with a reputable and financially-sound insurer that provides coverage that is not materially less favorable than the Company's current policy, exclusionsin each case, amountscovering acts or omissions occurring prior to the Effective Time with respect to those persons who are currently covered by the such fiduciaries' liability insurance policy on terms with respect to such coverage and amount no less favorable than those of such policy in effect on the date hereof; provided, in each case that in no event in any year in such six year period shall the Parent or the Surviving Corporation be required to pay aggregate annual premiums for all insurance under this Section 5.15(c) in excess of 150% of the aggregate annual premiums paid by the Company for its year ending December 31, 2001 for such insurance; and provided, further, that if the annual premiums for such insurance coverage exceed such amount, the Parent shall be obligated to obtain a policy with the best coverage reasonably available, in the reasonable judgment of the Board of Directors of the Parent, for a cost up to but not exceeding such amount but such coverage in no event need be more favorable than that then afforded by Parent to its own executive officers and directors. (d) The provisions of this Section 5.15 (1) shall survive the consummation of the Merger at the Effective Time and are intended to be for the benefit of, and deductibleswill be enforceable by, each Indemnified Party, his or her heirs and his or her representatives and (2) than the coverage then being provided to are in addition to, and not in substitution for, any other present rights to indemnification or former senior executive contribution that any such person may have by contract or director of the Companyotherwise.

Indemnification; D&O Insurance. 12.1 If the Executive is made a party, is threatened to be made a party, or reasonably anticipates being made a party, to any actual, threatened or reasonably anticipated action, suit or proceeding, whether civil, criminal, administrative, investigative, appellate, formal or informal (a “Proceeding”) by reason of the fact that he is or was a director, officer, member, employee, agent, manager, trustee, consultant or representative of the Company or any of its Affiliates or is or was serving at the request of the Company or any of its Affiliates, or in connection with his service hereunder, as a director, officer, member, employee, agent, manager, trustee, consultant or representative of another person or entity, or if any claim, demand, request, investigation, dispute, controversy, threat, discovery request, or request for testimony or information (a “Claim”) is made, is threatened to be made, or is reasonably anticipated to be made, that arises out of or relates to the Executive’s service in any of the foregoing capacities, then the Executive shall promptly be indemnified and held harmless by the Company to the fullest extent permitted or authorized by the corporate governance documents of the Company, or if greater, by applicable law, against any and all costs, expenses, liabilities and losses (including, without limitation, attorneys' ’ and other professional fees and charges, judgments, interest, expenses of investigation, penalties, fines, ERISA excise taxes or penalties and amounts paid or to be paid in settlement) incurred or suffered by the Executive in connection therewith or in connection with seeking to enforce his rights under this Section 12.1, and such indemnification shall continue as to the Executive even if he has ceased to be a director, officer, member, employee, agent, manager, trustee, consultant or representative of the Company or other person or entity and shall inure to the benefit of his heirs, executors and administrators. The Executive shall be entitled to prompt advancement by the Company of any and all costs and expenses (including, without limitation, attorneys’ and other professional fees and charges) incurred by him in connection with any such Proceeding or Claim, or in connection with seeking to enforce his rights under this Section 12.1, any such advancement to be made within fifteen (15) days after the Executive gives written notice to the Company, supported by reasonable documentation, requesting such advancement. Such notice shall include an undertaking by the Executive to repay the amount advanced if he is ultimately determined not to be entitled to indemnification against such costs and expenses. Nothing in this Agreement shall operate to limit or extinguish any right to indemnification, advancement of expenses, or contribution that the Executive would otherwise have (including, without limitation, by agreement or under applicable law). 12.2 Neither the failure of the Company (including its Board, independent legal counsel or stockholders) to have made a determination prior to the commencement of any Proceeding or Claim concerning payment of amounts claimed by the Executive under Section 12.1 that indemnification of the Executive is proper because he has met the applicable standard of conduct, nor a determination by the Company (including its Board, independent legal counsel or stockholders) that the Executive has not met such applicable standard of conduct, shall create a presumption that the Executive has not met the applicable standard of conduct. 12.3 A directors' ’ and officers' ’ liability insurance policy (or policies) shall be kept in place, during the Employment Term and for at least six (6) years thereafter, providing coverage to the Executive that is no less favorable to him in any respect (including, without limitation, with respect to scope, exclusions, amounts, and deductibles) than the coverage then being provided to any other present or former senior executive or director of the Company.