Common use of Indemnification, Exculpation and Insurance Clause in Contracts

Indemnification, Exculpation and Insurance. (a) From and after the Effective Time, Parent shall, and shall cause the Surviving Corporation to, indemnify, defend and hold harmless, all past and present directors, officers and employees of the Company and its Subsidiaries (collectively, the “Indemnified Parties”) against any costs, expenses (including attorneys’ fees and expenses and disbursements), judgments, fines, losses, claims damages or liabilities incurred in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of or pertaining to (i) the fact that the Indemnified Party is or was a director, officer, employee or fiduciary of the Company or any of its Subsidiaries or is or was serving at the request of, or to represent the interest of, the Company or any of its Subsidiaries as a director, officer, partner, member, trustee, fiduciary, employee or agent of any other corporation, partnership, joint venture, limited liability company, trust, employee benefit plan or other enterprise, including any charitable or not-for profit public service organization or trade association or (ii) matters existing or occurring at or prior to the Effective Time (including with respect to acts or omissions occurring in connection with this Agreement and the consummation of the transactions contemplated hereby), whether asserted or claimed prior to, at or after the Effective Time, in each case to the fullest extent permitted by applicable Law as it presently exists or may hereafter be amended (but, in the case of any such amendment, only to the extent such amendment permits Parent or the Surviving Corporation to provide broader indemnification rights or rights of advancement of expenses than such Law permitted Parent or the Surviving Corporation to provide prior to such amendment). In the event of any proceeding or threatened action, suit, proceeding, investigation or claim (and in which indemnification could be sought by such Indemnified Party hereunder), each Indemnified Party shall be entitled to advancement of expenses incurred in the defense of any such proceeding or threatened Action from Parent or the Surviving Corporation (within 10 days of receipt by Parent or the Surviving Corporation from an Indemnified Party of a request therefor) to the fullest extent and in the manner permitted by the DGCL and the certificate of incorporation and bylaws of the Company as at the date hereof; provided, that any Person to whom expenses are advanced provides an undertaking to repay such advances if it is ultimately determined that such Person is not entitled to indemnification. (b) Without limitation to clause (a), Parent shall, and shall cause the Surviving Corporation to, to the fullest extent permitted by applicable Law, include and cause to be maintained in effect in the Surviving Corporation’s (or any successor’s) organizational documents for a period of six years after the Effective Time, provisions regarding elimination of liability of directors, and indemnification of and advancement of expenses to directors and officers of the Company, no less favorable than those contained in the Company’s organizational documents as of the date hereof. (c) In the event that either Parent or the Surviving Corporation or any of its successors or assigns (i) consolidates with or merges into any other Person and is not the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers or conveys all or substantially all of its properties, rights and other assets to any Person, then, and in each such case, Parent shall, and shall cause the Surviving Corporation to, cause proper provision to be made so that such successor or assign shall expressly assume the obligations set forth in this Section 5.07. (d) Prior to the Effective Time, the Company shall and, if the Company is unable to, Parent shall cause the Surviving Corporation as of the Effective Time to, obtain and fully pay the premium for “tail” insurance policies for the extension of directors’ and officers’ liability insurance, fiduciary liability insurance and employee practices liability insurance (to the extent applicable to directors of the Company as of the date of this Agreement) (collectively, “D&O Insurance”), in each case for a claims reporting or discovery period of six years after the Effective Time (the “Tail Period”) with respect to any claim related to matters existing or occurring at or prior to the Effective Time from the Company’s D&O Insurance carrier as of the date of this Agreement or one or more insurance carriers with the same or better credit rating as such carrier with terms, conditions, retentions and limits of liability that are at least as favorable to the insureds as the Company’s existing policies; provided, however, that in no event shall the premium amount for such policies exceed 300% of the last aggregate annual premium paid by the Company prior to the date hereof. If the Company for any reason fails to obtain or Parent for any reason fails to cause to be obtained such “tail” insurance policies as of the Effective Time, the Surviving Corporation shall, and Parent shall cause the Surviving Corporation to, maintain in effect the current D&O Insurance for the Tail Period, with at least the same coverage and amounts containing terms and conditions that are not less advantageous in the aggregate than such policy with respect to matters arising on or before the Effective Time; provided, however, that after the Effective Time, Parent shall not be required to pay with respect to D&O Insurance in respect of any one policy year annual premiums in excess of 300% of the last annual premium paid by the Company prior to the date hereof in respect of the D&O Insurance coverage required to be obtained pursuant hereto, but in such case shall purchase D&O Insurance with the best overall terms, conditions, retentions and levels of coverage reasonably available for such amount. (e) Notwithstanding anything herein to the contrary, if any proceeding or threatened action, suit, proceeding, investigation or claim (whether arising before, at or after the Effective Time) is instituted against any Indemnified Party on or prior to the sixth anniversary of the Effective Time, the provisions of this Section 5.07 shall continue in effect until the final disposition of such proceeding or threatened action, suit, proceeding, investigation or claim. (f) The provisions of this Section 5.07 are (i) intended to be for the benefit of, and will be enforceable from and after the Effective Time by, each Indemnified Party, his or her heirs and his or her Representatives and (ii) in addition to, and not in substitution for, any other rights to indemnification or contribution that any such Person may have by Contract or otherwise.

Indemnification, Exculpation and Insurance. (a) From Without limiting any additional rights that any employee may have under any agreement or IMS Health Plan, from the Effective Time through the sixth anniversary of the date on which the Effective Time occurs, the Surviving Corporation shall indemnify and after hold harmless each present (as of the Effective Time) and former officer, Parent shall, and shall cause the Surviving Corporation to, indemnify, defend and hold harmless, all past and present directors, officers and employees director or employee of the Company IMS Health and its Subsidiaries (collectively, the “Indemnified Parties”) ), against any costsall claims, expenses (losses, liabilities, damages, judgments, inquiries, fines and reasonable fees, costs and expenses, including attorneys’ fees and expenses and disbursements), judgments, fines, losses, claims damages or liabilities incurred in connection with any claim, action, suit, proceeding or investigationAction, whether civil, criminal, administrative or investigative, arising out of or pertaining to (i) the fact that the Indemnified Party is or was a an officer, director, officeremployee, employee fiduciary or fiduciary agent of the Company IMS Health or any of its Subsidiaries or is or was serving at the request of, or to represent the interest of, the Company or any of its Subsidiaries as a director, officer, partner, member, trustee, fiduciary, employee or agent of any other corporation, partnership, joint venture, limited liability company, trust, employee benefit plan or other enterprise, including any charitable or not-for profit public service organization or trade association or (ii) matters existing or occurring at or prior to the Effective Time (including with respect to acts or omissions occurring in connection with this Agreement and the consummation of the transactions and actions contemplated hereby), whether asserted or claimed prior to, at or after the Effective Time, in each case to the fullest extent permitted by under applicable Law as it presently exists or may hereafter be amended (but, in the case of any such amendment, only to the extent such amendment permits Parent or the Surviving Corporation to provide broader indemnification rights or rights of advancement of expenses than such Law permitted Parent or the Surviving Corporation to provide prior to such amendment)Law. In the event of any such Action, (A) each Indemnified Party shall be entitled to advancement of expenses incurred in the defense of any Action from the Surviving Corporation to the fullest extent permitted under applicable Law within ten (10) Business Days of receipt by the Surviving Corporation from the Indemnified Party of a request therefor; provided, that any Person to whom expenses are advanced provides an undertaking, if and only to the extent required by applicable Law, to repay such advances if it is ultimately determined that such Person is not entitled to indemnification, (B) the Surviving Corporation shall not settle, compromise or consent to the entry of any judgment in any proceeding or threatened action, suit, proceeding, investigation or claim (and in which indemnification could be sought by such Indemnified Party hereunder), each unless such settlement, compromise or consent includes an unconditional release of such Indemnified Party from all liability arising out of such action, suit, proceeding, investigation or claim or such Indemnified Party otherwise consents, and (C) the Surviving Corporation shall be entitled to advancement of expenses incurred cooperate in the defense of any such proceeding or threatened Action from Parent or the Surviving Corporation (within 10 days of receipt by Parent or the Surviving Corporation from an Indemnified Party of a request therefor) to the fullest extent and in the manner permitted by the DGCL and the certificate of incorporation and bylaws of the Company as at the date hereof; provided, that any Person to whom expenses are advanced provides an undertaking to repay such advances if it is ultimately determined that such Person is not entitled to indemnificationmatter. (b) Without limitation to clause (a), Parent shall, and shall cause the Surviving Corporation to, to the fullest extent permitted Except as may be required by applicable Law, include IMS Health and cause Quintiles agree that all rights to be maintained in effect in the Surviving Corporation’s (indemnification and exculpation from liabilities for acts or any successor’s) organizational documents for a period of six years after the Effective Time, provisions regarding elimination of liability of directors, and indemnification of and advancement of expenses to directors and officers of the Company, no less favorable than those contained in the Company’s organizational documents as of the date hereof. (c) In the event that either Parent or the Surviving Corporation or any of its successors or assigns (i) consolidates with or merges into any other Person and is not the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers or conveys all or substantially all of its properties, rights and other assets to any Person, then, and in each such case, Parent shall, and shall cause the Surviving Corporation to, cause proper provision to be made so that such successor or assign shall expressly assume the obligations set forth in this Section 5.07. (d) Prior to the Effective Time, the Company shall and, if the Company is unable to, Parent shall cause the Surviving Corporation as of the Effective Time to, obtain and fully pay the premium for “tail” insurance policies for the extension of directors’ and officers’ liability insurance, fiduciary liability insurance and employee practices liability insurance (to the extent applicable to directors of the Company as of the date of this Agreement) (collectively, “D&O Insurance”), in each case for a claims reporting or discovery period of six years after the Effective Time (the “Tail Period”) with respect to any claim related to matters existing or omissions occurring at or prior to the Effective Time and rights to advancement of expenses relating thereto now existing in favor of any Indemnified Party as provided in the certificate of incorporation or bylaws (or comparable organizational documents) of IMS Health and its Subsidiaries or in any indemnification agreement between such Indemnified Party and IMS Health or any of its Subsidiaries shall survive the Merger and continue in full force and effect, and shall not be amended, repealed or otherwise modified in any manner that would adversely affect any right thereunder of any such Indemnified Party. (c) For a period of six years from the Company’s D&O Insurance carrier as of the date of this Agreement or one or more insurance carriers with the same or better credit rating as such carrier with terms, conditions, retentions and limits of liability that are at least as favorable to the insureds as the Company’s existing policies; provided, however, that in no event shall the premium amount for such policies exceed 300% of the last aggregate annual premium paid by the Company prior to the date hereof. If the Company for any reason fails to obtain or Parent for any reason fails to cause to be obtained such “tail” insurance policies as of the Effective Time, the Surviving Corporation shall, and Parent shall either cause the Surviving Corporation to, maintain to be maintained in effect the current D&O Insurance for the Tail Period, with policies of directors’ and officers’ liability insurance and fiduciary liability insurance maintained by IMS Health and its Subsidiaries or provide substitute policies or purchase a “tail policy,” in any case of at least the same coverage and amounts containing terms and conditions that are not less advantageous in the aggregate than such policy with respect to matters arising on or before the Effective Time; provided, however, that after the Effective Time, Parent the Surviving Corporation shall not be required to pay with respect to D&O Insurance such insurance policies in respect of any one policy year annual premiums in excess of 300% of the last annual premium paid by the Company IMS Health prior to the date hereof in respect of the D&O Insurance coverage required to be obtained pursuant hereto, but in such case shall purchase D&O Insurance with the best overall terms, conditions, retentions and levels of as much coverage as reasonably available practicable for such amount; provided, further, that if the Surviving Corporation purchases a “tail policy” and the coverage thereunder costs more than 300% of such last annual premium, the Surviving Corporation shall purchase the maximum amount of coverage that can be obtained for 300% of such last annual premium. At IMS Health’s option, IMS Health may purchase, prior to the Effective Time, a six-year prepaid “tail policy” on terms and conditions (in both amount and scope) providing substantially equivalent benefits as the current policies of directors’ and officers’ liability insurance and fiduciary liability insurance maintained by IMS Health and its Subsidiaries with respect to matters arising on or before the Effective Time, covering without limitation the transactions contemplated hereby; provided, however, that such insurance policies in respect of any one policy year annual premiums shall not exceed 300% of the last annual premium paid by IMS Health prior to the date hereof. If such tail prepaid policy has been obtained by IMS Health prior to the Effective Time, the Surviving Corporation shall cause such policy to be maintained in full force and effect, for its full term, and shall honor all obligations thereunder. (ed) Notwithstanding anything herein to the contrary, if any proceeding or threatened action, suit, proceeding, investigation or claim Action (whether arising before, at or after the Effective Time) is instituted against any Indemnified Party on or prior to the sixth anniversary of the Effective Time, the provisions of this Section 5.07 5.10 shall continue in effect until the final disposition of such proceeding Action. (e) The indemnification provided for herein shall not be deemed exclusive of any other rights to which an Indemnified Party is entitled, whether pursuant to Law, Contract or threatened actionotherwise. The provisions of this Section 5.10 shall survive the consummation of the Merger and, suitnotwithstanding any other provision of this Agreement that may be to the contrary, proceedingexpressly are intended to benefit, investigation or claimand shall be enforceable by, each of the Indemnified Parties and their respective heirs and legal representatives. (f) The provisions In the event that the Surviving Corporation or any of this Section 5.07 are its successors or assigns (i) intended to consolidates with or merges into any other Person and shall not be for the benefit of, and will be enforceable from and after the Effective Time by, each Indemnified Party, his continuing or her heirs and his surviving corporation or her Representatives and entity of such consolidation or merger or (ii) in addition totransfers or conveys all or a majority of its properties and assets to any Person, then, and not in substitution foreach such case, any other rights proper provision shall be made so that the successors and assigns of the Surviving Corporation shall succeed to indemnification or contribution that any such Person may have by Contract or otherwisethe obligations set forth in this Section 5.10.

Indemnification, Exculpation and Insurance. (a) Parent and the Company agree that all rights to indemnification and exculpation from liabilities for acts or omissions occurring at or prior to the Effective Time and rights to advancement of expenses relating thereto now existing in favor of each present (as of the Effective Time) and former officer, director or employee of the Company or any of its Subsidiaries (the “Indemnified Parties”) as provided in the articles of incorporation or bylaws (or comparable organizational documents) of the Company and its Subsidiaries or in any indemnification agreement between such Indemnified Party and the Company or any of its Subsidiaries, in each case as in effect on the date hereof and in the form previously made available to Parent, shall survive the Merger and continue in full force and effect, and shall not be amended, repealed or otherwise modified in any manner that would adversely affect any right thereunder of any such Indemnified Party for a period of seven years after the Effective Time. For the avoidance of doubt, notwithstanding anything contained in Section 2.5, (i) during such seven-year period, Parent and the Surviving Corporation shall not amend, repeal or otherwise modify the Surviving Corporation Articles or the bylaws of the Surviving Corporation in any manner that would affect adversely the rights thereunder of any Indemnified Party to indemnification, exculpation and advancement of expenses, except to the extent required by Law, and (ii) in connection with current pending Actions, including those listed in Schedule 6.11, expenses consistent with the budgets provided to Parent prior to the date hereof shall be deemed reasonable for purposes of advancement of expenses; provided, however, nothing in this clause (ii) shall be deemed to limit the Surviving Corporation’s obligation to advance expenses to which the Indemnified Parties are otherwise entitled or otherwise act as a presumption that attorneys’ fees and expenses in excess of such budgets are not reasonable. From and after the Effective Time, Parent shall, and shall cause the Surviving Corporation to, indemnifyassume and perform all rights to indemnification existing in favor of, defend and hold harmlessall rights of advancement of expenses to, all past and present directors, officers and employees any Indemnified Party as provided in any indemnification or other agreements of the Company as in effect on the date hereof and its Subsidiaries in the form previously made available to Parent. (collectively, the “Indemnified Parties”b) against any costs, expenses (including attorneys’ fees and expenses and disbursements), judgments, fines, losses, claims damages or liabilities incurred in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out For a period of or pertaining to (i) the fact that the Indemnified Party is or was a director, officer, employee or fiduciary of the Company or any of its Subsidiaries or is or was serving at the request of, or to represent the interest of, the Company or any of its Subsidiaries as a director, officer, partner, member, trustee, fiduciary, employee or agent of any other corporation, partnership, joint venture, limited liability company, trust, employee benefit plan or other enterprise, including any charitable or not-for profit public service organization or trade association or (ii) matters existing or occurring at or prior to the Effective Time (including with respect to acts or omissions occurring in connection with this Agreement and the consummation of the transactions contemplated hereby), whether asserted or claimed prior to, at or seven years after the Effective Time, in each case to the fullest extent permitted by applicable Law as it presently exists or may hereafter be amended (but, in the case of any such amendment, only to the extent such amendment permits Parent or the Surviving Corporation to provide broader indemnification rights or rights of advancement of expenses than such Law permitted Parent or the Surviving Corporation to provide prior to such amendment). In the event of any proceeding or threatened action, suit, proceeding, investigation or claim (and in which indemnification could be sought by such Indemnified Party hereunder), each Indemnified Party shall be entitled to advancement of expenses incurred in the defense of any such proceeding or threatened Action from Parent or the Surviving Corporation (within 10 days of receipt by Parent or the Surviving Corporation from an Indemnified Party of a request therefor) to the fullest extent and in the manner permitted by the DGCL and the certificate of incorporation and bylaws of the Company as at the date hereof; provided, that any Person to whom expenses are advanced provides an undertaking to repay such advances if it is ultimately determined that such Person is not entitled to indemnification. (b) Without limitation to clause (a), Parent shall, and shall cause the Surviving Corporation to, to the fullest extent permitted by applicable Law, include and either cause to be maintained in effect in the Surviving Corporation’s (or any successor’s) organizational documents for a period of six years after the Effective Time, provisions regarding elimination of liability of directors, and indemnification of and advancement of expenses to directors and officers of the Company, no less favorable than those contained in the Company’s organizational documents as of the date hereof. (c) In the event that either Parent or the Surviving Corporation or any of its successors or assigns (i) consolidates with or merges into any other Person and is not the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers or conveys all or substantially all of its properties, rights and other assets to any Person, then, and in each such case, Parent shall, and shall cause the Surviving Corporation to, cause proper provision to be made so that such successor or assign shall expressly assume the obligations set forth in this Section 5.07. (d) Prior to the Effective Time, the Company shall and, if the Company is unable to, Parent shall cause the Surviving Corporation as of the Effective Time to, obtain and fully pay the premium for “tail” insurance current policies for the extension of directors’ and officers’ liability insurance, insurance and fiduciary liability insurance and employee practices liability insurance (to the extent applicable to directors of the Company as of the date of this Agreement) (collectively, “D&O Insurance”), in each case for a claims reporting or discovery period of six years after the Effective Time (the “Tail Period”) with respect to any claim related to matters existing or occurring at or prior to the Effective Time from the Company’s D&O Insurance carrier as of the date of this Agreement or one or more insurance carriers with the same or better credit rating as such carrier with terms, conditions, retentions and limits of liability that are at least as favorable to the insureds as the Company’s existing policies; provided, however, that in no event shall the premium amount for such policies exceed 300% of the last aggregate annual premium paid maintained by the Company prior to the date hereof. If the Company for any reason fails to obtain and its Subsidiaries or Parent for any reason fails to cause to be obtained such “tail” insurance provided substitute policies as of the Effective Time, the Surviving Corporation shall, and Parent shall or purchase or cause the Surviving Corporation toto purchase, maintain a “tail policy,” in effect the current D&O Insurance for the Tail Period, with either case of at least the same coverage and amounts containing terms and conditions that are not less advantageous in the aggregate to the Indemnified Parties than such policy with respect to matters arising on or before the Effective Time; provided, however, that after the Effective Time, Parent shall not be required to pay with respect to D&O Insurance such insurance policies in respect of any one policy year annual premiums in excess of 300200% of the last annual premium paid by the Company prior to the date hereof in respect of the D&O Insurance coverage required to be obtained pursuant hereto, but in such case shall purchase D&O Insurance with the best overall terms, conditions, retentions and levels of as much coverage as reasonably available practicable for such amount; provided further, that if the Surviving Corporation purchases a “tail policy” and the coverage thereunder costs more than 200% of such last annual premium, the Surviving Corporation shall purchase the maximum amount of coverage that can be obtained for 200% of such last annual premium. Notwithstanding anything contained herein to the contrary, the Company, at its option, may purchase, at any time prior to the Effective Time, a seven-year prepaid “tail policy” on terms and conditions (in both amount and scope) providing substantially equivalent benefits as the current policies of directors’ and officers’ liability insurance and fiduciary liability insurance maintained by the Company and its Subsidiaries with respect to matters arising on or before the Effective Time, covering, without limitation, the transactions contemplated hereby. If such prepaid tail policy has been obtained by the Company prior to the Effective Time, Parent shall cause such policy to be maintained in full force and effect, for its full term, and cause all obligations thereunder to be honored by the Surviving Corporation. (ec) Notwithstanding anything herein to the contrary, if any proceeding or threatened action, suit, proceeding, investigation or claim Action (whether arising before, at or after the Effective Time) is instituted against any Indemnified Party on or prior to the sixth seventh anniversary of the Effective Time, the provisions of this Section 5.07 6.11 shall continue in effect until the final disposition of such proceeding or threatened action, suit, proceeding, investigation or claimAction even if such disposition occurs after the seventh anniversary of the Effective Time. (fd) The indemnification provided for herein shall not be deemed exclusive of any other rights to which an Indemnified Party is entitled, whether pursuant to Law, Contract or otherwise. The provisions of this Section 5.07 6.11 shall survive the consummation of the Merger and, notwithstanding any other provision of this Agreement that may be to the contrary, expressly are intended to benefit, and shall be enforceable by, each of the Indemnified Parties and their respective heirs and legal representatives. (e) In the event that the Surviving Corporation or Parent or any of their respective successors or assigns (i) intended to consolidates with or merges into any other Person and shall not be for the benefit of, and will be enforceable from and after the Effective Time by, each Indemnified Party, his continuing or her heirs and his surviving corporation or her Representatives and entity of such consolidation or merger or (ii) in addition totransfers or conveys all or a majority of its properties and assets to any Person, then, and not in substitution foreach such case, any other rights proper provision shall be made so that the successors and assigns of the Surviving Corporation or Parent, as the case may be, shall succeed to indemnification or contribution that any such Person may have by Contract or otherwisethe obligations set forth in this Section 6.11.

Indemnification, Exculpation and Insurance. (a) From Parent shall cause all rights to indemnification and after exculpation from liabilities for acts or omissions occurring at or prior to the Effective TimeTime now existing in favor of the current or former directors or employees or officers of the Company (each such Person being an "Indemnified Party") as provided in the Company's Certificate of Incorporation, Parent shallBylaws or any indemnification agreement between such directors or officers and the Company (in each case, and shall cause as in effect on the date hereof) to be assumed by the Surviving Corporation toin the Merger, indemnifywithout further action, defend as of the Effective Time and such rights shall survive the Merger and shall continue in full force and effect in accordance with their terms. Without limiting the foregoing, Parent shall indemnify and hold harmless, and provide advancement of expenses to, all past and present directors, officers and employees of the Company and its Subsidiaries (collectivelyin all of their capacities) to the fullest extent permitted by the Company's Certificate of Incorporation, Bylaws or any indemnification agreement between such directors, officers and employees for acts or omissions occurring at or prior to the “Indemnified Parties”) against any costs, expenses Effective Time (including attorneys’ fees and expenses and disbursements), judgments, fines, losses, claims damages for acts or liabilities incurred omissions occurring in connection with the approval of this Agreement and the transactions contemplated hereby). (b) Any Indemnified Party wishing to claim indemnification under paragraph (a) of this Section 5.7 shall promptly notify the Surviving Corporation, upon learning of any such claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out but the failure to so notify shall not relieve the Surviving Corporation of or pertaining any liability it may have to (i) the fact that the such Indemnified Party is or was a director, officer, employee or fiduciary of the Company or any of its Subsidiaries or is or was serving at the request of, or to represent the interest of, the Company or any of its Subsidiaries as a director, officer, partner, member, trustee, fiduciary, employee or agent of any other corporation, partnership, joint venture, limited liability company, trust, employee benefit plan or other enterprise, including any charitable or not-for profit public service organization or trade association or (ii) matters existing or occurring at or prior to the Effective Time (including with respect to acts or omissions occurring in connection with this Agreement and the consummation of the transactions contemplated hereby), whether asserted or claimed prior to, at or after the Effective Time, in each case to the fullest extent permitted by applicable Law as it presently exists or may hereafter be amended (but, in the case of any such amendment, only to the extent such amendment permits Parent or failure does not materially prejudice the Surviving Corporation to provide broader indemnification rights or rights of advancement of expenses than such Law permitted Parent or the Corporation. The Surviving Corporation to provide prior to such amendment). In the event of any proceeding or threatened actionmay, suit, proceeding, investigation or claim at its own expense: (and in which indemnification could be sought by such Indemnified Party hereunder), each Indemnified Party shall be entitled to advancement of expenses incurred i) participate in the defense of any claim, suit, action or proceeding; or (ii) at any time during the course of any such proceeding claim, suit, action or threatened Action from proceeding, assume the defense thereof, unless the Indemnified Parties (or any of them) determine in good faith (after consultation with legal counsel) that there is, under applicable standards of professional conduct, a conflict or any significant issue between the positions of Parent or and any of such Indemnified Parties, provided that the Surviving Corporation's counsel shall be reasonably satisfactory to the Indemnified Parties. If the Surviving Corporation assumes such defense, the Indemnified Parties shall have the right (within 10 days of receipt but not the obligation) to participate in the defense thereof and to employ counsel, at their own expense, separate from the counsel employed by Parent the Surviving Corporation. Whether or not the Surviving Corporation from an chooses to assume the defense of any such claim, suit, action or proceeding, the Surviving Corporation and Parent shall cooperate in the defense thereof. If the Surviving Corporation fails to so assume the defense thereof, the Indemnified Party of a request therefor) Parties may retain counsel reasonably satisfactory to the fullest extent and in the manner permitted by the DGCL Surviving Corporation and the certificate Surviving Corporation shall pay the reasonable fees and expenses of incorporation and bylaws of such counsel promptly after statements therefor are received; provided that the Company as at the date hereof; provided, that any Person to whom Indemnified Parties on whose behalf expenses are advanced provides provide (x) a written affirmation of their good faith belief that the standard of conduct necessary for indemnification under Section 145 of the DGCL has been met, and (y) an undertaking to repay such advances if it is ultimately determined that such Person Indemnified Party is not entitled to indemnification. (b) Without limitation to clause (a), indemnification under Section 145 of the DGCL. Neither Parent shall, and shall cause nor the Surviving Corporation toshall be liable for any settlement effected without its written consent (which consent shall not be unreasonably withheld or delayed); provided that, to the fullest extent permitted by applicable Law, include and cause to be maintained in effect in the Surviving Corporation’s (event that any claim or any successor’s) organizational documents claims for indemnification are asserted or made within such a period of six (6) years after the Effective Time, provisions regarding elimination all rights to indemnification in respect of liability any such claim or claims (and the matters giving rise thereto) shall continue until the disposition of directorsany and all such claim or claims (and the matters giving rise thereto). The Indemnified Parties as a group may retain only one law firm (in addition to local counsel) to represent them with respect to a single action unless any Indemnified Party determines in good faith (after consultation with legal counsel) that there is, and indemnification under applicable standards of and advancement professional conduct, a conflict on any significant issue between the positions of expenses to directors and officers of the Company, no less favorable than those contained in the Company’s organizational documents as of the date hereof. (c) any two or more Indemnified Parties. In the event that either Parent or the Surviving Corporation or any of its their respective successors or assigns (i) consolidates with or merges into any other Person and is shall not be the continuing or surviving corporation or entity of such consolidation or merger merger, or (ii) transfers or conveys all or substantially all of its properties, rights properties and other assets to any Person, then, and in each such case, Parent shallto the extent necessary to effectuate the purposes of this Section 5.7, and shall cause the Surviving Corporation to, cause proper provision to shall be made so that such successor or assign shall expressly the successors and assigns of Parent and the Surviving Corporation assume the obligations set forth in this Section 5.075.7, and none of the actions described in clause (i) or (ii) shall be taken until such provision is made. Nothing in this Section 5.7(b) is intended to modify adversely any existing rights to indemnification of an Indemnified Party from the Company. (dc) Prior to For six (6) years after the Effective Time, the Company shall and, if the Company is unable to, Parent shall cause the Surviving Corporation to maintain in effect the Company's current officers', directors' and employees' liability insurance in respect of acts or omissions occurring at or prior to the Effective Time, covering each Person currently covered by the Company's officers' and directors' liability insurance policy (a copy of which has been heretofore delivered to Parent), on terms with respect to such coverage and amount no less favorable than those of such policy in effect on the date hereof; provided that Parent may substitute therefor policies of Parent containing terms with respect to coverage and amount no less favorable to such directors and officers; provided, however, that in satisfying its obligation under this Section 5.7(c) Parent shall not be obligated to pay annual premiums in excess of two hundred percent (200%) of the amount per annum paid by the Company in its last full fiscal year; and provided further that if Parent is not able to obtain such coverage for such two hundred percent (200%) amount, Parent shall nevertheless be obligated to provide such coverage as may be obtained annually for such two hundred percent (200%) amount and provided further that notwithstanding the foregoing, the Surviving Corporation may satisfy its obligations under this Section 5.7(c) by purchasing a "tail" policy under the Company's existing directors' and officers' insurance policy that (i) has an effective term of six (6) years from the Effective Time, (ii) covers those Persons who are currently covered, or will be covered on or prior to the Effective Time, by the Company's directors' and officers' insurance policy in effect on the date hereof for actions and omissions occurring on or prior to the Effective Time to, obtain and fully pay (iii) contains terms and conditions (including without limitation coverage amounts) that are at least as favorable in the premium for “tail” insurance policies for aggregate as the extension terms and conditions of the Company's directors’ ' and officers’ liability insurance' insurance policy in effect on the date hereof. (d) The Certificate of Incorporation and Bylaws of the Surviving Corporation shall contain, fiduciary liability insurance and employee practices liability insurance (Parent shall cause the Surviving Corporation to fulfill and honor, provisions with respect to indemnification and exculpation that are substantially identical to those set forth in the extent applicable to directors Certificate of Incorporation and Bylaws of the Company as of the date of this Agreement) (collectively, “D&O Insurance”)which provisions shall not be amended, in each case repealed or otherwise modified for a claims reporting or discovery period of six (6) years after from the Effective Time (in any manner that would adversely affect the “Tail Period”) with respect to rights thereunder of any claim related to matters existing or occurring at or prior to the Effective Time from the Company’s D&O Insurance carrier as of the date of this Agreement or one or more insurance carriers with the same or better credit rating as such carrier with terms, conditions, retentions and limits of liability that are at least as favorable to the insureds as the Company’s existing policies; provided, however, that in no event shall the premium amount for such policies exceed 300% of the last aggregate annual premium paid by the Company prior to the date hereof. If the Company for any reason fails to obtain or Parent for any reason fails to cause to be obtained such “tail” insurance policies as of the Effective Time, the Surviving Corporation shall, and Parent shall cause the Surviving Corporation to, maintain in effect the current D&O Insurance for the Tail Period, with at least the same coverage and amounts containing terms and conditions that are not less advantageous in the aggregate than such policy with respect to matters arising on or before the Effective Time; provided, however, that after the Effective Time, Parent shall not be required to pay with respect to D&O Insurance in respect of any one policy year annual premiums in excess of 300% of the last annual premium paid by the Company prior to the date hereof in respect of the D&O Insurance coverage required to be obtained pursuant hereto, but in such case shall purchase D&O Insurance with the best overall terms, conditions, retentions and levels of coverage reasonably available for such amountIndemnified Parties. (e) Notwithstanding anything herein The obligations of Parent or the Surviving Corporation under this Section 5.7 are subject to the contrary, if conditions that each Indemnified Party shall comply with the reasonable requests of the Surviving Corporation or Parent in defending or settling any proceeding or threatened action, suit, proceeding, investigation or claim (whether arising before, at or after the Effective Time) is instituted against action hereunder and that any Indemnified Party on shall approve any proposed settlement of any such action if (i) such settlement involves no finding or prior to admission of any liability by any Indemnified Party, and (ii) the sixth anniversary of sole relief provided in connection with such settlement is monetary damages that are paid in full by the Effective Time, the provisions of this Section 5.07 shall continue in effect until the final disposition of such proceeding Surviving Corporation or threatened action, suit, proceeding, investigation or claimParent. (f) The provisions of this Section 5.07 5.7 are (i) intended to be for the benefit of, and will be enforceable from and after the Effective Time by, each Indemnified Party, his or her heirs and his or her Representatives 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 contract or otherwise. Parent hereby guarantees the performance by Surviving Corporation of its obligations under this Section 5.7.

Indemnification, Exculpation and Insurance. (a) OPCH agrees that all rights to indemnification and exculpation from liabilities, including advancement of expenses, for acts or omissions or other matter occurring at or prior to the Effective Time now existing in favor of the current or former directors, officers, members, managers, employees or agents of Amedisys or any subsidiary of Amedisys (determined as of the Effective Time) (the “Existing Indemnified Parties”) as provided in the organizational documents of Amedisys and any of its subsidiaries or any indemnification contract between such directors or officers and Amedisys (in each case, as in effect on, and, in the case of any indemnification contracts, to the extent made available to OPCH prior to, the date of this Agreement) shall survive the Merger and shall continue in full force and effect. For a period of six years from the Effective Time, the Surviving Corporation shall, and OPCH shall cause the Surviving Corporation to, maintain in effect the exculpation, indemnification and advancement of expenses equivalent to the provisions of the organizational documents of Amedisys and any of its subsidiaries as in effect immediately prior to the Effective Time with respect to acts or omissions or other matters occurring prior to the Effective Time and shall not amend, repeal or otherwise modify any such provisions in any manner that would adversely affect the rights thereunder of any Existing Indemnified Parties; provided that all rights to indemnification in respect of any claim made for indemnification within such period shall continue until the disposition of such action or resolution of such claim. From and after the Effective Time, OPCH shall cause the Surviving Corporation to honor, in accordance with their respective terms, each of the covenants contained in this Section 6.4. (b) From and after the Effective Time, Parent shall, and shall OPCH agrees that it will cause the Surviving Corporation to, to indemnify, defend and hold harmless, all past and present directors, officers and employees of to the Company and its Subsidiaries (collectivelyfullest extent permitted under Applicable Law, the current or former directors or officers of Amedisys or any subsidiary of Amedisys (the “D&O Indemnified Parties”) against any costs, costs or expenses (including attorneys’ fees and expenses and disbursementsexpenses), amounts paid in settlement, judgments, fines, losses, claims claims, damages or liabilities incurred in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigativewith, arising out of or pertaining otherwise related to (i) the fact that the Indemnified Party is any actual or was a directoralleged Action, officerin connection with, employee arising out of or fiduciary of the Company or any of its Subsidiaries or is or was serving at the request of, or otherwise related to represent the interest of, the Company or any of its Subsidiaries as a director, officer, partner, member, trustee, fiduciary, employee or agent of any other corporation, partnership, joint venture, limited liability company, trust, employee benefit plan or other enterprise, including any charitable or not-for profit public service organization or trade association or (ii) matters existing or occurring at or alleged to have occurred prior to or at the Effective Time (including with respect to acts or omissions occurring in connection with this Agreement and the consummation of the transactions contemplated hereby)Time, whether asserted or claimed prior to, at or after the Effective Time, in each case including actions to enforce this provision or any other indemnification or advancement right of any D&O Indemnified Party, and the Surviving Corporation shall also promptly advance reasonable costs and expenses (including attorney’s fees) as incurred to the fullest extent permitted by applicable under Applicable Law as it presently exists or may hereafter be amended (but, in the case of any such amendment, only subject to the extent execution of an undertaking by or on behalf of the D&O Indemnified Party to repay such amendment permits Parent or amount if it shall ultimately be determined, by final judicial decision from a court of competent jurisdiction which there is no further right to appeal, that the Surviving Corporation D&O Indemnified Party is not entitled to provide broader indemnification rights or rights of advancement of expenses than such Law permitted Parent or the Surviving Corporation to provide prior to such amendmentbe indemnified under this Section 6.4(b)). In the event of any proceeding such actual or threatened actionalleged Action, suit, proceeding, investigation or claim (OPCH and in which indemnification could be sought by such the Surviving Corporation shall cooperate with the D&O Indemnified Party hereunder), each Indemnified Party shall be entitled to advancement of expenses incurred in the defense of any such proceeding actual or threatened Action from Parent or alleged Action. None of OPCH, the Surviving Corporation (within 10 days nor any of receipt their respective affiliates shall settle or otherwise compromise or consent to the entry of any judgment with respect to, or otherwise seek the termination of, any Action for which indemnification may be sought by Parent or the Surviving Corporation from an D&O Indemnified Party pursuant to this Agreement unless such settlement, compromise, consent or termination includes an unconditional release of a request therefor) to the fullest extent and in the manner permitted by the DGCL and the certificate all D&O Indemnified Parties from all liability arising out of incorporation and bylaws of the Company as at the date hereof; provided, that any Person to whom expenses are advanced provides an undertaking to repay such advances if it is ultimately determined that such Person is not entitled to indemnificationAction. (bc) Without limitation to clause The Surviving Corporation shall (a), Parent shall, and OPCH shall cause the Surviving Corporation to), at its option, (i) during the period commencing at the Effective Time and ending on the sixth anniversary of the Effective Time, maintain in effect Amedisys’s current directors’ and officers’ liability insurance (“D&O Insurance”) in respect of acts or omissions occurring at or prior to the fullest extent permitted by applicable LawEffective Time on terms (including with respect to coverage, include conditions, retentions, limits and cause amounts) that are equivalent to be maintained in effect in or more favorable than those of the D&O Insurance or (ii) purchase a six (6)-year prepaid “tail” policy with respect to the D&O Insurance from an insurance carrier with a comparable credit rating as Amedisys’s current directors’ and officers’ liability insurance carrier (the “Tail Policy”). In satisfying its obligations pursuant to the first sentence of this Section ‎6.4(c), the Surviving CorporationCorporation shall not be obligated to (A) pay annual premiums in excess of 300% of the amount paid by Amedisys for coverage for its last full fiscal year prior to the date hereof for the D&O Insurance (such 300% amount, the “Maximum Premium”) or (B) incur an aggregate cost for the Tail Policy in excess of the Maximum Premium. If the annual premiums of such insurance coverage for the six-year period exceed the Maximum Premium or the aggregate cost for such Tail Policy exceeds the Maximum Premium, then the Surviving Corporation shall only be obligated to obtain a policy with the greatest coverage available for an annual premium not exceeding the Maximum Premium or an aggregate cost for such Tail Policy not exceeding the Maximum Premium from an insurance carrier with the same or better credit rating as Amedisys’s current directors’ and officers’ liability insurance carrier. In lieu of the foregoing obligations, prior to the Effective Time Amedisys may and, at OPCH’s request, shall use reasonable best efforts to, purchase the Tail Policy; provided, that the aggregate cost for such Tail Policy shall not exceed the Maximum Premium. If Amedisys purchases the Tail Policy prior to the Effective Time, the Surviving Corporation shall (or any successor’sand OPCH shall cause the Surviving Corporation to) organizational documents maintain such Tail Policy in full force and effect for a period of no less than six (6) years after the Effective Time, provisions regarding elimination of liability of directors, Time and indemnification of and advancement of expenses continue to directors and officers of the Company, no less favorable than those contained in the Company’s organizational documents as of the date hereofhonor its obligations thereunder. (cd) The covenants contained in this Section 6.4 are intended to be for the benefit of, and shall be enforceable by, each of the D&O Indemnified Parties and their respective heirs and shall not be deemed exclusive of any other rights to which any such person is entitled, whether pursuant to Applicable Law, contract or otherwise. Nothing contained in this Section 6.4 shall be construed or interpreted to release, waive or impair any other right to director and officer liability insurance claims under any policy that is or has been in existence with respect to Amedisys and its subsidiaries and the rights contained in this Section 6.4 shall be deemed to be additional to, and not in lieu of or in substitution for any claims under any such policies or other rights to indemnification, advancement or contribution. (e) In the event that either Parent OPCH or the Surviving Corporation or any of its their respective successors or assigns (i) consolidates with or merges into any other Person person and is 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, rights properties and other assets to any Personperson, then, and in each such case, Parent shall, and shall cause the Surviving Corporation to, cause proper provision to shall be made so that such successor the successors or assign assigns of OPCH or the Surviving Corporation, as the case may be, shall expressly assume the obligations set forth in this Section 5.076.4. (d) Prior to the Effective Time, the Company shall and, if the Company is unable to, Parent shall cause the Surviving Corporation as of the Effective Time to, obtain and fully pay the premium for “tail” insurance policies for the extension of directors’ and officers’ liability insurance, fiduciary liability insurance and employee practices liability insurance (to the extent applicable to directors of the Company as of the date of this Agreement) (collectively, “D&O Insurance”), in each case for a claims reporting or discovery period of six years after the Effective Time (the “Tail Period”) with respect to any claim related to matters existing or occurring at or prior to the Effective Time from the Company’s D&O Insurance carrier as of the date of this Agreement or one or more insurance carriers with the same or better credit rating as such carrier with terms, conditions, retentions and limits of liability that are at least as favorable to the insureds as the Company’s existing policies; provided, however, that in no event shall the premium amount for such policies exceed 300% of the last aggregate annual premium paid by the Company prior to the date hereof. If the Company for any reason fails to obtain or Parent for any reason fails to cause to be obtained such “tail” insurance policies as of the Effective Time, the Surviving Corporation shall, and Parent shall cause the Surviving Corporation to, maintain in effect the current D&O Insurance for the Tail Period, with at least the same coverage and amounts containing terms and conditions that are not less advantageous in the aggregate than such policy with respect to matters arising on or before the Effective Time; provided, however, that after the Effective Time, Parent shall not be required to pay with respect to D&O Insurance in respect of any one policy year annual premiums in excess of 300% of the last annual premium paid by the Company prior to the date hereof in respect of the D&O Insurance coverage required to be obtained pursuant hereto, but in such case shall purchase D&O Insurance with the best overall terms, conditions, retentions and levels of coverage reasonably available for such amount. (e) Notwithstanding anything herein to the contrary, if any proceeding or threatened action, suit, proceeding, investigation or claim (whether arising before, at or after the Effective Time) is instituted against any Indemnified Party on or prior to the sixth anniversary of the Effective Time, the provisions of this Section 5.07 shall continue in effect until the final disposition of such proceeding or threatened action, suit, proceeding, investigation or claim. (f) The provisions of this Section 5.07 are (i) intended to be for the benefit of, and will be enforceable from and after the Effective Time by, each Indemnified Party, his or her heirs and his or her Representatives and (ii) in addition to, and not in substitution for, any other rights to indemnification or contribution that any such Person may have by Contract or otherwise.

Indemnification, Exculpation and Insurance. (a) From and after the Effective TimeClosing Date through the sixth anniversary of the Closing Date, Parent shall, and shall cause the Surviving Corporation to, indemnify, defend Company to indemnify and hold harmlessharmless each present (as of the Company Merger Effective Time) and former officer or director, all past and present directorsincluding but not limited to the members of the Conflicts Committee, officers and employees of the Company and its the Company Subsidiaries (collectively, the “Indemnified Parties”) ), against any costsall claims, expenses (losses, liabilities, damages, judgments, inquiries, fines and reasonable fees, costs and expenses, including attorneys’ fees and expenses and disbursements), judgments, fines, losses, claims damages or liabilities incurred in connection with any claim, action, suit, proceeding or investigationAction, whether civil, criminal, administrative or investigative, arising out of or pertaining to (i) the fact that the Indemnified Party is or was a an officer, director, officeremployee, employee fiduciary or fiduciary agent of the Company or any of its the Company Subsidiaries or is (ii) acts or was serving omissions taken by an Indemnified Party in their capacity as such or taken at the request of, or to represent the interest of, of the Company or any of its Subsidiaries as a director, officer, partner, member, trustee, fiduciary, employee or agent of any other corporation, partnership, joint venture, limited liability company, trust, employee benefit plan or other enterprise, including any charitable or not-for profit public service organization or trade association or (ii) matters existing or occurring at or prior to the Effective Time (including with respect to acts or omissions occurring in connection with this Agreement and the consummation of the transactions contemplated hereby)Company Subsidiaries, whether asserted or claimed prior to, at or after the Company Merger Effective Time, in each case to the fullest extent the Company would have been permitted by under applicable Law and the Company Charter and Company Bylaws as it presently exists or may hereafter be amended (but, in effect at the case of any such amendment, only to the extent such amendment permits Parent or the Surviving Corporation to provide broader indemnification rights or rights of advancement of expenses than such Law permitted Parent or the Surviving Corporation to provide prior to such amendment)date hereof. In the event of any proceeding or threatened actionsuch Action, suit, proceeding, investigation or claim (and in which indemnification could be sought by such Indemnified Party hereunder), A) each Indemnified Party shall be entitled to advancement from the Surviving Company, within 10 Business Days of receipt by Parent or the Surviving Company from the Indemnified Party of a request therefor, of expenses incurred in the defense of any such proceeding or threatened Action from Parent or the Surviving Corporation (within 10 days of receipt by Parent or the Surviving Corporation from an Indemnified Party of a request therefor) to the fullest extent and in the manner permitted by the DGCL under applicable Law and the certificate of incorporation Company Charter and bylaws of the Company Bylaws as in effect at the date hereof; provided, that any Person to whom expenses are advanced provides an undertaking to repay such advances if it is ultimately determined that such Person is not entitled to indemnification, (B) neither Parent nor the Surviving Company shall settle, compromise or consent to the entry of any judgment in any proceeding or threatened action, suit, proceeding, investigation or claim (and in which indemnification could be sought by such Indemnified Party hereunder), unless such settlement, compromise or consent includes an unconditional release of such Indemnified Party from all liability arising out of such action, suit, proceeding, investigation or claim or such Indemnified Party otherwise consents, and (C) the Surviving Company shall cooperate in the defense of any such matter. (b) Without limitation to clause (a), Parent shall, The certificate of formation and shall cause limited liability company agreement of the Surviving Corporation toCompany shall contain provisions no less favorable in the aggregate with respect to indemnification, to advancement of expenses and exculpation of former or present directors and officers than are presently set forth in the fullest extent permitted by applicable LawCompany Charter and Company Bylaws, include and which provisions shall not be amended, repealed or otherwise modified for a period of six years from the Company Merger Effective Time in any manner that would adversely affect in any material respect the rights thereunder of any such individuals. (c) For a period of six years from the Closing Date, the Surviving Company shall either cause to be maintained in effect in the Surviving Corporation’s (or any successor’s) organizational documents for a period of six years after the Effective Time, provisions regarding elimination of liability of directors, and indemnification of and advancement of expenses to directors and officers of the Company, no less favorable than those contained in the Company’s organizational documents as of the date hereof. (c) In the event that either Parent or the Surviving Corporation or any of its successors or assigns (i) consolidates with or merges into any other Person and is not the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers or conveys all or substantially all of its properties, rights and other assets to any Person, then, and in each such case, Parent shall, and shall cause the Surviving Corporation to, cause proper provision to be made so that such successor or assign shall expressly assume the obligations set forth in this Section 5.07. (d) Prior to the Effective Time, the Company shall and, if the Company is unable to, Parent shall cause the Surviving Corporation as of the Effective Time to, obtain and fully pay the premium for “tail” insurance current policies for the extension of directors’ and officers’ liability insurance, insurance and fiduciary liability insurance and employee practices liability insurance (to the extent applicable to directors of maintained by the Company as of and the Company Subsidiaries in effect on the date hereof (accurate and complete copies of this Agreement) (collectively, “D&O Insurance”), in each case for a claims reporting or discovery period of six years after the Effective Time (the “Tail Period”which have been previously made available to Parent) with respect to any claim related to matters existing arising on or occurring at or prior to before the Company Merger Effective Time from the Company’s D&O Insurance carrier as of the date of this Agreement or one or more insurance carriers with the same or better credit rating as such carrier with terms, conditions, retentions and limits of liability that are at least as favorable to the insureds as the Company’s existing policies; provided, however, that in no event shall the premium amount for such policies exceed 300% of the last aggregate annual premium paid by the Company prior to the date hereof. If the Company for any reason fails to obtain or Parent for any reason fails to cause to be obtained such provided substitute policies or purchase, a “tailtail policy,” insurance policies as in either case of the Effective Time, the Surviving Corporation shall, and Parent shall cause the Surviving Corporation to, maintain in effect the current D&O Insurance for the Tail Period, with at least the same coverage and amounts containing terms and conditions that are not less advantageous in the aggregate than such policy with respect to matters arising on or before the Company Merger Effective Time; provided, however, that after the Company Merger Effective Time, Parent the Surviving Company shall not be required to pay with respect to D&O Insurance such insurance policies in respect of any one policy year annual premiums in excess of 300% of the last annual premium paid by the Company prior to the date hereof in respect of the D&O Insurance coverage required to be obtained pursuant hereto, but in such case shall purchase D&O Insurance with the best overall terms, conditions, retentions and levels of as much coverage as reasonably available practicable for such amount; provided further, that if the Surviving Company purchases a “tail policy” and the coverage thereunder costs more than 300% of such last annual premium, the Surviving Company shall purchase the maximum amount of coverage that can be obtained for 300% of such last annual premium. At the Company’s option, the Company may purchase, prior to the Company Merger Effective Time, a six-year prepaid “tail policy” on terms and conditions (in both amount and scope) providing substantially equivalent benefits as the current policies of directors’ and officers’ liability insurance and fiduciary liability insurance maintained by the Company and the Company Subsidiaries with respect to matters arising on or before the Company Merger Effective Time, covering without limitation the transactions contemplated hereby, subject to the limitations set forth in this Section 5.10, and such “tail policy” shall satisfy the provisions of this Section 5.10(c). If such tail prepaid policy has been obtained by the Company prior to the Company Merger Effective Time, Parent shall cause such policy to be maintained in full force and effect, for a period of six years from the Closing Date, and cause all obligations thereunder to be honored by the Surviving Company. (ed) Notwithstanding anything herein to the contrary, if any proceeding or threatened action, suit, proceeding, investigation or claim Action (whether arising before, at or after the Company Merger Effective Time) is instituted against any Indemnified Party on or prior to the sixth anniversary of the Effective TimeClosing Date, the provisions of this Section 5.07 5.10 shall continue in effect until the final disposition of such proceeding Action. (e) The indemnification provided for herein shall not be deemed exclusive of any other rights to which an Indemnified Party is entitled, whether pursuant to Law, Contract or threatened actionotherwise. The provisions of this Section 5.10 shall survive the consummation of the Mergers and, suitnotwithstanding any other provision of this Agreement that may be to the contrary, proceedingexpressly are intended to benefit, investigation or claimand shall be enforceable by, each of the Indemnified Parties and their respective heirs and legal Representatives. (f) The provisions In the event that the Surviving Company or any of this Section 5.07 are its respective successors or assigns (i) intended to consolidates with or merges into any other Person and shall not be for the benefit of, and will be enforceable from and after the Effective Time by, each Indemnified Party, his continuing or her heirs and his surviving entity of such consolidation or her Representatives and merger or (ii) in addition totransfers or conveys all or a majority of its properties and assets to any Person, then, and not in substitution foreach such case, any other rights proper provision shall be made so that the successors and assigns of the Surviving Company or Parent, as the case may be, shall succeed to indemnification or contribution that any such Person may have by Contract or otherwisethe obligations set forth in this Section 5.10.

Indemnification, Exculpation and Insurance. (a) From For a period of six (6) years from and after the Effective Time, Parent the Surviving Company shall, and shall cause to the Surviving Corporation tofullest extent permitted under applicable Law, indemnify, defend indemnify and hold harmless, all past harmless (and present directors, officers and employees advance funds in respect of each of the foregoing and costs of defense to) in accordance with the Company Organizational Documents of the Acquired Companies as of the date of this Agreement each current and its Subsidiaries former director or officer of any of the Acquired Companies (collectivelyeach, the together with such individual’s heirs, executors or administrators, an “Indemnified PartiesParty”) ), in each case against any costslosses, claims, damages, liabilities, fees and expenses (including attorneys’ fees and expenses and disbursements), judgmentsJudgments, finesfines and amounts paid in settlement (collectively, losses, claims damages or liabilities incurred “Losses”) in connection with any claim, action, suit, proceeding actual or investigationthreatened Action, whether civil, criminal, administrative or investigative, arising out of of, relating to or pertaining to (i) in connection with the fact that the such Indemnified Party is or was a director, an officer, employee director or fiduciary of the Company or any of its Subsidiaries or is or was serving at the request of, or to represent the interest of, the Company or any of its Subsidiaries as a director, officer, partner, member, trustee, fiduciary, employee or agent of any other corporation, partnership, joint venture, limited liability company, trust, employee benefit plan or other enterprise, including any charitable or not-for profit public service organization or trade association or (ii) matters existing or occurring Acquired Companies at or prior to the Effective Time. For a period of six (6) years from and after the Effective Time, the Surviving Company shall, and Parent shall cause the Surviving Company to, maintain in effect the exculpation, indemnification and advancement of expenses equivalent to the provisions of the charter and bylaws (or equivalent organizational documents) of any Acquired Company as in effect immediately prior to the Effective Time (including with respect to acts or omissions occurring occurring, or alleged to have occurred, prior to the Effective Time and shall not amend, repeal or otherwise modify any such provisions in connection with this Agreement and any manner that would adversely affect the consummation rights thereunder of the transactions contemplated hereby)any Indemnified Party; provided, whether however, that all rights to indemnification in respect of any Action pending or asserted or claimed prior to, at any claim made within such period shall continue until the disposition of such Action or resolution of such claim. From and after the Effective Time, in each case to the fullest extent permitted by applicable Law as it presently exists or may hereafter be amended (but, in the case of any such amendment, only to the extent such amendment permits Parent or shall cause the Surviving Corporation to provide broader indemnification rights or rights of advancement of expenses than such Law permitted Parent or the Surviving Corporation to provide prior to such amendment). In the event of any proceeding or threatened actionhonor, suit, proceeding, investigation or claim (and in which indemnification could be sought by such Indemnified Party hereunder)accordance with their respective terms, each Indemnified Party shall be entitled to advancement of expenses incurred in the defense of any such proceeding or threatened Action from Parent or the Surviving Corporation (within 10 days of receipt by Parent or the Surviving Corporation from an Indemnified Party of a request therefor) to the fullest extent and in the manner permitted by the DGCL and the certificate of incorporation and bylaws of the Company as at the date hereof; provided, that any Person to whom expenses are advanced provides an undertaking to repay such advances if it is ultimately determined that such Person is not entitled to indemnificationcovenants contained in this Section 5.9. (b) Without limitation The Company shall obtain, at or prior to clause the Effective Time, and Parent shall cooperate with the Company in connection with the Company obtaining, prepaid (a)or “tail”) directors’ and officers’ insurance and indemnification policies and fiduciary liability insurance policy or policies that provide coverage for events occurring prior to the Effective Time for an aggregate period of not less than six (6) years from the Effective Time (collectively, the “Continuing D&O Insurance”) that are no less favorable to the insureds (including as to terms, coverages, conditions, retentions and limits of liability) to the Company’s existing policy or, if substantially similar insurance coverage is unavailable, the best available coverage, and Parent shall cause the Surviving Company to maintain such policies in full force and effect for the full term of six (6) years and cause all obligations thereunder to be honored by the Surviving Company; provided, however, that the Company shall not pay an annual premium for the Continuing D&O Insurance in excess of three hundred fifty percent (350%) of the last annual premium paid prior to the date of this Agreement. If the Company for any reason fails to obtain such Continuing D&O Insurance at or prior to the Effective Time, Parent shall, and shall cause the Surviving Corporation to, to the fullest extent permitted by applicable Law, include and cause to be maintained in effect in the Surviving Corporation’s (or any successor’s) organizational documents for a period of six (6) years from the Effective Time, cause the Surviving Company to maintain in effect the then-current policies of directors’ and officers’ insurance and indemnification and fiduciary liability insurance policies maintained by the Company with respect to acts, omissions or events occurring prior to the Effective Time; provided, that after the Effective Time, provisions regarding elimination of liability of Parent shall not be required to pay annual premiums for such directors, ’ and officers’ insurance and indemnification policies in excess of and advancement an aggregate amount of expenses to directors and officers three hundred fifty percent (350%) of the Company, no less favorable than those contained last annual premiums paid by the Company prior to the date of this Agreement for its existing directors’ and officers’ insurance and indemnification policies and annual premiums for such fiduciary liability insurance in the Company’s organizational documents as excess of an aggregate amount of three hundred fifty percent (350%) of the last annual premiums paid by the Company prior to the date hereofof this Agreement for its existing fiduciary liability insurance policies, but in each such case shall purchase as much coverage as reasonably practicable for each such respective three hundred fifty percent (350%) aggregate amount. (c) In the event that either Parent or If Parent, the Surviving Corporation Company or any of its 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 of its properties, rights properties and other assets to any Personassets, then, and in each such case, Parent shall, and shall cause the Surviving Corporation to, cause proper provision to be made so Company shall ensure that such successor surviving corporation or assign shall expressly entity or the transferees of such properties or assets assume the obligations set forth in this Section 5.075.9. (d) Prior The rights of each Indemnified Party under this Section 5.9 shall be in addition to any rights such Person may have under the Effective Time, the Company shall and, if the Company is unable to, Parent shall cause the Surviving Corporation as certificate of incorporation or bylaws of any of the Effective Time to, obtain and fully pay the premium for “tail” insurance policies for the extension Acquired Companies or under any agreement of directors’ and officers’ liability insurance, fiduciary liability insurance and employee practices liability insurance (to the extent applicable to directors any Indemnified Party with any of the Company Acquired Companies, in each case in effect as of the date of this Agreement) (collectively, “D&O Insurance”), in each case for a claims reporting or discovery period of six years after the Effective Time (the “Tail Period”) with respect to any claim related to matters existing or occurring at or prior to the Effective Time from the Company’s D&O Insurance carrier as of the date of this Agreement or one or more insurance carriers with the same or better credit rating as such carrier with terms, conditions, retentions and limits of liability that are at least as favorable to the insureds as the Company’s existing policies; provided, however, that in no event shall the premium amount for such policies exceed 300% of the last aggregate annual premium paid by the Company prior to the date hereofunder applicable Law. If the Company for any reason fails to obtain or Parent for any reason fails to cause to be obtained such “tail” insurance policies as of the Effective Time, the Surviving Corporation shall, and Parent shall cause the Surviving Corporation to, maintain in effect the current D&O Insurance for the Tail Period, with at least the same coverage and amounts containing terms and conditions that are not less advantageous in the aggregate than such policy with respect to matters arising on or before the Effective Time; provided, however, that after the Effective Time, Parent shall not be required to pay with respect to D&O Insurance in respect of any one policy year annual premiums in excess of 300% of the last annual premium paid by the Company prior to the date hereof in respect of the D&O Insurance coverage required to be obtained pursuant hereto, but in such case shall purchase D&O Insurance with the best overall terms, conditions, retentions and levels of coverage reasonably available for such amount. (e) Notwithstanding anything herein to the contrary, if any proceeding or threatened action, suit, proceeding, investigation or claim (whether arising before, at or after the Effective Time) is instituted against any Indemnified Party on or prior to the sixth anniversary of the Effective Time, the provisions of this Section 5.07 shall continue in effect until the final disposition of such proceeding or threatened action, suit, proceeding, investigation or claim. (f) The provisions of this Section 5.07 5.9 and the rights provided hereby shall survive consummation of Merger I and Merger II and are (i) intended to be for the benefit ofbenefit, and will shall be enforceable from and after the Effective Time by, each Indemnified Party, his or her heirs and his or her Representatives and (ii) in addition to, and not in substitution for, any other rights to indemnification or contribution that any such Person may have by Contract or otherwise.

Indemnification, Exculpation and Insurance. (a) From and after Without limiting any additional rights that any employee may have under any agreement or Company Plan, from the Effective TimeTime through the sixth (6th) anniversary of the date on which the Effective Time occurs, Parent shall, and shall cause the Final Surviving Corporation Entity to, indemnify, defend indemnify and hold harmless, all past harmless each present (as of the Effective Time) and present directors, officers and employees former officer or director of the Company and its Subsidiaries (collectively, the “Indemnified Parties”) ), as applicable against any costsall claims, expenses (losses, liabilities, damages, judgments, inquiries, fines and reasonable fees, costs and expenses, including attorneys’ fees and expenses and disbursements), judgments, fines, losses, claims damages or liabilities disbursements incurred in connection with any claim, action, suit, proceeding or investigationAction, whether civil, criminal, administrative or investigative, arising out of or pertaining to (i) the fact that the Indemnified Party is or was a an officer, director, officer, employee fiduciary or fiduciary agent of the Company or any of its Subsidiaries or is or was serving at the request of, or to represent the interest of, the Company or any of its Subsidiaries as a director, officer, partner, member, trustee, fiduciary, employee or agent of any other corporation, partnership, joint venture, limited liability company, trust, employee benefit plan or other enterprise, including any charitable or not-for profit public service organization or trade association or (ii) matters existing or occurring at or prior to the Effective Time (including with respect to acts or omissions occurring in connection with this Agreement and the consummation of the transactions and actions contemplated hereby), whether asserted or claimed prior to, at or after the Effective Time, in each case to the fullest extent permitted by under applicable Law and the Company’s certificate of incorporation and bylaws each as it presently exists or may hereafter be amended at the date hereof (butcollectively, in the case of any such amendment, only to the extent such amendment permits Parent or the Surviving Corporation to provide broader indemnification rights or rights of advancement of expenses than such Law permitted Parent or the Surviving Corporation to provide prior to such amendment“Constituent Documents”). In the event of any proceeding or threatened actionsuch Action, suit, proceeding, investigation or claim (and in which indemnification could be sought by such Indemnified Party hereunder), A) each Indemnified Party shall be entitled to advancement of expenses incurred in the defense of any such proceeding or threatened Action from Parent or the Final Surviving Corporation (within 10 days of receipt by Parent or the Surviving Corporation from an Indemnified Party of a request therefor) Entity, as applicable, to the fullest extent and in the manner permitted by the DGCL under applicable Law and the certificate of incorporation and bylaws of the Company as at the date hereofapplicable Constituent Documents; provided, provided that any Person person to whom expenses are advanced provides an undertaking undertaking, if and only to the extent required by applicable law or the Constituent Documents, to repay such advances if it is ultimately determined by final adjudication that such Person person is not entitled to indemnification, (B) none of Parent or the Final Surviving Entity shall settle, compromise or consent to the entry of any judgment in any proceeding or threatened Action (and in which indemnification could be sought by such Indemnified Party hereunder), unless such settlement, compromise or consent includes an unconditional release of such Indemnified Party from all liability arising out of such action, suit, proceeding, investigation or claim or such Indemnified Party otherwise consents, and (C) Parent and the Final Surviving Entity shall cooperate in the defense of any such matter. Parent and the Final Surviving Entity shall be jointly and severally liable for the obligation to provide indemnification to the Indemnified Parties. (b) Without limitation to clause (a), Parent shall, and shall cause the Surviving Corporation to, to the fullest extent permitted Except as may be required by applicable Law, include Parent and cause to be maintained in effect in the Surviving Corporation’s (or any successor’s) organizational documents for a period of six years after the Effective Time, provisions regarding elimination of liability of directors, and indemnification of and advancement of expenses to directors and officers of the Company, no less favorable than those contained in the Company’s organizational documents as of the date hereof. (c) In the event that either Parent or the Surviving Corporation or any of its successors or assigns (i) consolidates with or merges into any other Person and is not the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers or conveys all or substantially all of its properties, rights and other assets to any Person, then, and in each such case, Parent shall, and shall cause the Surviving Corporation to, cause proper provision to be made so that such successor or assign shall expressly assume the obligations set forth in this Section 5.07. (d) Prior to the Effective Time, the Company shall and, if the Company is unable to, Parent shall cause the Surviving Corporation as of the Effective Time to, obtain agree that all rights to indemnification and fully pay the premium exculpation from liabilities for “tail” insurance policies for the extension of directors’ and officers’ liability insurance, fiduciary liability insurance and employee practices liability insurance (to the extent applicable to directors of the Company as of the date of this Agreement) (collectively, “D&O Insurance”), in each case for a claims reporting acts or discovery period of six years after the Effective Time (the “Tail Period”) with respect to any claim related to matters existing or omissions occurring at or prior to the Effective Time from and rights to advancement of expenses relating thereto now existing in favor of any Indemnified Party as provided in the Company’s D&O Insurance carrier as articles of incorporation or bylaws (or comparable organizational documents) of the date of this Agreement Company and its Subsidiaries or one in any indemnification agreement (or more insurance carriers with the same or better credit rating as such carrier with terms, conditions, retentions and limits of liability that are at least as favorable to the insureds as the Company’s existing policies; provided, however, that form thereof) identified in no event shall the premium amount for such policies exceed 300% Section 5.11(b) of the last aggregate annual premium paid by the Company Disclosure Letter and in effect immediately prior to the date hereof. If Effective Time between such Indemnified Party and the Company for or any reason fails to obtain of its Subsidiaries shall survive the Mergers and continue in full force and effect, and shall not be amended, repealed or Parent for otherwise modified in any reason fails to cause to be obtained manner that would adversely affect any right thereunder of any such “tail” insurance policies as Indemnified Party. (c) For a period of six (6) years from the Effective Time, the Surviving Corporation shall, and Parent shall either cause the Surviving Corporation to, maintain to be maintained in effect the current D&O Insurance for policies of directors’ and officers’ liability insurance and fiduciary liability insurance maintained by the Tail PeriodCompany and its Subsidiaries, with as applicable, or cause to be provided substitute policies or purchase or cause the Company to purchase a “tail policy,” in either case of at least the same coverage and amounts and containing terms and conditions that are not less advantageous in the aggregate to the Indemnified Parties than such policy with respect to matters arising on or before the Effective Time; provided, however, that after the Effective Time, Parent shall not be required to pay with respect to D&O Insurance such insurance policies in respect of any one policy year annual premiums in excess of 300250% of the last annual premium paid by the Company prior to the date hereof in respect of the D&O Insurance coverage required to be obtained pursuant hereto, but in such case shall purchase D&O Insurance with the best overall terms, conditions, retentions and levels of as much coverage as reasonably available practicable for such amount. All such policies, including any substitute policies, shall be issued by carriers rated A, XII or higher by A.M. Best Company. At the Company’s option, it may purchase, prior to the Effective Time, a six (6) year prepaid, non-revocable and non-cancellable tail policy on terms and conditions (in both amount and scope) providing substantially equivalent benefits as the current policies of directors’ and officers’ liability insurance and fiduciary liability insurance maintained by its Subsidiaries with respect to matters arising on or before the Effective Time, covering without limitation the transactions contemplated hereby. If such prepaid tail policy has been obtained by the Company prior to the Effective Time, Parent shall cause such policy to be maintained in full force and effect, for its full term, and cause all obligations thereunder to be honored by the Final Surviving Entity. (ed) Notwithstanding anything herein to the contrary, if any proceeding or threatened action, suit, proceeding, investigation or claim Action (whether arising before, at or after the Effective Time) is instituted against any Indemnified Party on or prior to the sixth anniversary of the Effective Time, the provisions of this Section 5.07 5.11 shall continue in effect until the final disposition of such proceeding Action. (e) The indemnification provided for herein shall not be deemed exclusive of any other rights to which an Indemnified Party is entitled, whether pursuant to Law, Contract or threatened actionotherwise. The provisions of this Section 5.11 shall survive the consummation of the Mergers and, suitnotwithstanding any other provision of this Agreement that may be to the contrary, proceedingexpressly are intended to benefit, investigation or claimand shall be enforceable by, each of the Indemnified Parties and their respective heirs and legal representatives. (f) The provisions In the event that the Final Surviving Entity or Parent or any of this Section 5.07 are their respective successors or assigns (i) intended to consolidates with or merges into any other Person and shall not be for the benefit of, and will be enforceable from and after the Effective Time by, each Indemnified Party, his continuing or her heirs and his surviving corporation or her Representatives and entity of such consolidation or merger or (ii) in addition totransfers or conveys all or a majority of its properties and assets to any Person, then, and not in substitution foreach such case, any other rights proper provision shall be made so that the successors and assigns of the Final Surviving Entity or Parent, as the case may be, shall succeed to indemnification or contribution that any such Person may have by Contract or otherwisethe obligations set forth in this Section 5.11.

Indemnification, Exculpation and Insurance. (a) From and after Without limiting any additional rights that any director or employee may have under any agreement or Company Plan, from the Effective TimeTime through the sixth anniversary of the date on which the Effective Time occurs, Parent shall, and shall cause the Surviving Corporation to, indemnify, defend indemnify and hold harmlessharmless each current (as of the Effective Time) and each former employee, all past and present directorsagent, officers and employees officer or director of the Company and or any of its Subsidiaries (collectively, the “Indemnified Parties”) ), from and against any costsand all claims, expenses (losses, liabilities, damages, judgments, penalties, settlements, inquiries, fines and fees, costs and expenses, including actual attorneys’ fees and expenses disbursements and disbursements)ERISA excise taxes (collectively, judgments, fines, losses, claims damages “Costs”) actually or liabilities reasonably incurred or suffered in connection with any claim, action, suit, proceeding actual or investigationthreatened Action, whether civil, criminal, administrative or investigative, arising out of or pertaining to (i) the fact that the Indemnified Party is or was a directoran employee, agent, officer, employee director or fiduciary of the Company or any of its Subsidiaries or is or was serving at the request of, or to represent the interest of, the Company or any of its Subsidiaries as a director, officer, partner, member, trustee, fiduciary, employee or agent of any other corporation, partnership, joint venture, limited liability company, trust, employee benefit plan or other enterprise, including any charitable or not-for profit public service organization or trade association or (ii) matters existing or occurring at or prior to the Effective Time (including with respect to acts or omissions occurring in connection with this Agreement and the consummation of the transactions contemplated hereby)Subsidiaries, whether asserted or claimed prior to, at or after the Effective Time, in each case to the fullest same extent permitted by provided under the Company Constituent Documents (or, as relevant, those of the applicable Law Subsidiary of the Company) as it presently exists or may hereafter be amended (but, in at the case of any such amendment, only to the extent such amendment permits Parent or the Surviving Corporation to provide broader indemnification rights or rights of advancement of expenses than such Law permitted Parent or the Surviving Corporation to provide prior to such amendment)date hereof. In the event of any proceeding or threatened action, suit, proceeding, investigation or claim (and in which indemnification could be sought by such Indemnified Party hereunder)Action, each Indemnified Party shall be entitled to advancement of expenses incurred in the defense of any such proceeding or threatened Action from Parent or the Surviving Corporation (within 10 days of receipt by Parent or the Surviving Corporation from an Indemnified Party of a request therefor) to the fullest same extent and in provided under the manner permitted by the DGCL and the certificate of incorporation and bylaws Company Constituent Documents (or, as relevant, those of the Company applicable Subsidiary of the Company) as at the date hereof; provided. Notwithstanding anything to the contrary herein (but subject to any superior rights contained in the Company Constituent Documents (or, that as relevant, those of the applicable Subsidiary of the Company) or applicable indemnification agreements to which any Acquired Company is a party including the contract rights set forth in the Company’s Constituent Documents), prior to making any payment or advance in respect of the indemnification obligations set forth in this Section 5.9, the Person to whom expenses are advanced provides an undertaking who is requesting such indemnification or advance shall agree to repay such payments or advances if it is ultimately determined that such Person is not entitled to indemnification. (b) Without limitation to clause (a), Parent shall, and shall cause the Surviving Corporation to, to the fullest extent permitted Except as may be required by applicable Law, include Parent and cause to be maintained in effect in the Surviving Corporation’s (or any successor’s) organizational documents Company agree that for a period of six years after from the Effective Time, provisions regarding elimination of liability of directors, all rights to indemnification and indemnification of exculpation from liabilities for acts or omissions occurring at or prior to the Effective Time and rights to advancement of expenses to directors and officers relating thereto now existing in favor of any Indemnified Party as provided in the Company Constituent Documents (or, as relevant, those of the CompanySubsidiary) or in any indemnification agreement between such Indemnified Party and the Company or any of its Subsidiaries shall survive the Merger and continue in full force and effect, no less favorable than those contained and for a period of six years from the Effective Time shall not be amended, repealed or otherwise modified in any manner that would adversely affect any right thereunder of any such Indemnified Party. (c) Parent shall, prior to the Company’s organizational documents Effective Time, pay for and cause to be obtained, and to be effective at the Effective Time, one or more prepaid “tail” insurance policies for the Persons who, as of the date hereof, are covered by the Company’s existing D&O Insurance, with a claims period of at least six years from the Effective Time with terms and conditions (including scope and coverage amounts) that are, taken as a whole, at least as favorable as the Company’s and its Subsidiaries’ existing D&O Insurance, for claims arising from facts or events that occurred prior to the Effective Time, covering without limitation the transactions contemplated hereby; provided, that the maximum aggregate premium for such D&O Insurance that Parent shall be required to expend shall not exceed three hundred percent (300%) of the annual D&O Insurance premium for the Company’s current fiscal year, which annual premiums are set forth in Section 3.18 of the Company Disclosure Letter; and if such amount is not sufficient to purchase D&O Insurance in such maximum amount, then Parent shall purchase such amount of insurance with the best coverage reasonably available as can be purchased for an aggregate amount that is equal to three hundred percent (300%) of the annual premium for such policies for the Company’s current fiscal year. Parent shall cause the Surviving Corporation to comply with its obligations under such policies for the full term of at least six years. (cd) Notwithstanding anything herein to the contrary, if any Action (whether arising before, at or after the Effective Time) with respect to which an Indemnified Party is entitled to indemnification is instituted against any Indemnified Party on or prior to the sixth anniversary of the Effective Time, then the provisions of this Section 5.9 shall continue in effect until the final disposition of such Action. (e) The indemnification provided for herein shall not be deemed exclusive of any other rights to which an Indemnified Party is entitled, whether pursuant to Law, Contract or otherwise. The provisions of this Section 5.9 shall survive the consummation of the Merger and, notwithstanding any other provision of this Agreement that may be to the contrary, expressly are intended to benefit, and shall be enforceable by, each of the Indemnified Parties and their respective heirs and legal representatives. (f) In the event that either Parent or the Surviving Corporation or Parent or any of its 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 a majority of its properties, rights properties and other assets to any Person, then, and in each such case, Parent shall, and shall cause the Surviving Corporation to, cause proper provision to shall be made so that such successor the successors and assigns of the Surviving Corporation or assign Parent, as the case may be, shall expressly assume succeed to the obligations set forth in this Section 5.075.9. (d) Prior to the Effective Time, the Company shall and, if the Company is unable to, Parent shall cause the Surviving Corporation as of the Effective Time to, obtain and fully pay the premium for “tail” insurance policies for the extension of directors’ and officers’ liability insurance, fiduciary liability insurance and employee practices liability insurance (to the extent applicable to directors of the Company as of the date of this Agreement) (collectively, “D&O Insurance”), in each case for a claims reporting or discovery period of six years after the Effective Time (the “Tail Period”) with respect to any claim related to matters existing or occurring at or prior to the Effective Time from the Company’s D&O Insurance carrier as of the date of this Agreement or one or more insurance carriers with the same or better credit rating as such carrier with terms, conditions, retentions and limits of liability that are at least as favorable to the insureds as the Company’s existing policies; provided, however, that in no event shall the premium amount for such policies exceed 300% of the last aggregate annual premium paid by the Company prior to the date hereof. If the Company for any reason fails to obtain or Parent for any reason fails to cause to be obtained such “tail” insurance policies as of the Effective Time, the Surviving Corporation shall, and Parent shall cause the Surviving Corporation to, maintain in effect the current D&O Insurance for the Tail Period, with at least the same coverage and amounts containing terms and conditions that are not less advantageous in the aggregate than such policy with respect to matters arising on or before the Effective Time; provided, however, that after the Effective Time, Parent shall not be required to pay with respect to D&O Insurance in respect of any one policy year annual premiums in excess of 300% of the last annual premium paid by the Company prior to the date hereof in respect of the D&O Insurance coverage required to be obtained pursuant hereto, but in such case shall purchase D&O Insurance with the best overall terms, conditions, retentions and levels of coverage reasonably available for such amount. (e) Notwithstanding anything herein to the contrary, if any proceeding or threatened action, suit, proceeding, investigation or claim (whether arising before, at or after the Effective Time) is instituted against any Indemnified Party on or prior to the sixth anniversary of the Effective Time, the provisions of this Section 5.07 shall continue in effect until the final disposition of such proceeding or threatened action, suit, proceeding, investigation or claim. (f) The provisions of this Section 5.07 are (i) intended to be for the benefit of, and will be enforceable from and after the Effective Time by, each Indemnified Party, his or her heirs and his or her Representatives and (ii) in addition to, and not in substitution for, any other rights to indemnification or contribution that any such Person may have by Contract or otherwise.

Indemnification, Exculpation and Insurance. (a) From and For six years after the Effective Time, the Surviving Corporation and its Subsidiaries shall (and Parent shall, and shall cause the Surviving Corporation and its Subsidiaries to, indemnify, defend ) indemnify and hold harmless, all past and present directors, directors and officers and employees of the Company and its Subsidiaries (in each case to the extent they acted in such capacity) (collectively, the “Indemnified Parties”) against any costs, expenses (including reasonable attorneys’ fees and expenses and disbursementsexpenses), judgments, fines, losses, claims claims, damages or other monetary liabilities incurred by such individual in connection with any claim, action, suit, proceeding claim or investigationAction, whether civil, criminal, administrative or investigative, based on or arising out of of, or pertaining to (i) to, in whole or in part, the fact that the an Indemnified Party is or was a director, officer, employee an officer or fiduciary director of the Company or any of its Subsidiaries or is or was serving at the request of, or to represent the interest of, of the Company or any of its Subsidiaries as a director, officer, partneremployee, member, trustee, fiduciary, employee fiduciary or agent of any other another corporation, partnership, joint venture, limited liability company, trust, employee benefit plan trust or other enterpriseenterprise or non-profit entity, including any charitable or not-for profit public service organization or trade association or (ii) matters existing or occurring at or prior to the Effective Time (including with respect to acts or omissions occurring in connection with this Agreement and the consummation of the transactions and actions contemplated hereby), ) whether asserted or claimed prior to, at or after the Effective Time, in each case to the fullest extent permitted by under applicable Law as it presently exists or may hereafter be amended (but, in the case of any such amendment, only to the extent such amendment permits Parent or the Surviving Corporation to provide broader indemnification rights or rights of advancement of expenses than such Law permitted Parent or the Surviving Corporation to provide prior to such amendment)Law. In the event of any proceeding such claim or threatened actionAction, suit, proceeding, investigation or claim (and in which indemnification could be sought by such Indemnified Party hereunder), i) each Indemnified Party shall will be entitled to advancement of expenses (including reasonable fees and expenses of legal counsel) incurred in the defense of any such proceeding claim or threatened Action from Parent or the Surviving Corporation (within 10 days of ten Business Days following receipt by Parent or the Surviving Corporation from an the Indemnified Party of a request therefor) to the fullest extent and in the manner permitted by the DGCL and the certificate of incorporation and bylaws of the Company as at the date hereof; provided, provided that any Person to whom expenses are advanced provides an undertaking to repay such advances if it is ultimately determined that such Person is not entitled to indemnificationindemnification pursuant to this Section 6.4, (ii) neither Parent nor the Surviving Corporation shall settle, compromise or consent to the entry of any judgment in any proceeding or threatened claim or Action (and in which indemnification could be sought by such Indemnified Party hereunder), unless such settlement, compromise or consent includes a release of such Indemnified Party from all liability arising out of such claim or Action or such Indemnified Party otherwise consents and (iii) the Surviving Corporation and the Indemnified Party shall reasonably cooperate in the defense of any such matter and Parent shall have the right to assume the defense thereof at its expense with counsel selected by the independent directors of Parent and Parent shall not be liable to the Indemnified Party for any legal expenses of other counsel or any other expenses subsequently incurred by such Indemnified Party in connection with the defense thereof, except that if Parent elects not to assume such defense or counsel or the Indemnified Party reasonably advises that there are issues which create conflicts of interest between Parent, on the one hand, and the Indemnified Party, on the other hand, the Indemnified Party may retain counsel satisfactory to them and Parent shall pay all reasonable fees and expenses of such counsel for the Indemnified Party promptly as statements therefor are received; provided, however, that notwithstanding the foregoing, Parent shall not be obligated pursuant to this paragraph to pay for more than one law firm for all Indemnified Parties in any jurisdiction unless the use of one law firm for such Indemnified Parties would present the attorneys of such law firm with a conflict of interest, in which case Parent shall only be obligated to pay for representation by the fewest number of law firms necessary to avoid such conflicts of interest. (b) Without limitation to clause (a), Parent shall, The certificate of incorporation and shall cause bylaws of the Surviving Corporation toshall, to the fullest extent permitted by applicable Law, include and cause to be maintained in effect in the Surviving Corporation’s (or any successor’s) organizational documents contain provisions no less favorable, for a period of six years after following the Effective Time, provisions regarding elimination of liability of directorswith respect to indemnification, and indemnification of and advancement of expenses to and exculpation of former or present directors and officers of the Company, no less favorable than those contained are presently set forth in the Company’s organizational documents as certificate of incorporation and bylaws, which provisions shall not be amended, repealed or otherwise modified in any manner that would adversely affect the rights thereunder of any such individuals; provided that the certificate of incorporation and bylaws of the date hereofSurviving Corporation may be amended in any manner if Parent unconditionally assumes all obligations for such indemnification, advancement of expenses and exculpation pursuant to the provisions set forth in such certificate of incorporation and bylaws immediately prior to such amendment. (c) If Parent does not elect to purchase a directors’ and officers’ liability “tail” or “runoff” insurance policy with an aggregate coverage limit over the term of such program in an amount not to exceed the unimpaired annual aggregate coverage limit under the Company’s existing directors’ and officers’ liability policy, and in all other respects substantially comparable to such existing coverage, the Company may, at its option, prior to the Effective Time, purchase a six year “tail” policy providing at least the same coverage and amounts containing terms and conditions that are no less advantageous to the insured as the current policies of directors’ and officers’ liability insurance maintained by the Company; provided, however, that the Company shall not, without Parent’s consent, make a premium payment for such insurance to the extent such premium exceeds 200% of the annual premiums paid as of the date hereof by the Company for such insurance, which annual premiums paid are set forth in Section 6.4(c) of the Company Disclosure Letter (such 200% amount, the “Base Premium”); provided however, if such insurance coverage cannot be obtained at all, or can only be obtained at a premium in excess of the Base Premium, the Company may purchase the most advantageous “tail” policy of directors’ and officers’ insurance reasonably available for an annual premium equal to the Base Premium (d) Notwithstanding anything herein to the contrary, if any claim or Action is made against any Indemnified Party on or prior to the sixth anniversary of the Effective Time, the provisions and benefits of this Section 6.4 shall continue in full force and effect with respect to such claim or Action until the final disposition of such claim or Action. (e) This covenant is intended to be for the benefit of, and shall be enforceable by, each of the Indemnified Parties and their respective heirs and legal representatives. Parent shall pay all reasonable expenses, including attorneys’ fees, that may be incurred by any Indemnified Party in enforcing the indemnity and other obligations provided in this Section 6.4; provided that such Indemnified Parties make an undertaking to repay such expenses if it is determined that they were not entitled to indemnification or expense reimbursement under this Section 6.4. The indemnification provided for herein shall not be deemed exclusive of any other rights to which an Indemnified Party is entitled, whether pursuant to Law, contract or otherwise. (f) In the event that either Parent or Parent, the Surviving Corporation or any of its their successors or assigns (i) consolidates with or merges into any other Person and is shall not be the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers or conveys all or substantially all a majority of its properties, rights properties and other assets to any Person, then, and in each such case, Parent shall, and shall cause the Surviving Corporation to, cause proper provision to shall be made so that such successor the successors and assigns of Parent or assign the Surviving Corporation, as the case may be, shall expressly assume the obligations set forth in this Section 5.07. (d) Prior to the Effective Time, the Company shall and, if the Company is unable to, Parent shall cause the Surviving Corporation as of the Effective Time to, obtain and fully pay the premium for “tail” insurance policies for the extension of directors’ and officers’ liability insurance, fiduciary liability insurance and employee practices liability insurance (to the extent applicable to directors of the Company as of the date of this Agreement) (collectively, “D&O Insurance”), in each case for a claims reporting or discovery period of six years after the Effective Time (the “Tail Period”) with respect to any claim related to matters existing or occurring at or prior to the Effective Time from the Company’s D&O Insurance carrier as of the date of this Agreement or one or more insurance carriers with the same or better credit rating as such carrier with terms, conditions, retentions and limits of liability that are at least as favorable to the insureds as the Company’s existing policies6.4; provided, however, that in no event shall the premium amount for such policies exceed 300% a successor or assign of the last aggregate annual premium paid by the Company prior to the date hereof. If the Company for any reason fails to obtain or a Subsidiary of Parent for any reason fails to cause to be obtained such “tail” insurance policies as of the Effective Time, including the Surviving Corporation shallCorporation, and Parent shall cause the Surviving Corporation to, maintain in effect the current D&O Insurance for the Tail Period, with at least the same coverage and amounts containing terms and conditions that are not less advantageous in the aggregate than such policy with respect to matters arising on or before the Effective Time; provided, however, that after the Effective Time, Parent shall not be required to pay with respect to D&O Insurance assume the obligations set forth in respect of any one policy year annual premiums in excess of 300% of the last annual premium paid by the Company prior to the date hereof in respect of the D&O Insurance coverage required to be obtained pursuant hereto, but in this Section 6.4 if Parent unconditionally assumes all such case shall purchase D&O Insurance with the best overall terms, conditions, retentions and levels of coverage reasonably available for such amountobligations. (eg) Notwithstanding anything herein This Section 6.4 is not intended to limit the contrary, if rights of any proceeding or threatened action, suit, proceeding, investigation or claim (whether arising before, at or after the Effective Time) is instituted against Persons pursuant to any Indemnified Party on or prior to the sixth anniversary indemnification agreement listed in Section 3.11 of the Effective Time, the provisions of this Section 5.07 shall continue in effect until the final disposition of such proceeding or threatened action, suit, proceeding, investigation or claimCompany Disclosure Letter. (f) The provisions of this Section 5.07 are (i) intended to be for the benefit of, and will be enforceable from and after the Effective Time by, each Indemnified Party, his or her heirs and his or her Representatives and (ii) in addition to, and not in substitution for, any other rights to indemnification or contribution that any such Person may have by Contract or otherwise.

Indemnification, Exculpation and Insurance. (a) Parent and Merger Sub agree that all rights to exculpation, indemnification or advancement of expenses arising from, relating to or otherwise in respect of, acts or omissions occurring prior to the Effective Time now existing in favor of the current or former directors or officers of any of the Acquired Companies as provided in their respective certificates of incorporation, bylaws or other comparable organizational documents and any indemnification or other agreements of the Acquired Companies with any of the current or former directors or officers of any of the Acquired Companies as in effect on the date of this Agreement shall be assumed by the Surviving Corporation in the Merger, without further action, at the Effective Time, and shall survive the Merger and shall continue in full force and effect in accordance with their terms. For a period of no less than six (6) years from the Effective Time, Parent shall, or shall cause the Surviving Corporation to, maintain in effect the exculpation, indemnification and advancement of expenses provisions of each Acquired Company’s certificate of incorporation and bylaws or other comparable organizational documents in effect as of the date of this Agreement or in any indemnification agreements of the Acquired Companies with any of their respective directors, officers or employees in effect as of the date of this Agreement, and shall not amend, repeal or otherwise modify any such provisions in any manner that would adversely affect the rights thereunder of any individuals who immediately before the Effective Time were current or former directors, officers or employees of any of the Acquired Companies; provided, however, all rights to exculpation, indemnification and advancement of expenses in respect of any Action pending or asserted or any claim made within such period shall continue until the final disposition of such Action. (b) From and after the Effective Time, Parent shall, and shall cause the Surviving Corporation toshall, indemnifyto the fullest extent that the Company would have been permitted under the Law of the State of Delaware, defend indemnify and hold harmless, all past harmless (and present directors, officers and employees advance funds in respect of each of the Company foregoing and its Subsidiaries costs of defense to) each current and former director or officer of any of the Acquired Companies (collectivelyeach such individual, the together with such individual’s heirs, executors or administrators, an “Indemnified PartiesParty”) ), in each case against any costslosses, claims, damages, liabilities, fees, costs and expenses (including attorneys’ fees and expenses and disbursements), judgments, fines, losses, claims damages or liabilities incurred fines and amounts paid in settlement in connection with any claim, action, suit, proceeding actual or investigationthreatened Action, whether civil, criminal, administrative or investigative, arising out of of, relating to or pertaining to (i) in connection with the fact that the such Indemnified Party is or was a director, an officer, employee director or fiduciary of the Company or any of its Subsidiaries or is or was serving at the request of, or to represent the interest of, the Company or any of its Subsidiaries as a director, officer, partner, member, trustee, fiduciary, employee or agent of any other corporation, partnership, joint venture, limited liability company, trust, employee benefit plan or other enterprise, including any charitable or not-for profit public service organization or trade association or (ii) matters existing or occurring Acquired Companies at or prior to the Effective Time (including with respect to acts or omissions occurring in connection with this Agreement and the consummation of the transactions contemplated hereby), whether asserted or claimed prior to, at or after the Effective Time, in each case to the fullest extent permitted by applicable Law as it presently exists or may hereafter be amended (but, in the case of any such amendment, only to the extent such amendment permits Parent or the Surviving Corporation to provide broader indemnification rights or rights of advancement of expenses than such Law permitted Parent or the Surviving Corporation to provide prior to such amendment). In the event of any proceeding or threatened action, suit, proceeding, investigation or claim (and in which indemnification could be sought by such Indemnified Party hereunder), each Indemnified Party shall be entitled to advancement of expenses incurred in the defense of any such proceeding or threatened Action from Parent or the Surviving Corporation (within 10 days of receipt by Parent or the Surviving Corporation from an Indemnified Party of a request therefor) to the fullest extent and in the manner permitted by the DGCL and the certificate of incorporation and bylaws of the Company as at the date hereof; provided, that any Person however, the Indemnified Party to whom expenses are advanced provides an undertaking undertaking, if and only to the extent required by applicable Law, to repay such advances if it is ultimately determined by a court of competent jurisdiction that such Person Indemnified Party is not entitled to indemnification. (b) Without limitation to clause (a)indemnification for such expenses. No Indemnified Party shall settle, Parent shall, and shall cause the Surviving Corporation to, compromise or consent to the fullest extent permitted entry of any judgment in any threatened or actual Action for which indemnification could be sought by applicable Lawan Indemnified Party hereunder unless Parent consents in writing to such settlement, include and cause to compromise or consent (which consent shall not be maintained in effect in the Surviving Corporation’s (unreasonably withheld, conditioned or any successor’s) organizational documents for a period of six years after the Effective Time, provisions regarding elimination of liability of directors, and indemnification of and advancement of expenses to directors and officers of the Company, no less favorable than those contained in the Company’s organizational documents as of the date hereofdelayed). (c) In At or prior to the event Effective Time, the Company shall purchase a prepaid (or “tail”) directors’ and officers’ insurance and indemnification policy that either Parent provides coverage for events occurring prior to the Effective Time for an aggregate period of not less than six (6) years from the Effective Time, that does not result in gaps or lapses of coverage with respect to matters occurring prior to the Effective Time and that is no less favorable with respect to limits, deductibles and other terms compared to the Company’s existing directors’ and officers’ insurance and indemnification policies or, if such insurance coverage is unavailable, the best available similar coverage (the “Continuing D&O Insurance”); provided, however, the premium for the Continuing D&O Insurance shall not exceed the amount set forth on Section 5.8(c) of the Company Disclosure Letter (in which such case the Company shall purchase Continuing D&O Insurance that provides the maximum coverage available at such an amount of premium). (d) If Parent, the Surviving Corporation or any of its 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 of its properties, rights properties and other assets to any Personassets, then, and in each such case, Parent shall, and shall cause the Surviving Corporation to, cause proper provision to be made so shall ensure that such successor surviving corporation or assign shall expressly entity or the transferees of such properties or assets assume the obligations set forth in this Section 5.075.8. (de) Prior The rights of each Indemnified Party under this Section 5.8 shall be in addition to any rights such Indemnified Party may have under the certificate of incorporation or bylaws or other comparable organizational documents of any of the Acquired Companies or under any agreement of any Indemnified Party with any of the Acquired Companies, in each case in effect as of immediately prior to the Effective Time, the Company or under applicable Law. Except as otherwise set forth herein, these rights shall and, if the Company is unable to, Parent shall cause the Surviving Corporation as survive consummation of the Effective Time to, obtain Merger in accordance with their terms and fully pay the premium for “tail” insurance policies for the extension of directors’ and officers’ liability insurance, fiduciary liability insurance and employee practices liability insurance (are intended to the extent applicable to directors of the Company as of the date of this Agreement) (collectively, “D&O Insurance”), in each case for a claims reporting or discovery period of six years after the Effective Time (the “Tail Period”) with respect to any claim related to matters existing or occurring at or prior to the Effective Time from the Company’s D&O Insurance carrier as of the date of this Agreement or one or more insurance carriers with the same or better credit rating as such carrier with terms, conditions, retentions and limits of liability that are at least as favorable to the insureds as the Company’s existing policies; provided, however, that in no event shall the premium amount for such policies exceed 300% of the last aggregate annual premium paid by the Company prior to the date hereof. If the Company for any reason fails to obtain or Parent for any reason fails to cause to be obtained such “tail” insurance policies as of the Effective Time, the Surviving Corporation shallbenefit, and Parent shall cause the Surviving Corporation to, maintain in effect the current D&O Insurance for the Tail Period, with at least the same coverage and amounts containing terms and conditions that are not less advantageous in the aggregate than such policy with respect to matters arising on or before the Effective Time; provided, however, that after the Effective Time, Parent shall not be required to pay with respect to D&O Insurance in respect of any one policy year annual premiums in excess of 300% of the last annual premium paid by the Company prior to the date hereof in respect of the D&O Insurance coverage required to be obtained pursuant hereto, but in such case shall purchase D&O Insurance with the best overall terms, conditions, retentions and levels of coverage reasonably available for such amount. (e) Notwithstanding anything herein to the contrary, if any proceeding or threatened action, suit, proceeding, investigation or claim (whether arising before, at or after the Effective Time) is instituted against any Indemnified Party on or prior to the sixth anniversary of the Effective Time, the provisions of this Section 5.07 shall continue in effect until the final disposition of such proceeding or threatened action, suit, proceeding, investigation or claim. (f) The provisions of this Section 5.07 are (i) intended to be for the benefit of, and will be enforceable from and after the Effective Time by, each Indemnified Party, his or her heirs and his or her Representatives and (ii) in addition to, and not in substitution for, any other rights to indemnification or contribution that any such Person may have by Contract or otherwise.

Indemnification, Exculpation and Insurance. (a) From and after Without limiting any additional rights that any employee may have under any agreement or Company Plan, from the Effective TimeTime through the sixth anniversary of the date on which the Effective Time occurs, Parent shall, and shall cause the Surviving Corporation to, indemnify, defend indemnify and hold harmless, all past harmless each present (as of the Effective Time) and present directors, officers and employees former officer or director of the Company and its Subsidiaries (collectively, the “Indemnified Parties”) ), against any costsand all claims, expenses (losses, liabilities, damages, judgments, inquiries, fines and reasonable fees, costs and expenses, including attorneys’ fees and expenses and disbursements), judgments, fines, losses, claims damages or liabilities incurred in connection with any claim, action, suit, proceeding or investigationAction, whether civil, criminal, administrative or investigative, arising out of or pertaining to (i) the fact that the Indemnified Party is or was a an officer, director, officer, employee fiduciary or fiduciary agent of the Company or any of its Subsidiaries or is or was serving at the request of, or to represent the interest of, the Company or any of its Subsidiaries as a director, officer, partner, member, trustee, fiduciary, employee or agent of any other corporation, partnership, joint venture, limited liability company, trust, employee benefit plan or other enterprise, including any charitable or not-for profit public service organization or trade association or (ii) matters existing or occurring at or prior to the Effective Time (including with respect to acts or omissions occurring in connection with this Agreement and the consummation of the transactions and actions contemplated hereby), whether asserted or claimed prior to, at or after the Effective Time, in each case to the fullest extent permitted by under applicable Law and the Company Charter and Company Bylaws as it presently exists or may hereafter be amended (but, in at the case date hereof. In the event of any such amendmentAction, only (i) each Indemnified Party shall be entitled to advancement of expenses incurred in the extent such amendment permits defense of any Action from Parent or the Surviving Corporation to provide broader the fullest extent permitted under applicable Law and the Company Charter and Company Bylaws; provided, that any Person to whom expenses are advanced provides an undertaking, if and only to the extent required by the DGCL or the Company Charter or Company Bylaws, to repay such advances if it is ultimately determined that such Person is not entitled to indemnification rights or rights of advancement of expenses than such Law permitted Parent or and (ii) the Surviving Corporation shall not settle, compromise or consent to provide prior to such amendment). In the event entry of any judgment in any proceeding or threatened action, suit, proceeding, investigation or claim (and in which indemnification could be sought by such Indemnified Party hereunder), each unless such settlement, compromise or consent includes an unconditional release of such Indemnified Party shall be entitled to advancement from all liability arising out of expenses incurred in the defense of any such proceeding action, suit, proceeding, investigation or threatened Action from Parent or claim (including because the Surviving Corporation (within 10 days of receipt by Parent reimbursed all monetary damages to the Indemnified Party) or the Surviving Corporation from an such Indemnified Party of a request therefor) otherwise consents (such consent not to the fullest extent and in the manner permitted by the DGCL and the certificate of incorporation and bylaws of the Company as at the date hereof; providedbe unreasonably withheld, that any Person to whom expenses are advanced provides an undertaking to repay such advances if it is ultimately determined that such Person is not entitled to indemnificationdelayed or conditioned). (b) Without limitation to clause (a), Parent shall, and shall cause the Surviving Corporation to, to the fullest extent permitted Except as may be required by applicable Law, include Parent and cause the Company agree that all rights to be maintained indemnification and exculpation from liabilities for acts or omissions occurring at or prior to the Effective Time and rights to advancement of expenses relating thereto now existing in effect favor of any Indemnified Party as provided in the Surviving Corporation’s certificate of incorporation or bylaws (or comparable organizational documents) of the Company and its Subsidiaries or in any successor’s) organizational documents indemnification agreement between such Indemnified Party and the Company or any of its Subsidiaries that is consistent with the form of indemnification agreement included in the Company SEC Documents shall survive the Merger and continue in full force and effect, and shall not be amended, repealed or otherwise modified in any manner that would adversely affect any right thereunder of any such Indemnified Party for a period of six years after the Effective Time, provisions regarding elimination of liability of directors, and indemnification of and advancement of expenses to directors and officers of the Company, no less favorable than those contained in the Company’s organizational documents as of the date hereof. (c) In At the event that either Parent or Company’s option, the Surviving Corporation or any of its successors or assigns (i) consolidates with or merges into any other Person and is not the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers or conveys all or substantially all of its propertiesCompany may purchase, rights and other assets to any Person, then, and in each such case, Parent shall, and shall cause the Surviving Corporation to, cause proper provision to be made so that such successor or assign shall expressly assume the obligations set forth in this Section 5.07. (d) Prior prior to the Effective Time, a six-year prepaid “tail policy” on terms and conditions (in both amount and scope) providing substantially equivalent benefits as the Company shall and, if the Company is unable to, Parent shall cause the Surviving Corporation as of the Effective Time to, obtain and fully pay the premium for “tail” insurance current policies for the extension of directors’ and officers’ liability insurance, insurance and fiduciary liability insurance and employee practices liability insurance (to the extent applicable to directors of maintained by the Company as of and its Subsidiaries with respect to matters arising on or before the Effective Time, covering without limitation the transactions contemplated hereby for a cost not to exceed 300% the amount the Company paid in its last full fiscal year prior to the date of this Agreement) (collectively, “D&O Insurance”), in each case for a claims reporting or discovery period of six years after the Effective Time (the “Tail Period”) with respect to any claim related to matters existing or occurring at or prior to the Effective Time from the Company’s D&O Insurance carrier as of the date of this Agreement or one or more insurance carriers with the same or better credit rating as . If such carrier with terms, conditions, retentions and limits of liability that are at least as favorable to the insureds as the Company’s existing policies; provided, however, that in no event shall the premium amount for such policies exceed 300% of the last aggregate annual premium paid tail prepaid policy has been obtained by the Company prior to the date hereof. If Effective Time, Parent shall cause such policy to be maintained in full force and effect, for its full term, and cause all obligations thereunder to be honored by the Surviving Corporation for a cost not to exceed 300% of the amount of that the Company for any reason fails paid in its last full fiscal year prior to obtain or Parent for any reason fails the date of this Agreement. Unless prior to cause to be obtained the Effective Time the Company shall have purchased such “tail” insurance policies as tail policy”, for a period of six years from the Effective Time, the Surviving Corporation shall, and Parent shall either cause to be maintained in effect the current policies of directors’ and officers’ liability insurance and fiduciary liability insurance maintained by the Company and its Subsidiaries or cause to be provided substitute policies or purchase or cause the Surviving Corporation toto purchase, maintain a “tail policy,” in effect the current D&O Insurance for the Tail Period, with either case of at least the same coverage and amounts containing terms and conditions that are not less advantageous in the aggregate than such policy with respect to matters arising on or before the Effective Time; provided, however, that after (x) in the Effective Timecase of an insurance policy, Parent the Surviving Corporation shall not be required to pay with respect to D&O Insurance such insurance policies in respect of any one policy year annual premiums in excess of 300% of the last annual premium paid by the Company prior to the date hereof and (y) in respect the case of a “tail policy,” the D&O Insurance coverage Surviving Corporation shall not be required to pay more than 300% of such last annual premium, and in either case, the Surviving Corporation shall purchase the maximum amount of coverage that can be obtained pursuant hereto, but in for 300% of such case shall purchase D&O Insurance with the best overall terms, conditions, retentions and levels of coverage reasonably available for such amountlast annual premium. (ed) Notwithstanding anything herein to the contrary, if any proceeding or threatened action, suit, proceeding, investigation or claim Action (whether arising before, at or after the Effective Time) is instituted against any Indemnified Party on or prior to the sixth anniversary of the Effective Time, the provisions of this Section 5.07 5.12 shall continue in effect until the final disposition of such proceeding Action. (e) The indemnification provided for herein shall not be deemed exclusive of any other rights to which an Indemnified Party is entitled, whether pursuant to Law, Contract or threatened actionotherwise. The provisions of this Section 5.12 shall survive the consummation of the Merger and, suitnotwithstanding any other provision of this Agreement that may be to the contrary, proceedingexpressly are intended to benefit, investigation or claimand shall be enforceable by, each of the Indemnified Parties and their respective heirs and legal representatives. (f) The provisions In the event that the Surviving Corporation or Parent or any of this Section 5.07 are their respective successors or assigns (i) intended to consolidates with or merges into any other Person and shall not be for the benefit of, and will be enforceable from and after the Effective Time by, each Indemnified Party, his continuing or her heirs and his surviving corporation or her Representatives and entity of such consolidation or merger or (ii) in addition totransfers or conveys all or a majority of its properties and assets to any Person, then, and not in substitution foreach such case, any other rights proper provision shall be made so that the successors and assigns of the Surviving Corporation or Parent, as the case may be, shall succeed to indemnification or contribution that any such Person may have by Contract or otherwisethe obligations set forth in this Section 5.12.

Indemnification, Exculpation and Insurance. (a) From Parent agrees that all rights to indemnification of and after the Effective Time, Parent shall, and shall cause the Surviving Corporation to, indemnify, defend and hold harmless, all past and present directors, officers and employees of the Company and its Subsidiaries (collectively, the “Indemnified Parties”) against any costs, expenses (including attorneys’ fees and expenses and disbursements), judgments, fines, losses, claims damages exculpation from liabilities for acts or liabilities incurred in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of or pertaining to (i) the fact that the Indemnified Party is or was a director, officer, employee or fiduciary of the Company or any of its Subsidiaries or is or was serving at the request of, or to represent the interest of, the Company or any of its Subsidiaries as a director, officer, partner, member, trustee, fiduciary, employee or agent of any other corporation, partnership, joint venture, limited liability company, trust, employee benefit plan or other enterprise, including any charitable or not-for profit public service organization or trade association or (ii) matters existing or omissions occurring at or prior to the Effective Time and rights to advancement of expenses relating thereto now existing in favor of any Person who is or prior to the Effective Time becomes, or has been at any time prior to the Agreement Date, a director or officer of the Company (including with respect each, an “Indemnified Party”) to acts the extent that such Persons are entitled to such rights pursuant to and as provided in the Company Articles of Incorporation, the Company Bylaws or omissions occurring in connection with this Agreement any indemnification agreement between such Indemnified Party and the consummation Company (a true and complete copy of the transactions contemplated herebywhich has been made available to Parent), whether asserted or claimed prior toin each case, at or as in effect on the Agreement Date, shall remain in full force and effect for a period of six (6) years after the Effective Time, in each case to the fullest extent permitted by applicable Law as it presently exists Time (or may hereafter be amended (but, in the case of any indemnification agreement providing for a longer period, until the expiration of the rights in accordance with the terms of such amendment, only to the extent such amendment permits Parent or the Surviving Corporation to provide broader indemnification rights or rights of advancement of expenses than such Law permitted Parent or the Surviving Corporation to provide prior to such amendmentagreement). In Such rights shall survive the event Merger and shall, for a period of six (6) years after the Effective Time (or in the case of any proceeding indemnification agreement providing for a longer period, until the expiration of the rights in accordance with the terms of such indemnification agreement), not be amended, repealed or threatened action, suit, proceeding, investigation or claim (and otherwise modified in which indemnification could be sought by any manner that would adversely affect any right thereunder of any such Indemnified Party hereunder), each without the prior consent of the affected Indemnified Party shall be entitled to advancement of expenses incurred in the defense of any such proceeding or threatened Action from Parent or the Surviving Corporation (within 10 days of receipt by Parent or the Surviving Corporation from an Indemnified Party Party. If written notice of a request therefor) claim for indemnification pursuant to this Section 6.07 has been given prior to the fullest extent and in the manner permitted by the DGCL and the certificate of incorporation and bylaws expiration of the Company as at six (6) year (or longer) period referenced above, then no amendment, repeal or modification of this Section 6.07 shall adversely affect the date hereof; provided, that any Person to whom expenses are advanced provides an undertaking to repay Indemnified Party’s rights in respect of such advances if it is ultimately determined that such Person is not entitled to indemnificationclaim. (b) Without limitation to clause Parent shall either (a), Parent shall, and shall cause the Surviving Corporation to, to the fullest extent permitted by applicable Law, include and i) cause to be maintained in effect in the Surviving Corporation’s (or any successor’s) organizational documents effect, for a period of six (6) years after the Effective Time, provisions regarding elimination the directors’ and officers’ liability insurance policy that is in effect at the Agreement Date (the “Current D&O Policy”) covering acts or omissions at or prior to the Effective Time with respect to those persons who are covered by the Current D&O Policy as of liability of directorsthe Effective Time, and indemnification of and advancement of expenses to directors and officers of or (ii) obtain, in consultation with the Company, a prepaid (or “tail”) directors’ and officers’ liability insurance policy covering acts or omissions occurring at or prior to the Effective Time for a period of six (6) years after the Effective Time, with respect to those persons who are covered by the Current D&O Policy as of the Effective Time on terms with respect to such coverage and amounts no less favorable to such indemnified persons than those contained in the Company’s organizational documents as of the date hereofCurrent D&O Policy; provided that in no event shall the aggregate costs of such insurance policies exceed in any one (1) year during the six (6) years after the Effective Time one-hundred fifty percent (150%) of the aggregate premiums paid by the Company for such purpose with respect to 2010 (which aggregate premiums with respect to 2010 are hereby represented and warranted by the Company to be $230,000), it being understood that Parent or the Surviving Corporation shall nevertheless be obligated to purchase such coverage, with respect to each year during such six (6) year period, as may be obtained for such one-hundred fifty percent (150%) annual amount; provided further that Parent or the Surviving Corporation may substitute therefor policies of any reputable insurance company, so long as such policies have terms with respect to coverage and amounts no less favorable to such indemnified persons than those of the Current D&O Policy. (c) In the event that either Parent or the Surviving Corporation or any of its 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 of its properties, rights properties and other assets to any Person, or if Parent dissolves the Surviving Corporation, then, and in each such case, Parent shall, and shall cause the Surviving Corporation to, cause proper provision to be made so that such successor the applicable successors and assigns or assign shall expressly transferees assume the obligations set forth in this Section 5.076.07. (d) Prior to the Effective Time, the Company shall and, if the Company is unable to, Parent shall cause the Surviving Corporation as of the Effective Time to, obtain and fully pay the premium for “tail” insurance policies for the extension of directors’ and officers’ liability insurance, fiduciary liability insurance and employee practices liability insurance (to the extent applicable to directors of the Company as of the date of this Agreement) (collectively, “D&O Insurance”), in each case for a claims reporting or discovery period of six years after the Effective Time (the “Tail Period”) with respect to any claim related to matters existing or occurring at or prior to the Effective Time from the Company’s D&O Insurance carrier as of the date of this Agreement or one or more insurance carriers with the same or better credit rating as such carrier with terms, conditions, retentions and limits of liability that are at least as favorable to the insureds as the Company’s existing policies; provided, however, that in no event shall the premium amount for such policies exceed 300% of the last aggregate annual premium paid by the Company prior to the date hereof. If the Company for any reason fails to obtain or Parent for any reason fails to cause to be obtained such “tail” insurance policies as of the Effective Time, the Surviving Corporation shall, and Parent shall cause the Surviving Corporation to, maintain in effect the current D&O Insurance for the Tail Period, with at least the same coverage and amounts containing terms and conditions that are not less advantageous in the aggregate than such policy with respect to matters arising on or before the Effective Time; provided, however, that after the Effective Time, Parent shall not be required to pay with respect to D&O Insurance in respect of any one policy year annual premiums in excess of 300% of the last annual premium paid by the Company prior to the date hereof in respect of the D&O Insurance coverage required to be obtained pursuant hereto, but in such case shall purchase D&O Insurance with the best overall terms, conditions, retentions and levels of coverage reasonably available for such amount. (e) Notwithstanding anything herein to the contrary, if any proceeding or threatened action, suit, proceeding, investigation or claim (whether arising before, at or after the Effective Time) is instituted against any Indemnified Party on or prior to the sixth anniversary of the Effective Time, the provisions of this Section 5.07 shall continue in effect until the final disposition of such proceeding or threatened action, suit, proceeding, investigation or claim. (f) The provisions of this Section 5.07 6.07 are (i) intended to be for the benefit of, and will be enforceable from and after the Effective Time by, each Indemnified Party, his or her heirs and his or her Representatives representatives, and (ii) are in addition to, and not in substitution for, any other rights to indemnification or contribution that any such Person may have by Contract contract or otherwise. On and after the Share Acceptance Time, the provisions of this Section 6.07 may not be amended in a manner adverse to any Indemnified Party without his or her prior consent.

Indemnification, Exculpation and Insurance. (a) From Without limiting any additional rights that any employee may have under any agreement or Xxxxxx Plan, from the Effective Time through the sixth anniversary of the date on which the Effective Time occurs, the Surviving Corporation shall indemnify and after hold harmless each present (as of the Effective Time) and former officer, Parent shall, and shall cause the Surviving Corporation to, indemnify, defend and hold harmless, all past and present directors, officers and employees director or employee of the Company Xxxxxx and its Subsidiaries (collectively, the “Indemnified Parties”) ), against any costsall claims, expenses (losses, liabilities, damages, judgments, inquiries, fines and reasonable fees, costs and expenses, including attorneys’ fees and expenses and disbursementsdisbursements (collectively, “Costs”), judgments, fines, losses, claims damages or liabilities incurred in connection with any claim, action, suit, proceeding or investigationAction, whether civil, criminal, administrative or investigative, arising out of or pertaining to (i) the fact that the Indemnified Party is or was a an officer, director, officeremployee, employee fiduciary or fiduciary agent of the Company Xxxxxx or any of its Subsidiaries or is or was serving at the request of, or to represent the interest of, the Company or any of its Subsidiaries as a director, officer, partner, member, trustee, fiduciary, employee or agent of any other corporation, partnership, joint venture, limited liability company, trust, employee benefit plan or other enterprise, including any charitable or not-for profit public service organization or trade association or (ii) matters existing or occurring at or prior to the Effective Time (including with respect to acts or omissions occurring in connection with this Agreement and the consummation of the transactions and actions contemplated hereby), whether asserted or claimed prior to, at or after the Effective Time, in each case to the fullest extent permitted by under applicable Law as it presently exists or may hereafter be amended (but, in the case of any such amendment, only to the extent such amendment permits Parent or the Surviving Corporation to provide broader indemnification rights or rights of advancement of expenses than such Law permitted Parent or the Surviving Corporation to provide prior to such amendment)Law. In the event of any such Action, (A) each Indemnified Party shall be entitled to advancement of expenses incurred in the defense of any Action from the Surviving Corporation to the fullest extent permitted under applicable Law within ten (10) Business Days of receipt by the Surviving Corporation from the Indemnified Party of a request therefor; provided, that any Person to whom expenses are advanced provides an undertaking, if and only to the extent required by applicable Law, to repay such advances if it is ultimately determined that such Person is not entitled to indemnification, (B) the Surviving Corporation shall not settle, compromise or consent to the entry of any judgment in any proceeding or threatened action, suit, proceeding, investigation or claim (and in which indemnification could be sought by such Indemnified Party hereunder), each unless such settlement, compromise or consent includes an unconditional release of such Indemnified Party from all liability arising out of such action, suit, proceeding, investigation or claim or such Indemnified Party otherwise consents, and (C) the Surviving Corporation shall be entitled to advancement of expenses incurred cooperate in the defense of any such proceeding or threatened Action from Parent or the Surviving Corporation (within 10 days of receipt by Parent or the Surviving Corporation from an Indemnified Party of a request therefor) to the fullest extent and in the manner permitted by the DGCL and the certificate of incorporation and bylaws of the Company as at the date hereof; provided, that any Person to whom expenses are advanced provides an undertaking to repay such advances if it is ultimately determined that such Person is not entitled to indemnificationmatter. (b) Without limitation to clause (a), Parent shall, and shall cause the Surviving Corporation to, to the fullest extent permitted Except as may be required by applicable Law, include Standard Pacific and cause Xxxxxx agree that all rights to be maintained in effect in the Surviving Corporation’s (indemnification and exculpation from liabilities for acts or any successor’s) organizational documents for a period of six years after the Effective Time, provisions regarding elimination of liability of directors, and indemnification of and advancement of expenses to directors and officers of the Company, no less favorable than those contained in the Company’s organizational documents as of the date hereof. (c) In the event that either Parent or the Surviving Corporation or any of its successors or assigns (i) consolidates with or merges into any other Person and is not the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers or conveys all or substantially all of its properties, rights and other assets to any Person, then, and in each such case, Parent shall, and shall cause the Surviving Corporation to, cause proper provision to be made so that such successor or assign shall expressly assume the obligations set forth in this Section 5.07. (d) Prior to the Effective Time, the Company shall and, if the Company is unable to, Parent shall cause the Surviving Corporation as of the Effective Time to, obtain and fully pay the premium for “tail” insurance policies for the extension of directors’ and officers’ liability insurance, fiduciary liability insurance and employee practices liability insurance (to the extent applicable to directors of the Company as of the date of this Agreement) (collectively, “D&O Insurance”), in each case for a claims reporting or discovery period of six years after the Effective Time (the “Tail Period”) with respect to any claim related to matters existing or omissions occurring at or prior to the Effective Time and rights to advancement of expenses relating thereto now existing in favor of any Indemnified Party as provided in the certificate of incorporation or bylaws (or comparable organizational documents) of Xxxxxx and its Subsidiaries or in any indemnification agreement between such Indemnified Party and Xxxxxx or any of its Subsidiaries shall survive the Merger and continue in full force and effect, and shall not be amended, repealed or otherwise modified in any manner that would adversely affect any right thereunder of any such Indemnified Party. (c) For a period of six years from the Company’s D&O Insurance carrier as of the date of this Agreement or one or more insurance carriers with the same or better credit rating as such carrier with terms, conditions, retentions and limits of liability that are at least as favorable to the insureds as the Company’s existing policies; provided, however, that in no event shall the premium amount for such policies exceed 300% of the last aggregate annual premium paid by the Company prior to the date hereof. If the Company for any reason fails to obtain or Parent for any reason fails to cause to be obtained such “tail” insurance policies as of the Effective Time, the Surviving Corporation shall, and Parent shall either cause the Surviving Corporation to, maintain to be maintained in effect the current D&O Insurance for the Tail Period, with policies of directors’ and officers’ liability insurance and fiduciary liability insurance maintained by Xxxxxx and its Subsidiaries or provide substitute policies or purchase a “tail policy,” in any case of at least the same coverage and amounts containing terms and conditions that are not less advantageous in the aggregate than such policy with respect to matters arising on or before the Effective Time; provided, however, that after the Effective Time, Parent the Surviving Corporation shall not be required to pay with respect to D&O Insurance such insurance policies in respect of any one policy year annual premiums in excess of 300225% of the last annual premium paid by the Company Xxxxxx prior to the date hereof in respect of the D&O Insurance coverage required to be obtained pursuant hereto, but in such case shall purchase D&O Insurance with the best overall terms, conditions, retentions and levels of as much coverage as reasonably available practicable for such amount; provided further, that if the Surviving Corporation purchases a “tail policy” and the coverage thereunder costs more than 225% of such last annual premium, the Surviving Corporation shall purchase the maximum amount of coverage that can be obtained for 225% of such last annual premium. At Xxxxxx’x option, Xxxxxx may purchase, prior to the Effective Time, a six-year prepaid “tail policy” on terms and conditions (in both amount and scope) providing substantially equivalent benefits as the current policies of directors’ and officers’ liability insurance and fiduciary liability insurance maintained by Xxxxxx and its Subsidiaries with respect to matters arising on or before the Effective Time, covering without limitation the transactions contemplated hereby; provided, however, that such insurance policies in respect of any one policy year annual premiums shall not exceed 225% of the last annual premium paid by Xxxxxx prior to the date hereof. If such tail prepaid policy has been obtained by Xxxxxx prior to the Effective Time, the Surviving Corporation shall cause such policy to be maintained in full force and effect, for its full term, and shall honor all obligations thereunder. (ed) Notwithstanding anything herein to the contrary, if any proceeding or threatened action, suit, proceeding, investigation or claim Action (whether arising before, at or after the Effective Time) is instituted against any Indemnified Party on or prior to the sixth anniversary of the Effective Time, the provisions of this Section 5.07 5.10 shall continue in effect until the final disposition of such proceeding Action. (e) The indemnification provided for herein shall not be deemed exclusive of any other rights to which an Indemnified Party is entitled, whether pursuant to Law, Contract or threatened actionotherwise. The provisions of this Section 5.10 shall survive the consummation of the Merger and, suitnotwithstanding any other provision of this Agreement that may be to the contrary, proceedingexpressly are intended to benefit, investigation or claimand shall be enforceable by, each of the Indemnified Parties and their respective heirs and legal representatives. (f) The provisions In the event that the Surviving Corporation or any of this Section 5.07 are its successors or assigns (i) intended to consolidates with or merges into any other Person and shall not be for the benefit of, and will be enforceable from and after the Effective Time by, each Indemnified Party, his continuing or her heirs and his surviving corporation or her Representatives and entity of such consolidation or merger or (ii) in addition totransfers or conveys all or a majority of its properties and assets to any Person, then, and not in substitution foreach such case, any other rights proper provision shall be made so that the successors and assigns of the Surviving Corporation shall succeed to indemnification or contribution that any such Person may have by Contract or otherwisethe obligations set forth in this Section 5.10.

Indemnification, Exculpation and Insurance. (a) From __Purchaser agrees that all rights to indemnification and exculpation (including the advancement of expenses) from liabilities for acts or omissions occurring at or prior to the Effective Time (including with respect to the transactions contemplated by this Agreement) existing now or at the Effective Time in favor of the current or former directors or officers of the Company as provided in its Certificate of Incorporation, its By-laws (each as in effect on the date hereof) and indemnification agreements shall be assumed by the Surviving Corporation in the Merger, without further action, as of the Effective Time and shall survive the Merger and shall continue in full force and effect without amendment, modification or repeal in accordance with their terms for a period of not less than six years after the Effective Time; provided, however, that if any claims are asserted or made within such six-year period, all rights to indemnification (and to advancement of expenses) hereunder in respect of any such claims shall continue, without diminution, until disposition of any and all such claims. (b) For six years after the Effective Time, Parent shall, Purchaser agrees that it shall and shall cause the Surviving Corporation to, indemnify, defend to indemnify and hold harmless, all past harmless each present and present directors, officers former director and employees officer of the Company and its Subsidiaries Company, determined as of the Effective Time (collectively, the “"Indemnified Parties”) "), against any costs, costs or expenses (including reasonable attorneys’ fees and expenses and disbursements' fees), judgments, fines, losses, claims claims, damages or liabilities (collectively, "Costs") (but only to the extent such Costs are not otherwise covered by insurance and paid) incurred in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of or pertaining to (i) the fact that the Indemnified Party is or was a director, officer, employee or fiduciary of the Company or any of its Subsidiaries or is or was serving at the request of, or to represent the interest of, the Company or any of its Subsidiaries as a director, officer, partner, member, trustee, fiduciary, employee or agent of any other corporation, partnership, joint venture, limited liability company, trust, employee benefit plan or other enterprise, including any charitable or not-for profit public service organization or trade association or (ii) matters existing or occurring at or prior to the Effective Time (Time, including with respect to acts or omissions occurring in connection with this Agreement and the consummation of the transactions contemplated hereby), whether asserted or claimed prior to, at or after the Effective Time, in each case to the fullest extent permitted by under applicable Law as it presently exists or may hereafter be amended (but, in the case of any such amendment, only to the extent such amendment permits Parent or the Surviving Corporation to provide broader indemnification rights or rights of advancement of expenses than such Law permitted Parent or the Surviving Corporation to provide prior to such amendment). In the event of any proceeding or threatened action, suit, proceeding, investigation or claim law (and in which indemnification could be sought by such Indemnified Party hereunder), each Indemnified Party shall be entitled to advancement of expenses incurred in the defense of any such proceeding or threatened Action from Parent or the Surviving Corporation (within 10 days of receipt by Parent or the Surviving Corporation from an Indemnified Party of a request therefor) to the fullest extent and in the manner permitted by the DGCL and the certificate of incorporation and bylaws of the Company as at the date hereof; provided, that any Person to whom expenses are advanced provides an undertaking to repay such advances if it is ultimately determined that such Person is not entitled to indemnification. (b) Without limitation to clause (a), Parent Purchaser shall, and or shall cause the Surviving Corporation to, also advance expenses as incurred to the fullest extent permitted by under applicable Lawlaw); provided, include and cause however, that, with respect to be maintained in effect in the Surviving Corporation’s (any Indemnified Person that is an officer or any successor’s) organizational documents for a period employee of six years after the Effective Time, provisions regarding elimination of liability of directors, and indemnification of and advancement of expenses to directors and officers of the Company, no less favorable than those contained in the Company’s organizational documents Parent as of the date hereof, such Indemnified Person shall first have pursued all available rights to indemnification (and advancement of expenses) from Parent. Parent shall indemnify and hold harmless any such Indemnified Person that is at the date hereof an officer or employee of Parent against any such Costs (not covered by insurance and paid) to the fullest extent permitted under applicable law (and Parent shall also advance expenses as incurred to the fullest extent permitted under applicable law). (c) In the event that either Parent or Purchaser, the Surviving Corporation or any of its their successors or assigns (i) consolidates with or merges into any other Person 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 of its properties, rights properties and other assets to any Personperson, then, and in each such case, Parent shall, and shall cause the Surviving Corporation to, cause proper provision to will be made so that such successor the successors and assigns of Purchaser or assign the Surviving Corporation, as the case may be, shall expressly assume the obligations set forth in this Section 5.07Sections 7.5(a) and (b). In the event the Surviving Corporation transfers any material portion of its assets, in a single transaction or in a series of transactions, Purchaser will either guarantee the indemnification obligations referred to in Sections 7.5(a) and (b) hereof or take such other action to insure that the ability of the Surviving Corporation, legal and financial, to satisfy such indemnification obligations will not be diminished in any material respect. (d) Prior to the Effective Time, the Company shall and, if the Company is unable to, Parent shall cause the Surviving Corporation as of the Effective Time to, obtain and fully pay the premium for “tail” insurance policies for the extension of directors’ and officers’ liability insurance, fiduciary liability insurance and employee practices liability insurance (to the extent applicable to directors of the Company as of the date of this Agreement) (collectively, “D&O Insurance”), in each case for For a claims reporting or discovery period of six years after the Effective Time (Time, Parent shall cause to be maintained in effect policies of directors' and officers' liability insurance substantially in the “Tail Period”) amounts currently maintained by Parent and covering the officers, directors and employees of the Company currently covered by Parent's directors' and officers' liability insurance with similar terms and conditions with respect to any claim claims arising from or related to matters existing facts or occurring events which occurred at or prior to the Effective Time from the Company’s D&O Insurance carrier as of the date of this Agreement or one or more insurance carriers with the same or better credit rating as such carrier with terms, conditions, retentions and limits of liability that are at least as favorable to the insureds as the Company’s existing policies; provided, however, that in no event shall the premium amount for such policies exceed 300% of the last aggregate annual premium paid by the Company prior to the date hereof. If the Company for any reason fails to obtain or Parent for any reason fails to cause to be obtained such “tail” insurance policies as of the Effective Time, the Surviving Corporation shall, and Parent shall cause the Surviving Corporation to, maintain in effect the current D&O Insurance for the Tail Period, with at least the same coverage and amounts containing terms and conditions that are not less advantageous in the aggregate than such policy with respect to matters arising on or before the Effective Time; provided, however, that after the Effective Time, Parent shall not be required obligated to pay make annual premium payments for such insurance to the extent such premiums exceed 200% of the annual premiums paid as of the date hereof by Parent for such insurance (such 200% amount, the "Maximum Premium"). If such insurance coverage cannot be obtained at all, or can only be obtained at an annual premium in excess of the Maximum Premium, Parent shall maintain the most advantageous policies of directors' and officers' insurance obtainable for an annual premium equal to the Maximum Premium; provided further, if such insurance coverage cannot be obtained at all, Parent shall purchase extended reporting periods with respect to D&O Insurance in respect such insurance for an amount which, together with all other insurance purchased pursuant to this Section 7.5(d), does not exceed the Maximum Premium. It is understood that Parent will not take any action that would have the effect of any one policy year annual premiums in excess limiting the aggregate amount of 300% of the last annual premium paid by the Company prior to the date hereof in respect of the D&O Insurance insurance coverage required to be obtained pursuant hereto, but maintained for the individuals referred to in such case shall purchase D&O Insurance with the best overall terms, conditions, retentions and levels of coverage reasonably available for such amountthis Section 7.5(d). (e) Notwithstanding anything herein to the contrary, if any proceeding or threatened action, suit, proceeding, investigation or claim (whether arising before, at or after the Effective Time) is instituted against any Indemnified Party on or prior to the sixth anniversary of the Effective Time, the provisions of this Section 5.07 shall continue in effect until the final disposition of such proceeding or threatened action, suit, proceeding, investigation or claim. (f) The provisions of this Section 5.07 7.5 (x) are (i) intended to be for the benefit of, and will shall be enforceable from and after the Effective Time by, each Indemnified Partyindemnified party, his or her heirs and his or her Representatives representatives and (iiy) are in addition to, and not in substitution for, any other rights to indemnification or contribution that any such Person person may have by Contract contract or otherwise.

Indemnification, Exculpation and Insurance. (a) Parent shall, and shall cause the Surviving Corporation and the Company Subsidiaries to, maintain in effect indemnification, exculpation and advancement of expenses provisions no less favorable than those of the Company’s and any Company Subsidiary’s certificate of incorporation and bylaws or similar organization documents in effect immediately prior to the date hereof and honor and fulfill in all respects the obligations of the Company and the Company Subsidiaries under such indemnification, exculpation and advancement of expenses provisions and under any other indemnity agreement or obligation of the Company or any Company Subsidiary with the current or former directors, officers, employees or agents of the Company and the Company Subsidiaries (the “Covered Persons”) for acts or omissions by such Covered Persons occurring prior to the Effective Time to the extent that such obligations of the Company exist on the date of this Agreement, whether pursuant to the Company Charter, the Company Bylaws or individual indemnity or other agreements to which such Covered Persons are a party, and such obligations shall survive the Merger and shall continue in full force and effect for a period of six (6) years following the Closing. During such six-year period, Parent shall, and shall cause the Surviving Corporation and the Company Subsidiaries, not to amend, repeal or otherwise modify any such provisions or agreements in any manner that would adversely affect the rights thereunder of any Covered Person; provided, however, that all rights to indemnification in respect of any Action pending or asserted or any claim made within such period shall continue until the disposition of such Action upon receipt of an undertaking by or on behalf of such Covered Person to repay such amount if it shall be ultimately determined by a final non-appealable order that he or she is not entitled to the indemnification referenced in the immediately preceding sentence. Neither Parent nor the Surviving Corporation shall be liable for any settlement effected without its written consent (which shall not be unreasonably withheld, conditioned or delayed). (b) For a period of six years after the Effective Time, Parent shall cause to be maintained in effect the current policies of directors’ and officers’ liability insurance and all other claims based insurance policies providing insurance coverage to the directors and officers of the Company maintained by the Company and the Company Subsidiaries and identified on Section 6.05(b) of the Company Disclosure Letter (provided that Parent may substitute therefor policies with carriers having credit ratings equal or better than those of the Company’s insurance substantially the same coverage and amounts containing terms and conditions which are no less advantageous) with respect to claims arising from or related to facts or events which occurred at or before the Effective Time; provided, however, that Parent shall not be obligated to make annual premium payments for such insurance to the extent such premiums exceed 250% of the last annual premiums paid as of the date hereof by the Company for such insurance (such 250% amount, the “Maximum Premium”). If such insurance coverage cannot be obtained at all, or can only be obtained at an annual premium in excess of the Maximum Premium, Parent shall maintain the most advantageous policies for such insurance coverage obtainable for an annual premium equal to the Maximum Premium. Prior to the Effective Time, (i) the Company may, following consultation with Parent, or (ii) Parent may, with the consent of the Company (such consent not to be unreasonably withheld), purchase a six-year “tail” prepaid policy on the directors’ and officers’ liability insurance polices maintained by the Company and the Company Subsidiaries on terms and conditions no less advantageous than currently contained in such policies (provided that the amount paid by the Company or Parent for such “tail” policy shall not exceed the Maximum Premium) or on such other terms as Parent approves. In the event that the Company purchases such a “tail” policy prior to the Effective Time, Parent shall, and shall cause the Surviving Corporation and the Company Subsidiaries to, 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 with respect to the directors’ and officers’ liability insurance under the first two sentences of this Section 6.05(b) for so long as such “tail” policy shall be maintained in full force and effect. (c) From and after the Effective Time, to the fullest extent permitted by Law, Parent shall, and shall cause the Surviving Corporation to, indemnify, defend and hold harmlessharmless any Covered Person against all losses, all past claims, damages, liabilities, fees and present directors, officers and employees of the Company and its Subsidiaries (collectively, the “Indemnified Parties”) against any costs, expenses (including attorneys’ fees and expenses and disbursements), judgments, finesfines and amounts paid in settlement (in the case of settlements, losses, claims damages or liabilities incurred in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of or pertaining to (i) the fact that the Indemnified Party is or was a director, officer, employee or fiduciary approval of the Company indemnifying party (which approval shall not be unreasonably withheld, conditioned or any delayed)) (collectively, “Losses”), as incurred (payable monthly upon written request which request shall include reasonable evidence of its Subsidiaries or is or was serving at the request ofLosses set forth therein) to the extent arising from, relating to, or to represent the interest of, the Company otherwise in respect of actions or any of its Subsidiaries as a director, officer, partner, member, trustee, fiduciary, employee or agent of any other corporation, partnership, joint venture, limited liability company, trust, employee benefit plan or other enterprise, including any charitable or not-for profit public service organization or trade association or (ii) matters existing or omissions occurring at or prior to the Effective Time (including with respect to acts or omissions occurring in connection with such Covered Person serving in his or her capacity as such or serving in a similar capacity for any other Person at the direction or request of the Company or any Company Subsidiary, including in respect of this Agreement Agreement, the Merger and the consummation other Transactions; provided, however, that a Covered Person shall not be entitled to indemnification under this Section 6.05(c) for Losses arising out of actions or omissions by the transactions contemplated hereby)Covered Person constituting (i) an intentional breach of this Agreement, whether asserted (ii) a felony or claimed prior to(iii) any intentional violation of federal, at state or after the Effective Timeforeign securities Laws, in each case to the fullest extent permitted by applicable Law as it presently exists or may hereafter be amended (butcase, in the case of any such amendment, only to the extent such amendment permits Parent or the Surviving Corporation to provide broader indemnification rights or rights of advancement of expenses than such Law permitted Parent or the Surviving Corporation to provide prior to such amendment). In the event of any proceeding or threatened actionso determined by a final, suit, proceeding, investigation or claim (and in which indemnification could be sought by such Indemnified Party hereunder), each Indemnified Party shall be entitled to advancement of expenses incurred in the defense of any such proceeding or threatened Action from Parent or the Surviving Corporation (within 10 days of receipt by Parent or the Surviving Corporation from an Indemnified Party of a request therefor) to the fullest extent and in the manner permitted by the DGCL and the certificate of incorporation and bylaws of the Company as at the date hereof; provided, that any Person to whom expenses are advanced provides an undertaking to repay such advances if it is ultimately determined that such Person is not entitled to indemnificationnon-appealable court Order. (b) Without limitation to clause (a), Parent shall, and shall cause the Surviving Corporation to, to the fullest extent permitted by applicable Law, include and cause to be maintained in effect in the Surviving Corporation’s (or any successor’s) organizational documents for a period of six years after the Effective Time, provisions regarding elimination of liability of directors, and indemnification of and advancement of expenses to directors and officers of the Company, no less favorable than those contained in the Company’s organizational documents as of the date hereof. (cd) In the event that either Parent or the Surviving Corporation or any of its successors or assigns (i) consolidates with or merges into any other Person and is 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, rights properties and other assets to any Person, then, then and in each such case, Parent shall, and shall cause the Surviving Corporation to, cause proper provision to shall be made so that such successor continuing or assign surviving corporation or entity or transferee of such assets, as the case may be, shall expressly assume all of the applicable obligations set forth in this Section 5.07. (d) Prior to the Effective Time, the Company shall and, if the Company is unable to, Parent shall cause the Surviving Corporation as of the Effective Time to, obtain and fully pay the premium for “tail” insurance policies for the extension of directors’ and officers’ liability insurance, fiduciary liability insurance and employee practices liability insurance (to the extent applicable to directors of the Company as of the date of this Agreement) (collectively, “D&O Insurance”), in each case for a claims reporting or discovery period of six years after the Effective Time (the “Tail Period”) with respect to any claim related to matters existing or occurring at or prior to the Effective Time from the Company’s D&O Insurance carrier as of the date of this Agreement or one or more insurance carriers with the same or better credit rating as such carrier with terms, conditions, retentions and limits of liability that are at least as favorable to the insureds as the Company’s existing policies; provided, however, that in no event shall the premium amount for such policies exceed 300% of the last aggregate annual premium paid by the Company prior to the date hereof. If the Company for any reason fails to obtain or Parent for any reason fails to cause to be obtained such “tail” insurance policies as of the Effective Time, the Surviving Corporation shall, and Parent shall cause the Surviving Corporation to, maintain in effect the current D&O Insurance for the Tail Period, with at least the same coverage and amounts containing terms and conditions that are not less advantageous in the aggregate than such policy with respect to matters arising on or before the Effective Time; provided, however, that after the Effective Time, Parent shall not be required to pay with respect to D&O Insurance in respect of any one policy year annual premiums in excess of 300% of the last annual premium paid by the Company prior to the date hereof in respect of the D&O Insurance coverage required to be obtained pursuant hereto, but in such case shall purchase D&O Insurance with the best overall terms, conditions, retentions and levels of coverage reasonably available for such amount6.05. (e) Notwithstanding anything herein to the contrary, if any proceeding or threatened action, suit, proceeding, investigation or claim The Covered Persons (whether arising before, at or after the Effective Timeand their successors and heirs) is instituted against any Indemnified Party on or prior to the sixth anniversary of the Effective Time, the provisions are intended third party beneficiaries of this Section 5.07 shall continue in effect until the final disposition of such proceeding or threatened action6.05, suit, proceeding, investigation or claim. (f) The provisions of and this Section 5.07 are 6.05 shall not be amended in a manner that is adverse to the Covered Persons (iincluding their successors and heirs) intended to be for or terminated without the benefit of, consent of the Covered Persons (including their successors and will be enforceable from and after the Effective Time by, each Indemnified Party, his or her heirs and his or her Representatives and (iiheirs) in addition to, and not in substitution for, any other rights to indemnification or contribution that any such Person may have by Contract or otherwiseaffected thereby.

Indemnification, Exculpation and Insurance. (a) From the First Effective Time through the sixth anniversary of the date on which the First Effective Time occurs, each of Parent and after the Surviving Company shall indemnify and hold harmless each person who is now, or has been at any time prior to the date hereof, or who becomes prior to the First Effective Time, a director or officer of Parent shallor the Company, and shall cause the Surviving Corporation to, indemnify, defend and hold harmless, all past and present directors, officers and employees of the Company and its Subsidiaries respectively (collectively, the “D&O Indemnified Parties”) ), against any costsall claims, expenses (losses, liabilities, damages, judgments, fines and reasonable fees, costs and expenses, including attorneys’ fees and expenses and disbursements), judgments, fines, losses, claims damages or liabilities incurred in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of or pertaining to (i) the fact that the D&O Indemnified Party is or was a director, officer, employee director or fiduciary officer of Parent or of the Company or any of its Subsidiaries or is or was serving at the request of, or to represent the interest of, the Company or any of its Subsidiaries as a director, officer, partner, member, trustee, fiduciary, employee or agent of any other corporation, partnership, joint venture, limited liability company, trust, employee benefit plan or other enterprise, including any charitable or not-for profit public service organization or trade association or (ii) matters existing or occurring at or prior to the Effective Time (including with respect to acts or omissions occurring in connection with this Agreement and the consummation of the transactions contemplated hereby)Company, whether asserted or claimed prior to, at or after the First Effective Time, in each case case, to the fullest extent permitted by applicable Law as it presently exists or may hereafter be amended (but, in under the case of any such amendment, only to DGCL and the extent such amendment permits Parent or the Surviving Corporation to provide broader indemnification rights or rights of advancement of expenses than such Law permitted Parent or the Surviving Corporation to provide prior to such amendment)DLLCA. In the event of any proceeding or threatened action, suit, proceeding, investigation or claim (and in which indemnification could be sought by such Each D&O Indemnified Party hereunder), each Indemnified Party shall will be entitled to advancement of expenses incurred in the defense of any such claim, action, suit, proceeding or threatened Action investigation from each of Parent or and the Surviving Corporation (within 10 days of Company, jointly and severally, upon receipt by Parent or the Surviving Corporation Company from an the D&O Indemnified Party of a request therefor) to the fullest extent and in the manner permitted by the DGCL and the certificate of incorporation and bylaws of the Company as at the date hereof; provided, provided that any Person such person to whom expenses are advanced provides an undertaking to Parent, to the extent then required by the DGCL and the DLLCA, to repay such advances if it is ultimately determined that such Person person is not entitled to indemnification. (b) Without limitation The provisions of the certificate of incorporation and bylaws of Parent with respect to clause (a)indemnification, advancement of expenses and exculpation of present and former directors and officers of Parent shall, and shall cause the Surviving Corporation to, to the fullest extent permitted by applicable Law, include and cause to be maintained in effect that are presently set forth in the Surviving Corporation’s (certificate of incorporation and bylaws of Parent shall not be amended, modified or any successor’s) organizational documents repealed for a period of six years after from the First Effective Time in a manner that would adversely affect the rights thereunder of individuals who, at or prior to the First Effective Time, provisions regarding elimination were officers or directors of Parent, unless such modification is required by applicable Law. The certificate of formation and limited liability company agreement of directorsthe Surviving Company shall contain, and indemnification Parent shall cause the certificate of formation and limited liability company agreement of the Surviving Company to so contain, provisions no less favorable with respect to indemnification, advancement of expenses to and exculpation of present and former directors and officers of the Company, no less favorable than as those contained presently set forth in the Company’s organizational documents as certificate of the date hereofincorporation and bylaws of Parent. (c) From and after the First Effective Time through the sixth anniversary of the date on which the First Effective Time occurs, (i) the Surviving Company shall fulfill and honor in all respects the obligations of the Company to its D&O Indemnified Parties as of immediately prior to the Closing pursuant to any indemnification provisions under the Company’s Organizational Documents and pursuant to any indemnification agreements between the Company and such D&O Indemnified Parties, with respect to claims arising out of matters occurring at or prior to the First Effective Time and (ii) Parent shall fulfill and honor in all respects the obligations of Parent to its D&O Indemnified Parties as of immediately prior to the Closing pursuant to any indemnification provisions under Parent’s Organizational Documents and pursuant to any indemnification agreements between Parent and such D&O Indemnified Parties, with respect to claims arising out of matters occurring at or prior to the First Effective Time. (d) From and after the First Effective Time through the sixth anniversary of the date on which the First Effective Time occurs, Parent shall maintain directors’ and officers’ liability insurance policies, with an effective date as of the Closing Date, on commercially available terms and conditions and with coverage limits customary for U.S. public companies similarly situated to Parent. (e) From and after the First Effective Time through the sixth anniversary of the date on which the First Effective Time occurs, Parent shall pay all expenses, including reasonable attorneys’ fees, that are incurred by the persons referred to in this Section 6.3 in connection with their enforcement of the rights provided to such persons in this Section 6.3. (f) The provisions of this Section 6.3 are intended to be in addition to the rights otherwise available to the current and former officers and directors of Parent and the Company by Law, charter, statute, bylaw or agreement, and shall operate for the benefit of, and shall be enforceable by, each of the D&O Indemnified Parties, their heirs and their Representatives. (g) In the event that either Parent or the Surviving Corporation Company or any of its their respective successors or assigns (i) consolidates with or merges into any other Person and is 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, rights properties and other assets to any Person, then, and in each such case, Parent shall, and shall cause the Surviving Corporation to, cause proper provision to shall be made so that such successor the successors and assigns of Parent or assign the Surviving Company, as the case may be, shall expressly assume succeed to the obligations set forth in this Section 5.07. (d) Prior to the Effective Time, the Company shall and, if the Company is unable to, 6.3. Parent shall cause the Surviving Corporation as Company to perform all of the Effective Time to, obtain and fully pay the premium for “tail” insurance policies for the extension of directors’ and officers’ liability insurance, fiduciary liability insurance and employee practices liability insurance (to the extent applicable to directors obligations of the Surviving Company as of the date of this Agreement) (collectively, “D&O Insurance”), in each case for a claims reporting or discovery period of six years after the Effective Time (the “Tail Period”) with respect to any claim related to matters existing or occurring at or prior to the Effective Time from the Company’s D&O Insurance carrier as of the date of this Agreement or one or more insurance carriers with the same or better credit rating as such carrier with terms, conditions, retentions and limits of liability that are at least as favorable to the insureds as the Company’s existing policies; provided, however, that in no event shall the premium amount for such policies exceed 300% of the last aggregate annual premium paid by the Company prior to the date hereof. If the Company for any reason fails to obtain or Parent for any reason fails to cause to be obtained such “tail” insurance policies as of the Effective Time, the Surviving Corporation shall, and Parent shall cause the Surviving Corporation to, maintain in effect the current D&O Insurance for the Tail Period, with at least the same coverage and amounts containing terms and conditions that are not less advantageous in the aggregate than such policy with respect to matters arising on or before the Effective Time; provided, however, that after the Effective Time, Parent shall not be required to pay with respect to D&O Insurance in respect of any one policy year annual premiums in excess of 300% of the last annual premium paid by the Company prior to the date hereof in respect of the D&O Insurance coverage required to be obtained pursuant hereto, but in such case shall purchase D&O Insurance with the best overall terms, conditions, retentions and levels of coverage reasonably available for such amount. (e) Notwithstanding anything herein to the contrary, if any proceeding or threatened action, suit, proceeding, investigation or claim (whether arising before, at or after the Effective Time) is instituted against any Indemnified Party on or prior to the sixth anniversary of the Effective Time, the provisions of under this Section 5.07 shall continue in effect until the final disposition of such proceeding or threatened action, suit, proceeding, investigation or claim6.3. (f) The provisions of this Section 5.07 are (i) intended to be for the benefit of, and will be enforceable from and after the Effective Time by, each Indemnified Party, his or her heirs and his or her Representatives and (ii) in addition to, and not in substitution for, any other rights to indemnification or contribution that any such Person may have by Contract or otherwise.

Indemnification, Exculpation and Insurance. (a) From and after the Effective Time, Parent shall, Time and shall cause the Surviving Corporation to, indemnify, defend and hold harmless, all past and present directors, officers and employees of the Company and its Subsidiaries (collectively, the “Indemnified Parties”) against any costs, expenses (including attorneys’ fees and expenses and disbursements), judgments, fines, losses, claims damages or liabilities incurred in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of or pertaining to (i) the fact that the Indemnified Party is or was a director, officer, employee or fiduciary of the Company or any of its Subsidiaries or is or was serving at the request of, or to represent the interest of, the Company or any of its Subsidiaries as a director, officer, partner, member, trustee, fiduciary, employee or agent of any other corporation, partnership, joint venture, limited liability company, trust, employee benefit plan or other enterprise, including any charitable or not-for profit public service organization or trade association or (ii) matters existing or occurring at or prior to the Effective Time (including with respect to acts or omissions occurring in connection with this Agreement and the consummation of the transactions contemplated hereby), whether asserted or claimed prior to, at or after the Effective Time, in each case to the fullest extent permitted by applicable Law as it presently exists or may hereafter be amended (but, in the case of any such amendment, only to the extent such amendment permits Parent or the Surviving Corporation to provide broader indemnification rights or rights of advancement of expenses than such Law permitted Parent or the Surviving Corporation to provide prior to such amendment). In the event of any proceeding or threatened action, suit, proceeding, investigation or claim (and in which indemnification could be sought by such Indemnified Party hereunder), each Indemnified Party shall be entitled to advancement of expenses incurred in the defense of any such proceeding or threatened Action from Parent or the Surviving Corporation (within 10 days of receipt by Parent or the Surviving Corporation from an Indemnified Party of a request therefor) to the fullest extent and in the manner permitted by the DGCL and the certificate of incorporation and bylaws of the Company as at the date hereof; provided, that any Person to whom expenses are advanced provides an undertaking to repay such advances if it is ultimately determined that such Person is not entitled to indemnification. (b) Without limitation to clause (a), Parent shall, and shall cause the Surviving Corporation to, to the fullest extent permitted by applicable Law, include and cause to be maintained in effect in the Surviving Corporation’s (or any successor’s) organizational documents for a period of six years after the Effective Time, provisions regarding elimination of liability of directors, and indemnification of and advancement of expenses to directors and officers of the Company, no less favorable than those contained in the Company’s organizational documents as of the date hereof. (c) In the event that either Parent or the Surviving Corporation or any of its successors or assigns (i) consolidates with or merges into any other Person and is not the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers or conveys all or substantially all of its properties, rights and other assets to any Person, then, and in each such case, Parent shall, and shall cause the Surviving Corporation to, cause proper provision to be made so that such successor or assign shall expressly assume the obligations set forth in this Section 5.07. (d) Prior to the Effective Time, the Company shall and, if the Company is unable to, Parent shall cause the Surviving Corporation as of the Effective Time to, obtain and fully pay the premium for “tail” insurance policies for the extension of directors’ and officers’ liability insurance, fiduciary liability insurance and employee practices liability insurance (to the extent applicable to directors of the Company as of the date of this Agreement) (collectively, “D&O Insurance”), in each case for a claims reporting or discovery period of six years after the Effective Time (the “Tail Period”) with respect to any claim related to matters existing or occurring at or prior to the Effective Time from the Company’s D&O Insurance carrier as of the date of this Agreement or one or more insurance carriers with the same or better credit rating as such carrier with terms, conditions, retentions and limits of liability that are at least as favorable to the insureds as the Company’s existing policies; provided, however, that in no event shall the premium amount for such policies exceed 300% of the last aggregate annual premium paid by the Company prior to the date hereof. If the Company for any reason fails to obtain or Parent for any reason fails to cause to be obtained such “tail” insurance policies as of the Effective Time, the Surviving Corporation shall, and Parent shall cause the Surviving Corporation toto perform all of the obligations of the Surviving Corporation with respect to all rights of the individuals who on or prior to the Effective Time were directors or officers of the Company (collectively, maintain the “Indemnitees”) to indemnification (including advancement of expenses) and exculpation from liabilities for acts or omissions occurring at or prior to the Effective Time as provided in effect the current D&O Insurance for Company Governing Documents or other agreements of the Tail PeriodCompany provided to Parent prior to the date hereof. (b) The obligations of each of Parent and the Surviving Corporation shall be conditioned upon the reasonable cooperation of the applicable Indemnitee(s) in the defense of any claim. (c) Parent shall, or shall cause the Surviving Corporation to either (i) cause to be obtained at the Effective Time “tail” insurance policies, at no expense to the beneficiaries, with a claims period of six years from the Effective Time in an amount and scope and on terms at least as favorable to the same coverage and amounts containing terms and conditions that are not less advantageous in Indemnitees as the aggregate than such policy Company’s current policies with respect to matters arising existing or occurring at or prior to the Effective Time or (ii) maintain, at no expense to the beneficiaries, in effect for six years from the Effective Time, the current policies of the directors’ and officers’ liability insurance maintained by the Company (provided that Parent or the Surviving Corporation may substitute therefor policies in an amount and scope and on terms at least as favorable, in the aggregate, as the Company’s current policies) with respect to matters existing or before occurring at or prior to the Effective Time; provided, however, that after in no event shall Parent or the Effective Time, Parent shall not Surviving Corporation be required to pay with respect aggregate premiums pursuant to D&O Insurance in respect this Section 6.2(c) of any one policy year more than an amount equal to 300% of the current annual premiums paid by the Company for such insurance in 2006 (the “Base Premium”), the amount of which is set forth in Section 6.2(c) of the Company Disclosure Schedule; provided, further, that if the Surviving Corporation is unable to obtain the amount of insurance required by this Section 6.2(c) for such aggregate premium, the Surviving Corporation shall obtain as much insurance as can be obtained for aggregate premiums not in excess of 300% of the last annual premium paid by the Company prior to the date hereof in respect of the D&O Insurance coverage required to be obtained pursuant hereto, but in such case shall purchase D&O Insurance with the best overall terms, conditions, retentions and levels of coverage reasonably available for such amount.Base Premium (e) Notwithstanding anything herein to the contrary, if any proceeding or threatened action, suit, proceeding, investigation or claim (whether arising before, at or after the Effective Time) is instituted against any Indemnified Party on or prior to the sixth anniversary of the Effective Time, the provisions of this Section 5.07 shall continue in effect until the final disposition of such proceeding or threatened action, suit, proceeding, investigation or claim. (fd) The provisions of this Section 5.07 6.2(d) are (i) intended to be for the benefit of, and will shall be enforceable from and after the Effective Time by, each Indemnified PartyIndemnitee, his or her heirs and his or her Representatives and (ii) in addition torepresentatives, and this Section 6.2(d) shall not in substitution for, any other rights to indemnification or contribution that any such Person may have by Contract or otherwise.be

Indemnification, Exculpation and Insurance. (a) From Parent, Merger Sub and after Merger LLC agree that all rights to exculpation or indemnification arising from, relating to or otherwise in respect of, acts or omissions occurring prior to the Effective Time now existing in favor of the current or former directors or officers of any of the Acquired Companies as provided in their respective certificates of incorporation, bylaws or other organizational documents shall survive the Merger and the Subsequent Merger and shall continue in full force and effect in accordance with their terms. For a period of no less than six (6) years from the Effective Time, Parent shall, and shall cause the Surviving Corporation Company to, indemnifyand the Surviving Company shall, defend maintain in effect the exculpation, indemnification and hold harmless, all past advancement of expenses provisions of each Acquired Company’s certificate of incorporation and present bylaws or similar organizational documents in effect as of the date of this Agreement or under any indemnification agreements of the Acquired Companies with any of their respective directors, officers and or employees in effect as of the date of this Agreement. None of Parent, the Surviving Corporation or the Surviving Company shall amend, repeal or otherwise modify any such provisions in any manner that would adversely affect the rights thereunder of any individuals who immediately before the Effective Time were current or former directors, officers or employees of any of the Acquired Companies; provided, however, that all rights to exculpation, indemnification and advancement of expenses in respect of any Action pending or asserted or any claim made within such period shall continue until the final disposition of such Action. (b) Each of Parent and the Surviving Company shall, to the fullest extent permitted under applicable Law, indemnify and its Subsidiaries hold harmless (collectivelyand advance funds in respect of each of the foregoing and costs of defense to) each current and former director or officer of any of the Acquired Companies (each, the together with such individual’s heirs, executors or administrators, an “Indemnified PartiesParty”) ), in each case against any costslosses, claims, damages, liabilities, fees, costs and expenses (including attorneys’ fees and expenses and disbursements), judgments, finesfines and amounts paid in settlement (collectively, losses, claims damages or liabilities incurred “Losses”) in connection with any claim, action, suit, proceeding actual or investigationthreatened Action, whether civil, criminal, administrative or investigative, arising out of of, relating to or pertaining to (i) in connection with the fact that the such Indemnified Party is or was a director, an officer, employee director or fiduciary of the Company or any of its Subsidiaries or is or was serving at the request of, or to represent the interest of, the Company or any of its Subsidiaries as a director, officer, partner, member, trustee, fiduciary, employee or agent of any other corporation, partnership, joint venture, limited liability company, trust, employee benefit plan or other enterprise, including any charitable or not-for profit public service organization or trade association or (ii) matters existing or occurring Acquired Companies at or prior to the Effective Time (including with respect to acts or omissions occurring in connection with this Agreement and the consummation of the transactions contemplated hereby), whether asserted or claimed prior to, at or after the Effective Time, in each case to the fullest extent permitted by applicable Law as it presently exists or may hereafter be amended (but, in the case of any such amendment, only to the extent such amendment permits Parent or the Surviving Corporation to provide broader indemnification rights or rights of advancement of expenses than such Law permitted Parent or the Surviving Corporation to provide prior to such amendment). In the event of any proceeding or threatened action, suit, proceeding, investigation or claim (and in which indemnification could be sought by such Indemnified Party hereunder), each Indemnified Party shall be entitled to advancement of expenses incurred in the defense of any such proceeding or threatened Action from Parent or the Surviving Corporation (within 10 days of receipt by Parent or the Surviving Corporation from an Indemnified Party of a request therefor) to the fullest extent and in the manner permitted by the DGCL and the certificate of incorporation and bylaws of the Company as at the date hereof; provided, however, that any Person the Indemnified Party to whom expenses are advanced provides an undertaking undertaking, if and only to the extent required by applicable Law, to repay such advances if it is ultimately determined by a court of competent jurisdiction that such Person Indemnified Party is not entitled to indemnification. (b) Without limitation to clause (a)indemnification for such expenses. No Indemnified Party shall settle, Parent shall, and shall cause the Surviving Corporation to, compromise or consent to the fullest extent permitted entry of any judgment in any threatened or actual Action for which indemnification could be sought by applicable Lawan Indemnified Party hereunder unless Parent consents in writing to such settlement, include and cause to compromise or consent (which consent shall not be maintained in effect in the Surviving Corporation’s (unreasonably withheld, conditioned or any successor’s) organizational documents for a period of six years after the Effective Time, provisions regarding elimination of liability of directors, and indemnification of and advancement of expenses to directors and officers of the Company, no less favorable than those contained in the Company’s organizational documents as of the date hereofdelayed). (c) In The Company shall obtain, at or prior to the event Effective Time, prepaid (or “tail”) directors’ and officers’ insurance and indemnification policies that either provide coverage for events occurring prior to the Effective Time for an aggregate period of not less than six (6) years from the Effective Time (the “Continuing D&O Insurance”) with terms, conditions, retentions, deductibles and limits of liability that are no less favorable than the Company’s existing policy or policies or, if such insurance coverage is unavailable, the best available coverage; provided, however, that the Company shall not pay an annual premium for the Continuing D&O Insurance in excess of 200% of the last annual premium paid prior to the date of this Agreement (the “Company’s Current Premium”). If such premiums for such insurance would at any time exceed 200% of the Company’s Current Premium, then Parent or shall use its reasonable best efforts to cause to be maintained policies of insurance which, in Parent’s good faith determination, provide the maximum coverage available at an annual premium equal to 300% of the Company’s Current Premium. (d) If Parent, the Surviving Corporation Company or any of its 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 of its properties, rights properties and other assets to any Personassets, then, and in each such case, Parent shall, and shall cause the Surviving Corporation to, cause proper provision to be made so Company shall ensure that such successor surviving corporation or assign shall expressly entity or the transferees of such properties or assets assume the obligations set forth in this Section 5.075.10. (de) Prior The rights of each Indemnified Party under this Section 5.10 shall be in addition to any rights such Person may have under the Effective Time, the Company shall and, if the Company is unable to, Parent shall cause the Surviving Corporation as certificate of incorporation or bylaws of any of the Effective Time to, obtain and fully pay the premium for “tail” insurance policies for the extension Acquired Companies or under any agreement of directors’ and officers’ liability insurance, fiduciary liability insurance and employee practices liability insurance (to the extent applicable to directors any Indemnified Party with any of the Company Acquired Companies, in each case in effect as of the date of this Agreement) (collectively, “D&O Insurance”), in each case for a claims reporting or discovery period of six years after the Effective Time (the “Tail Period”) with respect to any claim related to matters existing or occurring at or prior to the Effective Time from the Company’s D&O Insurance carrier as under applicable Law. These rights shall survive consummation of the date of this Agreement or one or more insurance carriers with Merger and the same or better credit rating as such carrier with terms, conditions, retentions Subsequent Merger and limits of liability that are at least as favorable intended to the insureds as the Company’s existing policies; provided, however, that in no event shall the premium amount for such policies exceed 300% of the last aggregate annual premium paid by the Company prior to the date hereof. If the Company for any reason fails to obtain or Parent for any reason fails to cause to be obtained such “tail” insurance policies as of the Effective Time, the Surviving Corporation shallbenefit, and Parent shall cause the Surviving Corporation to, maintain in effect the current D&O Insurance for the Tail Period, with at least the same coverage and amounts containing terms and conditions that are not less advantageous in the aggregate than such policy with respect to matters arising on or before the Effective Time; provided, however, that after the Effective Time, Parent shall not be required to pay with respect to D&O Insurance in respect of any one policy year annual premiums in excess of 300% of the last annual premium paid by the Company prior to the date hereof in respect of the D&O Insurance coverage required to be obtained pursuant hereto, but in such case shall purchase D&O Insurance with the best overall terms, conditions, retentions and levels of coverage reasonably available for such amount. (e) Notwithstanding anything herein to the contrary, if any proceeding or threatened action, suit, proceeding, investigation or claim (whether arising before, at or after the Effective Time) is instituted against any Indemnified Party on or prior to the sixth anniversary of the Effective Time, the provisions of this Section 5.07 shall continue in effect until the final disposition of such proceeding or threatened action, suit, proceeding, investigation or claim. (f) The provisions of this Section 5.07 are (i) intended to be for the benefit of, and will be enforceable from and after the Effective Time by, each Indemnified Party, his or her heirs and his or her Representatives and (ii) in addition to, and not in substitution for, any other rights to indemnification or contribution that any such Person may have by Contract or otherwise.

Indemnification, Exculpation and Insurance. (a) From and after the Effective Time, Parent shallLandlord shall not be liable to Tenant, and Tenant hereby waives all claims against Landlord, for any loss or damage to any fixtures, equipment or other property of Tenant or others installed or placed in the Premises by Tenant, its employees, agents, invitees, licensees or independent contractors (individually and collectively, a “Tenant Party”), and for any bodily or personal injury, illness or death of any person in, on or about the Premises or the Building, arising at any time and from any cause whatsoever, except when caused by the gross negligence or willful misconduct of Landlord or of its employees, agents or independent contractors. In no event shall cause the Surviving Corporation Landlord be liable to Tenant for any consequential or punitive damages (including, but not limited to, indemnifydamage or injury to persons, property and the conduct of Tenant’s business and any loss of revenue therefrom). In no event shall Landlord be liable to Tenant for any failure of other tenants in the Building to operate their businesses, or for any loss or damage that may be occasioned by or through the acts or omissions of other tenants. Except for (1) any claims made by Landlord in the exercise of its remedies under Article 18 or any liability of Tenant arising therefrom, (2) any breach by Tenant of any of its obligations under Paragraph 6(d) of this Lease or any liability of Tenant arising therefrom, or (3) any failure by Tenant to timely surrender possession of the Premises to Landlord upon expiration or sooner termination of the Lease Term in the manner and condition required under this Lease or any liability of Tenant arising therefrom (including, without limitation, any liability under Article 29). neither Tenant nor any Tenant Parties shall be liable to Landlord for, and Landlord releases and waives as against Tenant and all Tenant Parties from, any and all Claims for consequential, indirect, special or punitive damages suffered or incurred by Landlord under this Article 14. (i) Tenant shall indemnify and defend Landlord against and hold harmlessLandlord harmless from all claims, all past demands, liabilities, damages, losses, costs and present directorsexpenses, officers and employees of the Company and its Subsidiaries (collectively, the “Indemnified Parties”) against any costs, expenses (including reasonable attorneys’ fees and expenses disbursements, arising from or related to any use or occupancy of the Premises, or any condition of the Premises, or any default in the performance of Tenant’s obligations, or any damage to any property (including property of employees and disbursements)invitees of Tenant) or any bodily or personal injury, judgmentsillness or death of any person (including employees and invitees of Tenant) occurring in, fineson or about the Premises or any part thereof arising at any time and from any cause whatsoever including, without limitation, if caused in whole or in part by the act, omission or active or passive negligence of Landlord (except to the extent caused by the gross negligence or willful misconduct of Landlord) or occurring in, on or about any part of the Building or the Project, other than the Premises, when such damage, bodily or personal injury, illness or death is caused by the negligent act or omission of Tenant or its agents, officers, employees, contractors, invitees or licensees. Upon notice from Landlord, Tenant shall defend any such claim, demand, cause of action or suit at Tenant’s expense by counsel satisfactory to Landlord in its sole discretion. This Paragraph 14(a) shall survive the termination of this Lease with respect to any damage, bodily or personal injury, illness or death occurring prior to such termination. (ii) Except to the extent directly arising out of any negligent or willfully wrongful act or omission of Tenant, any Tenant Party, or by anyone else acting at the direction, with the permission, or under the control, of Tenant, Landlord shall defend, protect, indemnify and hold harmless Tenant from and against any and all claims, demands, liabilities, damages, losses, claims damages costs and expenses, including reasonable attorneys’ fees and disbursement based in whole or liabilities incurred in connection with part on the negligence or willful misconduct of Landlord or any claimof Landlord’s employees, action, suit, proceeding agents or investigation, whether civil, criminal, administrative or investigative, independent contractors arising out of or pertaining relating to (i) the fact that the Indemnified Party is use or was a directoroccupancy, officeror manner of use or occupancy, employee or fiduciary of any of the Company or any common areas of its Subsidiaries or is or was serving at the request of, or to represent the interest of, the Company or any of its Subsidiaries as a director, officer, partner, member, trustee, fiduciary, employee or agent of any other corporation, partnership, joint venture, limited liability company, trust, employee benefit plan or other enterprise, including any charitable or not-for profit public service organization or trade association or (ii) matters existing or occurring at or prior to the Effective Time (including with respect to acts or omissions occurring in connection with this Agreement Building and the consummation Project (excluding any and all claims, demands, liabilities, damages, losses, costs and expenses, arising from the use of the transactions contemplated hereby), whether asserted or claimed prior to, at or after the Effective Time, in each case to the fullest extent permitted by applicable Law as it presently exists or may hereafter be amended (but, in the case of any such amendment, only to the extent such amendment permits Parent or the Surviving Corporation to provide broader indemnification rights or rights of advancement of expenses than such Law permitted Parent or the Surviving Corporation to provide prior to such amendment). In the event of any proceeding or threatened action, suit, proceeding, investigation or claim (and in which indemnification could be sought by such Indemnified Party hereunder), each Indemnified Party shall be entitled to advancement of expenses incurred in the defense of any such proceeding or threatened Action from Parent or the Surviving Corporation (within 10 days of receipt by Parent or the Surviving Corporation from an Indemnified Party of a request therefor) to the fullest extent and in the manner permitted by the DGCL and the certificate of incorporation and bylaws of the Company as at the date hereof; provided, that any Person to whom expenses are advanced provides an undertaking to repay such advances if it is ultimately determined that such Person is not entitled to indemnification. (b) Without limitation to clause (a), Parent shall, and shall cause the Surviving Corporation to, to the fullest extent permitted by applicable Law, include and cause to be maintained in effect in the Surviving Corporation’s (or any successor’s) organizational documents for a period of six years after the Effective Time, provisions regarding elimination of liability of directors, and indemnification of and advancement of expenses to directors and officers of the Company, no less favorable than those contained in the Company’s organizational documents as of the date hereofParking Area. (c) In Tenant shall, at all times during the event that either Parent Term of this Lease and at Tenant’s sole cost and expense, obtain and keep in force workers’ compensation insurance as required by law, including an employers’ liability endorsement; business interruption insurance in an amount equal to all rent payable under this Lease for a period of twelve (12) months (at the then current rent charged), naming Landlord as an additional insured on form CP 15 03 06 07, its equivalent or by having blanket Additional Insured language in the policy; and commercial general liability insurance, including contractual liability (specifically covering this Lease), fire legal liability, and premises operations, with a minimum combined single limit of Three Million Dollars ($3,000,000) per occurrence for bodily or personal injury to, illness of, or death of persons and damage to property occurring in, on or about the Premises or the Surviving Corporation or any of its successors or assigns (i) consolidates with or merges into any other Person and is not the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers or conveys all or substantially all of its properties, rights and other assets to any Person, then, and in each such case, Parent Building. Tenant shall, at Tenant’s sole cost and shall cause the Surviving Corporation toexpense, cause proper provision to be made so that such successor or assign shall expressly assume the obligations set forth in this Section 5.07responsible for insuring Tenant’s furniture, equipment, fixtures, computers, office machines and personal property (“Tenant’s Property”). (d) Prior to the Effective Time, the Company All insurance required under this Paragraph 14 and all renewals thereof shall be issued by financially responsible and reputable insurance companies with AM Best Ratings of at least A-/VIII and, if the Company is unable to, Parent shall cause the Surviving Corporation as of the Effective Time to, obtain and fully pay the premium for “tail” insurance policies for the extension of directors’ and officers’ liability insurance, fiduciary liability insurance and employee practices liability insurance (qualified to the extent applicable to directors of the Company as of the date of this Agreement) (collectively, “D&O Insurance”), in each case for a claims reporting or discovery period of six years after the Effective Time (the “Tail Period”) with respect to any claim related to matters existing or occurring at or prior to the Effective Time from the Company’s D&O Insurance carrier as of the date of this Agreement or one or more insurance carriers with the same or better credit rating as such carrier with terms, conditions, retentions and limits of liability that are at least as favorable to the insureds as the Company’s existing policies; provided, however, that in no event shall the premium amount for such policies exceed 300% of the last aggregate annual premium paid by the Company prior to the date hereof. If the Company for any reason fails to obtain or Parent for any reason fails to cause to be obtained such “tail” insurance policies as of the Effective Time, the Surviving Corporation shall, and Parent shall cause the Surviving Corporation to, maintain in effect the current D&O Insurance for the Tail Period, with at least the same coverage and amounts containing terms and conditions that are not less advantageous do business in the aggregate than such State of California and reasonably acceptable to Landlord. Liability amounts in excess of One Million Dollars ($1,000,000) may be carried under umbrella coverage policies. Each policy with respect to matters arising on shall have a deductible or before deductibles, if any, which do not exceed Fifty Thousand Dollars ($50,000) per occurrence. Each policy shall expressly provide that the Effective Time; provided, however, that after the Effective Time, Parent policy shall not be required canceled or altered without thirty (30) days’ prior written notice to pay Landlord and shall remain in effect notwithstanding any such cancellation or alteration until such notice shall have been given to Landlord and such period of thirty (30) days shall have expired. All liability insurance under this Paragraph 14 shall name Landlord and any other parties designated by Landlord as an additional insured, shall be primary and noncontributing with respect any insurance which may be carried by Landlord, shall afford coverage for all claims based on any act, omission, event or condition that occurred or arose (or the onset of which occurred or arose) during the policy period, and shall expressly provide that Landlord, although named as an insured, shall nevertheless be entitled to D&O Insurance in respect recover under the policy for any loss, injury or damage to Landlord. Upon the issuance thereof, Tenant shall deliver each such policy to Landlord for retention by Landlord. If Tenant fails to insure or fails to furnish to Landlord upon notice to do so any such policy or evidence of any one policy year annual coverage as required, Landlord shall have the right from time to time to effect such insurance for the benefit of Tenant or Landlord or both of them and all premiums in excess of 300% of the last annual premium paid by the Company prior to the date hereof in respect of the D&O Insurance coverage required to Landlord shall be obtained pursuant hereto, but in such case shall purchase D&O Insurance with the best overall terms, conditions, retentions and levels of coverage reasonably available for such amountpayable on demand by Tenant as additional rent. (e) Notwithstanding anything herein to Tenant waives on behalf of all insurers under all policies of property, liability and other insurance (excluding workers’ compensation) now or hereafter carried by Tenant insuring or covering the contraryPremises, or any portion or any contents thereof, or any operations therein, all rights of subrogation which any insurer might otherwise, if at all, have to any proceeding claims of Tenant against Landlord. Landlord waives on behalf of all insurers under all policies of property, liability and other insurance (excluding workers’ compensation) now or threatened actionhereafter carried by Landlord insuring or covering the Building or any portion or any contents thereof, suitor any operations therein, proceedingall rights of subrogation which any insurer might otherwise, investigation if at all, have to any claims of Landlord against Tenant. For purposes of this Paragraph 14(e), any deductible or claim (whether arising beforeself-insured retention with respect to Tenant’s insurance shall be deemed covered by Tenant’s policies of insurance. Tenant shall, at prior to or immediately after the Effective Time) is instituted against any Indemnified Party on or prior to the sixth anniversary date of this Lease, procure from each of the Effective Timeinsurers under all policies of property, liability and other insurance (excluding workers’ compensation) now or hereafter carried by Tenant insuring or covering the provisions Premises, or any portion or any contents thereof, or any operations therein, a waiver of all rights of subrogation which the insurer might otherwise, if at all, have to any claims of Tenant against Landlord as required by this Section 5.07 shall continue in effect until the final disposition of such proceeding or threatened action, suit, proceeding, investigation or claimParagraph 13(e). (f) The Notwithstanding anything to the contrary provided in this Lease, neither Landlord, nor any general or limited partner in or of Landlord, whether direct or indirect, nor any direct or indirect partners in such partners, nor any disclosed or undisclosed officers, shareholders, principals, directors or employees of Landlord or of any of the foregoing, nor any investment adviser or other holder of any equity interest in Landlord, their successors, assigns, agents, or any mortgagee in possession, shall have any personal liability with respect to any provisions of this Section 5.07 are (i) intended Lease and, if Landlord is in breach or default with respect to be its obligations or otherwise. Tenant shall look solely to Landlord’s unencumbered interest in the Project for the benefit ofsatisfaction of Tenant’s remedies (which shall be deemed to include the then current monthly rental income at the Building as well as any then payable insurance or condemnation proceeds as of the date Tenant’s right of recovery against Landlord is subject to a final judgment, and will be enforceable from and after the Effective Time byin each case not otherwise encumbered in favor of a Superior Interest Holder, each Indemnified Party, his or her heirs and his or her Representatives and (ii) in addition to, and not in substitution for, any other rights to indemnification or contribution as that any such Person may have by Contract or otherwiseterm is hereinafter defined).

Indemnification, Exculpation and Insurance. (a) From and after the Effective TimeClosing Date until six (6) years from the Closing Date, Parent shall, and the Purchaser shall or shall cause the Surviving Corporation to, each Transferred Entity to indemnify, defend and hold harmlessharmless to the fullest extent permitted under Law, all past and present the individuals or entities who on or prior to the Closing Date were directors, officers officers, managers or general or limited partners of any Transferred Entities with respect to all D&O Expenses and employees of the Company and its Subsidiaries all losses, claims, damages, penalties, Taxes, interest, fines, judgements or amounts paid in settlement (collectively, the “Indemnified PartiesD&O Costs”) related to any threatened, pending or completed action, suit or proceeding arising out of any acts or omissions by them in their capacities as such or taken at the request of such Transferred Entity at any time on or prior to the Closing Date against any costs, all expenses (including attorneys’ fees and expenses and disbursements), judgments, fines, losses, claims damages fees) by such individual or liabilities incurred entity in connection with investigating, defending, being a witness in or participating in (including on appeal), or preparing to defend, to be a witness in or participate in any claim, such action, suitsuit or proceeding (collectively, proceeding “D&O Expenses”). In addition, the Purchaser shall or investigationshall cause each Transferred Entity to pay or reimburse any D&O Expenses of any officers, whether civil, criminal, administrative directors or investigative, arising out of general or pertaining limited partners entitled to (i) the fact that the Indemnified Party is or was a director, officer, employee or fiduciary indemnification hereunder in advance of the Company final disposition of such action, suit or any of its Subsidiaries or is or was serving at the request of, or to represent the interest of, the Company or any of its Subsidiaries as a director, officer, partner, member, trustee, fiduciary, employee or agent of any other corporation, partnership, joint venture, limited liability company, trust, employee benefit plan or other enterprise, including any charitable or not-for profit public service organization or trade association or (ii) matters existing or occurring at or prior to the Effective Time (including with respect to acts or omissions occurring in connection with this Agreement and the consummation of the transactions contemplated hereby), whether asserted or claimed prior to, at or after the Effective Time, in each case proceeding to the fullest extent permitted by under applicable Law as it presently exists Law, provided that the person or may hereafter be amended (but, in the case of any such amendment, only to the extent such amendment permits Parent or the Surviving Corporation to provide broader indemnification rights or rights of advancement of expenses than such Law permitted Parent or the Surviving Corporation to provide prior to such amendment). In the event of any proceeding or threatened action, suit, proceeding, investigation or claim (and in which indemnification could be sought by such Indemnified Party hereunder), each Indemnified Party shall be entitled to advancement of expenses incurred in the defense of any such proceeding or threatened Action from Parent or the Surviving Corporation (within 10 days of receipt by Parent or the Surviving Corporation from an Indemnified Party of a request therefor) to the fullest extent and in the manner permitted by the DGCL and the certificate of incorporation and bylaws of the Company as at the date hereof; provided, that any Person entity to whom expenses D&O Expenses are advanced provides an undertaking to repay such advances if it is ultimately determined that such Person is not entitled to indemnificationthe extent required by applicable Law. (b) Without limitation to clause (a)The Organizational Documents of each of the Transferred Entities shall not be amended, Parent shall, and shall cause the Surviving Corporation to, to the fullest extent permitted by applicable Law, include and cause to be maintained in effect in the Surviving Corporation’s (repealed or any successor’s) organizational documents otherwise modified for a period of six (6) years after from the Effective Time, provisions regarding elimination Closing Date in any manner that would adversely affect the rights thereunder of liability of individuals or entities who at or at any time prior to the Closing Date were directors, and officers, managers, general or limited partners, agents or employees of such Transferred Entity or otherwise entitled to indemnification of and advancement of expenses pursuant to directors and officers of the Company, no less favorable than those contained in the Companyapplicable Law or such Transferred Entity’s organizational documents as of the date hereofOrganizational Documents. (c) In the event that either Parent or the Surviving Corporation or any of its successors or assigns (i) consolidates with or merges into any other Person and is not the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers or conveys all or substantially all of its properties, rights and other assets to any Person, then, and in each such case, Parent shall, and shall cause the Surviving Corporation to, cause proper provision to be made so that such successor or assign shall expressly assume the obligations set forth in this Section 5.07. (d) Prior to the Effective Time, the Company shall and, if the Company is unable to, Parent shall cause the Surviving Corporation as of the Effective Time to, obtain and fully pay the premium for “tail” insurance policies for the extension of directors’ and officers’ liability insurance, fiduciary liability insurance and employee practices liability insurance (to the extent applicable to directors of the Company as of the date of this Agreement) (collectively, “D&O Insurance”), in each case for a claims reporting or discovery period of six years after the Effective Time (the “Tail Period”) with respect to any claim related to matters existing or occurring at or prior to the Effective Time from the Company’s D&O Insurance carrier as of the date of this Agreement or one or more insurance carriers with the same or better credit rating as such carrier with terms, conditions, retentions and limits of liability that are at least as favorable to the insureds as the Company’s existing policies; provided, however, that in no event shall the premium amount for such policies exceed 300% of the last aggregate annual premium paid by the Company prior to the date hereof. If the Company for any reason fails to obtain or Parent for any reason fails to cause to be obtained such “tail” insurance policies as of the Effective Time, the Surviving Corporation shall, and Parent shall cause the Surviving Corporation to, maintain in effect the current D&O Insurance for the Tail Period, with at least the same coverage and amounts containing terms and conditions that are not less advantageous in the aggregate than such policy with respect to matters arising on or before the Effective Time; provided, however, that after the Effective Time, Parent shall not be required to pay with respect to D&O Insurance in respect of any one policy year annual premiums in excess of 300% of the last annual premium paid by the Company prior to the date hereof in respect of the D&O Insurance coverage required to be obtained pursuant hereto, but in such case shall purchase D&O Insurance with the best overall terms, conditions, retentions and levels of coverage reasonably available for such amount. (e) Notwithstanding anything herein to the contrary, if any proceeding or threatened action, suit, proceeding, investigation or claim (whether arising before, at or after the Effective Time) is instituted against any Indemnified Party on or prior to the sixth anniversary of the Effective Time, the provisions of this Section 5.07 shall continue in effect until the final disposition of such proceeding or threatened action, suit, proceeding, investigation or claim. (f) The provisions of this Section 5.07 4.07 are (i) intended to be for the benefit of, and will shall be enforceable from and after the Effective Time by, each Indemnified PartyPerson entitled to indemnification under this Section 4.07, his his, her, or its heirs or successors in interest (as applicable) and his, her heirs or its Representatives (as applicable) and his or her Representatives and (ii) are in addition to, and not in substitution for, any other rights to indemnification or contribution that any such Person may have by Contract contract or otherwise. (d) Prior to the Closing, the Purchaser shall purchase and maintain in effect beginning at the Closing Date and pay for a period of six (6) years thereafter without any lapses in coverage, a “tail” policy providing directors’ and officers’ liability insurance coverage for the benefit of those Persons who are covered by any Transferred Entity’s directors’ and officers’ liability insurance policies as of the date hereof or at the Closing Date with respect to matters occurring prior to the Closing Date. Such policy shall provide coverage that is at least equal to the coverage provided under the Transferred Entities’ current director’s and officer’s liability insurance policies.

Indemnification, Exculpation and Insurance. (a) From and after the Effective Time, Parent shall, and shall cause the Surviving Corporation to, indemnify, defend Purchaser agrees that it will indemnify and hold harmless, all past harmless each present and present directors, officers former director and employees officer of the Company and its Subsidiaries (collectivelywhen acting in such capacity) determined immediately prior to the Effective Time (the "Indemnified Persons"), the “Indemnified Parties”) against any costs, costs or expenses (including reasonable attorneys’ fees and expenses and disbursements' fees), judgments, fines, losses, claims claims, damages or liabilities (collectively, "Costs") incurred in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of or pertaining to (i) the fact that the Indemnified Party is or was a director, officer, employee or fiduciary of the Company or any of its Subsidiaries or is or was serving at the request of, or to represent the interest of, the Company or any of its Subsidiaries as a director, officer, partner, member, trustee, fiduciary, employee or agent of any other corporation, partnership, joint venture, limited liability company, trust, employee benefit plan or other enterprise, including any charitable or not-for profit public service organization or trade association or (ii) matters existing or occurring at or prior to the Effective Time (including with respect to acts or omissions occurring in connection with this Agreement and the consummation of the transactions contemplated hereby)Time, whether asserted or claimed prior to, at or after the Effective Time, to the fullest extent that the Company would have been permitted under Pennsylvania law and its articles of incorporation or by-laws in each case effect on the date hereof to indemnify such Indemnified Person (and Purchaser shall also advance expenses as incurred to the fullest extent permitted by under applicable Law as it presently exists or may hereafter be amended (butlaw, in provided the case of any such amendment, only to the extent such amendment permits Parent or the Surviving Corporation to provide broader indemnification rights or rights of advancement of expenses than such Law permitted Parent or the Surviving Corporation to provide prior to such amendment). In the event of any proceeding or threatened action, suit, proceeding, investigation or claim (and in which indemnification could be sought by such Indemnified Party hereunder), each Indemnified Party shall be entitled to advancement of expenses incurred in the defense of any such proceeding or threatened Action from Parent or the Surviving Corporation (within 10 days of receipt by Parent or the Surviving Corporation from an Indemnified Party of a request therefor) to the fullest extent and in the manner permitted by the DGCL and the certificate of incorporation and bylaws of the Company as at the date hereof; provided, that any Person to whom expenses are advanced provides an undertaking to repay such advances if it is ultimately determined that such Indemnified Person is not entitled to indemnification); and provided, further, that any determination required to be made with respect to whether an officer's or director's conduct complies with the standards set forth under Pennsylvania law and the Company's articles of incorporation and by-laws shall be made by independent counsel reasonably acceptable to both the Surviving Corporation and the Indemnified Person. (b) Without limitation Any Indemnified Person wishing to clause claim indemnification under paragraph (a)) of this Section 6.8, Parent shallupon learning of any such claim, and action, suit, proceeding or investigation, shall cause promptly notify Purchaser thereof, but the Surviving Corporation tofailure to so notify shall not relieve Purchaser of any liability it may have to such Indemnified Person if such failure does not materially prejudice the indemnifying party. In the event of any such claim, to the fullest extent permitted by applicable Lawaction, include and cause to be maintained in effect in the Surviving Corporation’s suit, proceeding or investigation (whether arising before or any successor’s) organizational documents for a period of six years after the Effective Time), provisions regarding elimination (i) Purchaser or the Surviving Corporation shall have the right to assume the defense thereof and Purchaser shall not be liable to such Indemnified Persons for any legal expenses of liability other counsel or any other expenses subsequently incurred by such Indemnified Persons in connection with the defense thereof, except that if Purchaser or the Surviving Corporation elects not to assume such defense or counsel for the Indemnified Persons advises that there are issues which raise conflicts of directorsinterest between Purchaser or the Surviving Corporation and the Indemnified Persons, the Indemnified Persons may retain counsel satisfactory to them, and Purchaser or the Surviving Corporation shall pay all reasonable fees and expenses of such counsel for the Indemnified Persons promptly as statements therefor are received; provided, however, that Purchaser shall be obligated pursuant to this paragraph (b) to pay for only one firm of counsel for all Indemnified Persons in any jurisdiction, (ii) the Indemnified Persons will cooperate in the defense of any such matter and (iii) Purchaser shall not be liable for any settlement effected without its prior written consent; and provided, further, that Purchaser shall not have any obligation hereunder to any Indemnified Person if and when a court of competent jurisdiction shall ultimately determine, and such determination shall have become final, that the indemnification of and advancement of expenses to directors and officers of the Company, no less favorable than those contained such Indemnified Person in the Company’s organizational documents as of the date hereofmanner contemplated hereby is prohibited by applicable law. (c) In the event that either Parent or the Surviving Corporation or any of its successors or assigns (i) consolidates with or merges into any other Person 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 of its properties, rights properties and other assets to any Personperson, then, and in each such case, Parent shall, and the Purchaser shall cause the Surviving Corporation to, cause proper provision to be made so that such successor or assign shall expressly the successors and assigns of the Surviving Corporation assume the obligations set forth in this Section 5.076.8. (d) Prior to For six (6) years after the Effective Time, the Company Purchaser shall and, if the Company is unable to, Parent shall cause the Surviving Corporation as of the Effective Time to, obtain and fully pay the premium for “tail” insurance policies for the extension of maintain in effect a directors’ ' and officers’ liability insurance, fiduciary ' liability insurance policy covering only those persons currently covered by the Company's current directors' and employee practices officers' liability insurance (to the extent applicable to directors of the Company as of the date of this Agreement) (collectively, “D&O Insurance”), in each case for a claims reporting or discovery period of six years after the Effective Time policy (the “Tail Period”"Insured Parties") with respect to any claim related to matters existing for acts or omissions occurring at or prior to the Effective Time from on terms with respect to such coverage and amounts no less favorable in any material respect to such Insured Parties than the terms in effect under the Company’s D&O Insurance carrier 's directors' and officers' liability insurance policy as of in effect on the date of this Agreement or one or more insurance carriers with Merger Agreement; provided that the same or better credit rating as such carrier with terms, conditions, retentions and limits of liability that are at least as favorable to the insureds as the Company’s existing policies; provided, however, that in no event shall the premium amount for such policies exceed 300% of the last aggregate annual premium paid by the Company prior to the date hereof. If the Company for any reason fails to obtain or Parent for any reason fails to cause to be obtained such “tail” insurance policies as of the Effective Time, the Surviving Corporation shall, and Parent shall cause the Surviving Corporation to, maintain in effect the current D&O Insurance for the Tail Period, with at least the same coverage and amounts containing terms and conditions that are not less advantageous in the aggregate than such policy with respect to matters arising on or before the Effective Time; provided, however, that after the Effective Time, Parent Purchaser shall not be required to pay with respect an annual premium therefor to D&O Insurance in respect of any one policy year annual premiums the extent in excess of 300% of the last annual premium paid by the Company payable prior to the date hereof in respect hereof; provided further that if the annual premiums for such coverage exceeds such maximum amount, the Purchaser shall be obligated to obtain a policy with the greatest standard coverage amount available for a cost not exceeding such maximum amount. The Purchaser shall use its reasonable best efforts to obtain the insurance policy or policies maintained under this Section 6.8(d) from a reputable insurance carrier that has a financial strength rating from A.M. Best (or its successor) that is equal to or better than the financial strength rating that was assigned by A.M. Best to the Company's current directors' and officers' liability insurance carrier on May 5, 2002. The Purchaser's obligation to maintain the insurance policy or policies pursuant to this Section 6.8(d) shall be contingent on the cooperation of the D&O Insurance coverage required Insured Parties in responding to reasonable requests for information from the Purchaser, with all such communications to be obtained pursuant hereto, but made through a single intermediary designated by the Insured Parties. Any costs and expenses incurred by any Insured Party or the intermediary designated by the Insured Parties in connection with any such case requests shall purchase D&O Insurance with be paid by the best overall terms, conditions, retentions and levels of coverage reasonably available for such amountInsured Parties. (e) Notwithstanding anything herein to the contrary, if any proceeding or threatened action, suit, proceeding, investigation or claim (whether arising before, at or after the Effective Time) is instituted against any Indemnified Party on or prior to the sixth anniversary of the Effective Time, the provisions of this Section 5.07 shall continue in effect until the final disposition of such proceeding or threatened action, suit, proceeding, investigation or claim. (f) The provisions of this Section 5.07 6.8 are (i) intended to be for the benefit of, and will be enforceable from and after the Effective Time by, each Indemnified PartyPerson, his or her heirs and his or her Representatives and (ii) in addition to, and not in substitution for, any other rights to indemnification or contribution that any such Person may have by Contract or otherwiserepresentatives.

Indemnification, Exculpation and Insurance. (a) From the Effective Time through the sixth (6th) anniversary of the date on which the Effective Time occurs (the “Indemnification Period”), Parent and after the Surviving Corporation shall, jointly and severally, indemnify and hold harmless each individual who is now, or has been at any time prior to the date of this Agreement, or who becomes prior to the Effective Time, Parent shalla director or officer (or equivalent) of Parent, and shall cause the Surviving Corporation to, indemnify, defend and hold harmless, all past and present directors, officers and employees of the Company and its or any of their respective Subsidiaries (collectivelyeach, the an “Indemnified PartiesParty”) ), against any costsall claims, expenses (losses, liabilities, damages, judgments, fines and reasonable fees, costs and expenses, including attorneys’ fees and expenses and disbursements), judgments, fines, losses, claims damages or liabilities incurred in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of or pertaining to (i) by reason of the fact that the Indemnified Party is or was a director, officer, employee director or fiduciary officer of the Company or any of its Subsidiaries or is or was serving at the request of, or to represent the interest ofParent, the Company or any of its their respective Subsidiaries as a director, officer, partner, member, trustee, fiduciary, employee or agent of any other corporation, partnership, joint venture, limited liability company, trust, employee benefit plan or other enterprise, including any charitable or not-for profit public service organization or trade association or (ii) arising out of or pertaining to matters existing or occurring at or prior to the Effective Time (including with respect to acts or omissions occurring in connection with this Agreement and the consummation of the transactions and actions contemplated herebyby this Agreement) (in each case, a “D&O Related Claim”), whether asserted or claimed prior to, at or after the Effective Time, in each case case, to the fullest extent permitted by under applicable Law as it presently exists or may hereafter be amended (but, in the case of any such amendment, only to the extent such amendment permits Parent or the Surviving Corporation to provide broader indemnification rights or rights of advancement of expenses than such Law permitted Parent or the Surviving Corporation to provide prior to such amendment)Law. In the event of any proceeding or threatened action, suit, proceeding, investigation or claim (and in which indemnification could be sought by such Each Indemnified Party hereunder), each Indemnified Party shall will be entitled to advancement of expenses incurred in the defense of any such claim, action, suit, proceeding or threatened Action investigation from Parent or the Surviving Corporation Corporation, within ten (within 10 days 10) Business Days of receipt by Parent or the Surviving Corporation from an the Indemnified Party of a request therefor) to the fullest extent and in the manner permitted by the DGCL and the certificate of incorporation and bylaws of the Company as at the date hereof; provided, provided that any Person such person to whom expenses are advanced provides an undertaking to Parent, to the extent then required by applicable Law, to repay such advances if it is ultimately determined that such Person person is not entitled to indemnification. (b) Without limitation The provisions of the Organizational Documents of Parent and its Subsidiaries (including the Surviving Corporation) with respect to clause (a)indemnification, advancement of expenses and exculpation of the Indemnified Parties that are presently set forth in their Organizational Documents shall not be amended, modified or repealed during the Indemnification Period in a manner that would adversely affect the rights thereunder of the Indemnified Parties, unless such modification is required by applicable Law. During the Indemnification Period, Parent shall, and the Surviving Corporation shall cause the Organizational Documents of Parent and the Surviving Corporation toto contain, to and Parent shall cause the fullest extent permitted by applicable Law, include and cause to be maintained in effect in Organizational Documents of its Subsidiaries (including the Surviving Corporation’s ) to so contain, provisions no less favorable with respect to indemnification, advancement of expenses and exculpation of the Indemnified Parties as those set forth in the Organizational Documents of Parent and its Subsidiaries (or any successor’sincluding the Surviving Corporation), respectively, as of the date of this Agreement. (c) organizational documents for a period of six years From and after the Effective Time, provisions regarding elimination Parent and the Surviving Corporation, shall, jointly and severally, fulfill and honor (or cause to be fulfilled or honored) in all respects the obligations of liability Parent its Subsidiaries (including the Surviving Corporation) to the applicable Indemnified Parties pursuant to any indemnification agreements between Parent, the Company or any of directorstheir respective Subsidiaries, on the one hand, and indemnification of and advancement of expenses to directors and officers of such Indemnified Parties, on the Companyother hand, no less favorable than those contained in the Company’s organizational documents each case as in effect as of the date hereofof this Agreement, with respect to claims arising out of matters occurring at or prior to the Effective Time. (cd) During the Indemnification Period, Parent shall maintain directors’ and officers’ liability insurance policies, with an effective date as of the Closing Date, on commercially available terms and conditions and with coverage limits customary for U.S. public companies similarly situated to Parent. In addition, (i) to the extent required as a result of the termination of coverage under Parent’s directors’ and officers’ liability insurance policy in effect prior to the Closing (including any renewal and/or continuation thereof), Parent shall purchase, prior to the Effective Time, a six (6)-year prepaid “tail policy” (the cost of which shall be a Parent Transaction Related Expense) for the non-cancellable extension of the directors’ and officers’ liability coverage of Parent’s existing directors’ and officers’ insurance policies for a claims reporting or discovery period of at least six (6) years from and after the date on which the Effective Time occurs with respect to any claim related to any period of time at or prior to the Effective Time, with the scope of errors and omissions covered by such insurance reasonably comparable to that provided under Parent’s existing policies as of the date of this Agreement with respect to actual or alleged errors, misleading statements, acts, omissions, neglect, breaches of duty or matters claimed against a director or officer of Parent by reason of him or her serving in such capacity that existed or occurred prior to the Effective Time (including in connection with this Agreement or the transactions contemplated hereby) (the “Parent D&O Tail Policy”). Additionally, at the Company’s request and at the Company’s sole expense (the expense for which shall be added to Parent Net Cash), Parent shall add the Company and its Subsidiaries as additional insureds solely in their capacity as Parent’s successors in interest on the Parent D&O Tail Policy on Parent’s behalf. (e) From and after the Effective Time, Parent and the Surviving Corporation shall, jointly and severally, pay all expenses, including reasonable attorneys’ fees, that are incurred by the Indemnified Parties in connection with their successful enforcement of the rights provided to such individuals in this Section 6.10. (f) The provisions of this Section 6.10 are intended to be in addition to the rights otherwise available to the Indemnified Parties by Law, charter, statute, bylaw or agreement, and shall operate for the benefit of, and shall be enforceable by, each of the Indemnified Parties, their heirs and their representatives. (g) In the event that either Parent or the Surviving Corporation or any of its their respective successors or assigns (i) consolidates with or merges into any other Person and is shall not be the continuing or surviving corporation or entity of such consolidation or merger merger, or (ii) transfers or conveys all or substantially all of its properties, rights properties and other assets to any Person, then, and in each such case, Parent shall, and shall cause the Surviving Corporation to, cause proper provision to shall be made so that such successor the successors and assigns of Parent or assign the Surviving Corporation, as the case may be, shall expressly assume succeed to the obligations set forth in this Section 5.076.10. Parent shall cause such Surviving Corporation to perform all of the obligations of the Surviving Corporation under this Section 6.10. (d) Prior to the Effective Time, the Company shall and, if the Company is unable to, Parent shall cause the Surviving Corporation as of the Effective Time to, obtain and fully pay the premium for “tail” insurance policies for the extension of directors’ and officers’ liability insurance, fiduciary liability insurance and employee practices liability insurance (to the extent applicable to directors of the Company as of the date of this Agreement) (collectively, “D&O Insurance”), in each case for a claims reporting or discovery period of six years after the Effective Time (the “Tail Period”) with respect to any claim related to matters existing or occurring at or prior to the Effective Time from the Company’s D&O Insurance carrier as of the date of this Agreement or one or more insurance carriers with the same or better credit rating as such carrier with terms, conditions, retentions and limits of liability that are at least as favorable to the insureds as the Company’s existing policies; provided, however, that in no event shall the premium amount for such policies exceed 300% of the last aggregate annual premium paid by the Company prior to the date hereof. If the Company for any reason fails to obtain or Parent for any reason fails to cause to be obtained such “tail” insurance policies as of the Effective Time, the Surviving Corporation shall, and Parent shall cause the Surviving Corporation to, maintain in effect the current D&O Insurance for the Tail Period, with at least the same coverage and amounts containing terms and conditions that are not less advantageous in the aggregate than such policy with respect to matters arising on or before the Effective Time; provided, however, that after the Effective Time, Parent shall not be required to pay with respect to D&O Insurance in respect of any one policy year annual premiums in excess of 300% of the last annual premium paid by the Company prior to the date hereof in respect of the D&O Insurance coverage required to be obtained pursuant hereto, but in such case shall purchase D&O Insurance with the best overall terms, conditions, retentions and levels of coverage reasonably available for such amount. (eh) Notwithstanding anything any time limit herein to the contrary, if any proceeding or threatened action, suit, proceeding, investigation or claim (whether arising before, at or after the Effective Time) is instituted against any Indemnified Party made hereunder on or prior to the sixth (6th) anniversary of the date on which the Effective TimeTime occurs, the provisions of this Section 5.07 6.10 (without regard to any such time limit) shall continue in effect with respect to such claim until the final disposition of such proceeding or threatened action, suit, proceeding, investigation or claimD&O Related Claim. (fi) This Section 6.10 shall survive the consummation of the Merger at the Effective Time, is intended to benefit Parent, the Company, the Surviving Corporation and the Indemnified Parties, shall be binding on all successors and assigns of Parent and the Surviving Corporation and shall be enforceable by the Indemnified Parties and their respective heirs, legatees, representatives, successors and assigns, in each case as if such Persons were party hereto. The provisions obligations of Parent and the Surviving Corporation under this Section 6.10 shall not be terminated or modified in such a manner as to adversely affect any Indemnified Party to whom this Section 6.10 applies without the consent of the affected Indemnified Party, it being expressly agreed that the Indemnified Parties to whom this Section 6.10 applies shall be third party beneficiaries of this Section 5.07 are (i) intended to be for the benefit of, and will be enforceable from and after the Effective Time by, each Indemnified Party, his or her heirs and his or her Representatives and (ii) in addition to, and not in substitution for, any other rights to indemnification or contribution that any such Person may have by Contract or otherwise6.10.

Indemnification, Exculpation and Insurance. (ai) From FindWhat shall cause all rights to indemnification and after exculpation from liabilities for acts or omissions occurring at or prior to the Effective TimeTime now existing in favor of the current or former directors or employees or officers of Espotting (each such person being an "Indemnified Party") by reason of the fact that he or she is or was a director or employee of Espotting as provided in Espotting's Certificate of Incorporation, Parent shallBylaws or any indemnification agreement between such directors or officers and Espotting (in each case, and shall cause as in effect on the date hereof) to be assumed by the Surviving Corporation toin the Merger, indemnifywithout further action, defend as of the Effective Time and such rights shall survive the Merger and shall continue in full force and effect in accordance with clause (iv) of this Section 5.2(b). Without limiting the foregoing, FindWhat shall indemnify and hold harmless, and provide advancement of expenses to, all past and present directors, officers and employees of Espotting and the Company and its Espotting Subsidiaries to the fullest extent permitted by Espotting's or an Espotting's Subsidiary's Certificate of Incorporation, Bylaws (collectively, the “Indemnified Parties”or comparable governing document) against any costs, expenses (including attorneys’ fees and expenses and disbursements), judgments, fines, losses, claims damages or liabilities incurred in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of or pertaining to (i) the fact that the Indemnified Party is or was a director, officer, employee or fiduciary of the Company or any of its Subsidiaries indemnification agreement between such directors, officers and employees for acts or is or was serving at the request of, or to represent the interest of, the Company or any of its Subsidiaries as a director, officer, partner, member, trustee, fiduciary, employee or agent of any other corporation, partnership, joint venture, limited liability company, trust, employee benefit plan or other enterprise, including any charitable or not-for profit public service organization or trade association or (ii) matters existing or omissions occurring at or prior to the Effective Time (including with respect to for acts or omissions occurring in connection with the approval of this Agreement and the consummation of the transactions contemplated hereby)) by reason of the fact that he or she was a director, whether asserted officer or claimed prior toemployee of Espotting or an Espotting Subsidiary. Nothing contained herein, at however, shall require FindWhat to indemnify any Indemnified Party if a court of competent jurisdiction shall have determined that such indemnification is unenforceable or after void as a matter of public policy, and such determination shall have become final and nonappealable. (ii) Any Indemnified Party wishing to claim indemnification under paragraph (i) of this Section 5.2(b) shall promptly notify the Effective TimeSurviving Corporation, in each case to the fullest extent permitted by applicable Law as it presently exists or may hereafter be amended (but, in the case upon learning of any such amendmentAction, only but the failure to so notify shall not relieve the Surviving Corporation of any liability it may have to such Indemnified Party to the extent such amendment permits Parent or failure does not materially prejudice the Surviving Corporation to provide broader indemnification rights or rights of advancement of expenses than such Law permitted Parent or the Corporation. The Surviving Corporation to provide prior to such amendment). In the event of any proceeding or threatened actionmay, suit, proceeding, investigation or claim at its own expense: (and in which indemnification could be sought by such Indemnified Party hereunder), each Indemnified Party shall be entitled to advancement of expenses incurred i) participate in the defense of any Action; or (ii) at any time during the course of any such proceeding Action, assume the defense thereof, unless the Indemnified Parties (or threatened Action from Parent any of them) determine in good faith (after consultation with legal counsel) that there is, under applicable standards of professional conduct, a conflict or any significant issue between the positions of FindWhat or the Surviving Corporation (within 10 days and any of receipt by Parent or such Indemnified Parties, provided that the Surviving Corporation's counsel shall be reasonably satisfactory to the Indemnified Parties. If the Surviving Corporation from an assumes such defense, the Indemnified Party of a request thereforParties shall have the right (but not the obligation) to the fullest extent and participate in the manner permitted defense thereof and to employ counsel, at their own expense, separate from the counsel employed by the DGCL Surviving Corporation. Whether or not the Surviving Corporation chooses to assume the defense of any such Action, the Surviving Corporation and FindWhat shall cooperate in the defense thereof. If the Surviving Corporation fails to so assume the defense thereof, the Indemnified Parties may retain counsel reasonably satisfactory to the Surviving Corporation and the certificate Surviving Corporation shall pay the reasonable fees and expenses of incorporation and bylaws of such counsel promptly after statements therefor are received; provided that the Company as at the date hereof; provided, that any Person to whom Indemnified Parties on whose behalf expenses are advanced provides provide (x) a written affirmation of their good faith belief that the standard of conduct necessary for indemnification under Section 145 of the DGCL has been met, and (y) an undertaking to repay such advances if it is ultimately determined that such Person Indemnified Party is not entitled to indemnification. (b) Without limitation to clause (a), Parent shall, and shall cause indemnification under Section 145 of the DGCL. Neither FindWhat nor the Surviving Corporation toshall be liable for any settlement effected without its written consent (which consent shall not be unreasonably withheld, to the fullest extent permitted by applicable Lawconditioned or delayed); provided that, include and cause to be maintained in effect in the Surviving Corporation’s (event that any claim or any successor’s) organizational documents claims for indemnification are asserted or made within such a period of six years after the Effective Time, provisions regarding elimination all rights to indemnification in respect of liability any such claim or claims (and the matters giving rise thereto) shall continue until the disposition of directorsany and all such claim or claims (and the matters giving rise thereto). The Indemnified Parties as a group may retain only one law firm (in addition to local counsel) to represent them with respect to a single action unless any Indemnified Party determines in good faith (after consultation with legal counsel) that there is, and indemnification under applicable standards of and advancement professional conduct, a conflict on any significant issue between the positions of expenses to directors and officers of the Company, no less favorable than those contained in the Company’s organizational documents as of the date hereof. (c) any two or more Indemnified Parties. In the event that either Parent FindWhat or the Surviving Corporation or any of its their respective successors or assigns (i) consolidates with or merges into any other Person person and is shall not be the continuing or surviving corporation or entity of such consolidation or merger merger, or (ii) transfers or conveys all or substantially all of its properties, rights properties and other assets to any Personperson, then, and in each such case, Parent shallto the extent necessary to effectuate the purposes of this Section 5.2(b), and shall cause the Surviving Corporation to, cause proper provision to shall be made so that such successor or assign shall expressly the successors and assigns of FindWhat and the Surviving Corporation assume the obligations set forth in this Section 5.075.2(b), and none of the actions described in clause (i) or (ii) shall be taken until such provision is made. Nothing in this Section 5.2(b) is intended to modify adversely any existing rights to indemnification of an Indemnified Party from Espotting. (diii) Prior to For six years after the Effective Time, the Company shall and, if the Company is unable to, Parent FindWhat shall cause the Surviving Corporation as of the Effective Time toto maintain in effect Espotting's current officers', obtain directors' and fully pay the premium for “tail” insurance policies for the extension of directors’ and officers’ liability insurance, fiduciary employees' liability insurance and employee practices liability insurance (to the extent applicable to directors in respect of the Company as of the date of this Agreement) (collectively, “D&O Insurance”), in each case for a claims reporting acts or discovery period of six years after the Effective Time (the “Tail Period”) with respect to any claim related to matters existing or omissions occurring at or prior to the Effective Time from the Company’s D&O Insurance carrier as Time, covering each person currently covered by Espotting's officers' and directors' liability insurance policy (a copy of which has been heretofore delivered to FindWhat), on terms with respect to such coverage and amount no less favorable than those of such policy in effect on the date hereof; provided that FindWhat may substitute therefor policies of this Agreement or one or more insurance carriers FindWhat containing terms with the same or better credit rating as such carrier with terms, conditions, retentions respect to coverage and limits of liability that are at least as amount no less favorable to the insureds as the Company’s existing policiessuch directors and officers; provided, however, that in no event shall the premium amount for such policies exceed 300% of the last aggregate annual premium paid by the Company prior to the date hereof. If the Company for any reason fails to obtain or Parent for any reason fails to cause to be obtained such “tail” insurance policies as of the Effective Time, the Surviving Corporation shall, and Parent shall cause the Surviving Corporation to, maintain in effect the current D&O Insurance for the Tail Period, with at least the same coverage and amounts containing terms and conditions that are not less advantageous in the aggregate than such policy with respect to matters arising on or before the Effective Time; provided, however, that after the Effective Time, Parent satisfying its obligation under this Section 5.2(b) FindWhat shall not be required obligated to pay with respect to D&O Insurance in respect of any one policy year annual premiums in excess of 300% of the last annual premium amount per annum paid by the Company prior Espotting in its last full fiscal year; and provided further that if FindWhat is not able to the date hereof in respect of the D&O Insurance obtain such coverage required for such 300% amount, FindWhat shall nevertheless be obligated to provide such coverage as may be obtained pursuant hereto, but in such case shall purchase D&O Insurance with the best overall terms, conditions, retentions and levels of coverage reasonably available annually for such amount. 300% amount and provided further that notwithstanding the foregoing, the Surviving Corporation may satisfy its obligations under this Section 5.2(b) by purchasing a "tail" policy under Espotting's existing directors' and officers' insurance policy that (ei) Notwithstanding anything herein to the contrary, if any proceeding or threatened action, suit, proceeding, investigation or claim (whether arising before, at or after has an effective term of six years from the Effective Time, (ii) is instituted against any Indemnified Party covers those persons who are currently covered, or will be covered on or prior to the sixth anniversary of the Effective Time, the provisions of this Section 5.07 shall continue by Espotting's directors' and officers' insurance policy in effect until on the final disposition date hereof for actions and omissions occurring on or prior to the Effective Time and (iii) contains terms and conditions (including without limitation coverage amounts) that are at least as favorable in the aggregate as the terms and conditions of such proceeding or threatened action, suit, proceeding, investigation or claimEspotting's directors' and officers' insurance policy in effect on the date hereof. (fiv) The provisions of the Certificate of Incorporation and Bylaws of the Surviving Corporation with respect to indemnification and exculpation as set forth in Section 5.2(b)(i) above 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. (v) The obligations of FindWhat or the Surviving Corporation under this Section 5.2(b) are subject to the conditions that each Indemnified Party shall comply with the reasonable requests of the Surviving Corporation or FindWhat in defending or settling any action hereunder and that any Indemnified Party shall approve any proposed settlement of any such action if (i) such settlement involves no finding or admission of any liability by any Indemnified Party, and (ii) the sole relief provided in connection with such settlement is monetary damages that are paid in full by the Surviving Corporation or FindWhat. (vi) The provisions of this Section 5.07 5.2(b) are (i) intended to be for the benefit of, and will be enforceable from and after the Effective Time by, each Indemnified Party, his or her heirs and his or her Representatives representatives and (ii) in addition to, and not in substitution for, any other rights to indemnification or contribution that any such Person person may have by Contract contract or otherwise. FindWhat hereby guarantees the performance by Surviving Corporation of its obligations under this Section 5.2(b).

Indemnification, Exculpation and Insurance. (a) From the First Effective Time through the sixth (6th) anniversary of the date on which the First Effective Time occurs, each of Parent and after the Surviving Entity shall indemnify and hold harmless each Person who is now, or has been at any time prior to the date hereof, or who becomes prior to the First Effective Time, a director or officer of Parent shallor the Company, and shall cause the Surviving Corporation to, indemnify, defend and hold harmless, all past and present directors, officers and employees of the Company and its Subsidiaries respectively (collectively, the “D&O Indemnified Parties”) ), against any costsall demands, expenses (claims, losses, liabilities, damages, judgments, fines and reasonable fees, costs and expenses, including attorneys’ fees and expenses and disbursements), judgments, fines, losses, claims damages or liabilities incurred in connection with any claim, actionAction, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of or pertaining to (i) the fact that the D&O Indemnified Party is or was a director, officer, employee director or fiduciary officer of Parent or of the Company or any of its Subsidiaries or is or was serving at the request of, or to represent the interest of, the Company or any of its Subsidiaries as a director, officer, partner, member, trustee, fiduciary, employee or agent of any other corporation, partnership, joint venture, limited liability company, trust, employee benefit plan or other enterprise, including any charitable or not-for profit public service organization or trade association or (ii) matters existing or occurring at or prior to the Effective Time (including with respect to acts or omissions occurring in connection with this Agreement and the consummation of the transactions contemplated hereby)Company, whether asserted or claimed prior to, at or after the First Effective Time, in each case case, to the fullest extent permitted by applicable Law as it presently exists or may hereafter be amended (but, in under the case of any such amendment, only to the extent such amendment permits Parent or the Surviving Corporation to provide broader indemnification rights or rights of advancement of expenses than such Law permitted Parent or the Surviving Corporation to provide prior to such amendment)DGCL. In the event of any proceeding or threatened action, suit, proceeding, investigation or claim (and in which indemnification could be sought by such Each D&O Indemnified Party hereunder), each Indemnified Party shall will be entitled to advancement of fees, costs and expenses incurred in the defense of any such demand, claim, Action, suit, proceeding or threatened Action investigation from each of Parent or and the Surviving Corporation (within 10 days of Entity, jointly and severally, upon receipt by Parent or the Surviving Corporation Entity from an the D&O Indemnified Party of a request therefor) to the fullest extent and in the manner permitted by the DGCL and the certificate of incorporation and bylaws of the Company as at the date hereof; provided, that any Person such D&O Indemnified Party to whom expenses are advanced provides an undertaking to Parent, to the extent then required by the DGCL, to repay such advances if it is ultimately determined that such Person D&O Indemnified Party is not entitled to indemnification. Such undertaking, if required, shall be unsecured and made without reference to the D&O Indemnified Party’s ability to repay such advances or, except as may be limited by applicable Law, ultimate entitlement to indemnification. No other form of undertaking shall be required. All rights to indemnification, exculpation and advancement of expenses or other protection in respect of any claim asserted or made, and for which a D&O Indemnified Party delivers a written notice to Parent or the Surviving Entity prior to the sixth (6th) anniversary of the First Effective Time asserting a claim for such protections pursuant to this Section 7.5, shall continue until the final disposition of such claim. (b) Without limitation to clause (a), Parent shallThe certificate of incorporation and bylaws of the Surviving Entity shall contain, and Parent shall cause the certificate of incorporation and bylaws of the Surviving Corporation toEntity to so contain, provisions no less favorable with respect to the fullest extent permitted by applicable Lawindemnification, include advancement of expenses and cause to be maintained in effect exculpation of present and former directors and officers as those presently set forth in the Surviving Corporation’s certificate of incorporation and bylaws of Parent. (or any successor’sc) organizational documents for a period of six years From and after the First Effective Time, provisions regarding elimination of liability of directors, (i) the Surviving Entity shall fulfill and indemnification of and advancement of expenses to directors and officers honor in all respects the obligations of the Company, no less favorable than those contained in Company to its D&O Indemnified Parties as of immediately prior to the Closing pursuant to any indemnification provisions under the Company’s organizational documents and pursuant to any indemnification agreements between the Company and such D&O Indemnified Parties, with respect to demands, claims, Actions, suits, proceedings or investigations whether asserted or claimed prior to, at or after the First Effective Time, arising out of matters occurring at or prior to the First Effective Time and (ii) Parent shall fulfill and honor in all respects the obligations of Parent to its D&O Indemnified Parties as of immediately prior to the Closing pursuant to any indemnification provisions under Parent’s organizational documents and pursuant to any indemnification agreements between Parent and such D&O Indemnified Parties, with respect to demands, claims, Actions, suits, proceedings or investigations whether asserted or claimed prior to, at or after the First Effective Time, arising out of matters occurring at or prior to the First Effective Time. (d) From and after the First Effective Time, Parent shall maintain directors’ and officers’ liability insurance policies, with an effective date as of the Closing Date, on commercially reasonable terms and conditions and with coverage limits customary for U.S. public companies similarly situated to Parent. In addition, Parent shall purchase, prior to the First Effective Time, a six-year prepaid “D&O tail policy” for the non-cancellable extension of the directors’ and officers’ liability coverage of Parent’s existing directors’ and officers’ insurance policies for a claims reporting or discovery period of at least six years from and after the First Effective Time with respect to any claim related to any period of time at or prior to the First Effective Time with terms, conditions, exclusions, retentions and limits of liability that are no less favorable than the coverage provided under Parent’s existing policies as of the date hereofof this Agreement with respect to any actual or alleged error, misstatement, misleading statement, act, omission, neglect, breach of duty or any matter claimed against a director or officer of Parent by reason of him or her serving in such capacity that existed or occurred at or prior to the First Effective Time (including in connection with this Agreement or the Contemplated Transactions or in connection with Parent’s initial public offering of shares of Parent Common Stock). (ce) From and after the First Effective Time, Parent shall pay all expenses, including reasonable attorneys’ fees, including in advance (subject to the advancement requirements set forth in Section 7.5(a)), that are incurred by the persons referred to in this Section 7.5 in connection with their enforcement of the rights provided to such persons in this Section 7.5. (f) The provisions of this Section 7.5 are intended to be in addition to the rights otherwise available to the current and former officers and directors of Parent and the Company by Law, charter, statute, bylaw or agreement, and shall operate for the benefit of, and shall be enforceable by, each of the D&O Indemnified Parties, their heirs and their Representatives. (g) In the event that either Parent or the Surviving Corporation Entity or any of its their respective successors or assigns (i) consolidates with or merges into any other Person and is shall not be the continuing or surviving corporation company or entity of such consolidation or merger or (ii) transfers or conveys all or substantially all of its properties, rights properties and other assets to any Person, then, and in each such case, Parent shall, and shall cause the Surviving Corporation to, cause proper provision to shall be made so that such successor the successors and assigns of Parent or assign the Surviving Entity, as the case may be, shall expressly assume succeed to the obligations set forth in this Section 5.07. (d) Prior to the Effective Time, the Company shall and, if the Company is unable to, 7.5. Parent shall cause the Surviving Corporation as Entity to perform all of the Effective Time to, obtain and fully pay the premium for “tail” insurance policies for the extension of directors’ and officers’ liability insurance, fiduciary liability insurance and employee practices liability insurance (to the extent applicable to directors obligations of the Company as of the date of this Agreement) (collectively, “D&O Insurance”), in each case for a claims reporting or discovery period of six years after the Effective Time (the “Tail Period”) with respect to any claim related to matters existing or occurring at or prior to the Effective Time from the Company’s D&O Insurance carrier as of the date of this Agreement or one or more insurance carriers with the same or better credit rating as such carrier with terms, conditions, retentions and limits of liability that are at least as favorable to the insureds as the Company’s existing policies; provided, however, that in no event shall the premium amount for such policies exceed 300% of the last aggregate annual premium paid by the Company prior to the date hereof. If the Company for any reason fails to obtain or Parent for any reason fails to cause to be obtained such “tail” insurance policies as of the Effective Time, the Surviving Corporation shall, and Parent shall cause the Surviving Corporation to, maintain in effect the current D&O Insurance for the Tail Period, with at least the same coverage and amounts containing terms and conditions that are not less advantageous in the aggregate than such policy with respect to matters arising on or before the Effective Time; provided, however, that after the Effective Time, Parent shall not be required to pay with respect to D&O Insurance in respect of any one policy year annual premiums in excess of 300% of the last annual premium paid by the Company prior to the date hereof in respect of the D&O Insurance coverage required to be obtained pursuant hereto, but in such case shall purchase D&O Insurance with the best overall terms, conditions, retentions and levels of coverage reasonably available for such amount. (e) Notwithstanding anything herein to the contrary, if any proceeding or threatened action, suit, proceeding, investigation or claim (whether arising before, at or after the Effective Time) is instituted against any Indemnified Party on or prior to the sixth anniversary of the Effective Time, the provisions of Entity under this Section 5.07 shall continue in effect until the final disposition of such proceeding or threatened action, suit, proceeding, investigation or claim7.5. (f) The provisions of this Section 5.07 are (i) intended to be for the benefit of, and will be enforceable from and after the Effective Time by, each Indemnified Party, his or her heirs and his or her Representatives and (ii) in addition to, and not in substitution for, any other rights to indemnification or contribution that any such Person may have by Contract or otherwise.

Indemnification, Exculpation and Insurance. (a) All rights to indemnification and exculpation from liabilities for acts or omissions occurring at or prior to the Effective Time and rights to advancement of expenses relating thereto now existing in favor of any Person who is or prior to the Effective Time becomes, or has been at any time prior to the date of this Agreement, a director, officer, employee or agent (including serving as a fiduciary with respect to an employee benefit plan) of the Company, any of its Subsidiaries or any of their respective predecessors (each, an “Indemnified Party”) as provided in the Company Certificate of Incorporation, the Company By-Laws, the organizational documents of any Company Subsidiary or any indemnification agreement or other Contract rights between such Indemnified Party and the Company or any Company Subsidiary which has been made available to Parent prior to the date hereof (collectively, “Existing D&O Indemnification Arrangements”) shall be assumed by the Surviving Corporation in the Merger, without further action, at the Effective Time and survive the Merger and continue in full force and effect in accordance with their respective terms and shall not be amended, repealed or otherwise modified in any manner that would adversely affect the rights thereunder of any Indemnified Parties with respect to indemnification, exculpation and limitation of liabilities of the Indemnified Parties and advancement of expenses. In the event the Surviving Corporation or any of its successors or assigns (i) consolidates 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 the Surviving Corporation assume all of the obligations of Parent and the Surviving Corporation set forth in this Section 7.05, which such assumption shall be a condition precedent to any such consolidation, merger, transfer of assets or other change of control of the Surviving Corporation. (b) From and after the Effective Time, Parent shallin the event of any threatened or actual claim, and shall cause the Surviving Corporation to, indemnify, defend and hold harmless, all past and present directors, officers and employees of the Company and its Subsidiaries (collectively, the “Indemnified Parties”) against any costs, expenses (including attorneys’ fees and expenses and disbursements), judgments, fines, losses, claims damages or liabilities incurred in connection with any claimsuit, action, suit, proceeding or investigationinvestigation (a “Claim”), whether civil, criminalcriminal or administrative, administrative based in whole or investigativein part on, or arising in whole or in part out of of, or pertaining to (i) the fact that the Indemnified Party is or was a director, officer, employee director or fiduciary officer of the Company or Company, any of its Subsidiaries or is or was serving at the request of, or to represent the interest of, the Company or any of its Subsidiaries as a director, officer, partner, member, trustee, fiduciary, employee or agent of any other corporation, partnership, joint venture, limited liability company, trust, employee benefit plan or other enterprise, including any charitable or not-for profit public service organization or trade association their respective predecessors or (ii) matters existing or occurring at or prior to the Effective Time (including with respect to acts or omissions occurring in connection with this Agreement and the consummation or any of the transactions contemplated hereby), whether asserted or claimed prior to, at in any case arising before or after the Effective Time, in each case to the fullest extent permitted by applicable Law as it presently exists or may hereafter be amended (but, in the case of any such amendment, only to the extent such amendment permits Parent or the Surviving Corporation to provide broader indemnification rights or rights of advancement of expenses than such Law permitted Parent or the Surviving Corporation to provide prior to such amendment). In the event of any proceeding or threatened action, suit, proceeding, investigation or claim (and in which indemnification could be sought by such Indemnified Party hereunder), each Indemnified Party shall be entitled to advancement of expenses incurred in the defense of any such proceeding or threatened Action from Parent or the Surviving Corporation (within 10 days of receipt by Parent or the Surviving Corporation from an Indemnified Party of a request therefor) to the fullest extent and in the manner permitted by the DGCL and the certificate of incorporation and bylaws of the Company as at the date hereof; provided, that any Person to whom expenses are advanced provides an undertaking to repay such advances if it is ultimately determined that such Person is not entitled to indemnification. (b) Without limitation to clause (a), Parent shall, and shall cause the Surviving Corporation to, to the fullest extent permitted by applicable Law, include and cause to be maintained in effect in the Surviving Corporation’s (or any successor’s) organizational documents for a period of six years after the Effective Time, provisions regarding elimination of liability of directors, and indemnification of and advancement of expenses to directors and officers of the Company, no less favorable than those contained in the Company’s organizational documents as of the date hereof. (c) In the event that either Parent or the Surviving Corporation or any of its successors or assigns (i) consolidates with or merges into any other Person and is not the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers or conveys all or substantially all of its properties, rights and other assets to any Person, then, and in each such case, Parent shall, and shall cause the Surviving Corporation to, cause proper provision to be made so that such successor or assign shall expressly assume the obligations set forth in this Section 5.07. (d) Prior to the Effective Time, the Company shall and, if the Company is unable to, Parent shall cause the Surviving Corporation as of the Effective Time to, obtain and fully pay the premium for “tail” insurance policies for the extension of directors’ and officers’ liability insurance, fiduciary liability insurance and employee practices liability insurance (to the extent applicable to directors of the Company as of the date of this Agreement) (collectively, “D&O Insurance”), in each case for a claims reporting or discovery period of six years after the Effective Time (the “Tail Period”) with respect to any claim related to matters existing or occurring at or prior to the Effective Time from the Company’s D&O Insurance carrier as of the date of this Agreement or one or more insurance carriers with the same or better credit rating as such carrier with terms, conditions, retentions and limits of liability that are at least as favorable to the insureds as the Company’s existing policies; provided, however, that in no event shall the premium amount for such policies exceed 300% of the last aggregate annual premium paid by the Company prior to the date hereof. If the Company for any reason fails to obtain or Parent for any reason fails to cause to be obtained such “tail” insurance policies as of the Effective Time, the Surviving Corporation shallshall indemnify and hold harmless, as and to the extent provided by the Existing D&O Indemnification Arrangements, each such Indemnified Party against any losses, damages, liabilities, and reasonable and documented costs and expenses (including payment of reasonable and documented out-of-pocket attorney’s fees and expenses), judgments, fines and amounts paid in settlement of or in connection with any such threatened or actual Claim, in each case, to the extent provided in the Existing D&O Indemnification Arrangements; provided that no Indemnified Party shall be entitled to indemnification under the Existing D&O Indemnification Arrangements or this Section 7.05 if it is ultimately determined in a final and non-appealable judgment of a court of competent jurisdiction that such Indemnified Party is not entitled to be indemnified under the Existing D&O Indemnification Arrangements or under applicable Law. None of Parent shall cause or the Surviving Corporation toshall settle, maintain compromise or consent to the entry of any judgment in effect any threatened or actual Claim for which indemnification has been or may be sought by an Indemnified Party hereunder, unless such settlement, compromise or consent includes an unconditional release of such Indemnified Party from all liability arising out of such Claim or such Indemnified Party otherwise consents in writing to such settlement, compromise or consent (which consent is not to be unreasonably withheld, conditioned or delayed). No Indemnified Party shall settle, compromise or consent to the current D&O Insurance entry of any judgment in any threatened or actual Claim for which indemnification has been or may be sought by such Indemnified Party hereunder unless Parent or the Tail PeriodSurviving Corporation consents in writing to such settlement, with at least compromise or consent (which consent is not to be unreasonably withheld, conditioned or delayed). Each of Parent, the same coverage Surviving Corporation and amounts containing terms and conditions that are not less advantageous the Indemnified Party shall cooperate in the aggregate than defense of any matter for which such policy with respect to matters arising on or before Indemnified Party has validly sought indemnification under such indemnification agreement. Parent’s and the Surviving Corporation’s obligations under Section 7.05(a) and this Section 7.05(b) shall continue in full force and effect for a period of six (6) years from the Effective Time; provided, however, that after the Effective Time, Parent shall not be required to pay with respect to D&O Insurance all rights hereunder in respect of any one policy year annual premiums in excess of 300% of the last annual premium paid by the Company prior to the date hereof in respect of the D&O Insurance coverage required to be obtained pursuant hereto, but in Claim asserted or made within such case shall purchase D&O Insurance with the best overall terms, conditions, retentions and levels of coverage reasonably available for such amount. (e) Notwithstanding anything herein to the contrary, if any proceeding or threatened action, suit, proceeding, investigation or claim (whether arising before, at or after the Effective Time) is instituted against any Indemnified Party on or prior to the sixth anniversary of the Effective Time, the provisions of this Section 5.07 period shall continue in effect until the final disposition of such proceeding or threatened action, suit, proceeding, investigation or claimClaim. (fc) The provisions Company shall obtain, at or prior to the Effective Time, prepaid (or “tail”) directors’ and officers’ liability insurance policies in respect of this Section 5.07 are (i) intended acts or omissions occurring at or prior to be the Effective Time providing coverage for the benefit of, and will be enforceable six (6) year period from and after the Effective Time byTime, covering each Indemnified Party, his Person who is covered by such policies on the date of this Agreement on terms with respect to such coverage and amounts no more favorable in the aggregate than those of such policies in effect on the date of this Agreement (the “D&O Tail Policy”). Parent agrees that such tail policy may not be cancelled or her heirs and his revoked by Parent or her Representatives and (ii) the Surviving Corporation or amended or modified in addition to, and not in substitution for, any other rights manner that is adverse to indemnification or contribution that any such Person may have by Contract or otherwisethe beneficiaries thereof.

Indemnification, Exculpation and Insurance. (a) From All rights to indemnification and exculpation from liabilities for acts or omissions occurring at or prior to the Effective Time and rights to advancement of expenses relating thereto now existing in favor of any person who is or prior to the Effective Time becomes, or has been at any time prior to the date of this Agreement, a director, officer, employee or agent (including as a fiduciary with respect to an employee benefit plan) of the Company, any of its Subsidiaries or any of their respective predecessors (each, an “Indemnified Party”) as provided in the Company Certificate of Incorporation, the Company Bylaws, the organizational documents of any Subsidiary of the Company or any indemnification agreement between such Indemnified Party and the Company or any of its Subsidiaries (in each case, as in effect on the date hereof or, with respect to any indemnification agreement entered into after the date hereof, to the extent the terms thereof are no more favorable in any material respect to the Indemnified Party that is the beneficiary thereof than the terms of any indemnification agreement included as an exhibit in the Filed SEC Documents) shall survive the Merger and shall not be amended, repealed or otherwise modified in any manner that would adversely affect any right thereunder of any such Indemnified Party. (b) Without limiting Section 5.05(a) or any rights of any Indemnified Party pursuant to any indemnification agreement, from and after the Effective Time, Parent shall, and shall cause in the Surviving Corporation to, indemnify, defend and hold harmless, all past and present directors, officers and employees event of the Company and its Subsidiaries (collectively, the “Indemnified Parties”) against any costs, expenses (including attorneys’ fees and expenses and disbursements), judgments, fines, losses, claims damages threatened or liabilities incurred in connection with any actual claim, action, suit, proceeding or investigationinvestigation (a “Claim”), whether civil, criminalcriminal or administrative in which any person who is now, administrative or investigativehas 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 is or is threatened to be, made a party in his or her capacity as a director or officer of the Company, the Surviving Corporation shall indemnify and hold harmless, to the fullest extent permitted by Law, each such Indemnified Party in his or her capacity as a director or officer of the Company or any of its Subsidiaries, or any of their respective predecessors, 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 investigation to each Indemnified Party to the fullest extent permitted by Law upon receipt of any undertaking required by applicable Law), judgments, fines and amounts paid in settlement of or in connection with any such threatened or actual Claim, arising out of of, or pertaining to (i) the fact that the such an Indemnified Party is or was a director, officer, employee director (including in a capacity as a member of any board committee) or fiduciary officer of the Company or Company, any of its Subsidiaries or is or was serving at the request ofany of their respective predecessors, or a fiduciary with respect to represent the interest of, the Company or any of its Subsidiaries as a director, officer, partner, member, trustee, fiduciary, employee or agent of any other corporation, partnership, joint venture, limited liability company, trust, employee benefit plan or other enterprisemaintained by any of the foregoing, including any charitable or not-for profit public service organization or trade association prior to the Effective Time or (ii) matters existing this Agreement or any of the transactions contemplated hereby, whether in any case asserted or arising before or after the Effective Time. The Surviving Corporation shall not settle, compromise or consent to the entry of any judgment in any threatened or actual Claim for which indemnification could be sought by an Indemnified Party hereunder, unless such settlement, compromise or consent includes an unconditional release of such Indemnified Party from all liability arising out of such Claim or such Indemnified Party otherwise consents in writing to such settlement, compromise or consent. The Surviving Corporation shall cooperate with an Indemnified Party in the defense of any matter for which such Indemnified Party could seek indemnification hereunder. The Surviving Corporation’s obligations under this Section 5.05(b) shall continue in full force and effect for a period of six years from the Effective Time; provided, however, that all rights to indemnification in respect of any Claim asserted or made within such period shall continue until the final disposition of such Claim. (c) The Surviving Corporation shall obtain, at the Effective Time, prepaid (or “tail”) directors’ and officers’ liability insurance policies in respect of acts or omissions occurring at or prior to the Effective Time (including with respect to acts or omissions occurring in connection with this Agreement and the consummation of the transactions contemplated hereby), whether asserted or claimed prior to, at or after for six years from the Effective Time, in covering each case to the fullest extent permitted by applicable Law as it presently exists or may hereafter be amended (but, in the case of any such amendment, only to the extent such amendment permits Parent or the Surviving Corporation to provide broader indemnification rights or rights of advancement of expenses than such Law permitted Parent or the Surviving Corporation to provide prior Indemnified Party on terms with respect to such amendment)coverage and amounts no less favorable than those of such policies in effect on the date of this Agreement. In the event of any proceeding or threatened action, suit, proceeding, investigation or claim (and in which indemnification could be sought by such Indemnified Party hereunder), each Indemnified Party shall be entitled to advancement of expenses incurred in the defense of any such proceeding or threatened Action from Parent or the Surviving Corporation (within 10 days of receipt by Parent or the Surviving Corporation from an Indemnified Party of a request therefor) is unable to the fullest extent and in the manner permitted by the DGCL and the certificate of incorporation and bylaws of the Company as at the date hereof; providedobtain such “tail” insurance policies, that any Person to whom expenses are advanced provides an undertaking to repay such advances if it is ultimately determined that such Person is not entitled to indemnification. (b) Without limitation to clause (a)then, Parent shall, and shall cause the Surviving Corporation to, to the fullest extent permitted by applicable Law, include and cause to be maintained in effect in the Surviving Corporation’s (or any successor’s) organizational documents for a period of six years after from the Effective Time, provisions regarding elimination of liability of directors, and indemnification of and advancement of expenses to directors and officers of the Surviving Corporation shall maintain in effect the Company’s current directors’ and officers’ liability insurance policies in respect of acts or omissions occurring at or prior to the Effective Time, covering each Indemnified Party on terms with respect to such coverage and amounts no less favorable than those contained of such policies in effect on the Company’s organizational documents as date of this Agreement; provided, however, that the Surviving Corporation may substitute therefor policies of a reputable and financially sound insurance company containing terms, including with respect to coverage and amounts, no less favorable to any Indemnified Party; provided further, however, that in satisfying its obligation under this sentence the Surviving Corporation shall not be obligated to pay for coverage for any 12-month period aggregate premiums for insurance in excess of 250% of the amount paid by the Company for coverage for the period of 12 months beginning on June 1 most recently commenced prior to the date hereofof this Agreement, it being understood and agreed that the Surviving Corporation shall nevertheless be obligated to provide such coverage as may be obtained for such amount. (cd) In the event that either Parent or the Surviving Corporation or any of its successors or assigns (i) consolidates with or merges into any other Person 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 a substantial portion of its properties, rights properties and other assets to any Personperson, or is dissolved, then, and in each such case, Parent shall, and shall cause the Surviving Corporation to, shall cause proper provision to be made so that such successor the applicable successors and assigns or assign shall transferees expressly assume the obligations set forth in this Section 5.07. (d) Prior to the Effective Time, the Company shall and, if the Company is unable to, Parent shall cause the Surviving Corporation as of the Effective Time to, obtain and fully pay the premium for “tail” insurance policies for the extension of directors’ and officers’ liability insurance, fiduciary liability insurance and employee practices liability insurance (to the extent applicable to directors of the Company as of the date of this Agreement) (collectively, “D&O Insurance”), in each case for a claims reporting or discovery period of six years after the Effective Time (the “Tail Period”) with respect to any claim related to matters existing or occurring at or prior to the Effective Time from the Company’s D&O Insurance carrier as of the date of this Agreement or one or more insurance carriers with the same or better credit rating as such carrier with terms, conditions, retentions and limits of liability that are at least as favorable to the insureds as the Company’s existing policies; provided, however, that in no event shall the premium amount for such policies exceed 300% of the last aggregate annual premium paid by the Company prior to the date hereof. If the Company for any reason fails to obtain or Parent for any reason fails to cause to be obtained such “tail” insurance policies as of the Effective Time, the Surviving Corporation shall, and Parent shall cause the Surviving Corporation to, maintain in effect the current D&O Insurance for the Tail Period, with at least the same coverage and amounts containing terms and conditions that are not less advantageous in the aggregate than such policy with respect to matters arising on or before the Effective Time; provided, however, that after the Effective Time, Parent shall not be required to pay with respect to D&O Insurance in respect of any one policy year annual premiums in excess of 300% of the last annual premium paid by the Company prior to the date hereof in respect of the D&O Insurance coverage required to be obtained pursuant hereto, but in such case shall purchase D&O Insurance with the best overall terms, conditions, retentions and levels of coverage reasonably available for such amount5.05. (e) Notwithstanding anything herein to the contrary, if any proceeding or threatened action, suit, proceeding, investigation or claim (whether arising before, at or after the Effective Time) is instituted against any Indemnified Party on or prior to the sixth anniversary of the Effective Time, the provisions of this Section 5.07 shall continue in effect until the final disposition of such proceeding or threatened action, suit, proceeding, investigation or claim. (f) The provisions of this Section 5.07 5.05 are (i) intended to be for the benefit of, and will be enforceable from and after the Effective Time by, each Indemnified Party, his or her heirs and his or her Representatives representatives, and (ii) are in addition to, and not in substitution for, any other rights to indemnification or contribution that any such Person person may have by Contract contract or otherwise.

Indemnification, Exculpation and Insurance. (a) From The Company agrees that all rights to indemnification and after the Effective Time, Parent shall, and shall cause the Surviving Corporation to, indemnify, defend and hold harmless, all past and present directors, officers and employees of the Company and its Subsidiaries (collectively, the “Indemnified Parties”) against any costs, expenses exculpation (including attorneys’ fees and expenses and disbursements), judgments, fines, losses, claims damages the advancement of expenses) from liabilities for acts or liabilities incurred in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of or pertaining to (i) the fact that the Indemnified Party is or was a director, officer, employee or fiduciary of the Company or any of its Subsidiaries or is or was serving at the request of, or to represent the interest of, the Company or any of its Subsidiaries as a director, officer, partner, member, trustee, fiduciary, employee or agent of any other corporation, partnership, joint venture, limited liability company, trust, employee benefit plan or other enterprise, including any charitable or not-for profit public service organization or trade association or (ii) matters existing or omissions occurring at or prior to the Effective Time (including with respect to acts the transactions contemplated by this Agreement) existing now or omissions occurring at the Effective Time in favor of the current or former directors or officers of the Company (the "Indemnified Parties") as provided in the Company Memorandum of Association, the Company Bye-Laws and any indemnification agreements (each as in effect on the date hereof) shall be assumed by the Amalgamated Company in the Amalgamation, without further action, as of the Effective Time and shall survive the Amalgamation and shall continue in full force and effect without amendment, modification or repeal for a period not less than the statute of limitations applicable to such matters; provided, however, that if any claims are asserted or made during the continuance of such period, all rights to indemnification (and to advancement of expenses) hereunder in respect of any such claims shall continue, without diminution, until disposition of any and all such claims. (b) To the extent paragraph (a) shall not serve to indemnify and hold harmless an Indemnified Party, for a period of six years from and after the Effective Time, the Amalgamated Company shall indemnify, defend and hold harmless the Indemnified Parties against all losses, claims, damages, costs, expenses (including reasonable attorneys' fees and expenses), liabilities or judgments of or in connection with any threatened or actual claim, action, suit, proceeding or investigation (an "ACTION") arising out of or pertaining to such individuals' services, prior to the Effective Time, as directors, officers or employees of the Company, including, without limitation, matters based in whole or in part on, or arising in whole or in part out of, or pertaining to this Agreement and the consummation of or the transactions contemplated hereby), whether asserted or claimed prior to, at or after the Effective Time, in each case to the fullest full extent permitted by applicable Law as it presently exists or may hereafter be amended (but, in the case of any such amendment, only to the extent such amendment permits Parent or the Surviving Corporation to provide broader indemnification rights or rights of advancement of expenses than such Law permitted Parent or the Surviving Corporation to provide prior to such amendment). In the event of any proceeding or threatened action, suit, proceeding, investigation or claim (and in which indemnification could be sought by such Indemnified Party hereunder), each Indemnified Party shall be entitled to advancement of expenses incurred in the defense of any such proceeding or threatened Action from Parent or the Surviving Corporation (within 10 days of receipt by Parent or the Surviving Corporation from an Indemnified Party of a request therefor) to the fullest extent and in the manner permitted by the DGCL and the certificate of incorporation and bylaws of the Company as at the date hereof; provided, that any Person to whom expenses are advanced provides an undertaking to repay such advances if it is ultimately determined that such Person is not entitled to indemnification. (b) Without limitation to clause (a), Parent shall, and shall cause the Surviving Corporation to, to the fullest extent permitted by applicable Law, include and cause to be maintained in effect in the Surviving Corporation’s (or any successor’s) organizational documents for a period of six years after the Effective Time, provisions regarding elimination of liability of directors, and indemnification of and advancement of expenses to directors and officers of the Company, no less favorable than those contained in the Company’s organizational documents as of the date hereoflaw. (c) In the event that either Parent or the Surviving Corporation or any of its successors or assigns The Amalgamated Company shall (i) consolidates with or merges into any other Person and is maintain for a period of not the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers or conveys all or substantially all of its properties, rights and other assets to any Person, then, and in each such case, Parent shall, and shall cause the Surviving Corporation to, cause proper provision to be made so that such successor or assign shall expressly assume the obligations set forth in this Section 5.07. (d) Prior to the Effective Time, the Company shall and, if the Company is unable to, Parent shall cause the Surviving Corporation as of less than six years from the Effective Time to, obtain and fully pay the premium for “tail” insurance policies for the extension of Company's current directors’ ' and officers’ liability insurance, fiduciary liability ' insurance and employee practices liability insurance (indemnification policy to the extent applicable that it provides coverage for events occurring prior to directors of the Company as of the date of this Agreement) (collectively, “D&O Insurance”), in each case for a claims reporting or discovery period of six years after the Effective Time (the “Tail Period”) with respect to any claim related to matters existing "D&O Insurance"), for all persons who are directors or occurring at or prior to officers of the Effective Time from the Company’s D&O Insurance carrier as of Company on the date of this Agreement (the "Insured Parties") or one or more insurance carriers with the same or better credit rating as such carrier with terms, conditions, retentions and limits of liability that are at least as favorable to the insureds as the Company’s existing policies; provided, however, that in no event shall the premium amount for such policies exceed 300% of the last aggregate annual premium paid by the Company prior to the date hereof. If the Company for any reason fails to obtain or Parent for any reason fails to (ii) cause to be obtained such “tail” insurance policies as of the Effective Time, the Surviving Corporation shall, and Parent shall cause the Surviving Corporation to, maintain in effect the current D&O Insurance for the Tail Period, with at least the same provided coverage and amounts containing terms and conditions that are not no less advantageous to the Insured Parties than the D&O Insurance, in each case so long as the aggregate than such policy with respect to matters arising on or before the Effective Time; provided, however, that after the Effective Time, Parent shall annual premium therefor would not be required to pay with respect to D&O Insurance in respect of any one policy year annual premiums in excess of 300150% of the last annual premium paid by for the Company D&O Insurance prior to the date hereof in respect of this Agreement (such 150% amount, the "Maximum Premium"). If the existing D&O Insurance coverage required expires, is terminated or canceled during such six-year period, the Amalgamated Company will use all reasonable efforts to cause to be obtained pursuant hereto, but in such case shall purchase as much D&O Insurance with as can be obtained for the best overall terms, conditions, retentions and levels remainder of coverage reasonably available such period for such amountan annualized premium not in excess of the Maximum Premium. (e) Notwithstanding anything herein to the contrary, if any proceeding or threatened action, suit, proceeding, investigation or claim (whether arising before, at or after the Effective Time) is instituted against any Indemnified Party on or prior to the sixth anniversary of the Effective Time, the provisions of this Section 5.07 shall continue in effect until the final disposition of such proceeding or threatened action, suit, proceeding, investigation or claim. (fd) The provisions of this Section 5.07 8.4 shall survive the consummation of the Acquisition and are (i) intended to be for the benefit of, and will be enforceable from and after the Effective Time by, each Indemnified Partyindemnified or insured party, his or her heirs and his or her Representatives representatives and (ii) are in addition to, and not in substitution for, any other rights to indemnification or contribution that any such Person person may have by Contract contract or otherwise. The Company or the Amalgamated Company, as applicable, shall pay the reasonable expenses, including reasonable attorneys' fees, that may be incurred by any Indemnified Parties in enforcing rights to which such Indemnified Parties are entitled under the provisions of this Section 8.4.

Indemnification, Exculpation and Insurance. (a) From and after the Effective Time, Parent Potlatch shall, and shall cause the Surviving Corporation Company to, indemnify, defend and hold harmless, all past to the fullest extent permitted under applicable Law (including to the fullest extent authorized or permitted by any amendments to applicable Law adopted after the date of this Agreement that increase the extent to which a corporation may indemnify its officers and directors) (and shall promptly advance expenses actually and reasonably incurred to the fullest extent permitted under applicable Law (including to the fullest extent authorized or permitted by any amendments to applicable Law adopted after the date of this Agreement that increase the extent to which a corporation may advance expenses to its officers and directors)) each former and present directorsdirector or officer of Deltic or any Deltic Subsidiary, officers and employees of as the Company and its Subsidiaries case may be (collectively, the “Deltic Indemnified Parties”) against any costs, expenses (including attorneys’ fees and expenses and disbursements), judgmentsif such Deltic Indemnified Party is or was a party or is threatened to be made a party, fines, losses, claims damages to any actual or liabilities incurred in connection with any claim, action, threatened suit, proceeding action or investigationother proceeding, whether civil, criminal, administrative or investigative, arising out of or pertaining with respect to (i) the fact that the Indemnified Party is or was a director, officer, employee or fiduciary of the Company or any of its Subsidiaries or is or was serving at the request of, or to represent the interest of, the Company or any of its Subsidiaries as a director, officer, partner, member, trustee, fiduciary, employee or agent of any other corporation, partnership, joint venture, limited liability company, trust, employee benefit plan or other enterprise, including any charitable or not-for profit public service organization or trade association or (ii) matters existing or occurring occurring, or acts or omissions occurring, at or prior to the Effective Time (including with respect to acts or omissions occurring this Agreement, the Merger and the other transactions contemplated hereby and the approval of any of the foregoing), against all claims, losses, liabilities, damages, judgments, inquiries, fines and reasonable fees, costs and expenses, including attorneys’ fees and disbursements, actually incurred by the Deltic Indemnifying Party in connection with this Agreement and the consummation of the transactions contemplated hereby)such suit, action or other proceeding, whether asserted or claimed prior to, at or after the Effective Time, arising out of or pertaining to the fact that the Deltic Indemnified Party is or was an officer or director of Deltic or any Deltic Subsidiary or is or was serving at the request of Deltic or any Deltic Subsidiary as a director or officer of another Person. Any indemnification or other similar agreements of Deltic or any Deltic Subsidiary, in each case as in effect on the date of this Agreement, a true and complete copy of which has been made available to Potlatch prior to the fullest extent permitted date of this Agreement, shall be assumed by applicable Law Potlatch in the Merger, without further action as it presently exists of the Effective Time, and shall continue in full force and effect in accordance with their terms. For the avoidance of doubt, the indemnification provided for by this Section 6.05(a) shall not apply to any Deltic Indemnified Party who becomes a director of or may hereafter be amended (butremains an employee of the Combined Company after the Closing, in the case of any such amendmenteach case, only to the extent such amendment permits Parent relating to suits, actions or the Surviving Corporation to provide broader indemnification rights or rights of advancement of expenses than such Law permitted Parent or the Surviving Corporation to provide prior to such amendment). In the event of any proceeding or threatened action, suit, proceeding, investigation or claim (and in which indemnification could be sought by such Indemnified Party hereunder), each Indemnified Party shall be entitled to advancement of expenses incurred in the defense of any such proceeding or threatened Action from Parent or the Surviving Corporation (within 10 days of receipt by Parent or the Surviving Corporation from an Indemnified Party of a request therefor) other proceedings to the fullest extent and in relating to acts or omissions occurring after the manner permitted by the DGCL and the certificate of incorporation and bylaws of the Company as at the date hereofEffective Time; provided, that any Person to whom expenses are advanced provides an undertaking to repay such advances if it is ultimately determined being understood that such Person is not entitled matters will be subject to indemnificationthe indemnification arrangements the Combined Company has in place after the Effective Time that are applicable to similarly situated individuals. (b) Without limitation to clause (a), Parent shall, and shall cause the Surviving Corporation to, to the fullest extent permitted by applicable Law, include and cause to be maintained in effect in the Surviving Corporation’s (or any successor’s) organizational documents for a period of six years after the Effective Time, provisions regarding elimination of liability of directors, and indemnification of and advancement of expenses to directors and officers of the Company, no less favorable than those contained in the Company’s organizational documents as of the date hereof. (c) In the event that either Parent or the Surviving Corporation Potlatch or any of its 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 of its properties, rights properties and other assets to any Person, then, and in each such case, Parent shall, and case Potlatch shall cause the Surviving Corporation to, cause proper provision to be made so that such successor or assign shall expressly the successors and assigns of Potlatch assume the obligations set forth in this Section 5.076.05 contemporaneous with the closing of any such consolidation, merger, transfer or conveyance. (dc) Prior Subject to the following sentence, for a period of six years following the Effective Time, the Company shall and, if the Company is unable to, Parent shall cause the Surviving Corporation as of the Effective Time to, obtain Potlatch will purchase and fully pay the premium for “tail” insurance policies for the extension of directors’ provide director’s and officers’ liability insurance, fiduciary officer’s liability insurance and employee practices liability from an insurance (to the extent applicable to directors of the Company as of the date of this Agreement) (collectively, “D&O Insurance”), in each case for a claims reporting carrier or discovery period of six years after the Effective Time (the “Tail Period”) with respect to any claim related to matters existing or occurring at or prior to the Effective Time from the Company’s D&O Insurance carrier as of the date of this Agreement or one or more insurance carriers with the same or better credit rating as Deltic’s current insurance carriers with respect to such carrier director’s and officer’s insurance that serves to reimburse the present and former officers and directors of Deltic or any of its Subsidiaries (determined as of the Effective Time) with termsrespect to claims against such directors and officers arising from facts or events occurring before the Effective Time, conditions, retentions and limits of liability that are which insurance will contain at least as the same coverage and amounts, and contain terms and conditions no less favorable to the insureds Deltic Indemnified Parties as the Companycoverage currently provided by Deltic’s existing policiescurrent insurance carriers; provided, however, that in no event shall the premium Potlatch be required to expend, on an annual basis, an amount for such policies exceed 300in excess of 250% of the last aggregate annual premiums paid as of the date hereof by Deltic for such insurance (the “Premium Cap”); provided, further, that if any such annual expense at any time would exceed the Premium Cap, then Potlatch will cause to be maintained policies of insurance which provide the maximum coverage available at an annual premium paid equal to the Premium Cap. At the option of Deltic (subject to the proviso below), or if requested by the Company Potlatch, prior to the date hereof. If Effective Time and in lieu of the Company foregoing, Deltic may (and Deltic shall, if requested by Potlatch and if such policy is available), purchase a tail policy for any reason fails directors’ and officers’ liability insurance on the terms described in the prior sentence (including subject to obtain or Parent the aggregate Premium Cap for any reason fails the six-year period) and fully pay for such policy prior to cause to be obtained such “tail” insurance policies as of the Effective Time, the Surviving Corporation shall, and Parent shall cause the Surviving Corporation to, maintain in effect the current D&O Insurance for the Tail Period, with at least the same coverage and amounts containing terms and conditions that are not less advantageous in the aggregate than such policy with respect to matters arising on or before the Effective Time; provided, however, that after the Effective Time, Parent shall not be required to pay with respect to D&O Insurance in respect of any one policy year annual premiums in excess of 300% of the last annual premium paid by the Company prior to the date hereof in respect of the D&O Insurance coverage required to be obtained pursuant hereto, but in such case shall purchase D&O Insurance with the best overall terms, conditions, retentions and levels of coverage reasonably available for such amount. (e) Notwithstanding anything herein to the contrary, if any proceeding or threatened action, suit, proceeding, investigation or claim (whether arising before, at or after the Effective Time) is instituted against any Indemnified Party on or prior to the sixth anniversary of the Effective Time, the provisions of this Section 5.07 shall continue in effect until the final disposition of such proceeding or threatened action, suit, proceeding, investigation or claim. (f) The provisions of this Section 5.07 are (i) intended to be for the benefit of, and will be enforceable from and after the Effective Time by, each Indemnified Party, his or her heirs and his or her Representatives and (ii) in addition to, and not in substitution for, any other rights to indemnification or contribution that any such Person may have by Contract or otherwise.which event Potlatch’s obligations under this

Indemnification, Exculpation and Insurance. (a) From and after Without limiting any additional rights that any Person may have under any Company Plan, from the Effective TimeClosing Date through the sixth anniversary of the date on which the Closing Date occurs, Parent shall, and Buyer shall cause the Surviving Corporation to, indemnify, defend Company to indemnify and hold harmlessharmless each present (as of immediately prior to the Closing) and former officer, all past and present directorsdirector, officers and employees employee or agent of the Company and its Subsidiaries (collectively, the “Indemnified PartiesIndividuals”) against any costsall claims, expenses (losses, liabilities, damages, judgments, inquiries, fines and reasonable fees, costs and expenses, including attorneys’ fees and expenses and disbursements), judgments, fines, losses, claims damages or liabilities incurred in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of or pertaining to (i) the fact that the Indemnified Party Individual is or was a director, an officer, employee or fiduciary of the Company or any of its Subsidiaries or is or was serving at the request of, or to represent the interest of, the Company or any of its Subsidiaries as a director, officer, partner, member, trustee, fiduciary, employee or agent of any other corporation, partnership, joint venture, limited liability company, trust, employee benefit plan the Company or other enterprise, including any charitable or not-for profit public service organization or trade association or (ii) matters existing or occurring at or prior to the Effective Time (including with respect to acts or omissions occurring in connection with this Agreement and the consummation of the transactions contemplated hereby)its Subsidiaries, whether asserted or claimed prior to, at or after the Effective TimeClosing, in to the extent provided or permitted under the existing certificate of incorporation and bylaws (or equivalent governing documents) of each case of the Company and its Subsidiaries and to the fullest extent permitted by under applicable Law as it presently exists or may hereafter be amended (but, in the case of any such amendment, only to the extent such amendment permits Parent or the Surviving Corporation to provide broader indemnification rights or rights of advancement of expenses than such Law permitted Parent or the Surviving Corporation to provide prior to such amendment)Law. In the event of any such claim, action, suit, proceeding or investigation, (x) each Indemnified Individual will be entitled to advancement of expenses incurred in the defense of any claim, action, suit, proceeding or investigation from Buyer or the Company within ten (10) Business Days of receipt by Buyer from the Indemnified Individual of a request therefor, (y) neither Buyer nor the Company shall settle, compromise or consent to the entry of any judgment in any proceeding or threatened action, suit, proceeding, investigation or claim (and in which indemnification could be sought by such Indemnified Party Individual hereunder), each unless such settlement, compromise or consent includes an unconditional release of such Indemnified Party Individual from all liability arising out of such action, suit, proceeding, investigation or claim or such Indemnified Individual otherwise consents and (z) the Buyer and Company shall be entitled to advancement of expenses incurred cooperate in the defense of any such proceeding or threatened Action from Parent or the Surviving Corporation matter. (within 10 days of receipt by Parent or the Surviving Corporation from an Indemnified Party of a request thereforb) to the fullest extent and in the manner permitted by the DGCL and the The certificate of incorporation and bylaws (or equivalent governing documents) of each of the Company and its Subsidiaries shall contain provisions no less favorable with respect to indemnification, advancement of expenses and exculpation of former or present directors, managers and officers than are set forth in the organizational documents of the Company (or equivalent governing documents) as at of the date hereof; provided, which provisions shall not be amended, repealed or otherwise modified for a period of six years from the Closing Date in any manner that would adversely affect the rights thereunder of any Person to whom expenses are advanced provides an undertaking to repay such advances if it is ultimately determined that such Person is not entitled to indemnificationindividual. (bc) Without limitation to clause (a), Parent shall, and Buyer shall cause the Surviving Corporation to, Company to the fullest extent permitted by applicable Law, include and cause to be maintained in effect in the Surviving Corporation’s (or any successor’s) organizational documents purchase a “tail” insurance policy for a period of six years after the Effective TimeClosing Date, provisions regarding elimination with reputable and financially sound carriers of liability at least the same coverage and amounts and containing terms and conditions that are no less advantageous than the current policies of directors’ and officers’ liability insurance maintained by the Company and its Subsidiaries with respect to claims arising from or related to facts or events that occurred at or before the Closing; provided, and indemnification however, that in no event shall Buyer be required to expend, for the entire tail policy, in excess of and advancement of expenses to directors and officers 200% of the Company, no less favorable than those contained annual premium currently paid by the Company and its Subsidiaries for their current policy of directors’ and officers’ liability insurance. Buyer agrees to take all necessary actions to maintain such policies in full force and effect and fulfill its obligations thereunder throughout such six-year period following the Company’s organizational documents as of the date hereofClosing Date. (cd) Notwithstanding anything herein to the contrary, if any claim, action, suit, proceeding or investigation (whether arising before, at or after the Closing) is made against any Indemnified Individual on or prior to the sixth anniversary of the Closing Date, the provisions of this Section 4.16 shall continue in effect until the final disposition of such claim, action, suit, proceeding or investigation. (e) This covenant is intended to be for the benefit of, and shall be enforceable by, each of the Indemnified Individuals and their respective heirs and legal representatives. The indemnification provided for herein shall not be deemed exclusive of any other rights to which an Indemnified Individual is entitled, whether pursuant to law, contract or otherwise. (f) In the event that either Parent the Buyer or the Surviving Corporation Company or any of its their respective successors or assigns (i) consolidates with or merges into any other Person person and is shall not be the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers or conveys all or substantially all a majority of its properties, rights properties and other assets to any Personperson, then, and in each such case, Parent shall, and shall cause the Surviving Corporation to, cause proper provision to shall be made so that such successor the successors and assigns of the Buyer or assign Company, as the case may be, shall expressly assume succeed to the obligations set forth in this Section 5.074.16. (d) Prior to the Effective Time, the Company shall and, if the Company is unable to, Parent shall cause the Surviving Corporation as of the Effective Time to, obtain and fully pay the premium for “tail” insurance policies for the extension of directors’ and officers’ liability insurance, fiduciary liability insurance and employee practices liability insurance (to the extent applicable to directors of the Company as of the date of this Agreement) (collectively, “D&O Insurance”), in each case for a claims reporting or discovery period of six years after the Effective Time (the “Tail Period”) with respect to any claim related to matters existing or occurring at or prior to the Effective Time from the Company’s D&O Insurance carrier as of the date of this Agreement or one or more insurance carriers with the same or better credit rating as such carrier with terms, conditions, retentions and limits of liability that are at least as favorable to the insureds as the Company’s existing policies; provided, however, that in no event shall the premium amount for such policies exceed 300% of the last aggregate annual premium paid by the Company prior to the date hereof. If the Company for any reason fails to obtain or Parent for any reason fails to cause to be obtained such “tail” insurance policies as of the Effective Time, the Surviving Corporation shall, and Parent shall cause the Surviving Corporation to, maintain in effect the current D&O Insurance for the Tail Period, with at least the same coverage and amounts containing terms and conditions that are not less advantageous in the aggregate than such policy with respect to matters arising on or before the Effective Time; provided, however, that after the Effective Time, Parent shall not be required to pay with respect to D&O Insurance in respect of any one policy year annual premiums in excess of 300% of the last annual premium paid by the Company prior to the date hereof in respect of the D&O Insurance coverage required to be obtained pursuant hereto, but in such case shall purchase D&O Insurance with the best overall terms, conditions, retentions and levels of coverage reasonably available for such amount. (e) Notwithstanding anything herein to the contrary, if any proceeding or threatened action, suit, proceeding, investigation or claim (whether arising before, at or after the Effective Time) is instituted against any Indemnified Party on or prior to the sixth anniversary of the Effective Time, the provisions of this Section 5.07 shall continue in effect until the final disposition of such proceeding or threatened action, suit, proceeding, investigation or claim. (f) The provisions of this Section 5.07 are (i) intended to be for the benefit of, and will be enforceable from and after the Effective Time by, each Indemnified Party, his or her heirs and his or her Representatives and (ii) in addition to, and not in substitution for, any other rights to indemnification or contribution that any such Person may have by Contract or otherwise.

Indemnification, Exculpation and Insurance. (a) From and after the Effective Time, Parent shallshall cause, and shall cause the Surviving Corporation toand its respective Subsidiaries shall, indemnify, defend and hold harmless, all past to the fullest extent authorized or permitted under the NRS and present directorsother Applicable Law, officers and employees any individual 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 and or any of its Subsidiaries, or any director or officer of the Company or its Subsidiaries who is or was serving at the request of Company or any of its Subsidiaries as a director, officer, manager, employee, fiduciary, agent, or trustee (collectivelyor equivalent position) of another Person, the “Indemnified Parties”) against any all losses, claims, damages, costs, reasonable expenses (including attorneys’ fees and expenses and disbursements), fines, liabilities, judgments, fines, losses, claims damages and amounts that are paid in settlement in any threatened (in writing) or liabilities incurred in connection with any actual claim, action, suit, proceeding or investigation, whether civil, criminal, or administrative or investigative(each, arising out a “Claim”), by reason of or pertaining to (i) the fact that the Indemnified Party he or she is or was a director, officer, employee director or fiduciary officer of the Company or any of its Subsidiaries Subsidiaries, or is or was serving served at the request of, or to represent the interest of, of the Company or any of its Subsidiaries as a director, officer, partnermanager, member, trusteeemployee, fiduciary, employee agent, or agent trustee of any other corporationanother Person, partnership, joint venture, limited liability company, trust, employee benefit plan or other enterprise, including any charitable or not-for profit public service organization or trade association or (ii) matters existing or occurring at or prior to the Effective Time (Time, including with respect matters relating to acts or omissions occurring in connection with this Agreement and the consummation of the transactions contemplated herebyby this Agreement (collectively “Indemnity Proceedings”), in each case, whether asserted or claimed prior to, at at, or after the Effective Time, in each case to . To the fullest extent permitted under the NRS and other Applicable Law, Parent shall cause Surviving Corporation to, and Surviving Corporation shall, promptly advance all out−of−pocket reasonable expenses of each indemnified party in connection with any Indemnity Proceeding as such expenses (including attorneys’ fees and disbursements) are incurred upon receipt from such indemnified party of a request therefor (accompanied by applicable Law as it presently exists invoices and other relevant documentation). No indemnified party shall incur any obligation or enter into any settlement for which they may hereafter be amended (but, in seek indemnification without first obtaining the case written consent of any such amendment, only to the extent such amendment permits Parent or the Surviving Corporation Corporation, such written consent not to provide broader indemnification rights or rights of advancement of expenses than such Law permitted Parent or the Surviving Corporation to provide prior to such amendment)be unreasonably withheld. In the event of any proceeding or threatened action, suit, proceeding, investigation or claim Indemnity Proceeding is brought against any indemnified party (and in which indemnification could be sought by such Indemnified Party indemnified party hereunder), each Indemnified Party shall be entitled to advancement of expenses incurred in the defense of any such proceeding or threatened Action from Parent or the Surviving Corporation (within 10 days and its respective Subsidiaries shall cooperate and use commercially reasonable efforts to defend the indemnified party and respond thereto. Parent agrees that all rights to indemnification, advancement of receipt by Parent expenses, and exculpation from liabilities for acts or the Surviving Corporation from an Indemnified Party of a request therefor) omissions occurring at or prior to the fullest extent Effective Time now existing in favor of the current or former directors or officers of the Company and its Subsidiaries as provided in the manner permitted by the DGCL and the certificate their respective articles of incorporation or bylaws (or comparable organizational documents) and bylaws any indemnification or other agreements of the Company as in effect on the date of this Agreement and set forth in Section 5.06 of the Company Disclosure Schedule (the “Scheduled Indemnity Agreements”), shall be assumed by the Surviving Corporation in the Merger, without further action, at the Effective Time, and shall survive the Merger and shall continue in full force and effect in accordance with their terms, and Parent shall cause the Surviving Corporation to comply with and honor the foregoing obligations. For the avoidance of doubt, Parent will not be obligated to cause and the Surviving Corporation need not comply with and honor any indemnification obligation not provided for in this Agreement and the Scheduled Indemnity Agreements or not allowed under the NRS and other Applicable Law. (a) Without limiting the foregoing, the Surviving Corporation and its Subsidiaries (and their successors) shall maintain for a period of not less than six (6) years from and after the Effective Time any provisions in the Articles of Incorporation, bylaws and other organizational documents of the Company and its Subsidiaries as in effect as of the date hereof; providedof this Agreement concerning the indemnification and exculpation (including provisions relating to expense advancement) of the Company’s and its Subsidiaries’ current or former directors or officers (or shall maintain provisions that are no less favorable to those persons than the provisions of the Articles of Incorporation, that bylaws and other organizational documents of the Company and its Subsidiaries in effect as of the date of this Agreement), and such provisions shall not be amended, repealed or otherwise modified in any Person manner adverse to whom expenses are advanced provides an undertaking such indemnified parties, except as required by Applicable Law or except to repay make such advances if it is ultimately determined that such Person is not entitled provisions more favorable to indemnificationthose persons. (b) Without limitation to clause (a), Parent shall, and shall cause the Surviving Corporation to, to the fullest extent permitted by applicable Law, include and cause to be maintained in effect in the Surviving Corporation’s (or any successor’s) organizational documents for a period of six years after the Effective Time, provisions regarding elimination of liability of directors, and indemnification of and advancement of expenses to directors and officers of the Company, no less favorable than those contained in the Company’s organizational documents as of the date hereof. (c) In the event that either Parent or If the Surviving Corporation or any of its successors or assigns (i) consolidates with or merges into any other Person corporation or entity and is not the continuing or surviving corporation or entity of such the consolidation or merger or (ii) transfers or conveys all or substantially all of its properties, rights properties and other assets to any Personindividual, corporation or other entity, then, and in each such case, Parent shall, and shall cause the Surviving Corporation to, cause proper provision to shall be made so that such successor or assign shall expressly the successors and assigns of the Surviving Corporation assume all of the obligations set forth in this Section 5.075.06. (dc) Prior to the Effective Time, the Company (at Parent’s expense) shall and, if the Company is unable to, Parent shall cause the Surviving Corporation as of the Effective Time to, obtain and fully pay the premium for purchase a six (6) year “tail” insurance policies for the extension of directors’ and officers’ liability insurance, fiduciary liability insurance and employee practices liability insurance (to the extent applicable to directors of the Company as of the date of this Agreement) (collectively, “D&O Insurance”), in each case policy effective for claims asserted for a claims reporting or discovery six (6) year period of six years after the Effective Time (covering each Person currently covered by the “Tail Period”) with respect to any claim related to matters existing Company’s directors’ and officers’ liability insurance policy for acts or omissions occurring at or prior to the Effective Time from on terms that are no less favorable than those of such policy of the Company’s D&O Insurance carrier as of Company in effect on the date of this Agreement or one or more insurance and with carriers with the same or better credit having a rating as such carrier with terms, conditions, retentions and limits of liability that are at least as favorable comparable to the insureds as the Company’s existing policies; providedcurrent carrier, howeverwhich insurance shall, that prior to the Closing, be in no event shall the premium amount effect and prepaid for such policies exceed 300% entire six-year (6) period; provided that the Company shall not pay aggregate premiums (with respect to the entire six-year (6) period) for such policy in excess of two hundred fifty percent (250%) of the last aggregate current annual premium paid by the Company prior to for its existing coverage (the date hereof“Maximum Premium”). If the Company for any reason fails to obtain or Parent for any reason fails to cause to such insurance coverage cannot be obtained such “tail” insurance policies as of the Effective Timeat all, the Surviving Corporation shall, and Parent shall cause the Surviving Corporation to, maintain in effect the current D&O Insurance for the Tail Period, with or can only be obtained at least the same coverage and amounts containing terms and conditions that are not less advantageous in the an aggregate than such policy with respect to matters arising on or before the Effective Time; provided, however, that after the Effective Time, Parent shall not be required to pay with respect to D&O Insurance in respect of any one policy year annual premiums premium in excess of 300% of the last annual premium paid by Maximum Premium, the Company prior will acquire the most advantageous policy obtainable for an aggregate premium equal to the date hereof in respect of the D&O Insurance coverage required to be obtained pursuant hereto, but in such case shall purchase D&O Insurance with the best overall terms, conditions, retentions and levels of coverage reasonably available for such amountMaximum Premium. (ed) Notwithstanding anything herein to the contrary, if any proceeding or threatened action, suit, proceeding, investigation or claim (whether arising before, at or after the Effective Time) is instituted against any Indemnified Party on or prior to the sixth anniversary The rights of the Effective TimeCompany and its Subsidiaries, and each indemnified party hereunder, shall be in addition to, and not in limitation of, any other rights such party may have under the Articles of Incorporation, bylaws, or any other organizational documents of the Company or any of its Subsidiaries, any Scheduled Indemnity Agreement, the provisions of this Section 5.07 shall continue in effect until the final disposition of such proceeding NRS, or threatened action, suit, proceeding, investigation or claim. (f) any Law. The provisions of this Section 5.07 are 5.06 (i) shall survive the consummation of the Merger and shall not be terminated or modified in such a manner as to adversely affect any indemnified party without the consent of such indemnified party, and (ii) are expressly intended to be for the benefit of, and will shall be enforceable from and after the Effective Time by, each Indemnified Partyof the indemnified parties, his or her heirs and his or her Representatives and (ii) in addition to, and not in substitution for, any other rights to indemnification or contribution that any such Person may have by Contract or otherwisepersonal representatives.

Indemnification, Exculpation and Insurance. (a) From Without limiting any additional rights that any director, officer, trustee, employee or consultant may have under any employment or indemnification agreement or under the Company Articles or Company Bylaws, this Agreement or, if applicable, similar organizational documents or agreements of any of the Company’s Subsidiaries, from and after the Effective Time, Parent shall, and shall cause the Surviving Corporation to, indemnify, defend shall (i) indemnify and hold harmlessharmless each Person who was, all past and present directors, officers and employees is at the date of this Agreement or becomes during the period from the date of this Agreement through the Closing Date (A) a director or officer of the Company and or any of its Subsidiaries, (B) a director, officer or trustee of another entity (but only to the extent that such Person is or was serving in such capacity at the request of the Company) or (C) an employee or consultant of the Company or any of its Subsidiaries (collectively, the “Indemnified Parties”) against ), in each case, to the fullest extent authorized or permitted by applicable Law without regard to whether indemnification may be available to such Indemnified Party from another Person, as now or hereafter in effect, with respect to any costsclaims, expenses (losses, liabilities, damages, judgments, fines, penalties, fees, costs and expenses, including attorneys’ fees and expenses disbursements, and disbursementsamounts paid in settlement (including all interest, assessments and other charges paid or payable in connection with or in respect thereof), judgments, fines, losses, claims damages or liabilities incurred in connection with any claim, action, suit, inquiry, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of or pertaining to (i) the fact that the which such Indemnified Party is or was made a director, officer, employee party to or fiduciary is threatened to be made a party to or is otherwise involved by reason of the Company or any of its Subsidiaries or fact that such Indemnified Party is or was serving at in one of the request of, or to represent the interest of, the Company or any of its Subsidiaries as a director, officer, partner, member, trustee, fiduciary, employee or agent of any other corporation, partnership, joint venture, limited liability company, trust, employee benefit plan or other enterprise, including any charitable or not-for profit public service organization or trade association or capacities set forth in (A)-(C) above and (ii) matters existing or occurring at or prior to the Effective Time (including with respect to acts or omissions occurring in connection with this Agreement and the consummation promptly pay on behalf of or, within 10 Business Days after any request for advancement, advance to, each of the transactions contemplated hereby)Indemnified Parties, whether asserted or claimed prior to, at or after the Effective Time, in each case to the fullest extent authorized or permitted by applicable Law Law, as it presently exists now or may hereafter be amended (butin effect, any expenses incurred in defending, serving as a witness with respect to or otherwise participating in any such matter in advance of the case final disposition of such matter, including payment on behalf of or advancement to the Indemnified Party of any such amendment, only to the extent such amendment permits Parent or the Surviving Corporation to provide broader indemnification rights or rights of advancement of expenses than such Law permitted Parent or the Surviving Corporation to provide prior to such amendment). In the event of any proceeding or threatened action, suit, proceeding, investigation or claim (and in which indemnification could be sought incurred by such Indemnified Party hereunder)in connection with enforcing any rights with respect to such indemnification or advancement, in each Indemnified Party shall be entitled to advancement of expenses incurred in case, without the defense requirement of any such proceeding bond or threatened Action from Parent or other security, provided that the Surviving Corporation (within 10 days of receipt by Parent or the Surviving Corporation from an Indemnified Party of a request therefor) to the fullest extent and in the manner permitted by the DGCL and the certificate of incorporation and bylaws of the Company as at the date hereof; provided, that any Person individual to whom expenses are advanced provides an undertaking to repay such advances if it shall be determined that such person is ultimately determined not entitled to be indemnified pursuant to this Section 6.06(a). The indemnification and advancement obligations of Parent and the Surviving Corporation pursuant to this Section 6.06 shall extend to acts or omissions occurring at or before the Effective Time and any claim, action, suit, proceeding or investigation relating thereto (including with respect to any acts or omissions occurring in connection with the approval and adoption of this Agreement and the consummation of the transactions contemplated hereby, including the consideration, approval and adoption thereof and the process undertaken in connection therewith and any claim relating thereto), and all rights to indemnification and advancement conferred hereunder shall continue as to a Person who continues to be or who has ceased to be (1) a director or officer of the Company or any of its Subsidiaries, (2) a director, officer or trustee of another entity (but only to the extent that such Person is or was serving in such capacity at the request of the Company or any of its Subsidiaries) or (3) an employee or consultant of the Company or any of its Subsidiaries after the date of this Agreement. Neither Parent nor the Surviving Corporation shall settle, compromise or consent to the entry of any judgment in any claim, action, suit, proceeding or investigation in respect of which indemnification has been or could be sought by such Indemnified Party hereunder, unless such settlement, compromise or judgment includes an unconditional release of such Indemnified Party from all liability arising out of such claim and does not entitled to indemnificationinclude an admission of fault or wrongdoing by any Indemnified Party, or such Indemnified Party otherwise consents thereto. (b) Without Parent shall cause the articles of incorporation and bylaws of the Surviving Corporation and its Subsidiaries to contain provisions with respect to indemnification, advancement of expenses and limitation of director, officer and employee liability that are no less favorable to clause the Indemnified Parties than those set forth in the Company Articles and Company Bylaws and the organizational documents of the Company’s Subsidiaries as of the date of this Agreement, which provisions thereafter shall not be amended, repealed or otherwise modified in any manner that would adversely affect the rights thereunder of any Indemnified Parties. (ac) The Company shall use its commercially reasonable efforts to obtain, prior to the Effective Time, a single payment, run-off policy or policies of directors’ and officers’, employed lawyers’ and fiduciary liability insurance covering the Persons currently covered by the Company’s existing directors’ and officers’, employed lawyers’ and/or fiduciary liability insurance policies for claims arising in respect of actual or alleged errors, misstatements, acts, omissions or any matter claimed against any such Person occurring prior to the Effective Time, including in connection with the approval of the Merger, this Agreement and the transactions contemplated by this Agreement, in amount and scope no less favorable, in the aggregate, than the Company’s existing policies, from an insurance carrier with the same or better credit rating as the Company’s current insurance carrier with respect to such insurance, such policy or policies to become effective at the Effective Time and remain in effect for a period of six years following the Effective Time (such policy or policies collectively referred to as the “Tail Policy”); provided, however, that the premium for such Tail Policy shall not exceed 300% of the aggregate annual amounts currently paid by the Company to maintain its existing directors’ and officers’, employed lawyers’ and fiduciary liability insurance policies. If the Company is unable to obtain such Tail Policy in accordance with the foregoing, Parent shallshall obtain, or cause the Surviving Corporation to obtain, such run-off policy or policies from an insurance carrier with the same or better credit rating as the Company’s current insurance carrier with respect to such insurance (such policy or policies, collectively, a “Parent Substitute Policy”); provided, further, however, that the premium for such Parent Substitute Policy shall not exceed 300% of the aggregate annual amounts currently paid by the Company to maintain its existing directors’ and officers’, employed lawyers’ and fiduciary liability insurance policies provided, further, that, if such Tail Policy or Parent Substitute Policy cannot be obtained or can be obtained only by paying aggregate premiums in excess of 300% of such amount, Parent or the Surviving Corporation, as the case may be shall only be required to obtain as much coverage as can be obtained by paying a premium equal to 300% of such amount. Following the Effective Date, Parent shall cause such Tail Policy or Parent Substitute Policy to be maintained in full force and effect, for its or their full term, and cause all obligations thereunder to be honored by the Surviving Corporation. (d) From and after the Effective Time, Parent shall assume, be jointly and severally liable for, and honor, guarantee and stand surety for, and shall cause the Surviving Corporation toand its Subsidiaries to honor, to the fullest extent permitted by applicable Lawin accordance with their respective terms, include and cause to be maintained in effect in the Surviving Corporation’s (or any successor’s) organizational documents for a period of six years after the Effective Time, provisions regarding elimination of liability of directors, and indemnification of and advancement of expenses to directors and officers each of the Company, no less favorable than those covenants contained in the Company’s organizational documents as of the date hereof. (c) In the event that either Parent or this Section 6.06. If Parent, the Surviving Corporation or any of its or their successors or assigns (i) consolidates with or merges into any other Person and is not the continuing or surviving corporation or other entity of such consolidation or merger or (ii) transfers or conveys all or substantially all of its properties, rights properties and other assets to any Person, then, and in each such case, Parent shall, and proper provisions shall cause the Surviving Corporation to, cause proper provision to be made so that such successor the successors and assigns of Parent or assign the Surviving Corporation, as the case may be, shall expressly assume all of the obligations set forth in this Section 5.07. (d) Prior to the Effective Time, the Company shall and, if the Company is unable to, Parent shall cause the Surviving Corporation as of the Effective Time to, obtain and fully pay the premium for “tail” insurance policies for the extension of directors’ and officers’ liability insurance, fiduciary liability insurance and employee practices liability insurance (to the extent applicable to directors of the Company as of the date of this Agreement) (collectively, “D&O Insurance”), in each case for a claims reporting or discovery period of six years after the Effective Time (the “Tail Period”) with respect to any claim related to matters existing or occurring at or prior to the Effective Time from the Company’s D&O Insurance carrier as of the date of this Agreement or one or more insurance carriers with the same or better credit rating as such carrier with terms, conditions, retentions and limits of liability that are at least as favorable to the insureds as the Company’s existing policies; provided, however, that in no event shall the premium amount for such policies exceed 300% of the last aggregate annual premium paid by the Company prior to the date hereof. If the Company for any reason fails to obtain or Parent for any reason fails to cause to be obtained such “tail” insurance policies as of the Effective Time, the Surviving Corporation shall, and Parent shall cause the Surviving Corporation to, maintain in effect the current D&O Insurance for the Tail Period, with at least the same coverage and amounts containing terms and conditions that are not less advantageous in the aggregate than such policy with respect to matters arising on or before the Effective Time; provided, however, that after the Effective Time, Parent shall not be required to pay with respect to D&O Insurance in respect of any one policy year annual premiums in excess of 300% of the last annual premium paid by the Company prior to the date hereof in respect of the D&O Insurance coverage required to be obtained pursuant hereto, but in such case shall purchase D&O Insurance with the best overall terms, conditions, retentions and levels of coverage reasonably available for such amount6.06. (e) Notwithstanding anything herein to the contrary, if any proceeding or threatened action, suit, proceeding, investigation or claim (whether arising before, at or after the Effective Time) is instituted against any Indemnified Party on or prior to the sixth anniversary of the Effective Time, the provisions of this Section 5.07 shall continue in effect until the final disposition of such proceeding or threatened action, suit, proceeding, investigation or claim. (f) The provisions of this Section 5.07 6.06 are (i) intended to be for the benefit of, and will shall be enforceable from and after the Effective Time by, each of the Indemnified PartyParties, his or her heirs their heirs, executors and his or her Representatives their legal and (ii) in addition topersonal representatives. Notwithstanding any other provision of this Agreement to the contrary, this Section 6.06 shall survive the consummation of the Merger indefinitely and shall be binding, jointly and severally, on all successors and assigns of Parent, the Surviving Corporation and their respective Subsidiaries, and shall not be amended in substitution fora manner adverse to any Indemnified Party (or their heirs, executors and their legal and personal representatives) without the prior written consent of each such Person. The Surviving Corporation and Parent shall be jointly and severally be obligated to pay all reasonable expenses, including attorneys’ fees, that may be incurred by any Indemnified Party in enforcing the indemnity and other rights to indemnification or contribution that any such Person may have by Contract or otherwiseobligations provided in this Section 6.06.

Indemnification, Exculpation and Insurance. (a) From the Effective Time through the sixth anniversary of the date on which the Effective Time occurs, each of Parent and after the Company shall indemnify and hold harmless each person who is now, or has been at any time prior to the date hereof, or who becomes prior to the Effective Time, Parent shalla director or officer of Parent, and shall cause the Surviving Corporation to, indemnify, defend and hold harmless, all past and present directors, officers and employees of the Company and its Subsidiaries or Further Challenger, respectively (collectively, the “D&O Indemnified Parties”) ), against any costsall claims, expenses (losses, liabilities, damages, judgments, fines and reasonable fees, costs and expenses, including attorneys’ fees and expenses and disbursements), judgments, fines, losses, claims damages or liabilities incurred in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of or pertaining to (i) the fact that the D&O Indemnified Party is or was a director, officer, employee director or fiduciary officer of Parent or the Company or any of its Subsidiaries or is or was serving at the request of, or to represent the interest of, the Company or any of its Subsidiaries as a director, officer, partner, member, trustee, fiduciary, employee or agent of any other corporation, partnership, joint venture, limited liability company, trust, employee benefit plan or other enterprise, including any charitable or not-for profit public service organization or trade association or (ii) matters existing or occurring at or prior to the Effective Time (including with respect to acts or omissions occurring in connection with this Agreement and the consummation of the transactions contemplated hereby)Company, whether asserted or claimed prior to, at or after the Effective Time, in each case case, to the fullest extent permitted by applicable Law as it presently exists or may hereafter be amended (but, in under the case of any such amendment, only to the extent such amendment permits Parent or the Surviving Corporation to provide broader indemnification rights or rights of advancement of expenses than such Law permitted Parent or the Surviving Corporation to provide prior to such amendment)DGCL. In the event of any proceeding or threatened action, suit, proceeding, investigation or claim (and in which indemnification could be sought by such Each D&O Indemnified Party hereunder), each Indemnified Party shall will be entitled to advancement of expenses incurred in the defense of any such claim, action, suit, proceeding or threatened Action investigation from each of Parent or the Surviving Corporation (within 10 days of Company, as the case may be, jointly and severally, upon receipt by Parent or the Surviving Corporation Company, as the case may be, from an the D&O Indemnified Party of a request therefor) to the fullest extent and in the manner permitted by the DGCL and the certificate of incorporation and bylaws of the Company as at the date hereof; provided, provided that any Person such person to whom expenses are advanced provides an undertaking to Parent or the Company, to the extent then required by the DGCL, to repay such advances if it is ultimately determined that such Person person is not entitled to indemnification. (b) Without limitation The provisions of the certificate of incorporation and bylaws of Parent with respect to clause (a)indemnification, advancement of expenses and exculpation of present and former directors and officers of Parent shallthat are presently set forth in the certificate of incorporation and bylaws of Parent shall not be amended, and shall cause modified or repealed for a period of six years from the Surviving Corporation toEffective Time in a manner that would adversely affect the rights thereunder of individuals who, at or prior to the fullest Effective Time, were officers or directors of Parent, unless such modification is required by applicable Law. To the extent permitted by applicable Law, include the memorandum and articles of association of the Company shall contain, and Parent shall cause the memorandum and articles of association of the Company to be maintained in effect in the Surviving Corporation’s (or any successor’s) organizational documents for a period of six years after the Effective Timeso contain, provisions regarding elimination of liability of directorsno less favorable with respect to indemnification, and indemnification of and advancement of expenses to and exculpation of present and former directors and officers of the Company, no less favorable than as those contained presently set forth in the Company’s organizational documents as certificate of the date hereofincorporation and bylaws of Parent. (c) From and after the Effective Time through the sixth anniversary of the date on which the Effective Time occurs, (i) the Company shall fulfill and honor in all respects the obligations of the Company to its D&O Indemnified Parties as of immediately prior to the Closing pursuant to any indemnification provisions under its respective memorandum and articles of association and pursuant to any indemnification agreements between the Company and such D&O Indemnified Parties, with respect to claims arising out of matters occurring at or prior to the Effective Time and (ii) Parent shall fulfill and honor in all respects the obligations of Parent to its D&O Indemnified Parties as of immediately prior to the Closing pursuant to any indemnification provisions under Parent’s certificate of incorporation and bylaws and pursuant to any indemnification agreements between Parent and such D&O Indemnified Parties, with respect to claims arising out of matters occurring at or prior to the Effective Time. (d) From and after the Effective Time through the sixth anniversary of the date on which the Effective Time occurs, Parent shall maintain the directors’ and officers’ liability insurance tail policies, which tail policies shall be purchased by the Parent prior to the Closing in favor of each director or officer of Parent, with an effective date as of the Closing Date, and the cost of such tail policies shall be an expense borne by the Parent prior to the Closing under this Agreement. (e) In the event that either Parent or the Surviving Corporation Company or any of its their respective successors or assigns (i) consolidates with or merges into any other Person and is shall not be the continuing or surviving corporation corporation, company, or entity of such consolidation or merger or (ii) transfers or conveys all or substantially all of its properties, rights properties and other assets to any Person, then, and in each such case, Parent shall, and shall cause the Surviving Corporation to, cause proper provision to shall be made so that such successor the successors and assigns of Parent or assign the Company, as the case may be, shall expressly assume succeed to the obligations set forth in this Section 5.07. (d) Prior to the Effective Time, the Company shall and, if the Company is unable to, 6.8. Parent shall cause the Surviving Corporation as Company to perform all of the Effective Time to, obtain and fully pay the premium for “tail” insurance policies for the extension of directors’ and officers’ liability insurance, fiduciary liability insurance and employee practices liability insurance (to the extent applicable to directors of the Company as of the date of this Agreement) (collectively, “D&O Insurance”), in each case for a claims reporting or discovery period of six years after the Effective Time (the “Tail Period”) with respect to any claim related to matters existing or occurring at or prior to the Effective Time from the Company’s D&O Insurance carrier as of the date of this Agreement or one or more insurance carriers with the same or better credit rating as such carrier with terms, conditions, retentions and limits of liability that are at least as favorable to the insureds as the Company’s existing policies; provided, however, that in no event shall the premium amount for such policies exceed 300% of the last aggregate annual premium paid by the Company prior to the date hereof. If the Company for any reason fails to obtain or Parent for any reason fails to cause to be obtained such “tail” insurance policies as of the Effective Time, the Surviving Corporation shall, and Parent shall cause the Surviving Corporation to, maintain in effect the current D&O Insurance for the Tail Period, with at least the same coverage and amounts containing terms and conditions that are not less advantageous in the aggregate than such policy with respect to matters arising on or before the Effective Time; provided, however, that after the Effective Time, Parent shall not be required to pay with respect to D&O Insurance in respect of any one policy year annual premiums in excess of 300% of the last annual premium paid by the Company prior to the date hereof in respect of the D&O Insurance coverage required to be obtained pursuant hereto, but in such case shall purchase D&O Insurance with the best overall terms, conditions, retentions and levels of coverage reasonably available for such amount. (e) Notwithstanding anything herein to the contrary, if any proceeding or threatened action, suit, proceeding, investigation or claim (whether arising before, at or after the Effective Time) is instituted against any Indemnified Party on or prior to the sixth anniversary of the Effective Time, the provisions of its respective obligations under this Section 5.07 shall continue in effect until the final disposition of such proceeding or threatened action, suit, proceeding, investigation or claim6.8. (f) The provisions of this Section 5.07 are (i) intended to be for the benefit of, and will be enforceable from and after the Effective Time by, each Indemnified Party, his or her heirs and his or her Representatives and (ii) in addition to, and not in substitution for, any other rights to indemnification or contribution that any such Person may have by Contract or otherwise.

Indemnification, Exculpation and Insurance. (a) All rights to indemnification and exculpation from liabilities for acts or omissions occurring at or prior to the Effective Time now existing in favor of the current or former directors and officers of the Company as provided in the Company Charter, the Company Bylaws or any indemnification agreement between such directors and officers and the Company or its Subsidiaries set forth on Section 6.04(a) of the Company Disclosure Letter (in each case, as in effect immediately prior to the execution and delivery of this Agreement) shall be assumed by the Surviving Corporation in the Merger, without further action, as of the Effective Time, and shall survive the Merger and shall continue in full force and effect in accordance with their terms. (b) The Certificate of Incorporation and the bylaws of the Surviving Corporation shall contain provisions no less favorable with respect to indemnification, advancement of expenses and exculpation of individuals who were directors or officers of the Company prior to the Effective Time than are presently set forth in the Company Charter and the Company Bylaws, 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 such individuals. (c) From and after the Effective Time, Parent shallin the event of any pending, and shall cause threatened or actual claim, action, suit, proceeding or investigation in which any Person who is now, or has been at any time prior to the Surviving Corporation todate of this Agreement, indemnifyor who becomes prior to the Effective Time, defend and hold harmless, all past and present directors, officers and employees a director or officer of the Company and Company, any of its Subsidiaries or any of their respective predecessors (collectively, the “Indemnified Parties”) is, or is threatened to be, made a party based in whole or in part on, or arising in whole or in part out of, or pertaining to the fact that he or she is or was a director or officer of the Company, any of its Subsidiaries or any of their respective predecessors, Parent and the Surviving Corporation, jointly and severally, shall indemnify and hold harmless, as and to the fullest extent permitted by applicable Law, each such Indemnified Party against any losses, claims, damages, liabilities, reasonable and documented costs, reasonable and documented expenses (including attorneys’ reasonable attorney’s fees and expenses and disbursementsin advance of the final disposition of any claim, action, suit, proceeding or investigation), judgments, finesfines and amounts paid in settlement of or in connection with any such threatened or actual claim, lossesaction, claims damages suit, proceeding or liabilities investigation. Neither Parent nor the Surviving Corporation shall settle, compromise or consent to the entry of any judgment in any threatened or actual claim, action, suit, proceeding or investigation for which indemnification has been sought by an Indemnified Party hereunder, unless such settlement, compromise or consent includes an unconditional release of such Indemnified Party from all liability arising out of such claim, action, suit, proceeding or investigation or such Indemnified Party otherwise consents in writing to such settlement, compromise or consent. Parent and the Surviving Corporation shall cooperate with an Indemnified Party in the defense of any matter for which such Indemnified Party could seek indemnification hereunder. Parent and the Surviving Corporation shall advance all reasonable and documented fees and expenses (including without limitation reasonable and documented fees and expenses of legal counsel, experts, litigation consultants, and the cost of any appeal bonds) incurred by an Indemnified Party in connection with any claim, action, suit, proceeding or investigation. The Indemnified Party shall qualify for advances, whether civilto the fullest extent permitted under applicable Law, criminal, administrative or investigative, arising out solely upon the execution and delivery to Parent of or pertaining an undertaking providing that the Indemnified Party undertakes to (i) repay the fact advance to the extent that it is ultimately determined that the Indemnified Party is or was a directornot entitled to be indemnified by the Company under the provisions of this Agreement, officer, employee or fiduciary the organizational documents of the Company Surviving Corporation or applicable Law. Parent’s and the Surviving Corporation’s obligations under this Section 6.04(c) 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, action, suit, proceeding or investigation asserted or made prior to the Effective Time or within such period shall continue until the final disposition of such claim, action, suit or proceeding. (d) Any Indemnified Party wishing to claim indemnification under Section 6.04(c), upon learning of any such claim, action, suit, proceeding or investigation, shall promptly notify Parent thereof, but the failure to so notify shall not relieve Parent or the Surviving Corporation of any liability it may have to such Indemnified Party except to the extent such failure prejudices the indemnifying party. In the event of any such claim, action, suit, proceeding or investigation (whether arising before or after the Effective Time), (i) Parent or the Surviving Corporation shall have the right to assume the defense thereof and Parent and the Surviving Corporation shall not be liable to such Indemnified Parties for any legal expenses of counsel or any other expenses subsequently incurred by such Indemnified Parties in connection with the defense thereof, except that if Parent or the Surviving Corporation elects not to assume such defense or counsel for the Indemnified Parties advises that there are issues which raise conflicts of its Subsidiaries interest between Parent or is the Surviving Corporation and the Indemnified Parties, the Indemnified Parties may retain counsel satisfactory to them, and Parent or was serving at the request ofSurviving Corporation shall pay all reasonable and documented fees and expenses of such counsel for the Indemnified Parties promptly as statements therefor are received; provided, or however, that Parent and the Surviving Corporation shall be obligated pursuant to this Section 6.04(d) to pay for only one firm of counsel for all Indemnified Parties in any jurisdiction, provided further, however, if such counsel chosen to represent the Indemnified Parties has advised the Indemnified Parties that such counsel has a conflict of interest ofwere it to represent all such Indemnified Parties, then the Surviving Corporation shall be obligated to pay for more than one such counsel in a maximum number sufficient to avoid any such conflicts of interest amongst the Indemnified Parties; (ii) the Indemnified Parties shall cooperate in the defense of any such matter; and (iii) Parent and the Surviving Corporation shall not be liable for any settlement or compromise effected without their prior written consent; provided, further, that Parent and the Surviving Corporation shall not have any obligation hereunder to any Indemnified Party (and the Indemnified Party shall repay any advances previously made) if and when a court of competent jurisdiction shall ultimately determine, and such determination shall have become final, that the indemnification of such Indemnified Party in the manner contemplated hereby is prohibited by applicable Law. (e) Prior to the Effective Time, the Company shall use its commercially reasonable best efforts to (and if the Company is unable to, Parent shall cause the Surviving Corporation as of the Effective Time to) obtain and fully pay for “tail” insurance policies (providing only for the Side A coverage for Indemnified Parties where the existing policies also include Side B coverage for the Company) with a claims period of at least six (6) years from and after the Effective Time from an insurance carrier with the same or any better credit rating as the Company’s current insurance carrier with respect to directors’ and officers’ liability insurance and fiduciary liability insurance (collectively, “D&O Insurance”) with benefits and levels of its Subsidiaries coverage at least as a director, officer, partner, member, trustee, fiduciary, employee or agent of any other corporation, partnership, joint venture, limited liability company, trust, employee benefit plan or other enterprise, including any charitable or not-for profit public service organization or trade association or (ii) matters favorable as the Company’s existing policies existing or occurring at or prior to the Effective Time (including with respect to acts or omissions occurring in connection with this Agreement and or the consummation of the transactions Transactions or actions contemplated hereby); provided, whether asserted or claimed however, that such “tail” insurance policies shall not require the payment of an aggregate premium in excess of three hundred percent (300%) of the aggregate annual premium most recently paid by the Company prior to, at or after to the date hereof to maintain the D&O Insurance (which amount is set forth in Section 6.04(e) of the Company Disclosure Letter). If the Company and the Surviving Corporation shall for any reason fail to obtain such “tail” insurance policies as of the Effective Time, in each case to the fullest extent permitted by applicable Law as it presently exists or may hereafter be amended (but, in the case of any such amendment, only to the extent such amendment permits Parent or the Surviving Corporation to provide broader indemnification rights or rights of advancement of expenses than such Law permitted Parent or the Surviving Corporation to provide prior to such amendment). In the event of any proceeding or threatened action, suit, proceeding, investigation or claim (and in which indemnification could be sought by such Indemnified Party hereunder), each Indemnified Party shall be entitled to advancement of expenses incurred in the defense of any such proceeding or threatened Action from Parent or the Surviving Corporation (within 10 days of receipt by Parent or the Surviving Corporation from an Indemnified Party of a request therefor) to the fullest extent and in the manner permitted by the DGCL and the certificate of incorporation and bylaws of the Company as at the date hereof; provided, that any Person to whom expenses are advanced provides an undertaking to repay such advances if it is ultimately determined that such Person is not entitled to indemnification. (b) Without limitation to clause (a), Parent shall, and Parent shall cause the Surviving Corporation to, continue to the fullest extent permitted by applicable Law, include and cause to be maintained maintain in effect in the Surviving Corporation’s (or any successor’s) organizational documents for a period of six (6) years from and after the Effective Time, provisions regarding elimination Time the D&O Insurance in place in effect immediately prior to the execution and delivery of liability this Agreement with benefits and levels of directors, and indemnification of and advancement of expenses to directors and officers of the Company, no less coverage at least as favorable than those contained in as that provided under the Company’s organizational documents existing policies in effect immediately prior to the execution and delivery of this Agreement, or the Surviving Corporation shall, and Parent shall cause the Surviving Corporation to, use reasonable best efforts to purchase comparable D&O Insurance for such six (6)-year period with benefits and levels of coverage at least as favorable as provided under the Company’s existing policies in effect immediately prior to the execution and delivery of this Agreement; provided, however, that neither Parent nor the Surviving Corporation shall be required to pay an aggregate annual premium for such D&O Insurance or comparable D&O Insurance in excess of three hundred percent (300%) of the aggregate annual premium most recently paid by the Company prior to the date hereofhereof to maintain the D&O Insurance (which amount is set forth in Section 6.04(e) of the Company Disclosure Letter). (cf) In the event that either Parent or the Surviving Corporation or any of its 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 of its properties, rights properties and other assets to any Person, then, and in each such case, Parent shall, and shall cause or the Surviving Corporation toCorporation, as applicable, shall cause proper provision to be made so that such successor or assign successors and assigns shall expressly assume (including by operation of Law) the obligations set forth in this Section 5.076.04. (d) Prior to the Effective Time, the Company shall and, if the Company is unable to, Parent shall cause the Surviving Corporation as of the Effective Time to, obtain and fully pay the premium for “tail” insurance policies for the extension of directors’ and officers’ liability insurance, fiduciary liability insurance and employee practices liability insurance (to the extent applicable to directors of the Company as of the date of this Agreement) (collectively, “D&O Insurance”), in each case for a claims reporting or discovery period of six years after the Effective Time (the “Tail Period”) with respect to any claim related to matters existing or occurring at or prior to the Effective Time from the Company’s D&O Insurance carrier as of the date of this Agreement or one or more insurance carriers with the same or better credit rating as such carrier with terms, conditions, retentions and limits of liability that are at least as favorable to the insureds as the Company’s existing policies; provided, however, that in no event shall the premium amount for such policies exceed 300% of the last aggregate annual premium paid by the Company prior to the date hereof. If the Company for any reason fails to obtain or Parent for any reason fails to cause to be obtained such “tail” insurance policies as of the Effective Time, the Surviving Corporation shall, and Parent shall cause the Surviving Corporation to, maintain in effect the current D&O Insurance for the Tail Period, with at least the same coverage and amounts containing terms and conditions that are not less advantageous in the aggregate than such policy with respect to matters arising on or before the Effective Time; provided, however, that after the Effective Time, Parent shall not be required to pay with respect to D&O Insurance in respect of any one policy year annual premiums in excess of 300% of the last annual premium paid by the Company prior to the date hereof in respect of the D&O Insurance coverage required to be obtained pursuant hereto, but in such case shall purchase D&O Insurance with the best overall terms, conditions, retentions and levels of coverage reasonably available for such amount. (e) Notwithstanding anything herein to the contrary, if any proceeding or threatened action, suit, proceeding, investigation or claim (whether arising before, at or after the Effective Time) is instituted against any Indemnified Party on or prior to the sixth anniversary of the Effective Time, the provisions of this Section 5.07 shall continue in effect until the final disposition of such proceeding or threatened action, suit, proceeding, investigation or claim. (fg) The provisions of this Section 5.07 6.04 are (i) intended to be for the benefit of, and will be enforceable from and after the Effective Time by, each Indemnified Party, Party and his or her heirs and his or her Representatives and (ii) are in addition to, and not in substitution for, any other rights to indemnification or contribution that any such Person may have from the Company or any other Person by Contract contract or otherwise.

Indemnification, Exculpation and Insurance. (a) From the First Effective Time through the sixth anniversary of the date on which the First Effective Time occurs, each of Parent and after the Surviving Company shall indemnify and hold harmless each person who is now, or has been at any time prior to the date hereof, or who becomes prior to the First Effective Time, a director or officer of Parent shallor the Company, and shall cause the Surviving Corporation to, indemnify, defend and hold harmless, all past and present directors, officers and employees of the Company and its Subsidiaries respectively (collectively, the “D&O Indemnified Parties”) ), against any costsall claims, expenses (losses, liabilities, damages, judgments, fines and reasonable fees, costs and expenses, including attorneys’ fees and expenses and disbursements), judgments, fines, losses, claims damages or liabilities incurred in connection with any claim, actionAction, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of or pertaining to (i) the fact that the D&O Indemnified Party is or was a directordirector or officer of Parent, officerits Subsidiaries, employee or fiduciary of the Company or any of its Subsidiaries or is or was serving at the request of, or to represent the interest of, the Company or any of its Subsidiaries as a director, officer, partner, member, trustee, fiduciary, employee or agent of any other corporation, partnership, joint venture, limited liability company, trust, employee benefit plan or other enterprise, including any charitable or not-for profit public service organization or trade association or (ii) matters existing or occurring at or prior to the Effective Time (including with respect to acts or omissions occurring in connection with this Agreement and the consummation of the transactions contemplated hereby)Company, whether asserted or claimed prior to, at or after the First Effective Time, in each case case, to the fullest extent permitted by under applicable Law as it presently exists or may hereafter be amended (but, in the case of any such amendment, only to the extent such amendment permits Parent or the Surviving Corporation to provide broader indemnification rights or rights of advancement of expenses than such Law permitted Parent or the Surviving Corporation to provide prior to such amendment)Law. In the event of any proceeding or threatened action, suit, proceeding, investigation or claim (and in which indemnification could be sought by such Each D&O Indemnified Party hereunder), each Indemnified Party shall will be entitled to advancement of expenses incurred in the defense of any such claim, action, suit, proceeding or threatened Action investigation from each of Parent or and the Surviving Corporation (within 10 days of Company, jointly and severally, upon receipt by Parent or the Surviving Corporation Company from an the D&O Indemnified Party of a request therefor) to the fullest extent and in the manner permitted by the DGCL and the certificate of incorporation and bylaws of the Company as at the date hereof; provided, that any Person such D&O Indemnified Party to whom expenses are advanced provides an undertaking to Parent, to the extent then required by the DGCL, to repay such advances if it is ultimately determined that such Person D&O Indemnified Party is not entitled to indemnification. (b) Without limitation The provisions of the certificate of incorporation and bylaws of Parent with respect to clause (a)indemnification, advancement of expenses and exculpation of present and former directors and officers of Parent shall, and shall cause the Surviving Corporation to, to the fullest extent permitted by applicable Law, include and cause to be maintained in effect that are presently set forth in the Surviving Corporation’s (certificate of incorporation and bylaws of Parent shall not be amended, modified or any successor’s) organizational documents repealed for a period of six years after from the First Effective Time in a manner that would adversely affect the rights thereunder of individuals who, at or prior to the First Effective Time, provisions regarding elimination were officers or directors of liability Parent, unless such modification is required by applicable Law. The certificate of directorsincorporation and bylaws of the Surviving Company shall contain, and indemnification Parent shall cause the certificate of incorporation and bylaws of the Surviving Company to so contain, provisions no less favorable with respect to indemnification, advancement of expenses to and exculpation of present and former directors and officers as those presently set forth in the certificate of incorporation and bylaws of Parent. (c) From and after the First Effective Time, (i) the Surviving Company shall fulfill and honor in all respects the obligations of the Company, no less favorable than those contained in Company to its D&O Indemnified Parties as of immediately prior to the Closing pursuant to any indemnification provisions under the Company’s organizational documents and pursuant to any indemnification agreements between the Company and such D&O Indemnified Parties, with respect to claims arising out of matters occurring at or prior to the First Effective Time and (ii) Parent shall fulfill and honor in all respects the obligations of Parent to its D&O Indemnified Parties as of immediately prior to the Closing pursuant to any indemnification provisions under Parent’s organizational documents and pursuant to any indemnification agreements between Parent and such D&O Indemnified Parties, with respect to claims arising out of matters occurring at or prior to the First Effective Time. (d) From and after the First Effective Time, Parent shall maintain directors’ and officers’ liability insurance policies, with an effective date as of the Closing Date, on commercially available terms and conditions and with coverage limits customary for U.S. public companies similarly situated to Parent. In addition, Parent shall purchase, prior to the First Effective Time, a six- year prepaid “D&O tail policy” for the non-cancellable extension of the directors’ and officers’ liability coverage of Parent’s existing directors’ and officers’ insurance policies for a claims reporting or discovery period of at least six years from and after the First Effective Time with terms, conditions, retentions and limits of liability that are no less favorable than the coverage provided under Parent’s existing policies as of the date hereofof this Agreement with respect to any actual or alleged error, misstatement, misleading statement, act, omission, neglect, breach of duty or any matter claimed against a director or officer of Parent by reason of him or her serving in such capacity that existed or occurred at or prior to the First Effective Time (including in connection with this Agreement or the Transactions or in connection with Parent’s initial public offering of shares of Parent Common Stock). (ce) From and after the First Effective Time, Parent shall pay all expenses, including reasonable attorneys’ fees, that are incurred by the persons referred to in this Section 7.5 in connection with their enforcement of the rights provided to such persons in this Section 7.5. (f) The provisions of this Section 7.5 are intended to be in addition to the rights otherwise available to the current and former officers and directors of Parent and the Company by Law, charter, statute, bylaw or agreement, and shall operate for the benefit of, and shall be enforceable by, each of the D&O Indemnified Parties, their heirs and their Representatives. (g) In the event that either Parent or the Surviving Corporation Company or any of its their respective successors or assigns (i) consolidates with or merges into any other Person and is shall not be the continuing or surviving corporation company or entity of such consolidation or merger or (ii) transfers or conveys all or substantially all of its properties, rights properties and other assets to any Person, then, and in each such case, Parent shall, and shall cause the Surviving Corporation to, cause proper provision to shall be made so that such successor the successors and assigns of Parent or assign the Surviving Company, as the case may be, shall expressly assume succeed to the obligations set forth in this Section 5.07. (d) Prior to the Effective Time, the Company shall and, if the Company is unable to, 7.5. Parent shall cause the Surviving Corporation as Company to perform all of the Effective Time to, obtain and fully pay the premium for “tail” insurance policies for the extension of directors’ and officers’ liability insurance, fiduciary liability insurance and employee practices liability insurance (to the extent applicable to directors obligations of the Surviving Company as of the date of this Agreement) (collectively, “D&O Insurance”), in each case for a claims reporting or discovery period of six years after the Effective Time (the “Tail Period”) with respect to any claim related to matters existing or occurring at or prior to the Effective Time from the Company’s D&O Insurance carrier as of the date of this Agreement or one or more insurance carriers with the same or better credit rating as such carrier with terms, conditions, retentions and limits of liability that are at least as favorable to the insureds as the Company’s existing policies; provided, however, that in no event shall the premium amount for such policies exceed 300% of the last aggregate annual premium paid by the Company prior to the date hereof. If the Company for any reason fails to obtain or Parent for any reason fails to cause to be obtained such “tail” insurance policies as of the Effective Time, the Surviving Corporation shall, and Parent shall cause the Surviving Corporation to, maintain in effect the current D&O Insurance for the Tail Period, with at least the same coverage and amounts containing terms and conditions that are not less advantageous in the aggregate than such policy with respect to matters arising on or before the Effective Time; provided, however, that after the Effective Time, Parent shall not be required to pay with respect to D&O Insurance in respect of any one policy year annual premiums in excess of 300% of the last annual premium paid by the Company prior to the date hereof in respect of the D&O Insurance coverage required to be obtained pursuant hereto, but in such case shall purchase D&O Insurance with the best overall terms, conditions, retentions and levels of coverage reasonably available for such amount. (e) Notwithstanding anything herein to the contrary, if any proceeding or threatened action, suit, proceeding, investigation or claim (whether arising before, at or after the Effective Time) is instituted against any Indemnified Party on or prior to the sixth anniversary of the Effective Time, the provisions of under this Section 5.07 shall continue in effect until the final disposition of such proceeding or threatened action, suit, proceeding, investigation or claim7.5. (f) The provisions of this Section 5.07 are (i) intended to be for the benefit of, and will be enforceable from and after the Effective Time by, each Indemnified Party, his or her heirs and his or her Representatives and (ii) in addition to, and not in substitution for, any other rights to indemnification or contribution that any such Person may have by Contract or otherwise.

Indemnification, Exculpation and Insurance. (a) From Parent and Merger Sub agree that all rights to exculpation and indemnification for acts or omissions occurring at or prior to the Effective Time, whether asserted or claimed prior to, at or after the Effective Time (including any matters arising in connection with the transactions contemplated by this Agreement), now existing in favor of the current or former directors, officers or employees, as the case may be, of the Company or any of the Company Subsidiaries (each, a “Company Indemnified Party” and together, the “Company Indemnified Parties”) as provided in the Organizational Documents of the Company and each Company Subsidiary shall survive the Merger and shall continue in full force and effect in accordance with their terms. For a period of not less than six (6) years after the Effective Time, Parent shall, and shall cause the Surviving Corporation to, indemnify, defend and hold harmless, and advance expenses to, the Company Indemnified Parties with respect to all past and present directorsacts or omissions by them in their capacities as such at any time prior to the Effective Time, officers and employees to the fullest extent provided by the Organizational Documents of the Company or the Organizational Documents for each Company Subsidiary as in effect on the date of this Agreement and its Subsidiaries applicable Law. (collectivelyb) Without limiting the provisions of Section 6.08(a), from and after the “Effective Time, Parent shall, and shall cause the Surviving Corporation to, in each case, to the fullest extent permitted by applicable Law: (i) indemnify, defend and hold harmless, to the fullest extent permitted by applicable Law, each Company Indemnified Parties”) Party from and against any costs, costs or expenses (including reasonable attorneys’ fees and expenses and disbursementsfees), judgments, fines, losses, claims damages claims, damages, penalties, liabilities and amounts paid in settlement (including, in each case, any interest or liabilities incurred assessments thereon) in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising to the extent such claim, action, suit, proceeding or investigation arises out of or pertaining pertains to (i) the fact that the any action or omission or alleged action or omission in such Company Indemnified Party is or was Party’s capacity as a director, officer, officer or employee or fiduciary of the Company or any of its the Company Subsidiaries prior to the Effective Time; and (ii) pay (including by advancement) the expenses (including reasonable attorneys’ fees) of any Company Indemnified Party incurred in connection with any such claim, action, suit, proceeding or investigation upon receipt of an undertaking by or on behalf of such Company Indemnified Party to repay such amount if it shall ultimately be determined (after exhausting all available appeals) that such Company Indemnified Party is not entitled to be indemnified, in each case, to the extent that such Persons are indemnified or was serving at have the request of, or right to represent advancement of expenses as of the interest of, date of this Agreement by the Company or any of its the Company Subsidiaries as a director, officer, partner, member, trustee, fiduciary, employee pursuant to the Organizational Documents of the Company or agent the Organizational Documents of any other corporationof the Company Subsidiaries or applicable Law. (c) For a period of six (6) years after the Closing and at all times subject to applicable Law, partnership(i) the Organizational Documents of the Surviving Corporation shall contain provisions no less favorable with respect to exculpation, joint venture, limited liability company, trust, employee benefit plan or other enterprise, including any charitable or not-indemnification of and advancement of expenses to Company Indemnified Parties for profit public service organization or trade association or (ii) matters existing or occurring periods at or prior to the Effective Time (including with respect to acts or omissions occurring than are currently set forth in connection with this Agreement the Company Charter and the consummation of the transactions contemplated hereby), whether asserted or claimed prior to, at or after the Effective Time, in each case to the fullest extent permitted by applicable Law as it presently exists or may hereafter be amended Company Bylaws and (but, in the case of any such amendment, only to the extent such amendment permits ii) Parent or the Surviving Corporation to provide broader indemnification rights or rights of advancement of expenses than such Law permitted Parent or the Surviving Corporation to provide prior to such amendment). In the event of any proceeding or threatened action, suit, proceeding, investigation or claim shall not (and in which indemnification could be sought by such Indemnified Party hereunder), each Indemnified Party shall be entitled to advancement of expenses incurred in the defense of any such proceeding not cause or threatened Action from Parent or the Surviving Corporation (within 10 days of receipt by Parent or the Surviving Corporation from an Indemnified Party of a request therefor) to the fullest extent and in the manner permitted by the DGCL and the certificate of incorporation and bylaws of the Company as at the date hereof; provided, that any Person to whom expenses are advanced provides an undertaking to repay such advances if it is ultimately determined that such Person is not entitled to indemnification. (b) Without limitation to clause (a), Parent shall, and shall cause the Surviving Corporation to, to the fullest extent permitted by applicable Law, include and cause to be maintained in effect in the Surviving Corporation’s (or any successor’s) organizational documents for a period of six years after the Effective Time, provisions regarding elimination of liability of directors, and indemnification of and advancement of expenses to directors and officers of the Company, no less favorable than those contained in the Company’s organizational documents as of the date hereof. (c) In the event that either Parent or permit the Surviving Corporation or any of its successors the Company Subsidiaries or assigns (iany of Parent’s other Subsidiaries or Affiliates to) consolidates with amend or merges into modify in any other Person way adverse to the Company Indemnified Parties, or to the beneficiaries thereof, the exculpation, indemnification and is not advancement of expense provisions set forth in the continuing or surviving corporation or entity Organizational Documents of such consolidation or merger or (ii) transfers or conveys all or substantially all of its properties, rights and other assets to any Person, then, and in each such case, Parent shall, and shall cause the Surviving Corporation to, cause proper provision or its Subsidiaries to be made so make them less favorable to the Company Indemnified Parties or the beneficiaries thereof than the provisions that such successor or assign shall expressly assume are currently provided by the obligations set forth Company and its Subsidiaries. Notwithstanding anything in this Section 5.07. (d) Prior Agreement to the Effective Timecontrary, the Company shall purchase prior to the Effective Time (and, if the Company is unable to, Parent shall cause the Surviving Corporation as of the Effective Time to, obtain and fully pay the premium for to purchase) “tail” insurance and indemnification policies for that are not less favorable than the extension of directors’ and officers’ liability insurance, fiduciary liability insurance and employee practices liability insurance (to the extent applicable to directors existing policies of the Company as of the date of this Agreement) (collectively, “D&O Insurance”), in each case for a claims reporting or discovery period of six (6) years from and after the Effective Time (such period, the “Tail Period”) with respect ” and such insurance, the “D&O Insurance). If the Company fails to any claim related obtain such “tail” insurance and indemnification policies then Parent and Surviving Corporation shall cause to matters existing or be maintained in effect, for the Tail Period, the current D&O Insurance for the Company Indemnified Parties insured under such policies that provide coverage for events occurring at or prior to the Effective Time from Time. In no event shall the Company’s aggregate cost for the D&O Insurance carrier during the Tail Period exceed the amount set forth in Section 6.08(e) of the Company Disclosure Schedule; provided, that if the aggregate of such D&O Insurance exceeds such amount, Parent or the Surviving Corporation shall obtain policies which, in its good faith determination, provide the greatest coverage available for a cost not exceeding such amount. With respect to the renewal of the D&O Insurance pending as of the date of this Agreement or one or more insurance carriers with hereof, the same or better credit rating as such carrier with terms, conditions, retentions and limits of liability that are at least as favorable to the insureds as the Company’s existing policies; provided, however, that in no event shall the premium amount for such policies exceed 300% policy terms of the last aggregate annual premium paid by the Company prior to the date hereof. If the Company for any reason fails to obtain or Parent for any reason fails to cause to be obtained such “tail” insurance policies as of the Effective Time, the Surviving Corporation shall, and Parent shall cause the Surviving Corporation to, maintain in effect the current renewed D&O Insurance for shall have coverage terms not materially more expansive than the Tail Period, with at least the same coverage and amounts containing terms and conditions that are not less advantageous in the aggregate than such policy with respect to matters arising on or before the Effective Time; provided, however, that after the Effective Time, Parent shall not be required to pay with respect to D&O Insurance in respect place as of any one policy year annual premiums in excess January 1, 2021. (d) The Company Indemnified Parties to whom this Section 6.08 applies shall be express third-party beneficiaries of 300% this Section 6.08. The provisions of the last annual premium paid by the Company prior to the date hereof in respect of the D&O Insurance coverage required this Section 6.08 are intended to be obtained pursuant heretofor the express benefit of each Company Indemnified Party and his or her successors, but in such case shall purchase D&O Insurance with the best overall terms, conditions, retentions heirs and levels of coverage reasonably available for such amountrepresentatives. (e) Notwithstanding anything herein to This Section 6.08 shall survive the contrary, if any proceeding or threatened action, suit, proceeding, investigation or claim (whether arising before, at or after the Effective Time) is instituted against any Indemnified Party on or prior to the sixth anniversary consummation of the Effective TimeMerger and shall be binding, jointly and severally, on all successors and assigns of Parent, the provisions Surviving Corporation and its Subsidiaries, and shall be enforceable by the Company Indemnified Parties and their successors, heirs or representatives. In the event that Parent, the Surviving Corporation or any of their respective successors or assigns 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 transfers or conveys all or a majority of its properties and assets to any Person, then, and in each such case, proper provision shall be made so that such other Person or the successors and assigns of Parent or the Surviving Corporation, as the case may be, shall succeed to its obligations set forth in this Section 5.07 shall continue in effect until the final disposition of such proceeding or threatened action, suit, proceeding, investigation or claim6.08. (f) The provisions of this Section 5.07 are (i) intended to be for the benefit of, and will be enforceable from and after the Effective Time by, each Indemnified Party, his or her heirs and his or her Representatives and (ii) in addition to, and not in substitution for, any other rights to indemnification or contribution that any such Person may have by Contract or otherwise.

Indemnification, Exculpation and Insurance. (a) From The certificate of incorporation and bylaws of the Surviving Corporation shall contain all of the provisions limiting or eliminating the personal liability of directors and the provisions with respect to indemnification and advancement of expenses set forth in the Company's certificate of incorporation and bylaws on the date hereof, which provisions shall not be amended, modified or otherwise repealed for a period of six (6) years from the Effective Time in any manner that would adversely affect the rights thereunder as of the Effective Time of individuals who at or prior to the Effective Time were directors, officers, employees or agents of the Company, unless such modification is required after the Effective Time, Parent shall, Time by applicable law and shall cause then only to the minimum extent required by such applicable law. (b) The Surviving Corporation to, indemnify, defend shall indemnify and hold harmlessharmless each present and former director, all past and present directors, officers and employees officer or employee of the Company and or any of its Subsidiaries subsidiaries (collectively, the “"Indemnified Parties”") against any costs, costs or expenses (including attorneys’ fees and expenses and disbursements' fees), judgments, fines, losses, claims damages or claims, damages, liabilities incurred and amounts paid in settlement in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, (x) arising out of or pertaining to the transactions contemplated by this Agreement or (y) otherwise with respect to any acts or omissions occurring at or prior to the Effective Time, to the same extent as provided in the Company certificate of incorporation or bylaws, in each case for a period of six (6) years after the Effective Time. In the event of any such claim, action, suit, proceeding or investigation (whether arising before or after the Effective Time) and subject to the specific terms of any indemnification contract, (i) any counsel retained by the fact Indemnified Parties for any period after the Effective Time shall be reasonably satisfactory to the Surviving Corporation, (ii) after the Effective Time, the Surviving Corporation shall pay the reasonable fees and expenses of such counsel, promptly after statements therefor are received; provided that the Indemnified Parties shall be required to reimburse the Surviving Corporation for such payments in the circumstances and to the extent required by the Company certificate of incorporation or bylaws, any applicable contract or agreement or applicable law; and (iii) the Surviving Corporation will cooperate in the defense of any such matter; provided, however, that the Surviving Corporation shall not be liable for any settlement effected without its written consent (which consent shall not be unreasonably withheld); and provided, further, that, in the event that any claim or claims for indemnification are asserted or made within such six (6)-year period, all rights to indemnification in respect of any such claim or claims shall continue until the disposition of any and all such claims. The Indemnified Parties as a group may retain only one law firm to represent them in each applicable jurisdiction with respect to any single action 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 Party is with respect to whom such a conflict exists (or was a director, officer, employee or fiduciary group of such Indemnified Parties who among them have no such conflict) may retain one separate law firm in each applicable jurisdiction. (c) The Surviving Corporation shall honor and fulfill in all respects the obligations of the Company pursuant to indemnification agreements and employment agreements and arrangements (the employee parties under such agreements and arrangements being referred to as the "Covered Persons") with the Company's directors and officers existing at or any of its Subsidiaries or is or was serving at before the request ofEffective Time that are listed in Schedule 6.05(c). (d) In addition, Purchaser shall provide, or cause the Surviving Corporation to represent provide, for a period of not less than six (6) years after the interest ofEffective Time, the Company or any of its Subsidiaries as a director, officer, partner, member, trustee, fiduciary, employee or agent of any other corporation, partnership, joint venture, limited liability company, trust, employee benefit plan or other enterprise, including any charitable or not-Company's current directors and officers with an insurance and indemnification policy that provides coverage for profit public service organization or trade association or (ii) matters existing or events occurring at or prior to the Effective Time (including with respect to acts or omissions occurring in connection with this Agreement and the consummation of the transactions contemplated hereby), whether asserted or claimed prior to, at or after the Effective Time, in each case to the fullest extent permitted by applicable Law as it presently exists or may hereafter be amended (but, in the case of any such amendment, only to the extent such amendment permits Parent or the Surviving Corporation to provide broader indemnification rights or rights of advancement of expenses than such Law permitted Parent or the Surviving Corporation to provide prior to such amendment). In the event of any proceeding or threatened action, suit, proceeding, investigation or claim (and in which indemnification could be sought by such Indemnified Party hereunder), each Indemnified Party shall be entitled to advancement of expenses incurred in the defense of any such proceeding or threatened Action from Parent or the Surviving Corporation (within 10 days of receipt by Parent or the Surviving Corporation from an Indemnified Party of a request therefor"D&O Insurance") to the fullest extent and in the manner permitted by the DGCL and the certificate of incorporation and bylaws of the Company as at the date hereof; provided, that any Person to whom expenses are advanced provides an undertaking to repay such advances if it is ultimately determined that such Person is not entitled to indemnification. (b) Without limitation to clause (a), Parent shall, and shall cause the Surviving Corporation to, to the fullest extent permitted by applicable Law, include and cause to be maintained in effect in the Surviving Corporation’s (or any successor’s) organizational documents for a period of six years after the Effective Time, provisions regarding elimination of liability of directors, and indemnification of and advancement of expenses to directors and officers of the Company, no less favorable than those contained in the Company’s organizational documents as of the date hereof. (c) In the event that either Parent or the Surviving Corporation or any of its successors or assigns (i) consolidates with or merges into any other Person and existing policy or, if substantially equivalent insurance coverage is not the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers or conveys all or substantially all of its properties, rights and other assets to any Person, then, and in each such case, Parent shall, and shall cause the Surviving Corporation to, cause proper provision to be made so that such successor or assign shall expressly assume the obligations set forth in this Section 5.07. (d) Prior to the Effective Timeunavailable, the Company shall and, if the Company is unable to, Parent shall cause the Surviving Corporation as of the Effective Time to, obtain and fully pay the premium for “tail” insurance policies for the extension of directors’ and officers’ liability insurance, fiduciary liability insurance and employee practices liability insurance (to the extent applicable to directors of the Company as of the date of this Agreement) (collectively, “D&O Insurance”), in each case for a claims reporting or discovery period of six years after the Effective Time (the “Tail Period”) with respect to any claim related to matters existing or occurring at or prior to the Effective Time from the Company’s D&O Insurance carrier as of the date of this Agreement or one or more insurance carriers with the same or better credit rating as such carrier with terms, conditions, retentions and limits of liability that are at least as favorable to the insureds as the Company’s existing policiesnext best available coverage; provided, however, that in no event shall the premium amount for such policies exceed 300% of the last aggregate annual premium paid by the Company prior to the date hereof. If the Company for any reason fails to obtain or Parent for any reason fails to cause to be obtained such “tail” insurance policies as of the Effective Time, Purchaser and the Surviving Corporation shall, and Parent shall cause the Surviving Corporation to, maintain in effect the current D&O Insurance for the Tail Period, with at least the same coverage and amounts containing terms and conditions that are not less advantageous in the aggregate than such policy with respect to matters arising on or before the Effective Time; provided, however, that after the Effective Time, Parent shall not be required to pay with respect to an annual premium for the D&O Insurance in respect of any one policy year annual premiums in excess of 300200% of the last annual premium currently paid by the Company prior to the date hereof in respect of the D&O Insurance coverage required to be obtained pursuant heretofor such insurance, but in such case shall purchase D&O Insurance with the best overall terms, conditions, retentions and levels of as much such coverage reasonably available as possible for such amount. (e) Notwithstanding anything herein to the contrary, if any proceeding or threatened action, suit, proceeding, investigation or claim (whether arising before, at or From and after the Effective Time) is instituted against any Indemnified Party on or prior to , Purchaser shall unconditionally guarantee the sixth anniversary timely payment of all funds owing by, and the Effective Timetimely performance of all other obligations of, the provisions of Surviving Corporation under this Section 5.07 shall continue in effect until the final disposition of such proceeding or threatened action, suit, proceeding, investigation or claim6.05. (f) The Nothing contained in this Section 6.05 is intended to limit in any manner and at any time rights that any Indemnified Party or any Covered Person may have under and in accordance with all provisions of the Company's certificate of incorporation and its bylaws in each case dealing with indemnification, or any contract or agreement in effect on the date hereof or whose execution following the date hereof is permitted by the terms of this Section 5.07 are (i) intended to be for the benefit ofAgreement, and will be enforceable from and after which rights shall survive the Effective Time byand shall be binding on the Surviving Corporation and all successors and assigns of the Surviving Corporation, each in accordance with their respective terms. (g) This Section 6.05 shall survive the consummation of the Merger at the Effective Time, is intended to benefit the Company, the Surviving Corporation, the Indemnified PartyParties and the Covered Persons, his or her heirs shall be binding on all successors and his or her Representatives assigns of the Surviving Corporation and (ii) in addition to, Purchaser and not in substitution for, any other rights to indemnification or contribution that any such Person may have shall be enforceable by Contract or otherwisethe Indemnified Parties and the Covered Persons.

Indemnification, Exculpation and Insurance. (a) From Rubicon Project agrees that all rights to indemnification and after the Effective Time, Parent shall, and shall cause the Surviving Corporation to, indemnify, defend and hold harmless, all past and present directors, officers and employees of the Company and its Subsidiaries (collectively, the “Indemnified Parties”) against any costs, expenses (including attorneys’ fees and expenses and disbursements), judgments, fines, losses, claims damages or liabilities incurred in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of or pertaining to (i) the fact that the Indemnified Party is or was a director, officer, employee or fiduciary of the Company or any of its Subsidiaries or is or was serving at the request of, or to represent the interest of, the Company or any of its Subsidiaries as a director, officer, partner, member, trustee, fiduciary, employee or agent of any other corporation, partnership, joint venture, limited liability company, trust, employee benefit plan or other enterpriseexculpation from liabilities, including any charitable advancement of expenses, for acts or not-for profit public service organization or trade association or (ii) matters existing or omissions occurring at or prior to the Effective Time now existing in favor of the current or former directors, officers or employees of Telaria (including the “D&O Indemnified Parties”) as provided in the Certificate of Incorporation of Telaria, the Bylaws of Telaria or any indemnification contract between such directors, officers or employees and Telaria (in each case, as in effect on the date of this Agreement or entered after the date of this Agreement in accordance with Section 5.1(a)) shall survive the Merger and shall continue in full force and effect, it being the intent of the parties that the D&O Indemnified Parties shall continue to be entitled to such exculpation and indemnification to the full extent of Applicable Law. For a period of six (6) years from the Effective Time, the Surviving Corporation shall, and Rubicon Project shall cause the Surviving Corporation to, maintain in effect the exculpation, indemnification and advancement of expenses equivalent to the provisions of the Certificate of Incorporation of Telaria and the Bylaws of Telaria as in effect immediately prior to the Effective Time with respect to acts or omissions occurring prior to the Effective Time and shall not amend, repeal or otherwise modify any such provisions in any manner that would adversely affect the rights thereunder of any D&O Indemnified Parties; provided that all rights to indemnification in respect of any claim made for indemnification within such period shall continue until the disposition of such action or resolution of such claim. From and after the Effective Time, Rubicon Project shall guarantee and stand surety for, and shall cause the Surviving Corporation to honor, in accordance with their respective terms, each of the covenants contained in this Section 6.4. (b) Prior to the Effective Time, Telaria shall or, if Telaria is unable to, Rubicon Project shall cause the Surviving Corporation as of or after the Effective Time to, purchase a six (6)-year prepaid “tail” policy, with terms, conditions, retentions and limits of liability that are no less favorable than the coverage provided under Telaria’s existing policies of directors’ and officers’ liability insurance and fiduciary liability insurance, with respect to matters arising on or before the Effective Time (including in connection with this Agreement and the consummation transactions or actions contemplated by this Agreement), and Rubicon Project shall cause such policy to be maintained in full force and effect, for its full term, and cause all obligations thereunder to be honored by the Surviving Corporation, and no other party shall have any further obligation to purchase or pay for insurance hereunder; provided that Telaria shall not pay, and the Surviving Corporation shall not be required to pay, in excess of 300% of the transactions contemplated hereby), whether asserted last annual premium paid by Telaria prior to the date of this Agreement in respect of such “tail” policy. If Telaria or claimed the Surviving Corporation for any reason fail to obtain such “tail” insurance policies prior to, at as of or after the Effective Time, in each case to the fullest extent permitted by applicable Law as it presently exists or may hereafter be amended (but, in the case of any such amendment, only to the extent such amendment permits Parent or the Surviving Corporation to provide broader indemnification rights or rights of advancement of expenses than such Law permitted Parent or the Surviving Corporation to provide prior to such amendment). In the event of any proceeding or threatened action, suit, proceeding, investigation or claim (and in which indemnification could be sought by such Indemnified Party hereunder), each Indemnified Party shall be entitled to advancement of expenses incurred in the defense of any such proceeding or threatened Action from Parent or the Surviving Corporation (within 10 days of receipt by Parent or the Surviving Corporation from an Indemnified Party of a request therefor) to the fullest extent and in the manner permitted by the DGCL and the certificate of incorporation and bylaws of the Company as at the date hereof; provided, that any Person to whom expenses are advanced provides an undertaking to repay such advances if it is ultimately determined that such Person is not entitled to indemnification. (b) Without limitation to clause (a), Parent Rubicon Project shall, and shall cause the Surviving Corporation to, to the fullest extent permitted by applicable Law, include and cause to be maintained in effect in the Surviving Corporation’s (or any successor’s) organizational documents for a period of six (6) years from the Effective Time, cause the Surviving Corporation to maintain in effect the current policies of directors’ and officers’ liability insurance and fiduciary liability insurance maintained by Telaria with respect to matters arising on or before the Effective Time; provided that, after the Effective Time, provisions regarding elimination Rubicon Project shall not be required to pay in any one year a premium in excess of liability of directors, and indemnification of and advancement of expenses to directors and officers 300% of the Company, no less favorable than those contained last annual premium paid by Telaria prior to the date of this Agreement in the Company’s organizational documents as respect of the date hereofcoverage required to be obtained pursuant hereto, but in such case shall purchase as much coverage as reasonably practicable for such amount. (c) The covenants contained in this Section 6.4 are intended to be for the benefit of, and shall be enforceable by, each of the D&O Indemnified Parties and their respective heirs and shall not be deemed exclusive of any other rights to which any such Person is entitled, whether pursuant to Applicable Law, contract or otherwise. The obligations set forth in this Section 6.4 may not be terminated, modified or amended in any manner that adversely affects any D&O Indemnified Party. (d) In the event that either Parent Rubicon Project or the Surviving Corporation or any of its their respective successors or assigns (i) consolidates with or merges into any other Person and is 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, rights properties and other assets to any Person, then, and in each such case, Parent shall, and shall cause the Surviving Corporation to, cause proper provision to shall be made so that such successor the successors or assign assigns of Rubicon Project or the Surviving Corporation, as the case may be, shall expressly assume the obligations set forth in this Section 5.07. (d) Prior to the Effective Time, the Company shall and, if the Company is unable to, Parent shall cause 6.4. The obligations of the Surviving Corporation as of the Effective Time to, obtain and fully pay the premium for “tail” insurance policies for the extension of directors’ and officers’ liability insurance, fiduciary liability insurance and employee practices liability insurance (Rubicon Project pursuant to the extent applicable to directors of the Company as of the date of this Agreement) (collectively, “D&O Insurance”), in each case for a claims reporting or discovery period of six years after the Effective Time (the “Tail Period”) with respect to any claim related to matters existing or occurring at or prior to the Effective Time from the Company’s D&O Insurance carrier as of the date of this Agreement or one or more insurance carriers with the same or better credit rating as such carrier with terms, conditions, retentions and limits of liability that are at least as favorable to the insureds as the Company’s existing policies; provided, however, that in no event shall the premium amount for such policies exceed 300% of the last aggregate annual premium paid by the Company prior to the date hereof. If the Company for any reason fails to obtain or Parent for any reason fails to cause to be obtained such “tail” insurance policies as of the Effective Time, the Surviving Corporation shall, and Parent shall cause the Surviving Corporation to, maintain in effect the current D&O Insurance for the Tail Period, with at least the same coverage and amounts containing terms and conditions that are not less advantageous in the aggregate than such policy with respect to matters arising on or before the Effective Time; provided, however, that after the Effective Time, Parent shall not be required to pay with respect to D&O Insurance in respect of any one policy year annual premiums in excess of 300% of the last annual premium paid by the Company prior to the date hereof in respect of the D&O Insurance coverage required to be obtained pursuant hereto, but in such case shall purchase D&O Insurance with the best overall terms, conditions, retentions and levels of coverage reasonably available for such amount. (e) Notwithstanding anything herein to the contrary, if any proceeding or threatened action, suit, proceeding, investigation or claim (whether arising before, at or after the Effective Time) is instituted against any Indemnified Party on or prior to the sixth anniversary of the Effective Time, the provisions of this Section 5.07 6.4 shall continue in effect until the final disposition of such proceeding or threatened action, suit, proceeding, investigation or claimbe joint and several. (f) The provisions of this Section 5.07 are (i) intended to be for the benefit of, and will be enforceable from and after the Effective Time by, each Indemnified Party, his or her heirs and his or her Representatives and (ii) in addition to, and not in substitution for, any other rights to indemnification or contribution that any such Person may have by Contract or otherwise.

Indemnification, Exculpation and Insurance. (a) All rights to indemnification and exculpation from liabilities for acts or omissions occurring at or prior to the Effective Time now existing in favor of the current or former directors, officers or employees of the Company as provided in the Company Certificate, the Company By-laws or any indemnification agreement between such directors, officers or employees and the Company (in each case, as in effect on the date of this Agreement) shall be assumed by the Surviving Corporation in the Merger, without further action, as of the Effective Time and shall survive the Merger and shall continue in full force and effect in accordance with their terms. (b) The certificate of incorporation and by-laws of the Surviving Corporation shall contain provisions substantially similar with respect to indemnification, advancement of expenses and exculpation of individuals who were directors, officers or employees prior to the Effective Time than are presently set forth in the Company Certificate and the Company By-laws, 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 such individuals. (c) From and after the Effective Time, Parent shallin the event of any pending, and shall cause threatened or actual claim, action, suit, proceeding or investigation in which any Person who is now, or has been at any time prior to the Surviving Corporation todate of this Agreement, indemnifyor who becomes prior to the Effective Time, defend and hold harmless, all past and present directors, officers and employees a director or officer of the Company and Company, any of its Subsidiaries or any of their respective predecessors (collectively, the “Indemnified Parties”) is, or is threatened to be, made a party based in whole or in part on, or arising in whole or in part out of, or pertaining to the fact that he or she is or was a director or officer of the Company, any of its Subsidiaries or any of their respective predecessors, the Surviving Corporation shall, and CCI and the Family Shareholders shall each vote in favor of causing the Surviving Corporation to, indemnify and hold harmless, as and to the fullest extent permitted by Law, each such Indemnified Party against any losses, claims, damages, liabilities, costs, expenses (including attorneys’ reasonable attorney’s fees and expenses and disbursements), judgments, fines, losses, claims damages or liabilities incurred in connection with advance of the final disposition of any claim, action, suit, proceeding or investigation), whether civiljudgments, criminalfines and amounts paid in settlement of or in connection with any such threatened or actual claim, administrative action, suit, proceeding or investigativeinvestigation. The Surviving Corporation shall not settle, compromise or consent to the entry of any judgment in any threatened or actual claim, action, suit, proceeding or, investigation for which indemnification could be sought by an Indemnified Party hereunder, unless such settlement, compromise or consent includes an unconditional release of such Indemnified Party from all liability arising out of such claim, action, suit, proceeding or, investigation or pertaining to (i) the fact that the such Indemnified Party is otherwise consents in writing to such settlement, compromise or was a directorconsent. The Surviving Corporation shall, officerand CCI and the Family Shareholders shall each vote in favor of causing the Surviving Corporation to, employee or fiduciary cooperate with an Indemnified Party in the defense of the Company or any matter for which such Indemnified Party could seek indemnification hereunder. Each of its Subsidiaries or is or was serving at the request of, or to represent the interest ofCCI’s, the Company or any Family Shareholders’, and the Surviving Corporation’s obligations under this Section 5.05(c) shall continue in full force and effect for a period of its Subsidiaries as a directorsix years from the Effective Time; provided, officerhowever, partner, member, trustee, fiduciary, employee or agent that all rights to indemnification in respect of any other corporationclaim, partnershipaction, joint venturesuit, limited proceeding or investigation asserted or made prior to the Effective Time or within such period shall continue until the final disposition of such claim, action, suit, proceeding or investigation. (d) For six years after the Effective Time, the Surviving Corporation shall, and CCI and the Family Shareholders shall each vote in favor of causing the Surviving Corporation to, maintain in effect the Company’s current directors’ and officers’ liability company, trust, employee benefit plan insurance in respect of acts or other enterprise, including any charitable or not-for profit public service organization or trade association or (ii) matters existing or omissions occurring at or prior to the Effective Time (Time, covering each Person currently covered by the Company’s directors’ and officers’ liability insurance policy on terms, including with respect to acts or omissions occurring in connection with this Agreement coverage and the consummation of the transactions contemplated hereby), whether asserted or claimed prior to, at or after the Effective Time, in each case to the fullest extent permitted by applicable Law as it presently exists or may hereafter be amended (but, in the case of any such amendment, only to the extent such amendment permits Parent or the Surviving Corporation to provide broader indemnification rights or rights of advancement of expenses than such Law permitted Parent or the Surviving Corporation to provide prior to such amendment). In the event of any proceeding or threatened action, suit, proceeding, investigation or claim (and in which indemnification could be sought by such Indemnified Party hereunder), each Indemnified Party shall be entitled to advancement of expenses incurred in the defense of any such proceeding or threatened Action from Parent or the Surviving Corporation (within 10 days of receipt by Parent or the Surviving Corporation from an Indemnified Party of a request therefor) to the fullest extent and in the manner permitted by the DGCL and the certificate of incorporation and bylaws of the Company as at the date hereof; provided, that any Person to whom expenses are advanced provides an undertaking to repay such advances if it is ultimately determined that such Person is not entitled to indemnification. (b) Without limitation to clause (a), Parent shall, and shall cause the Surviving Corporation to, to the fullest extent permitted by applicable Law, include and cause to be maintained in effect in the Surviving Corporation’s (or any successor’s) organizational documents for a period of six years after the Effective Time, provisions regarding elimination of liability of directors, and indemnification of and advancement of expenses to directors and officers of the Companyamount, no less favorable to such directors and officers than those contained of such policy in effect on the date of this Agreement; provided, however, that the Surviving Corporation may substitute therefor policies of the Surviving Corporation with carriers comparable in terms of creditworthiness to those that have written the Company’s organizational documents as of the date hereofcurrent directors’ and officers’ liability insurance, containing terms, including with respect to coverage and amount, no less favorable to such directors and officers. (ce) In the event that either Parent CCI or the Surviving Corporation or any of its 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 a substantial portion of its properties, rights properties and other assets to any Person, then, and in each such case, Parent shall, and shall cause CCI or the Surviving Corporation toCorporation, as applicable, shall cause proper provision to be made so that such successor or assign successors and assigns shall expressly assume the obligations set forth in this Section 5.07. (d) Prior to the Effective Time, the Company shall and, if the Company is unable to, Parent shall cause the Surviving Corporation as of the Effective Time to, obtain and fully pay the premium for “tail” insurance policies for the extension of directors’ and officers’ liability insurance, fiduciary liability insurance and employee practices liability insurance (to the extent applicable to directors of the Company as of the date of this Agreement) (collectively, “D&O Insurance”), in each case for a claims reporting or discovery period of six years after the Effective Time (the “Tail Period”) with respect to any claim related to matters existing or occurring at or prior to the Effective Time from the Company’s D&O Insurance carrier as of the date of this Agreement or one or more insurance carriers with the same or better credit rating as such carrier with terms, conditions, retentions and limits of liability that are at least as favorable to the insureds as the Company’s existing policies; provided, however, that in no event shall the premium amount for such policies exceed 300% of the last aggregate annual premium paid by the Company prior to the date hereof. If the Company for any reason fails to obtain or Parent for any reason fails to cause to be obtained such “tail” insurance policies as of the Effective Time, the Surviving Corporation shall, and Parent shall cause the Surviving Corporation to, maintain in effect the current D&O Insurance for the Tail Period, with at least the same coverage and amounts containing terms and conditions that are not less advantageous in the aggregate than such policy with respect to matters arising on or before the Effective Time; provided, however, that after the Effective Time, Parent shall not be required to pay with respect to D&O Insurance in respect of any one policy year annual premiums in excess of 300% of the last annual premium paid by the Company prior to the date hereof in respect of the D&O Insurance coverage required to be obtained pursuant hereto, but in such case shall purchase D&O Insurance with the best overall terms, conditions, retentions and levels of coverage reasonably available for such amount. (e) Notwithstanding anything herein to the contrary, if any proceeding or threatened action, suit, proceeding, investigation or claim (whether arising before, at or after the Effective Time) is instituted against any Indemnified Party on or prior to the sixth anniversary of the Effective Time, the provisions of this Section 5.07 shall continue in effect until the final disposition of such proceeding or threatened action, suit, proceeding, investigation or claim5.05. (f) The provisions of this Section 5.07 5.05 are (i) intended to be for the benefit of, and will be enforceable from and after the Effective Time by, each Indemnified Party, his or her heirs and his or her Representatives and (ii) are in addition to, and not in substitution for, any other rights to indemnification or contribution that any such Person may have from the Company or any other Person by Contract contract or otherwise.

Indemnification, Exculpation and Insurance. (a) From Without limiting any other rights that any Indemnified Person may have pursuant to any employment agreement or indemnification agreement in effect on the date hereof or otherwise, from the Effective Time and after until the six year anniversary of the Effective Time, Parent shall, and R&M shall cause the Surviving Corporation to, indemnify, defend and hold harmlessharmless each Person who is now, all past and present directorsor has been at any time prior to the date of this Agreement or who becomes prior to the Effective Time, officers and employees a director or officer of the Company and T-3 or any of its Subsidiaries or who act as a fiduciary under any T-3 Benefit Plan (collectively, the “Indemnified PartiesPersons”) against any all losses, claims, damages, costs, fines, penalties, expenses (including reasonable attorneys’ and other professionals’ fees and expenses and disbursementsexpenses), judgmentsliabilities or judgments or amounts that are paid in settlement (with the approval of the indemnifying party, fineswhich approval shall not be unreasonably withheld, lossesdelayed or conditioned), claims damages of or liabilities incurred in connection with any threatened or actual claim, action, suit, proceeding or investigation to which such Indemnified Person is a party by reason of the fact that such Person is or was a director or officer of T-3 or any of its Subsidiaries, a fiduciary under any T-3 Benefit Plan or is or was serving at the request of T-3 or any of its Subsidiaries (as described in Section 6.06 of the T-3 Disclosure Letter) as a director, officer, employee or agent of another corporation, partnership, limited liability company, joint venture, trust or other enterprise existing prior to or at the Effective Time and whether asserted or claimed prior to, at 46 or after the Effective Time (“Indemnified Liabilities”), including all Indemnified Liabilities based in whole or in part on, or arising in whole or in part out of, or pertaining to, this Agreement or the transactions contemplated hereby, in each case to the fullest extent permitted under applicable Law (and R&M shall pay expenses incurred in connection therewith in advance of the final disposition of any such claim, action, suit, proceeding or investigation to each Indemnified Person to the fullest extent permitted under applicable Law, subject to delivery to R&M of an undertaking as hereinafter provided). Without limiting the foregoing, in the event any such claim, action, suit, proceeding or investigation is brought or threatened to be brought against any Indemnified Persons (whether arising before or after the Effective Time): (i) the Indemnified Persons may retain T-3’s regularly engaged legal counsel or other counsel satisfactory to them, R&M shall pay all reasonable fees and expenses of such counsel for the Indemnified Persons promptly as statements therefor are received, and (ii) R&M shall use its reasonable best efforts to assist in the defense of any such matter (and the Indemnified Parties shall cooperate with R&M with respect thereto); provided that R&M shall not be liable for any settlement effected without its prior written consent (which consent shall not be unreasonably withheld, delayed or conditioned). Any Indemnified Person wishing to claim indemnification or advancement of expenses under this Section 6.06, upon learning of any such claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of or pertaining shall notify R&M (but the failure so to (i) the fact notify shall not relieve a party from any obligations that the Indemnified Party is or was a director, officer, employee or fiduciary of the Company or any of its Subsidiaries or is or was serving at the request of, or to represent the interest of, the Company or any of its Subsidiaries as a director, officer, partner, member, trustee, fiduciary, employee or agent of any other corporation, partnership, joint venture, limited liability company, trust, employee benefit plan or other enterprise, including any charitable or not-for profit public service organization or trade association or (ii) matters existing or occurring at or prior to the Effective Time (including with respect to acts or omissions occurring in connection with it may have under this Agreement and the consummation of the transactions contemplated hereby), whether asserted or claimed prior to, at or after the Effective Time, in each case to the fullest extent permitted by applicable Law as it presently exists or may hereafter be amended (but, in the case of any such amendment, only Section 6.06 except to the extent such amendment permits Parent or the Surviving Corporation to provide broader indemnification rights or rights of advancement of expenses than failure materially prejudices such Law permitted Parent or the Surviving Corporation to provide prior party’s position with respect to such amendment). In the event of any proceeding or threatened action, suit, proceeding, investigation or claim (claims) and in which indemnification could be sought by such Indemnified Party hereunder), each Indemnified Party shall be entitled deliver to advancement of expenses incurred in the defense of any such proceeding or threatened Action from Parent or the Surviving Corporation (within 10 days of receipt by Parent or the Surviving Corporation from an Indemnified Party of a request therefor) to the fullest extent and in the manner permitted by the DGCL and the certificate of incorporation and bylaws of the Company as at the date hereof; provided, that any Person to whom expenses are advanced provides R&M an undertaking to repay such advances any amounts advanced to it if it is shall ultimately be determined that such Indemnified Person is not entitled to indemnification, but without any requirement for the posting of a bond or any other terms or conditions other than those expressly set forth herein; provided further, that R&M shall not be obligated pursuant to this Section 6.06(a) to pay the fees and disbursements of more than one counsel for all Indemnified Persons in any single action, unless, in the good faith judgment of any of the Indemnified Persons, there is or may be a conflict of interests between two or more of such Indemnified Persons, in which case there may be separate counsel for each similarly situated group. With respect to any determination of whether any Indemnified Person is entitled to indemnification by R&M under this Section 6.06, such Indemnified Person shall have the right, as contemplated by the DGCL, to require that such determination be made by special, independent legal counsel jointly selected by the Indemnified Person and R&M, and who has not otherwise performed material services for R&M or the Indemnified Person within the last three (3) years. (b) Without limitation R&M and the Surviving Entity shall not amend, repeal or otherwise modify the certificate of incorporation or bylaws of the Surviving Entity in any manner that would affect adversely the rights thereunder or under the T-3 Certificate or the T-3 Bylaws of any Indemnified Person to clause (a)indemnification, Parent exculpation and advancement except to the extent required by law. R&M shall, and shall cause the Surviving Corporation Entity to, fulfill and honor any indemnification, expense advancement or exculpation agreements between T-3 and any of its directors, officers or employees existing immediately prior to the Effective Time. (c) R&M and the Surviving Entity shall, to the fullest extent permitted by applicable Lawlaw, include indemnify any Indemnified Person against all reasonable costs and cause expenses (including reasonable attorneys’ fees and expenses), relating to the enforcement of such Indemnified Person’s rights under this Section 6.06 or under any charter, bylaw or contract if such Indemnified Person is ultimately determined to be maintained in effect in the Surviving Corporation’s (entitled to indemnification hereunder or any successor’s) organizational documents for a period of six years after the Effective Timethereunder, provisions regarding elimination of liability of directors, and indemnification of and advancement of expenses to directors and officers of the Company, no less favorable than those contained in the Company’s organizational documents as of the date hereofpromptly following such determination. (cd) In the event that either Parent R&M or the Surviving Corporation Entity or any of its their respective successors or assigns assigns: (i) consolidates with or merges into any other Person and is not the continuing or surviving corporation Surviving Entity or entity of such consolidation or merger or (ii) transfers or conveys all or substantially all of its properties, rights and other assets to any Person, then, and in each such case, Parent shall, R&M and shall cause the Surviving Corporation to, Entity shall cause proper provision to be made so that such successor the successors and assigns of R&M or assign shall expressly the Surviving Entity, as the case may be, assume the obligations set forth in this Section 5.076.06 contemporaneous with the closing of any such consolidation, merger, transfer or conveyance. (de) Prior At or prior to the Effective Time, R&M and the Company shall and, if the Company is unable to, Parent Surviving Entity shall cause the Surviving Corporation as of to be put in place and R&M shall fully prepay immediately prior to the Effective Time toTime, obtain and fully pay the premium for “tail” insurance policies for the extension of directors’ and officers’ liability insurance, fiduciary liability insurance and employee practices liability insurance (to the extent applicable to directors of the Company as of the date of this Agreement) (collectively, “D&O Insurance”), in each case for with a claims reporting or discovery period of at least for six years after the Effective Time (the “Tail Period”) with respect to any claim related to matters existing or occurring at or prior to following the Effective Time from the Company’s D&O Insurance an insurance carrier as of the date of this Agreement or one or more insurance carriers with the same or better credit rating as such T-3’s current insurance carrier with terms, conditions, retentions respect to directors’ and limits officers’ liability insurance in an amount and 47 scope of liability that are not less than the existing coverage and have other terms at least as favorable to the insureds insured persons as the Company’s existing policies; provided, however, that in no event shall directors’ and officers’ liability insurance coverage maintained by T-3 or the premium amount for such policies exceed 300% of the last aggregate annual premium paid by the Company prior to the date hereof. If the Company for any reason fails to obtain or Parent for any reason fails to cause to be obtained such “tail” insurance policies T-3 Subsidiaries as of the Effective Timedate of this Agreement, as disclosed in the Surviving Corporation shallT-3 Disclosure Letter. R&M shall maintain such policy in full force and effect, and Parent shall cause continue to honor the Surviving Corporation to, maintain in effect the current D&O Insurance for the Tail Period, with at least the same coverage and amounts containing terms and conditions that are not less advantageous in the aggregate than such policy with respect to matters arising on or before the Effective Time; provided, however, that after the Effective Time, Parent shall not be required to pay with respect to D&O Insurance in respect of any one policy year annual premiums in excess of 300% of the last annual premium paid by the Company prior to the date hereof in respect of the D&O Insurance coverage required to be obtained pursuant hereto, but in such case shall purchase D&O Insurance with the best overall terms, conditions, retentions and levels of coverage reasonably available for such amount. (e) Notwithstanding anything herein to the contrary, if any proceeding or threatened action, suit, proceeding, investigation or claim (whether arising before, at or after the Effective Time) is instituted against any Indemnified Party on or prior to the sixth anniversary of the Effective Time, the provisions of this Section 5.07 shall continue in effect until the final disposition of such proceeding or threatened action, suit, proceeding, investigation or claimobligations thereunder. (f) The provisions of this Section 5.07 are 6.06: (i) shall survive consummation of the Merger and the Second Merger (if required pursuant to Section 1.05), (ii) are intended to be for the benefit of, and will be enforceable from and after the Effective Time by, the parties hereto and each Indemnified PartyPerson entitled to indemnification or insurance coverage or expense advancement pursuant to this Section 6.06, and, his or her heirs and his or her Representatives representatives, and (iiiii) are in addition to, and not in substitution for, any other rights to indemnification or contribution that any such Person may have by Contract contract or otherwise, including under the terms of the respective charters or bylaws or comparable organizational documents of T-3 and the T-3 Subsidiaries.

Indemnification, Exculpation and Insurance. (ai) From For a period of six (6) years from and after the Effective TimeDate, Parent shall, and shall cause in the Surviving Corporation to, indemnify, defend and hold harmless, all past and present directors, officers and employees event of the Company and its Subsidiaries (collectively, the “Indemnified Parties”) against any costs, expenses (including attorneys’ fees and expenses and disbursements), judgments, fines, losses, claims damages threatened or liabilities incurred in connection with any actual claim, action, suit, proceeding proceeding, or investigation, whether civil, criminal, administrative or investigativeadministrative, 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 Date, a director, officer, or employee of a Trinity Company (the “Indemnified Parties”) is, or is threatened to be, made a party based in whole or in part on, or arising in whole or in part out of of, or pertaining to (iA) the fact that the Indemnified Party he or she is or was a director, officer, or employee or fiduciary of the a Trinity Company or any of its Subsidiaries or is or was serving at the request ofpredecessors, or to represent the interest of, the Company (B) this Agreement or any of its Subsidiaries as a director, officer, partner, member, trustee, fiduciary, employee or agent of any other corporation, partnership, joint venture, limited liability company, trust, employee benefit plan or other enterprise, including any charitable or not-for profit public service organization or trade association or (ii) matters existing or occurring at or prior to the Effective Time (including with respect to acts or omissions occurring in connection with this Agreement and the consummation of the transactions contemplated hereby)hereby or thereby, whether in any case asserted or claimed prior to, at arising before or after the Effective TimeDate, in River Financial shall indemnify and hold harmless, to the fullest extent permitted by applicable law each case such Indemnified Party against any Liability (including advancement of reasonable attorneys’ fees and expenses prior to the final disposition of any claim, suit, proceeding, or investigation to each Indemnified Party to the fullest extent permitted by applicable Law as it presently exists or may hereafter be amended (but, in the case upon receipt of any undertaking required by applicable Law), judgments, fines, and amounts paid in settlement in connection with any such amendmentthreatened or actual claim, only to the extent such amendment permits Parent or the Surviving Corporation to provide broader indemnification rights or rights of advancement of expenses than such Law permitted Parent or the Surviving Corporation to provide prior to such amendment). In the event of any proceeding or threatened action, suit, proceeding, investigation or claim (and in which indemnification could be sought by such Indemnified Party hereunder), each Indemnified Party shall be entitled to advancement of expenses incurred in the defense of any such proceeding or threatened Action from Parent or the Surviving Corporation (within 10 days of receipt by Parent or the Surviving Corporation from an Indemnified Party of a request therefor) to the fullest extent and in the manner permitted by the DGCL and the certificate of incorporation and bylaws of the Company as at the date hereof; provided, that any Person to whom expenses are advanced provides an undertaking to repay such advances if it is ultimately determined that such Person is not entitled to indemnificationinvestigation. (bii) Without limitation River Financial agrees that all rights to clause (a), Parent shall, indemnification and shall cause all limitations on Liability existing in favor of the Surviving Corporation to, to Indemnified Parties as provided in the fullest extent permitted by applicable Law, include and cause to be maintained organizational documents of each Trinity Company as in effect in the Surviving Corporation’s (or any successor’s) organizational documents for a period of six years after the Effective Time, provisions regarding elimination of liability of directors, and indemnification of and advancement of expenses to directors and officers of the Company, no less favorable than those contained in the Company’s organizational documents as of the date hereof. (c) In the event that either Parent or the Surviving Corporation or any of its successors or assigns (i) consolidates with or merges into any other Person and is not the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers or conveys all or substantially all of its properties, rights and other assets to any Person, then, and in each such case, Parent shall, and shall cause the Surviving Corporation to, cause proper provision to be made so that such successor or assign shall expressly assume the obligations set forth in this Section 5.07. (d) Prior to the Effective Time, the Company shall and, if the Company is unable to, Parent shall cause the Surviving Corporation as of the Effective Time to, obtain and fully pay the premium for “tail” insurance policies for the extension of directors’ and officers’ liability insurance, fiduciary liability insurance and employee practices liability insurance (to the extent applicable to directors of the Company as of the date of this Agreement) (collectively, “D&O Insurance”), in each case for a claims reporting or discovery period of six years after the Effective Time (the “Tail Period”) with respect to any claim related to matters existing or occurring at or prior to the Effective Time from the Company’s D&O Insurance carrier as of the date of this Agreement or one or more insurance carriers in any indemnification agreement in existence on the date of this Agreement with the same or better credit rating as such carrier a Trinity Company with terms, conditions, retentions respect to matters occurring prior and limits of liability that are at least as favorable up to the insureds Effective Date shall survive the Merger and shall continue in full force and effect, and shall be honored by the Resulting Corporation or its Subsidiaries or their respective successors as if they were the Company’s existing policiesindemnifying party thereunder, without any amendment thereto; provided, howeverthat nothing contained in this Section 6.1(e) shall be deemed to preclude any liquidation, consolidation, or merger after the Effective Date of any Subsidiaries of the Resulting Corporation, in which case all of such rights to indemnification and limitations on Liability shall be deemed to so survive and continue notwithstanding any such liquidation, consolidation, or merger. Without limiting the foregoing, in any case in which approval by River Financial is required to effectuate any indemnification, River Financial shall direct, at the election of the Indemnified Party, that in no event the determination of any such approval shall be made by independent counsel mutually agreed upon between River Financial and the premium amount for such policies exceed 300% Indemnified Party. (iii) River Financial shall cause the Resulting Corporation to: (i) obtain as of the last aggregate annual premium paid by the Company prior to the date hereof. If the Company for any reason fails to obtain or Parent for any reason fails to cause to be obtained such Effective Date “tail” insurance policies as with a claims period of six years from the Effective Time, the Surviving Corporation shall, and Parent shall cause the Surviving Corporation to, maintain in effect the current D&O Insurance for the Tail Period, Date with at least the same coverage and amounts and containing terms and conditions that are not less advantageous to the Indemnified Parties, in the aggregate than such policy each case with respect to matters claims arising on out of or relating to events which occurred before or at the Effective TimeDate (including in connection with the transactions contemplated by this Agreement); provided, however, that after in no event shall the Effective Time, Parent shall not Resulting Corporation be required to pay with respect to D&O Insurance in respect of any one policy year expend an annual premiums premium for such coverage in excess of 300% of the last annual premium paid by the Company Trinity Companies for such insurance prior to the date hereof in respect of this Agreement (the D&O Insurance “Maximum Amount”). If, notwithstanding the use of commercially reasonable efforts to do so, the Resulting Corporation is unable to maintain or obtain the insurance called for by this Section 6.1(e), the Resulting Corporation shall obtain as much comparable insurance as available at a cost not exceeding an annual premium equal to the Maximum Amount. Such insurance coverage required to shall commence at the Effective Date and will be obtained pursuant hereto, but in such case shall purchase D&O Insurance with provided and prepaid for a period of no less than six years after the best overall terms, conditions, retentions and levels of coverage reasonably available for such amountEffective Date. (eiv) Notwithstanding anything herein Any Indemnified Party wishing to claim indemnification under this Section 6.1(e) shall promptly notify River Financial upon learning of any claim, provided that, failure to so notify shall not affect the obligation of River Financial under this Section 6.1(e), unless, and only to the contraryextent that, if River Financial is materially prejudiced in the defense of such claim as a consequence. In the event of any proceeding or threatened action, suit, proceeding, investigation or such claim (whether arising beforeasserted or claimed prior to, at or after the Effective TimeDate), (i) is instituted against River Financial shall have the right to assume the defense thereof and River Financial shall not be liable to such Indemnified Parties for any legal expenses or other counsel or any other expenses subsequently incurred by such Indemnified Parties in connection with the defense thereof, except that if River Financial elects not to assume such defense or counsel for an Indemnified Party or advises that there are substantive issues which raise conflicts of interest between River Financial and the Indemnified Party under applicable attorney rules of professional responsibility, the Indemnified Party may retain counsel satisfactory to him or her, and River Financial shall pay all reasonable fees and expenses of such counsel for the Indemnified Party, (ii) the Indemnified Parties will cooperate in the defense of any such matter, (iii) River Financial shall not be liable for any settlement effected without its prior written consent, not to be unreasonably withheld, and (iv) River Financial shall have no obligation hereunder to any Indemnified Party on if such indemnification would be in violation of any applicable federal or prior state banking Laws, or in the event that a federal or state banking agency or a court of competent jurisdiction shall determine finally and in a non-appealable order that indemnification of an Indemnified Party in the manner contemplated hereby is prohibited by applicable Laws, whether or not related to the sixth anniversary banking Laws. (v) The obligations of the Effective TimeResulting Corporation and its Subsidiaries under this Section 6.1(e) will survive the consummation of the Merger and will not be terminated or modified in such a manner as to adversely affect any Indemnified Party without the consent of such affected Person. The Indemnified Parties are intended third-party beneficiaries of this Section 6.1(e), each of whom may enforce the provisions of this Section 5.07 shall continue in effect until the final disposition of such proceeding or threatened action, suit, proceeding, investigation or claim6.1(e). (fvi) The provisions In the event the Resulting Corporation, or any of its successors or assigns: (1) consolidates with or merges into any other Person and shall not be the continuing or surviving corporation or entity in such consolidation or merger; or (2) transfers all or substantially all of its properties and assets to any Person, then, and in either such case, proper provision shall be made so that such successors and assigns assume all of the obligations set forth in this Section 5.07 6.1(e). The covenants contained in this Section 6.1(e) are (i) intended not exclusive of any other rights to which any Indemnified Party is entitled, whether pursuant to Law, Contract, or otherwise. Nothing in this Agreement releases, waives, or impairs any rights to directors’ and officers’ insurance claims under any policy that is, has been or will be for the benefit ofin existence with respect to any Trinity Company or its officers, directors, and will be enforceable from employees, it being understood and after agreed that the Effective Time by, each Indemnified Party, his or her heirs and his or her Representatives and (iiindemnification provided for in this Section 6.1(e) in addition is not prior to, and not or in substitution for, any other rights to indemnification or contribution that such claims under any such Person may have by Contract or otherwisepolicies.

Indemnification, Exculpation and Insurance. (a) From and after the Effective TimeTime and to the extent permitted by Law, Parent the Surviving Corporation shall, and Parent shall cause the Surviving Corporation to, indemnify, defend and hold harmless, to perform all past and present directors, of the obligations of the Surviving Corporation with respect to all rights of the individuals who on or prior to the Effective Time were directors or officers and employees of the Company and its Subsidiaries (collectively, the “Indemnified PartiesIndemnitees”) against any costs, expenses to indemnification (including attorneys’ fees advancement of expenses) and expenses exculpation from liabilities for acts or omissions occurring at or prior to the Effective Time as provided in the Company Governing Documents or other agreements of the Company provided to Parent prior to the date hereof. (b) The obligations of each of Parent and disbursements), judgments, fines, losses, claims damages or liabilities incurred the Surviving Corporation shall be conditioned upon the reasonable cooperation of the applicable Indemnitee(s) in connection with the defense of any claim. (c) Parent shall, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of or pertaining shall cause the Surviving Corporation to either (i) the fact that the Indemnified Party is or was a director, officer, employee or fiduciary of the Company or any of its Subsidiaries or is or was serving cause to be obtained at the request ofEffective Time “tail” insurance policies, or at no expense to represent the interest ofbeneficiaries, with a claims period of six years from the Company or any of its Subsidiaries Effective Time in an amount and scope and on terms at least as a director, officer, partner, member, trustee, fiduciary, employee or agent of any other corporation, partnership, joint venture, limited liability company, trust, employee benefit plan or other enterprise, including any charitable or not-for profit public service organization or trade association or (ii) favorable to the Indemnitees as the Company’s current policies with respect to matters existing or occurring at or prior to the Effective Time or (including with respect to acts or omissions occurring in connection with this Agreement and the consummation of the transactions contemplated hereby), whether asserted or claimed prior toii) maintain, at or after no expense to the beneficiaries, in effect for six years from the Effective Time, in each case to the fullest extent permitted current policies of the directors’ and officers’ liability insurance maintained by applicable Law as it presently exists or may hereafter be amended the Company (but, in the case of any such amendment, only to the extent such amendment permits provided that Parent or the Surviving Corporation may substitute therefor policies in an amount and scope and on terms at least as favorable, in the aggregate, as the Company’s current policies) with respect to provide broader indemnification rights matters existing or rights of advancement of expenses than such Law permitted occurring at or prior to the Effective Time; provided, however, that in no event shall Parent or the Surviving Corporation be required to provide prior pay aggregate premiums pursuant to this Section 6.2(c) of more than an amount equal to 300% of the current annual premiums paid by the Company for such amendment). In insurance in 2006 (the event of any proceeding or threatened action, suit, proceeding, investigation or claim (and in which indemnification could be sought by such Indemnified Party hereunder“Base Premium”), each Indemnified Party shall be entitled to advancement the amount of expenses incurred which is set forth in Section 6.2(c) of the defense of any such proceeding or threatened Action from Parent or Company Disclosure Schedule; provided, further, that if the Surviving Corporation (within 10 days is unable to obtain the amount of receipt insurance required by Parent or this Section 6.2(c) for such aggregate premium, the Surviving Corporation from an Indemnified Party shall obtain as much insurance as can be obtained for aggregate premiums not in excess of a request therefor) to the fullest extent and in the manner permitted by the DGCL and the certificate of incorporation and bylaws 300% of the Company as at Base Premium (d) The provisions of this Section 6.2(d) are intended to be for the date hereof; providedbenefit of, and shall be enforceable by, each Indemnitee, his or her heirs and his or her representatives, and this Section 6.2(d) shall not be amended in a manner that is materially adverse to any Indemnitee (including such Indemnitee’s successors and heirs) without the consent of the Indemnitees (including their successors and heirs) affected thereby. Parent shall pay all reasonable expenses, including reasonable attorneys’ fees, that may be incurred by any Person Indemnitee in successfully enforcing the indemnity and other obligations provided in this Section 6.3. The rights provided for herein shall not be deemed exclusive of any other rights to whom expenses are advanced provides which an undertaking Indemnitee is entitled, whether pursuant to repay such advances if it is ultimately determined that such Person is not entitled to indemnificationLaw, contract or otherwise. (b) Without limitation to clause (a), Parent shall, and shall cause the Surviving Corporation to, to the fullest extent permitted by applicable Law, include and cause to be maintained in effect in the Surviving Corporation’s (or any successor’s) organizational documents for a period of six years after the Effective Time, provisions regarding elimination of liability of directors, and indemnification of and advancement of expenses to directors and officers of the Company, no less favorable than those contained in the Company’s organizational documents as of the date hereof. (ce) In the event that either Parent or the Surviving Corporation or any of its successors or assigns (i) consolidates with or merges into any other Person and is not the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers or conveys all or substantially all of its properties, rights properties and other assets to any Person, then, and in each such case, Parent shall, and shall cause the Surviving Corporation to, cause proper provision to shall be made so that such successor or assign the successors and assigns of the Surviving Corporation shall expressly assume all of the obligations thereof set forth in this Section 5.076.2. (d) Prior to the Effective Time, the Company shall and, if the Company is unable to, Parent shall cause the Surviving Corporation as of the Effective Time to, obtain and fully pay the premium for “tail” insurance policies for the extension of directors’ and officers’ liability insurance, fiduciary liability insurance and employee practices liability insurance (to the extent applicable to directors of the Company as of the date of this Agreement) (collectively, “D&O Insurance”), in each case for a claims reporting or discovery period of six years after the Effective Time (the “Tail Period”) with respect to any claim related to matters existing or occurring at or prior to the Effective Time from the Company’s D&O Insurance carrier as of the date of this Agreement or one or more insurance carriers with the same or better credit rating as such carrier with terms, conditions, retentions and limits of liability that are at least as favorable to the insureds as the Company’s existing policies; provided, however, that in no event shall the premium amount for such policies exceed 300% of the last aggregate annual premium paid by the Company prior to the date hereof. If the Company for any reason fails to obtain or Parent for any reason fails to cause to be obtained such “tail” insurance policies as of the Effective Time, the Surviving Corporation shall, and Parent shall cause the Surviving Corporation to, maintain in effect the current D&O Insurance for the Tail Period, with at least the same coverage and amounts containing terms and conditions that are not less advantageous in the aggregate than such policy with respect to matters arising on or before the Effective Time; provided, however, that after the Effective Time, Parent shall not be required to pay with respect to D&O Insurance in respect of any one policy year annual premiums in excess of 300% of the last annual premium paid by the Company prior to the date hereof in respect of the D&O Insurance coverage required to be obtained pursuant hereto, but in such case shall purchase D&O Insurance with the best overall terms, conditions, retentions and levels of coverage reasonably available for such amount. (e) Notwithstanding anything herein to the contrary, if any proceeding or threatened action, suit, proceeding, investigation or claim (whether arising before, at or after the Effective Time) is instituted against any Indemnified Party on or prior to the sixth anniversary of the Effective Time, the provisions of this Section 5.07 shall continue in effect until the final disposition of such proceeding or threatened action, suit, proceeding, investigation or claim. (f) The provisions of this Section 5.07 are (i) intended to be for the benefit of, and will be enforceable from and after the Effective Time by, each Indemnified Party, his or her heirs and his or her Representatives and (ii) in addition to, and not in substitution for, any other rights to indemnification or contribution that any such Person may have by Contract or otherwise.

Indemnification, Exculpation and Insurance. (a) From and after Without limiting any additional rights that any director or employee may have under any agreement or Company Plan, from the Effective TimeTime through the sixth anniversary of the date on which the Effective Time occurs (the “Indemnification Period”), Parent shall, and shall cause the Surviving Corporation to, indemnify, defend indemnify and hold harmless, all past harmless each current (as of the Effective Time) and present directors, officers and employees each former officer or director of the Company and or any of its Subsidiaries (collectively, the “Indemnified Parties”) ), from and against any costsand all claims, expenses (losses, liabilities, damages, judgments, inquiries, fines and fees, amounts paid in settlement, costs and expenses, including actual attorneys’ fees and expenses and disbursements)disbursements (collectively, judgments, fines, losses, claims damages or liabilities “Costs”) incurred in connection with any claim, action, suit, proceeding or investigationAction, whether civil, criminal, administrative or investigative, directly or indirectly arising out of or pertaining to (i) the fact that the Indemnified Party is or was a director, an officer, employee director or fiduciary of the an Acquired Company or any of its Subsidiaries or is or was serving at the request of, or to represent the interest of, the Company or any of its Subsidiaries as a director, officer, partner, member, trustee, fiduciary, employee or agent of any other corporation, partnership, joint venture, limited liability company, trust, employee benefit plan or other enterprise, including any charitable or not-for profit public service organization or trade association or (ii) matters existing or occurring at or prior to the Effective Time (including with respect to acts or omissions occurring in connection with this Agreement and the consummation of the transactions contemplated hereby)by this Agreement, whether asserted or claimed prior to, at or after the Effective Time, in each case to the fullest same extent permitted by provided under the Company Constituent Documents (or, as relevant, those of the applicable Law Subsidiary of the Company) as it presently exists or may hereafter be amended (but, in of the case date of this Agreement and any such amendment, only to Contracts existing between any Indemnified Party and an Acquired Company as of the extent such amendment permits Parent or the Surviving Corporation to provide broader indemnification rights or rights date of advancement of expenses than such Law permitted Parent or the Surviving Corporation to provide prior to such amendment)this Agreement. In the event of any proceeding or threatened action, suit, proceeding, investigation or claim (and in which indemnification could be sought by such Indemnified Party hereunder)Action, each Indemnified Party shall be entitled to advancement of expenses incurred in the defense of any such proceeding or threatened Action from Parent or the Surviving Corporation to the same extent provided under the Company Constituent Documents (within 10 days or, as relevant, those of receipt by Parent or the Surviving Corporation from an applicable Subsidiary of the Company) as of the date of this Agreement and any Contracts existing between any Indemnified Party of a request therefor) to the fullest extent and in the manner permitted by the DGCL and the certificate of incorporation and bylaws of the an Acquired Company as at the date hereof; provided. Notwithstanding anything to the contrary herein (but subject to any superior rights contained in the Company Constituent Documents (or, that as relevant, those of the applicable Subsidiary of the Company) or applicable indemnification agreements to which any Acquired Company is a party), prior to making any payment or advance in respect of the indemnification obligations set forth in this Section 5.9, the Person to whom expenses are advanced provides an undertaking who is requesting such indemnification or advance shall agree to repay such payments or advances if it is ultimately determined that such Person is not entitled to indemnification. (b) Without limitation to clause (a)Except as may be required by applicable Law, Parent shalland the Company agree that during the Indemnification Period, all rights to indemnification and exculpation from liabilities for acts or omissions occurring at or prior to the Effective Time and rights to advancement of expenses relating thereto now existing in favor of any Indemnified Party as provided in the Company Constituent Documents (or, as relevant, those of the Subsidiary) or in any Contract between such Indemnified Party and an Acquired Company shall survive the Merger and continue in full force and effect, and during the Indemnification Period shall not be amended, repealed or otherwise modified in any manner that would adversely affect any right thereunder of any such Indemnified Party. In addition, during the Indemnification Period, the Surviving Company and its Subsidiaries shall (and Parent shall cause the Surviving Corporation Company and its Subsidiaries to) cause the certificate of incorporation and bylaws (and other similar organizational documents) of the Surviving Company and its Subsidiaries to contain provisions with respect to indemnification, exculpation and the advancement of expenses, covering acts and omissions of directors and officers (and any other employees or agents who otherwise would be entitled to similar benefits thereunder pursuant to the terms thereof in effect immediately prior to the Effective Time), in each case in their respective capacities as such, occurring at or prior to the Effective Time, to the fullest extent permitted by applicable Law and during the Indemnification Period, such provisions shall not be repealed, amended or otherwise modified in any manner except as required by applicable Law, include and . (c) Parent shall cause the Surviving Corporation to be maintained continue to maintain in effect in the Surviving Corporation’s (or any successor’s) organizational documents for a period of six years after from the Effective TimeTime for the Persons who, provisions regarding elimination of liability of directors, and indemnification of and advancement of expenses to directors and officers as of the date of this Agreement, are covered by the Company’s and its Subsidiaries’ directors’ and officers’ liability insurance policies (“D&O Insurance”), no less D&O Insurance with terms and conditions (including scope and coverage amounts) that are, taken as a whole, at least as favorable than those contained as provided in the Company’s organizational documents and its Subsidiaries’ policies as of the date hereof, or, if such insurance is unavailable, the Surviving Company shall purchase the best D&O Insurance reasonably available for such six-year period with terms and conditions (including scope and coverage amounts) that are, taken as a whole, at least as favorable as provided in the Company’s and its Subsidiaries’ policies as of the date hereof. Parent may satisfy its obligations under the prior sentence of this Section 5.9(c) by, prior to the Effective Time, purchasing and maintaining for the full Indemnification Period one or more prepaid “tail” insurance policies to be effective at the Effective Time covering the Persons who, as of immediately prior to the Effective Time, are covered by the Company’s existing D&O Insurance, with a claims period of at least six years from the Effective Time with terms and conditions (including scope and coverage amounts) that are, taken as a whole, at least as favorable as the Company’s and its Subsidiaries’ existing D&O Insurance as of the date hereof, for claims arising from facts or events that occurred at or prior to the Effective Time, covering without limitation the transactions contemplated hereby. The maximum annual premium for such D&O Insurance that Parent shall be required to expend shall not exceed three hundred percent (300%) of the total current annual D&O Insurance premium for the Company’s D&O Insurance policies in effect on the date hereof, which policies and current total annual premiums are set forth in Section 3.18 of the Company Disclosure Letter; and if such amount is not sufficient to purchase D&O Insurance in such maximum amount, then Parent shall purchase such amount of insurance with the best coverage reasonably available as can be purchased for an annual amount that is equal to three hundred percent (300%) of the total current annual premium for such policies as in effect on the date hereof, which total annual premiums are set forth in Section 3.18 of the Company Disclosure Letter. Parent shall cause the Surviving Corporation to comply with its obligations under such policies for the full term of at least six years. (cd) Notwithstanding anything herein to the contrary, if any Action (whether arising before, at or after the Effective Time) with respect to which an Indemnified Party is entitled to indemnification is instituted against any Indemnified Party on or prior to the sixth anniversary of the Effective Time, then the provisions of this Section 5.9 shall continue in effect until the final disposition of such Action. (e) The indemnification provided for herein shall not be deemed exclusive of any other rights to which an Indemnified Party is entitled, whether pursuant to Law, Contract or otherwise. After the Effective Time, the obligations set forth in this Section 5.9 shall not be terminated, amended or otherwise modified in any manner that adversely affects any Indemnified Person (or any other person who is a beneficiary under the D&O Insurance or the “tail” policy referred to in Section 5.9(c) (and their heirs and representatives)) without the prior written consent of such affected Indemnified Person or other person who is a beneficiary under the D&O Insurance or the “tail” policy referred to in Section 5.9(c) (and their heirs and representatives). The provisions of this Section 5.9 shall survive the consummation of the Merger and, notwithstanding any other provision of this Agreement that may be to the contrary, expressly are intended to benefit, and shall be enforceable by, each of the Indemnified Parties and their respective heirs and legal representatives. (f) In the event that either Parent or the Surviving Corporation or Parent or any of its 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 a majority of its properties, rights properties and other assets to any Person, then, and in each such case, Parent shall, and shall cause the Surviving Corporation to, cause proper provision to shall be made so that such successor the successors and assigns of the Surviving Corporation or assign Parent, as the case may be, shall expressly assume succeed to the obligations set forth in this Section 5.075.9. (d) Prior to the Effective Time, the Company shall and, if the Company is unable to, Parent shall cause the Surviving Corporation as of the Effective Time to, obtain and fully pay the premium for “tail” insurance policies for the extension of directors’ and officers’ liability insurance, fiduciary liability insurance and employee practices liability insurance (to the extent applicable to directors of the Company as of the date of this Agreement) (collectively, “D&O Insurance”), in each case for a claims reporting or discovery period of six years after the Effective Time (the “Tail Period”) with respect to any claim related to matters existing or occurring at or prior to the Effective Time from the Company’s D&O Insurance carrier as of the date of this Agreement or one or more insurance carriers with the same or better credit rating as such carrier with terms, conditions, retentions and limits of liability that are at least as favorable to the insureds as the Company’s existing policies; provided, however, that in no event shall the premium amount for such policies exceed 300% of the last aggregate annual premium paid by the Company prior to the date hereof. If the Company for any reason fails to obtain or Parent for any reason fails to cause to be obtained such “tail” insurance policies as of the Effective Time, the Surviving Corporation shall, and Parent shall cause the Surviving Corporation to, maintain in effect the current D&O Insurance for the Tail Period, with at least the same coverage and amounts containing terms and conditions that are not less advantageous in the aggregate than such policy with respect to matters arising on or before the Effective Time; provided, however, that after the Effective Time, Parent shall not be required to pay with respect to D&O Insurance in respect of any one policy year annual premiums in excess of 300% of the last annual premium paid by the Company prior to the date hereof in respect of the D&O Insurance coverage required to be obtained pursuant hereto, but in such case shall purchase D&O Insurance with the best overall terms, conditions, retentions and levels of coverage reasonably available for such amount. (e) Notwithstanding anything herein to the contrary, if any proceeding or threatened action, suit, proceeding, investigation or claim (whether arising before, at or after the Effective Time) is instituted against any Indemnified Party on or prior to the sixth anniversary of the Effective Time, the provisions of this Section 5.07 shall continue in effect until the final disposition of such proceeding or threatened action, suit, proceeding, investigation or claim. (f) The provisions of this Section 5.07 are (i) intended to be for the benefit of, and will be enforceable from and after the Effective Time by, each Indemnified Party, his or her heirs and his or her Representatives and (ii) in addition to, and not in substitution for, any other rights to indemnification or contribution that any such Person may have by Contract or otherwise.

Indemnification, Exculpation and Insurance. (a) For a period of at least six years following the Effective Time, the Surviving Company’s certificate of incorporation and by-laws shall contain provisions no less favorable with respect to exculpation of directors and indemnification of and advancement of expenses to the current and former directors, officers and employees of SBS or BMHC (as of or prior to the Effective Time) than are currently provided in the SBS Certificate and the SBS By-laws or the BMHC Certificate and the BMHC By-laws, as applicable, which provisions shall not be amended, repealed or otherwise modified in any manner that would adversely affect the rights thereunder of any such individuals until the expiration of the statutes of limitations applicable to such matters or unless such amendment, modification or repeal is required by applicable Law. (b) From and after the Effective Time, Parent shall, and shall cause the Surviving Corporation to, indemnify, defend Company shall indemnify and hold harmlessharmless each officer and director of SBS, all past and present directors, officers and employees BMHC or of the Company and its any of their respective Subsidiaries (as of or prior to the Effective Time) (each, together with such Person’s heirs, executors or administrators, an “Indemnified Party” and collectively, the “Indemnified Parties”) ), against any costsall claims, expenses (losses, liabilities, damages, judgments, inquiries, fines, amounts paid in settlement and reasonable fees, costs and expenses, including reasonable attorneys’ fees and expenses and disbursements), judgments, fines, losses, claims damages or liabilities incurred in connection with any claim, action, suit, proceeding or investigationProceeding, whether civil, criminal, administrative or investigative, arising out of or pertaining to (i) the fact that the Indemnified Party is or was a an officer, director, officeremployee, employee fiduciary or fiduciary agent of the Company SBS, BMHC or any of its Subsidiaries their respective Subsidiaries, as applicable, or is or of another entity if such service was serving at the request of, of SBS or to represent the interest of, the Company or any of its Subsidiaries as a director, officer, partner, member, trustee, fiduciary, employee or agent of any other corporation, partnership, joint venture, limited liability company, trust, employee benefit plan or other enterprise, including any charitable or not-for profit public service organization or trade association or (ii) matters existing or occurring at or prior to the Effective Time (including with respect to acts or omissions occurring in connection with this Agreement and the consummation of the transactions contemplated hereby)BMHC, whether asserted or claimed prior to, at or after the Effective Time, in each case to the fullest extent permitted by applicable Law as it presently exists or may hereafter be amended (but, in the case of any such amendment, only to the extent such amendment permits Parent or the Surviving Corporation Company is permitted to provide broader indemnification rights or rights of advancement of expenses than such Law permitted Parent or the Surviving Corporation to provide prior to such amendment)do so under applicable Law. In the event of any proceeding or threatened action, suit, proceeding, investigation or claim (and in which indemnification could be sought by such Indemnified Party hereunder)Proceeding, each Indemnified Party shall will be entitled to advancement of expenses incurred in the defense of any such proceeding or threatened Action the Proceeding from Parent or the Surviving Corporation Company (within 10 days of receipt provided that, if required by Parent or the Surviving Corporation from an applicable Law, any Indemnified Party of a request therefor) to the fullest extent and in the manner permitted by the DGCL and the certificate of incorporation and bylaws of the Company as at the date hereof; provided, that any Person to whom expenses are advanced provides shall have provided an undertaking to repay such advances if it is ultimately finally determined that such Person Indemnified Party is not entitled to indemnification). (bc) Without limitation to clause (a), Parent shall, and SBS shall cause the Surviving Corporation to, purchase prior to the fullest extent permitted by applicable LawEffective Time, include and cause to be maintained in effect in the Surviving Corporation’s (or any successor’s) organizational documents and, for a period of six years after following the Effective Time, provisions regarding elimination the Surviving Company shall maintain, a fully pre-paid six-year tail policy to the current directors’ and officers’ liability insurance policies maintained on the date of liability this Agreement by BMHC for an aggregate cost of directorsno more than $800,000 (exclusive of any premium refund on existing BMHC coverage), which tail policy will cover a period from the Effective Time through and including the date that is six years after the Closing Date with respect to claims arising from facts or events that existed or occurred prior to or at the Effective Time, and indemnification which tail policy shall contain the same coverage and amount as, and contain terms and conditions that are equivalent to the coverage currently provided by the existing policies of BMHC (complete and advancement accurate copies of expenses which shall have been made available to directors and officers of the Company, no less favorable than those contained in the Company’s organizational documents as of the date hereofSBS before such purchase). (cd) In the event that either Parent or the Surviving Corporation Company or any of its 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 of its properties, rights properties and other assets to any Person, then, and in each such case, Parent shall, and shall cause the Surviving Corporation to, cause proper provision to shall be made so that such successor or assign the successors and assigns of the Surviving Company shall expressly assume the obligations set forth in this Section 5.07. (d) Prior to the Effective Time, the Company shall and, if the Company is unable to, Parent shall cause the Surviving Corporation as of the Effective Time to, obtain and fully pay the premium for “tail” insurance policies for the extension of directors’ and officers’ liability insurance, fiduciary liability insurance and employee practices liability insurance (to the extent applicable to directors of the Company as of the date of this Agreement) (collectively, “D&O Insurance”), in each case for a claims reporting or discovery period of six years after the Effective Time (the “Tail Period”) with respect to any claim related to matters existing or occurring at or prior to the Effective Time from the Company’s D&O Insurance carrier as of the date of this Agreement or one or more insurance carriers with the same or better credit rating as such carrier with terms, conditions, retentions and limits of liability that are at least as favorable to the insureds as the Company’s existing policies; provided, however, that in no event shall the premium amount for such policies exceed 300% of the last aggregate annual premium paid by the Company prior to the date hereof. If the Company for any reason fails to obtain or Parent for any reason fails to cause to be obtained such “tail” insurance policies as of the Effective Time, the Surviving Corporation shall, and Parent shall cause the Surviving Corporation to, maintain in effect the current D&O Insurance for the Tail Period, with at least the same coverage and amounts containing terms and conditions that are not less advantageous in the aggregate than such policy with respect to matters arising on or before the Effective Time; provided, however, that after the Effective Time, Parent shall not be required to pay with respect to D&O Insurance in respect of any one policy year annual premiums in excess of 300% of the last annual premium paid by the Company prior to the date hereof in respect of the D&O Insurance coverage required to be obtained pursuant hereto, but in such case shall purchase D&O Insurance with the best overall terms, conditions, retentions and levels of coverage reasonably available for such amount6.06. (e) Notwithstanding anything herein to the contrary, if any proceeding or threatened action, suit, proceeding, investigation or claim (whether arising before, at or after the Effective Time) is instituted against any Indemnified Party on or prior to the sixth anniversary of the Effective Time, the provisions of this Section 5.07 shall continue in effect until the final disposition of such proceeding or threatened action, suit, proceeding, investigation or claim. (f) The provisions of this Section 5.07 are 6.06 (i) intended to be for shall survive the benefit ofconsummation of the Merger and, and will be enforceable from and after (but not before) the Effective Time Time, are intended to benefit, and shall be enforceable by, each any Indemnified Party, his or her heirs and his or her Representatives Party and (ii) are in addition to, and not in substitution for, any other rights to indemnification indemnification, advancement of expenses or contribution contribution, or other similar rights, that any such Person may have by Contract or otherwise.

Indemnification, Exculpation and Insurance. (a) From Parent agrees that all rights to indemnification, advancement of expenses and exculpation from liabilities for acts or omissions occurring at or prior to the Effective Time now existing in favor of the current or former directors, officers or employees of the Company Entities as provided in their respective Organizational Documents and in any indemnification or other similar agreements of any Company Entity, in each case, as in effect on the date of this Agreement, shall continue in full force and effect in accordance with their terms (it being agreed that after the Closing such rights shall be mandatory rather than permissive, if applicable), and Parent shall cause the Surviving Corporation and the Company Subsidiaries to perform their respective obligations thereunder. Parent shall not permit any such indemnification, advancement of expenses or exculpation provision to be amended, repealed or otherwise modified after the Effective Time in any manner that would adversely affect the rights of the Company Indemnified Parties thereunder, unless any such amendment, repeal or modification is required by applicable Law. Without limiting the foregoing, from and after the Effective Time, Parent shall, and shall cause the Surviving Corporation to, indemnify, defend shall indemnify and hold harmless, all past and present directors, officers and employees harmless each individual who was prior to or is as of the date of this Agreement, or who becomes prior to the Effective Time, a director, officer or employee of any Company and its Subsidiaries Entity or who was prior to or is as of the date of this Agreement, or who thereafter commences prior to the Effective Time, serving at the request of any Company Entity as a director, officer or employee of another Person (collectively, the “Company Indemnified Parties”) ), against any costsall claims, expenses (losses, liabilities, damages, judgments, inquiries, fines and reasonable fees, costs and expenses, including attorneys’ fees and expenses and disbursements), judgments, fines, losses, claims damages or liabilities incurred in connection with any claim, action, suit, proceeding or investigationClaim, whether civil, criminal, administrative or investigative, arising out of or pertaining investigative (including with respect to (i) the fact that the Indemnified Party is or was a director, officer, employee or fiduciary of the Company or any of its Subsidiaries or is or was serving at the request of, or to represent the interest of, the Company or any of its Subsidiaries as a director, officer, partner, member, trustee, fiduciary, employee or agent of any other corporation, partnership, joint venture, limited liability company, trust, employee benefit plan or other enterprise, including any charitable or not-for profit public service organization or trade association or (ii) matters existing or occurring at or prior to the Effective Time (including with respect to acts or omissions occurring in connection with this Agreement and the consummation transactions and actions contemplated by this Agreement)), arising out of or pertaining to the transactions contemplated hereby)fact that the Company Indemnified Party is or was a director, officer or employee of any Company Entity or is or was serving at the request of any Company Entity as a director, officer or employee of another Person, whether asserted or claimed prior to, at or after the Effective Time, in each case to the fullest extent permitted by under applicable Law as it presently exists or may hereafter be amended (but, in the case of any such amendment, only to the extent such amendment permits Parent or the Surviving Corporation to provide broader indemnification rights or rights of advancement of expenses than such Law permitted Parent or the Surviving Corporation to provide prior to such amendment)Law. In the event of any proceeding or threatened actionsuch Claim, suit, proceeding, investigation or claim (and in which indemnification could be sought by such Indemnified Party hereunder), i) each Company Indemnified Party shall be entitled to advancement of expenses incurred in the defense of any such proceeding or threatened Action Claim from Parent or the Surviving Corporation within ten (within 10 days of 10) Business Days after receipt by Parent or from the Surviving Corporation from an Company Indemnified Party of a request therefor) to the fullest extent and in the manner permitted by the DGCL and the certificate of incorporation and bylaws of the Company as at the date hereof; provided, provided that any Person to whom expenses are advanced provides an undertaking undertaking, if and only to the extent required by applicable Law or the applicable Company Entity’s Organizational Documents or any applicable indemnification agreement, to repay such advances if it is ultimately determined by final adjudication that such Person person is not entitled to indemnificationindemnification and (ii) Parent and the Surviving Corporation shall cooperate in good faith in the defense of any such matter. (b) Without limitation to clause (a), Parent shall, and shall cause the Surviving Corporation to, to the fullest extent permitted by applicable Law, include and cause to be maintained in effect in the Surviving Corporation’s (or any successor’s) organizational documents for a period of six years after the Effective Time, provisions regarding elimination of liability of directors, and indemnification of and advancement of expenses to directors and officers of the Company, no less favorable than those contained in the Company’s organizational documents as of the date hereof. (c) In the event that either Parent or the Surviving Corporation or any of its successors or assigns (i) consolidates with or merges into any other Person and is not the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers or conveys all or substantially all of its properties, rights and other assets to any Person, then, and in each such case, Parent shall, and shall cause or the Surviving Corporation toCorporation, as applicable, shall cause proper provision to be made so that such successor the successors and assigns of Parent or assign shall expressly the Surviving Corporation, as applicable, assume the obligations covenants and agreements set forth in this Section 5.076.10. (dc) Prior to For a period of six (6) years from and after the Effective Time, the Company shall and, if the Company is unable to, Parent shall cause the Surviving Corporation as of the Effective Time to, obtain and fully pay the premium for “tail” insurance policies for the extension of directors’ and officers’ liability insurance, fiduciary liability insurance and employee practices liability insurance (to the extent applicable to directors of the Company as of the date of this Agreement) (collectively, “D&O Insurance”), in each case for a claims reporting or discovery period of six years after the Effective Time (the “Tail Period”) with respect to any claim related to matters existing or occurring at or prior to the Effective Time from the Company’s D&O Insurance carrier as of the date of this Agreement or one or more insurance carriers with the same or better credit rating as such carrier with terms, conditions, retentions and limits of liability that are at least as favorable to the insureds as the Company’s existing policies; provided, however, that in no event shall the premium amount for such policies exceed 300% of the last aggregate annual premium paid by the Company prior to the date hereof. If the Company for any reason fails to obtain or Parent for any reason fails to cause to be obtained such “tail” insurance policies as of the Effective Time, the Surviving Corporation shall, and Parent shall cause the Surviving Corporation to, maintain in effect the current D&O Insurance policies of directors’ and officers’ liability insurance and fiduciary liability insurance maintained by the Company or its Subsidiaries or provide substitute policies for the Tail PeriodCompany and its current and former directors and officers who are currently covered by the directors’ and officers’ and fiduciary liability insurance coverage currently maintained by the Company, with at least in either case, of not less than the same existing coverage and amounts containing having other terms and conditions that are not less advantageous in favorable to the aggregate insured persons than such policy the directors’ and officers’ liability insurance and fiduciary liability insurance coverage currently maintained by the Company with respect to matters claims arising from facts or events that occurred on or before the Effective Time; providedTime (with insurance carriers having a comparable credit rating to the Company’s current insurance carrier with respect to directors’ and officers’ liability insurance and fiduciary liability insurance), however, except that after in no event shall the Effective Time, Parent shall not Surviving Corporation be required to pay with respect to D&O Insurance such insurance policies in respect of any one (1) policy year annual premiums in excess of more than 300% of the last aggregate annual premium most recently paid by the Company prior to the date hereof of this Agreement (the “Maximum Amount”), and, if Parent or the Surviving Corporation is unable to obtain the insurance required by this Section 6.10(c), Parent or the Surviving Corporation shall obtain as much comparable insurance as possible for the years within such six (6) year period for an annual premium equal to the Maximum Amount, in respect of each policy year within such period. In lieu of such insurance, prior to the D&O Insurance Closing Date the Company may, at its option, purchase a “tail” directors’ and officers’ liability insurance policy and fiduciary liability insurance policy for the Company and its current and former directors, officers and employees who are currently covered by the directors’ and officers’ and fiduciary liability insurance coverage required currently maintained by the Company, such tail insurance to be obtained pursuant heretoprovide coverage in an amount not less than the existing coverage and to have other terms not less favorable to the insured persons than the directors’ and officers’ liability insurance and fiduciary liability insurance coverage currently maintained by the Company with respect to claims arising from facts or events that occurred on or before the Effective Time for a period of not less than six (6) years after the Closing Date; provided that in no event shall the cost of any such tail insurance in respect of any one (1) policy year exceed the Maximum Amount. Parent shall cause the Surviving Corporation to maintain such policies in full force and effect for the applicable period of time specified in this Section 6.10, but in such case shall purchase D&O Insurance with and continue to honor the best overall terms, conditions, retentions and levels of coverage reasonably available for such amountobligations thereunder. (e) Notwithstanding anything herein to the contrary, if any proceeding or threatened action, suit, proceeding, investigation or claim (whether arising before, at or after the Effective Time) is instituted against any Indemnified Party on or prior to the sixth anniversary of the Effective Time, the provisions of this Section 5.07 shall continue in effect until the final disposition of such proceeding or threatened action, suit, proceeding, investigation or claim. (fd) The provisions of this Section 5.07 are 6.10 (i) shall survive consummation of the Merger, (ii) are intended to be for the benefit of, and will shall be enforceable from and after the Effective Time by, each indemnified or insured party (including the Company Indemnified PartyParties), his or her heirs and his or her Representatives representatives, all of which, are express third-party beneficiaries of this Section 6.10 and (iiiii) are in addition to, and not in substitution for, any other rights to indemnification or contribution that any such Person may have by Contract contract or otherwise. (e) From and after the Effective Time, Parent shall cause the Surviving Corporation and the Company Subsidiaries to perform all of their respective obligations under this Section 6.10.

Indemnification, Exculpation and Insurance. (a) From and after the Effective Time, Parent shall, and shall cause the Surviving Corporation to, indemnify, defend and hold harmless, all past and present directors, officers and employees of the Company and its Subsidiaries (collectively, the “Indemnified Parties”) against any costs, expenses (including attorneys’ fees and expenses and disbursements), judgments, fines, losses, claims damages or liabilities incurred in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of or pertaining to (i) the fact that the Indemnified Party is or was a director, officer, employee or fiduciary of the Company or any of its Subsidiaries or is or was serving at the request of, or to represent the interest of, the Company or any of its Subsidiaries as a director, officer, partner, member, trustee, fiduciary, employee or agent of any other corporation, partnership, joint venture, limited liability company, trust, employee benefit plan or other enterprise, including any charitable or not-for profit public service organization or trade association or (ii) matters existing or occurring at or prior to the Effective Time (including with respect to acts or omissions occurring in connection with this Agreement and the consummation of the transactions contemplated hereby), whether asserted or claimed prior to, at or after the Effective Time, in each case to the fullest extent permitted by applicable Law as it presently exists or may hereafter be amended (but, in the case of any such amendment, only to the extent such amendment permits Parent or the Surviving Corporation to provide broader indemnification rights or rights of advancement of expenses than such Law permitted Parent or the Surviving Corporation to provide prior to such amendment). In the event of any proceeding or threatened action, suit, proceeding, investigation or claim (and in which indemnification could be sought by such Indemnified Party hereunder), each Indemnified Party shall be entitled to advancement of expenses incurred in the defense of any such proceeding or threatened Action from Parent or the Surviving Corporation (within 10 days of receipt by Parent or the Surviving Corporation from an Indemnified Party of a request therefor) to the fullest extent and in the manner permitted by the DGCL and the certificate of incorporation and bylaws of the Company as at the date hereof; provided, that any Person to whom expenses are advanced provides an undertaking to repay such advances if it is ultimately determined that such Person is not entitled to indemnification. (b) Without limitation to clause (a), Parent shall, and shall cause the Surviving Corporation to, to the fullest extent permitted by applicable Law, include and cause to be maintained in effect in the Surviving Corporation’s (or any successor’s) organizational documents for a period of six years after the Effective Time, provisions regarding elimination of liability of directors, and indemnification of and advancement of expenses to directors and officers of the Company, no less favorable than those contained in the Company’s organizational documents as of the date hereof. (c) In the event that either Parent or the Surviving Corporation or any of its successors or assigns (i) consolidates with or merges into any other Person and is not the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers or conveys all or substantially all of its properties, rights and other assets to any Person, then, and in each such case, Parent shall, and shall cause the Surviving Corporation to, cause proper provision to be made so that such successor or assign shall expressly assume the obligations set forth in this Section ‎Section 5.07. (d) Prior to the Effective Time, the Company shall and, if the Company is unable to, Parent shall cause the Surviving Corporation as of the Effective Time to, obtain and fully pay the premium for “tail” insurance policies for the extension of directors’ and officers’ liability insurance, fiduciary liability insurance and employee practices liability insurance (to the extent applicable to directors of the Company as of the date of this Agreement) (collectively, “D&O Insurance”), in each case for a claims reporting or discovery period of six years after the Effective Time (the “Tail Period”) with respect to any claim related to matters existing or occurring at or prior to the Effective Time from the Company’s D&O Insurance carrier as of the date of this Agreement or one or more insurance carriers with the same or better credit rating as such carrier with terms, conditions, retentions and limits of liability that are at least as favorable to the insureds as the Company’s existing policies; provided, however, that in no event shall the premium amount for such policies exceed 300% of the last aggregate annual premium paid by the Company prior to the date hereof. If the Company for any reason fails to obtain or Parent for any reason fails to cause to be obtained such “tail” insurance policies as of the Effective Time, the Surviving Corporation shall, and Parent shall cause the Surviving Corporation to, maintain in effect the current D&O Insurance for the Tail Period, with at least the same coverage and amounts containing terms and conditions that are not less advantageous in the aggregate than such policy with respect to matters arising on or before the Effective Time; provided, however, that after the Effective Time, Parent shall not be required to pay with respect to D&O Insurance in respect of any one policy year annual premiums in excess of 300% of the last annual premium paid by the Company prior to the date hereof in respect of the D&O Insurance coverage required to be obtained pursuant hereto, but in such case shall purchase D&O Insurance with the best overall terms, conditions, retentions and levels of coverage reasonably available for such amount. (e) Notwithstanding anything herein to the contrary, if any proceeding or threatened action, suit, proceeding, investigation or claim (whether arising before, at or after the Effective Time) is instituted against any Indemnified Party on or prior to the sixth anniversary of the Effective Time, the provisions of this Section ‎Section 5.07 shall continue in effect until the final disposition of such proceeding or threatened action, suit, proceeding, investigation or claim. (f) The provisions of this Section ‎Section 5.07 are (i) intended to be for the benefit of, and will be enforceable from and after the Effective Time by, each Indemnified Party, his or her heirs and his or her Representatives and (ii) in addition to, and not in substitution for, any other rights to indemnification or contribution that any such Person may have by Contract or otherwise.

Indemnification, Exculpation and Insurance. (a) From and after the Effective TimeParent agrees that all rights to indemnification, Parent shall, and shall cause the Surviving Corporation to, indemnify, defend and hold harmless, all past and present directors, officers and employees advancement of the Company and its Subsidiaries (collectively, the “Indemnified Parties”) against any costs, expenses (including attorneys’ fees and expenses and disbursements), judgments, fines, losses, claims damages exculpation from liabilities for acts or liabilities incurred in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of or pertaining to (i) the fact that the Indemnified Party is or was a director, officer, employee or fiduciary of the Company or any of its Subsidiaries or is or was serving at the request of, or to represent the interest of, the Company or any of its Subsidiaries as a director, officer, partner, member, trustee, fiduciary, employee or agent of any other corporation, partnership, joint venture, limited liability company, trust, employee benefit plan or other enterprise, including any charitable or not-for profit public service organization or trade association or (ii) matters existing or omissions occurring at or prior to the Effective Time (including now existing in favor of the current or former directors and officers of the Company Entities as provided in their respective Organizational Documents and any indemnification or other similar agreements of any Company Entity, in each case, as in effect on the date of this Agreement, shall continue in full force and effect in accordance with respect to acts or omissions occurring in connection with this Agreement their terms, following the Effective Time, and Parent shall, following the Effective Time, cause the Surviving Corporation and the consummation Company Subsidiaries to perform their respective obligations thereunder. For a period of six (6) years from and after the Effective Time, Parent shall not permit any such indemnification, advancement of expenses or exculpation provision to be amended, repealed or otherwise modified after the Effective Time in any manner that would adversely affect the rights of the transactions contemplated herebyCompany Indemnified Parties thereunder, unless any such amendment, repeal or modification is required by applicable Law. Without limiting the foregoing, for a period of six (6) years from and after the Effective Time, Parent and the Surviving Corporation shall indemnify and hold harmless each individual who was prior to or is as of the date of this Agreement, or who becomes prior to the Effective Time, a director or officer of any Company Entity and the heirs and personal representatives of each of the foregoing (the “Company Indemnified Parties”), against all claims, losses, liabilities, damages, judgments, inquiries, fines and reasonable fees, costs and expenses, including attorneys’ fees and disbursements, arising out of or pertaining to the fact that the Company Indemnified Party is or was a director or officer of any Company Entity, whether asserted or claimed prior to, at or after the Effective Time, in each case to the fullest extent permitted by under applicable Law as it presently exists or may hereafter be amended (but, in the case of any such amendment, only to the extent such amendment permits Parent or the Surviving Corporation to provide broader indemnification rights or rights of advancement of expenses than such Law permitted Parent or the Surviving Corporation to provide prior to such amendment). In the event of any proceeding or threatened action, suit, proceeding, investigation or claim (and in which indemnification could be sought by such Indemnified Party hereunder), each Indemnified Party shall be entitled to advancement of expenses incurred in the defense of any such proceeding or threatened Action from Parent or the Surviving Corporation (within 10 days of receipt by Parent or the Surviving Corporation from an Indemnified Party of a request therefor) to the fullest extent and in the manner permitted by the DGCL and the certificate of incorporation and bylaws of the Company as at the date hereof; provided, that any Person to whom expenses are advanced provides an undertaking to repay such advances if it is ultimately determined that such Person is not entitled to indemnificationLaw. (b) Without limitation to clause (a), Parent shall, and shall cause the Surviving Corporation to, to the fullest extent permitted by applicable Law, include and cause to be maintained in effect in the Surviving Corporation’s (or any successor’s) organizational documents for a period of six years after the Effective Time, provisions regarding elimination of liability of directors, and indemnification of and advancement of expenses to directors and officers of the Company, no less favorable than those contained in the Company’s organizational documents as of the date hereof. (c) In the event that either Parent or the Surviving Corporation or any of its their respective successors or assigns (i) consolidates with or merges into any other Person and is 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, rights properties and other assets to any Person, then, and in each such case, Parent shall, and shall cause the Surviving Corporation to, cause proper provision to shall be made so that such successor the successors or assign assigns of Parent or the Surviving Corporation, as the case may be, shall expressly assume the obligations set forth in this Section 5.075.10. (dc) Prior to For a period of six (6) years from and after the Effective Time, the Company shall and, if the Company is unable to, Parent shall cause the Surviving Corporation as of the Effective Time to, obtain and fully pay the premium for “tail” insurance policies for the extension of directors’ and officers’ liability insurance, fiduciary liability insurance and employee practices liability insurance (to the extent applicable to directors of the Company as of the date of this Agreement) (collectively, “D&O Insurance”), in each case for a claims reporting or discovery period of six years after the Effective Time (the “Tail Period”) with respect to any claim related to matters existing or occurring at or prior to the Effective Time from the Company’s D&O Insurance carrier as of the date of this Agreement or one or more insurance carriers with the same or better credit rating as such carrier with terms, conditions, retentions and limits of liability that are at least as favorable to the insureds as the Company’s existing policies; provided, however, that in no event shall the premium amount for such policies exceed 300% of the last aggregate annual premium paid by the Company prior to the date hereof. If the Company for any reason fails to obtain or Parent for any reason fails to cause to be obtained such “tail” insurance policies as of the Effective Time, the Surviving Corporation shall, and Parent shall cause the Surviving Corporation to, maintain in effect the current D&O Insurance policies of directors’ and officers’ liability insurance and fiduciary liability insurance maintained by the Company or its Subsidiaries or provide substitute policies for the Tail PeriodCompany and its current and former directors, with at least officers, employees and agents who are currently covered by the same directors’ and officers’ and fiduciary liability insurance coverage currently maintained by the Company, in either case, of not less than the existing coverage and amounts containing having other terms and conditions that are not less advantageous in favorable to the aggregate insured persons than such policy the directors’ and officers’ liability insurance and fiduciary liability insurance coverage currently maintained by the Company with respect to matters claims arising from facts or events that occurred on or before the Effective Time; provided, however, except that after in no event shall the Effective Time, Parent shall not Surviving Corporation be required to pay with respect to D&O Insurance such insurance policies in respect of any one (1) policy year annual premiums in excess of more than three hundred percent (300% %) of the last aggregate annual premium most recently paid by the Company prior to the date hereof of this Agreement (the “Maximum Amount”) and, if Parent or the Surviving Corporation is unable to obtain the insurance required by this Section 5.10(c), Parent or the Surviving Corporation shall obtain as much comparable insurance as possible for the years within such six (6) year period for an annual premium equal to the Maximum Amount, in respect of each policy year within such period. In lieu of such insurance, prior to the D&O Insurance Closing Date the Company may, at its option, obtain and fully pay for a non-cancellable “tail” directors’ and officers’ liability insurance policy and fiduciary liability insurance policy for the Company and its current and former directors and officers who are currently covered by the directors’ and officers’ and fiduciary liability insurance coverage required currently maintained by the Company, such tail insurance to be obtained pursuant heretoprovide coverage in an amount not less than the existing coverage and to have other terms not less favorable to the insured persons than the directors’ and officers’ liability insurance and fiduciary liability insurance coverage currently maintained by the Company with respect to claims arising from facts or events that occurred on or before the Effective Time for a period of not less than six (6) years after the Closing Date; provided, but that in no event shall the cost of any such case tail insurance in respect of any one (1) policy year exceed the Maximum Amount. Parent shall purchase D&O Insurance with cause the best overall termsSurviving Corporation to maintain such policies in full force and effect, conditions, retentions and levels of coverage reasonably available for such amountcontinue to honor the obligations thereunder. (e) Notwithstanding anything herein to the contrary, if any proceeding or threatened action, suit, proceeding, investigation or claim (whether arising before, at or after the Effective Time) is instituted against any Indemnified Party on or prior to the sixth anniversary of the Effective Time, the provisions of this Section 5.07 shall continue in effect until the final disposition of such proceeding or threatened action, suit, proceeding, investigation or claim. (fd) The provisions of this Section 5.07 are 5.10 (i) shall survive consummation of the Merger, (ii) are intended to be for the benefit of, and will shall be enforceable from and after the Effective Time by, each indemnified or insured party (including the Company Indemnified PartyParties), his or her heirs heirs, successors, assigns and his or her Representatives representatives, all of which, are express third-party beneficiaries of this Section 5.10 and (iiiii) are in addition to, and not in substitution for, any other rights to indemnification or contribution that any such Person may have by Contract contract or otherwiseotherwise including under the Organizational Documents. Unless required by applicable Law, this Section 5.10 may not be amended, altered or repealed in such a manner as to adversely affect the rights of any Company Indemnified Party or any of their successors, assigns or heirs without the prior written consent of the affected Company Indemnified Party. (e) From and after the Effective Time, Parent shall guarantee the prompt payment and performance of the obligations of the Surviving Corporation and the Company Subsidiaries under this Section 5.10.

Indemnification, Exculpation and Insurance. (a) From and after the Effective Time, Parent shallthe Surviving Corporation will, and shall Parent will cause the Surviving Corporation to, (i) indemnify, defend and hold harmless, to the fullest extent permitted by applicable Law, all past and present directors, directors and officers and employees of the Company and its Subsidiaries any Company Subsidiary and all fiduciaries under any Company Benefit Plan (collectivelyeach, the together with such person’s heirs, executors or administrators, a “Company Indemnified PartiesParty”) against any costs, expenses (including reasonable attorneys’ fees and expenses and disbursements), judgments, fines, losses, claims claims, damages or liabilities incurred in connection with to the extent related to any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of or pertaining to (i) the fact that the Company Indemnified Party is or was a director, officer, employee director or fiduciary officer of the Company or any of its the Company Subsidiaries or a fiduciary under any Company Benefit Plan or is or was serving at the request of, or to represent the interest of, of the Company or any of its the Company Subsidiaries as a director, officer, partner, member, trustee, fiduciary, employee director or agent officer of any other corporation, limited liability company, partnership, joint venture, limited liability company, trust, employee benefit plan trust or other enterprise, business or non-profit enterprise (including any charitable or not-for profit public service organization or trade association or (iiCompany Benefit Plan) matters existing or occurring at or prior to the Effective Time whether asserted or claimed prior to, at or after the Effective Time (including with respect to acts or omissions occurring in connection with this Agreement the Transaction Agreements and the consummation of the transactions contemplated herebyTransactions). Subject to applicable Law, whether asserted or claimed prior to, at or after the Effective Time, in each case to the fullest extent permitted by applicable Law as it presently exists or may hereafter be amended (but, in the case of any such amendment, only to the extent such amendment permits Parent or the Surviving Corporation to provide broader indemnification rights or rights of advancement of expenses than such Law permitted will, and Parent or will cause the Surviving Corporation to provide prior to such amendment). In to, pay the event fees and expenses of a Company Indemnified Party (including reasonable attorneys’ fees and expenses and disbursements) in advance of the final disposition of any proceeding or threatened action, suit, proceedingproceeding or investigation that is the subject of the right to indemnification under this Section 6.04(a); provided, investigation or claim (and in which indemnification could be sought by however, that such Company Indemnified Party hereunder), each Indemnified Party shall be entitled undertakes to advancement of expenses incurred in the defense of any such proceeding or threatened Action from Parent or reimburse the Surviving Corporation (within 10 days for all amounts so advanced if a court of receipt competent jurisdiction determines by Parent or the Surviving Corporation from an a final, nonappealable order that such Company Indemnified Party of a request therefor) to the fullest extent and in the manner permitted by the DGCL and the certificate of incorporation and bylaws of the Company as at the date hereof; provided, that any Person to whom expenses are advanced provides an undertaking to repay such advances if it is ultimately determined that such Person is not entitled to indemnification. (b) Without limitation to clause (a)From and after the Effective Time, Parent shallthe Surviving Corporation and its Subsidiaries will, and shall Parent will cause the Surviving Corporation and its Subsidiaries to, honor (i) all rights to indemnification, advancement of expenses and exculpation (as applicable) of each Company Indemnified Party and each past and present employee of the Company and any Company Subsidiary as provided in their respective certificates of incorporation or bylaws (or comparable organizational documents) as in effect on the date of this Agreement and (ii) all rights to indemnification and advancement of expenses of each Company Indemnified Party and each past and present employee of the Company and any Company Subsidiary as provided in any Contract with the Company or one of its Subsidiaries. A true and complete copy of each such Contract has been provided by the Company to Parent prior to the fullest extent permitted by applicable Law, include and cause to be maintained in effect in the Surviving Corporation’s date of this Agreement. (or any successor’sc) organizational documents for For a period of six years after from the Effective Time, provisions regarding elimination of liability the Surviving Corporation will maintain, and Parent will cause to be maintained, in effect the coverage provided by the policies of directors, ’ and indemnification of officers’ liability insurance and advancement of expenses to directors and officers of the Company, no less favorable than those contained fiduciary liability insurance in the Company’s organizational documents effect as of the date hereofof this Agreement by the Company and its Subsidiaries from a carrier with the same or better credit ratings to the Company’s existing directors’ and officers’ insurance and fiduciary liability insurance policy carrier and with terms, conditions, retentions and levels of coverage not less favorable to the insured Persons than the directors’ and officers’ liability insurance and fiduciary liability insurance coverage currently maintained by the Company with respect to claims arising from facts, events, acts or omissions that occurred on or before the Effective Time, except that in no event will Parent be required to pay an annual premium for such insurance in excess of 250% of the aggregate annual premium payable by the Company for such insurance policy for the year ended December 31, 2013 (the “Maximum Amount”); provided, however, that if such insurance can only be obtained at an annual premium in excess of the Maximum Amount, Parent will obtain the policy of directors’ and officers’ insurance with the greatest coverage available for an annual premium equal to the Maximum Amount. In lieu of the foregoing, the Company may in its discretion purchase, and Parent may in its discretion purchase if the Company declines to do so, a “tail” directors’ and officers’ liability insurance and fiduciary liability insurance policy covering the six-year period from and after the Effective Time from a carrier with the same or better credit ratings to the Company’s existing directors’ and officers’ insurance and fiduciary liability insurance policy carrier and with terms, conditions, retentions and levels of coverage not less favorable to the insured Persons than the directors’ and officers’ liability insurance and fiduciary liability insurance coverage currently maintained by the Company with respect to claims arising from facts, events, acts or omissions that occurred on or before the Effective Time, provided that without Parent’s consent, the cost of such “tail” policy will not exceed the Maximum Amount. (cd) In the event that either Parent or Parent, the Surviving Corporation or any of its 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 of its properties, rights properties and other assets to any Person, then, and in each such case, Parent shall, and shall cause or the Surviving Corporation to, will cause proper provision to be made so that such successor the successors and assigns of Parent or assign shall expressly the Surviving Corporation, as the case may be, assume the obligations set forth in this Section 5.07. (d) Prior to the Effective Time, the Company shall and, if the Company is unable to, Parent shall cause the Surviving Corporation as of the Effective Time to, obtain and fully pay the premium for “tail” insurance policies for the extension of directors’ and officers’ liability insurance, fiduciary liability insurance and employee practices liability insurance (to the extent applicable to directors of the Company as of the date of this Agreement) (collectively, “D&O Insurance”), in each case for a claims reporting or discovery period of six years after the Effective Time (the “Tail Period”) with respect to any claim related to matters existing or occurring at or prior to the Effective Time from the Company’s D&O Insurance carrier as of the date of this Agreement or one or more insurance carriers with the same or better credit rating as such carrier with terms, conditions, retentions and limits of liability that are at least as favorable to the insureds as the Company’s existing policies; provided, however, that in no event shall the premium amount for such policies exceed 300% of the last aggregate annual premium paid by the Company prior to the date hereof. If the Company for any reason fails to obtain or Parent for any reason fails to cause to be obtained such “tail” insurance policies as of the Effective Time, the Surviving Corporation shall, and Parent shall cause the Surviving Corporation to, maintain in effect the current D&O Insurance for the Tail Period, with at least the same coverage and amounts containing terms and conditions that are not less advantageous in the aggregate than such policy with respect to matters arising on or before the Effective Time; provided, however, that after the Effective Time, Parent shall not be required to pay with respect to D&O Insurance in respect of any one policy year annual premiums in excess of 300% of the last annual premium paid by the Company prior to the date hereof in respect of the D&O Insurance coverage required to be obtained pursuant hereto, but in such case shall purchase D&O Insurance with the best overall terms, conditions, retentions and levels of coverage reasonably available for such amount6.04. (e) Notwithstanding anything herein to the contrary, if any proceeding or threatened action, suit, proceeding, investigation or claim (whether arising before, at or after the Effective Time) is instituted against any Indemnified Party on or prior to the sixth anniversary of the Effective Time, the provisions of this Section 5.07 shall continue in effect until the final disposition of such proceeding or threatened action, suit, proceeding, investigation or claim. (f) The provisions of this Section 5.07 are 6.04 will (i) survive consummation of the Merger, (ii) are intended to be for the benefit of, and will be enforceable from and after the Effective Time by, each indemnified or insured party (including the Company Indemnified PartyParties), his or her heirs and his or her Representatives representatives and (iiiii) are in addition to, and not in substitution for, any other rights to indemnification or contribution that any such Person may have by Contract Law, contract or otherwise.

Indemnification, Exculpation and Insurance. (a) From Rubicon Project agrees that all rights to indemnification and after the Effective Time, Parent shall, and shall cause the Surviving Corporation to, indemnify, defend and hold harmless, all past and present directors, officers and employees of the Company and its Subsidiaries (collectively, the “Indemnified Parties”) against any costs, expenses (including attorneys’ fees and expenses and disbursements), judgments, fines, losses, claims damages or liabilities incurred in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of or pertaining to (i) the fact that the Indemnified Party is or was a director, officer, employee or fiduciary of the Company or any of its Subsidiaries or is or was serving at the request of, or to represent the interest of, the Company or any of its Subsidiaries as a director, officer, partner, member, trustee, fiduciary, employee or agent of any other corporation, partnership, joint venture, limited liability company, trust, employee benefit plan or other enterpriseexculpation from liabilities, including any charitable advancement of expenses, for acts or not-for profit public service organization or trade association or (ii) matters existing or omissions occurring at or prior to the Effective Time now existing in favor of the current or former directors, officers or employees of Telaria (including the “D&O Indemnified Parties”) as provided in the Certificate of Incorporation of Telaria, the Bylaws of Telaria or any indemnification contract between such directors, officers or employees and Telaria (in each case, as in effect on the date of this Agreement or entered after the date of this Agreement in accordance with Section 5.1(a)) shall survive the Merger and shall continue in full force and effect, it being the intent of the parties that the D&O Indemnified Parties shall continue to be entitled to such exculpation and indemnification to the full extent of Applicable Law. For a period of six (6) years from the Effective Time, the Surviving Corporation shall, and Rubicon Project shall cause the Surviving Corporation to, maintain in effect the exculpation, indemnification and advancement of expenses equivalent to the provisions of the Certificate of Incorporation of Telaria and the Bylaws of Telaria as in effect immediately prior to the Effective Time with respect to acts or omissions occurring prior to the Effective Time and shall not amend, repeal or otherwise modify any such provisions in any manner that would adversely affect the rights thereunder of any D&O Indemnified Parties; provided that all rights to indemnification in respect of any claim made for indemnification within such period shall continue until the disposition of such action or resolution of such claim. From and after the Effective Time, Rubicon Project shall guarantee and stand surety for, and shall cause the Surviving Corporation to honor, in accordance with their respective terms, each of the covenants contained in this Section 6.4. (b) Prior to the Effective Time, Telaria shall or, if Telaria is unable to, Rubicon Project shall cause the Surviving Corporation as of or after the Effective Time to, purchase a six (6)-year prepaid “tail” policy, with terms, conditions, retentions and limits of liability that are no less favorable than the coverage provided under Telaria’s existing policies of directors’ and officers’ liability insurance and fiduciary liability insurance, with respect to matters arising on or before the Effective Time (including in connection with this Agreement and the consummation transactions or actions contemplated by this Agreement), and Rubicon Project shall cause such policy to be maintained in full force and effect, for its full term, and cause all obligations thereunder to be honored by the Surviving Corporation, and no other party shall have any further obligation to purchase or pay for insurance hereunder; provided that Telaria shall not pay, and the Surviving Corporation shall not be required to pay, in excess of 300% of the transactions contemplated hereby), whether asserted last annual premium paid by Telaria prior to the date of this Agreement in respect of such “tail” policy. If Telaria or claimed the Surviving Corporation for any reason fail to obtain such “tail” insurance policies prior to, at as of or after the Effective Time, in each case to the fullest extent permitted by applicable Law as it presently exists or may hereafter be amended (but, in the case of any such amendment, only to the extent such amendment permits Parent or the Surviving Corporation to provide broader indemnification rights or rights of advancement of expenses than such Law permitted Parent or the Surviving Corporation to provide prior to such amendment). In the event of any proceeding or threatened action, suit, proceeding, investigation or claim (and in which indemnification could be sought by such Indemnified Party hereunder), each Indemnified Party shall be entitled to advancement of expenses incurred in the defense of any such proceeding or threatened Action from Parent or the Surviving Corporation (within 10 days of receipt by Parent or the Surviving Corporation from an Indemnified Party of a request therefor) to the fullest extent and in the manner permitted by the DGCL and the certificate of incorporation and bylaws of the Company as at the date hereof; provided, that any Person to whom expenses are advanced provides an undertaking to repay such advances if it is ultimately determined that such Person is not entitled to indemnification. (b) Without limitation to clause (a), Parent Rubicon Project shall, and shall cause the Surviving Corporation to, to the fullest extent permitted by applicable Law, include and cause to be maintained in effect in the Surviving Corporation’s (or any successor’s) organizational documents for a period of six (6) years from the Effective Time, cause the Surviving Corporation to maintain in effect the current policies of directors’ and officers’ liability insurance and fiduciary liability insurance maintained by Telaria with respect to matters arising on or before the Effective Time; provided that, after the Effective Time, provisions regarding elimination Rubicon Project shall not be required to pay in any one year a premium in excess of liability of directors, and indemnification of and advancement of expenses to directors and officers 300% of the Company, no less favorable than those contained last annual premium paid by Telaria prior to the date of this Agreement in the Company’s organizational documents as respect of the date hereofcoverage required to be obtained pursuant hereto, but in such case shall purchase as much coverage as reasonably practicable for such amount. (c) The covenants contained in this Section 6.4 are intended to be for the benefit of, and shall be enforceable by, each of the D&O Indemnified Parties and their respective heirs and shall not be deemed exclusive of any other rights to which any such Person is entitled, whether pursuant to Applicable Law, contract or otherwise. The obligations set forth in this Section 6.4 may not be terminated, modified or amended in any manner that adversely affects any D&O Indemnified Party. (d) In the event that either Parent Rubicon Project or the Surviving Corporation or any of its their respective successors or assigns (i) consolidates with or merges into any other Person and is 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, rights properties and other assets to any Person, then, and in each such case, Parent shall, and shall cause the Surviving Corporation to, cause proper provision to shall be made so that such successor the successors or assign assigns of Rubicon Project or the Surviving Corporation, as the case may be, shall expressly assume the obligations set forth in this Section 5.07. (d) Prior to the Effective Time, the Company shall and, if the Company is unable to, Parent shall cause 6.4. The obligations of the Surviving Corporation as of the Effective Time to, obtain and fully pay the premium for “tail” insurance policies for the extension of directors’ and officers’ liability insurance, fiduciary liability insurance and employee practices liability insurance (Rubicon Project pursuant to the extent applicable to directors of the Company as of the date of this Agreement) (collectively, “D&O Insurance”), in each case for a claims reporting or discovery period of six years after the Effective Time (the “Tail Period”) with respect to any claim related to matters existing or occurring at or prior to the Effective Time from the Company’s D&O Insurance carrier as of the date of this Agreement or one or more insurance carriers with the same or better credit rating as such carrier with terms, conditions, retentions and limits of liability that are at least as favorable to the insureds as the Company’s existing policies; provided, however, that in no event shall the premium amount for such policies exceed 300% of the last aggregate annual premium paid by the Company prior to the date hereof. If the Company for any reason fails to obtain or Parent for any reason fails to cause to be obtained such “tail” insurance policies as of the Effective Time, the Surviving Corporation shall, and Parent shall cause the Surviving Corporation to, maintain in effect the current D&O Insurance for the Tail Period, with at least the same coverage and amounts containing terms and conditions that are not less advantageous in the aggregate than such policy with respect to matters arising on or before the Effective Time; provided, however, that after the Effective Time, Parent shall not be required to pay with respect to D&O Insurance in respect of any one policy year annual premiums in excess of 300% of the last annual premium paid by the Company prior to the date hereof in respect of the D&O Insurance coverage required to be obtained pursuant hereto, but in such case shall purchase D&O Insurance with the best overall terms, conditions, retentions and levels of coverage reasonably available for such amount. (e) Notwithstanding anything herein to the contrary, if any proceeding or threatened action, suit, proceeding, investigation or claim (whether arising before, at or after the Effective Time) is instituted against any Indemnified Party on or prior to the sixth anniversary of the Effective Time, the provisions of this Section 5.07 6.4 shall continue in effect until the final disposition of such proceeding or threatened action, suit, proceeding, investigation or claimbe joint and several. (f) The provisions of this Section 5.07 are (i) intended to be for the benefit of, and will be enforceable from and after the Effective Time by, each Indemnified Party, his or her heirs and his or her Representatives and (ii) in addition to, and not in substitution for, any other rights to indemnification or contribution that any such Person may have by Contract or otherwise.

Indemnification, Exculpation and Insurance. (a) From Parent shall cause all rights to indemnification and after exculpation from liabilities for acts or omissions occurring at or prior to the Effective TimeTime now existing in favor of the current or former directors or employees or officers of the Company (each such Person being an "INDEMNIFIED PARTY") as ----------------- provided in the Company's Certificate of Incorporation, Parent shallBylaws or any indemnification agreement between such directors or officers and the Company (in each case, and shall cause as in effect on the date hereof) to be assumed by the Surviving Corporation toin the Merger, indemnifywithout further action, defend as of the Effective Time and such rights shall survive the Merger and shall continue in full force and effect in accordance with their terms. Without limiting the foregoing, Parent shall indemnify and hold harmless, and provide advancement of expenses to, all past and present directors, officers and employees of the Company and its Subsidiaries (collectivelyin all of their capacities) to the fullest extent permitted by the Company's Certificate of Incorporation, Bylaws or any indemnification agreement between such directors, officers and employees for acts or omissions occurring at or prior to the “Indemnified Parties”) against any costs, expenses Effective Time (including attorneys’ fees and expenses and disbursements), judgments, fines, losses, claims damages for acts or liabilities incurred omissions occurring in connection with the approval of this Agreement and the transactions contemplated hereby). (b) Any Indemnified Party wishing to claim indemnification under paragraph (a) of this Section 5.7 shall promptly notify the Surviving Corporation, upon learning of any such claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out but the failure to so notify shall not relieve the Surviving Corporation of or pertaining any liability it may have to (i) the fact that the such Indemnified Party is or was a director, officer, employee or fiduciary of the Company or any of its Subsidiaries or is or was serving at the request of, or to represent the interest of, the Company or any of its Subsidiaries as a director, officer, partner, member, trustee, fiduciary, employee or agent of any other corporation, partnership, joint venture, limited liability company, trust, employee benefit plan or other enterprise, including any charitable or not-for profit public service organization or trade association or (ii) matters existing or occurring at or prior to the Effective Time (including with respect to acts or omissions occurring in connection with this Agreement and the consummation of the transactions contemplated hereby), whether asserted or claimed prior to, at or after the Effective Time, in each case to the fullest extent permitted by applicable Law as it presently exists or may hereafter be amended (but, in the case of any such amendment, only to the extent such amendment permits Parent or failure does not materially prejudice the Surviving Corporation to provide broader indemnification rights or rights of advancement of expenses than such Law permitted Parent or the Corporation. The Surviving Corporation to provide prior to such amendment). In the event of any proceeding or threatened actionmay, suit, proceeding, investigation or claim at its own expense: (and in which indemnification could be sought by such Indemnified Party hereunder), each Indemnified Party shall be entitled to advancement of expenses incurred i) participate in the defense of any claim, suit, action or proceeding; or (ii) at any time during the course of any such proceeding claim, suit, action or threatened Action from proceeding, assume the defense thereof, unless the Indemnified Parties (or any of them) determine in good faith (after consultation with legal counsel) that there is, under applicable standards of professional conduct, a conflict or any significant issue between the positions of Parent or and any of such Indemnified Parties, provided that the Surviving Corporation's counsel shall be reasonably satisfactory to the Indemnified Parties. If the Surviving Corporation assumes such defense, the Indemnified Parties shall have the right (within 10 days of receipt but not the obligation) to participate in the defense thereof and to employ counsel, at their own expense, separate from the counsel employed by Parent the Surviving Corporation. Whether or not the Surviving Corporation from an chooses to assume the defense of any such claim, suit, action or proceeding, the Surviving Corporation and Parent shall cooperate in the defense thereof. If the Surviving Corporation fails to so assume the defense thereof, the Indemnified Party of a request therefor) Parties may retain counsel reasonably satisfactory to the fullest extent and in the manner permitted by the DGCL Surviving Corporation and the certificate Surviving Corporation shall pay the reasonable fees and expenses of incorporation and bylaws of such counsel promptly after statements therefor are received; provided that the Company as at the date hereof; provided, that any Person to whom Indemnified Parties on whose behalf expenses are advanced provides provide (x) a written affirmation of their good faith belief that the standard of conduct necessary for indemnification under Section 145 of the DGCL has been met, and (y) an undertaking to repay such advances if it is ultimately determined that such Person Indemnified Party is not entitled to indemnification. (b) Without limitation to clause (a), indemnification under Section 145 of the DGCL. Neither Parent shall, and shall cause nor the Surviving Corporation toshall be liable for any settlement effected without its written consent (which consent shall not be unreasonably withheld or delayed); provided that, to the fullest extent permitted by applicable Law, include and cause to be maintained in effect in the Surviving Corporation’s (event that any claim or any successor’s) organizational documents claims for indemnification are asserted or made within such a period of six years after the Effective Time, provisions regarding elimination all rights to indemnification in respect of liability any such claim or claims (and the matters giving rise thereto) shall continue until the disposition of directorsany and all such claim or claims (and the matters giving rise thereto). The Indemnified Parties as a group may retain only one law firm (in addition to local counsel) to represent them with respect to a single action unless any Indemnified Party determines in good faith (after consultation with legal counsel) that there is, and indemnification under applicable standards of and advancement professional conduct, a conflict on any significant issue between the positions of expenses to directors and officers of the Company, no less favorable than those contained in the Company’s organizational documents as of the date hereof. (c) any two or more Indemnified Parties. In the event that either Parent or the Surviving Corporation or any of its their respective successors or assigns (i) consolidates with or merges into any other Person and is shall not be the continuing or surviving corporation or entity of such consolidation or merger merger, or (ii) transfers or conveys all or substantially all of its properties, rights properties and other assets to any Person, then, and in each such case, Parent shallto the extent necessary to effectuate the purposes of this Section 5.7, and shall cause the Surviving Corporation to, cause proper provision to shall be made so that such successor or assign shall expressly the successors and assigns of Parent and the Surviving Corporation assume the obligations set forth in this Section 5.075.7, and none of the actions described in clause (i) or (ii) shall be taken until such provision is made. Nothing in this Section 5.7(b) is intended to modify adversely any existing rights to indemnification of an Indemnified Party from the Company. (dc) Prior to For six years after the Effective Time, the Company shall and, if the Company is unable to, Parent shall cause the Surviving Corporation to maintain in effect the Company's current officers', directors' and employees' liability insurance in respect of acts or omissions occurring at or prior to the Effective Time, covering each Person currently covered by the Company's officers' and directors' liability insurance policy (a copy of which has been heretofore delivered to Parent), on terms with respect to such coverage and amount no less favorable than those of such policy in effect on the date hereof; PROVIDED that Parent may substitute therefor policies of Parent containing terms with respect to coverage and amount no less favorable to such directors and officers; provided, however, that in satisfying its obligation under this Section 5.7(b) Parent shall not be obligated to pay annual premiums in excess of 200% of the amount per annum paid by the Company in its last full fiscal year; and provided further that if Parent is not able to obtain such coverage for such 200% amount, Parent shall nevertheless be obligated to provide such coverage as may be obtained annually for such 200% amount and provided further that notwithstanding the foregoing, the Surviving Corporation may satisfy its obligations under this Section 5.7(c) by purchasing a "tail" policy under the Company's existing directors' and officers' insurance policy that (i) has an effective term of six years from the Effective Time, (ii) covers those Persons who are currently covered, or will be covered on or prior to the Effective Time, by the Company's directors' and officers' insurance policy in effect on the date hereof for actions and omissions occurring on or prior to the Effective Time to, obtain and fully pay (iii) contains terms and conditions (including without limitation coverage amounts) that are at least as favorable in the premium for “tail” insurance policies for aggregate as the extension terms and conditions of the Company's directors’ ' and officers’ liability insurance' insurance policy in effect on the date hereof. (d) The Certificate of Incorporation and Bylaws of the Surviving Corporation shall contain, fiduciary liability insurance and employee practices liability insurance (Parent shall cause the Surviving Corporation to fulfill and honor, provisions with respect to indemnification and exculpation that are substantially identical to those set forth in the extent applicable to directors certificate of incorporation and bylaws of the Company as of the date of this Agreement) (collectively, “D&O Insurance”)which provisions shall not be amended, in each case repealed or otherwise modified for a claims reporting or discovery period of six years after from the Effective Time (in any manner that would adversely affect the “Tail Period”) with respect to rights thereunder of any claim related to matters existing or occurring at or prior to the Effective Time from the Company’s D&O Insurance carrier as of the date of this Agreement or one or more insurance carriers with the same or better credit rating as such carrier with terms, conditions, retentions and limits of liability that are at least as favorable to the insureds as the Company’s existing policies; provided, however, that in no event shall the premium amount for such policies exceed 300% of the last aggregate annual premium paid by the Company prior to the date hereof. If the Company for any reason fails to obtain or Parent for any reason fails to cause to be obtained such “tail” insurance policies as of the Effective Time, the Surviving Corporation shall, and Parent shall cause the Surviving Corporation to, maintain in effect the current D&O Insurance for the Tail Period, with at least the same coverage and amounts containing terms and conditions that are not less advantageous in the aggregate than such policy with respect to matters arising on or before the Effective Time; provided, however, that after the Effective Time, Parent shall not be required to pay with respect to D&O Insurance in respect of any one policy year annual premiums in excess of 300% of the last annual premium paid by the Company prior to the date hereof in respect of the D&O Insurance coverage required to be obtained pursuant hereto, but in such case shall purchase D&O Insurance with the best overall terms, conditions, retentions and levels of coverage reasonably available for such amountIndemnified Parties. (e) Notwithstanding anything herein The obligations of Parent or the Surviving Corporation under this Section 5.7 are subject to the contrary, if conditions that each Indemnified Party shall comply with the reasonable requests of the Surviving Corporation or Parent in defending or settling any proceeding or threatened action, suit, proceeding, investigation or claim (whether arising before, at or after the Effective Time) is instituted against action hereunder and that any Indemnified Party on shall approve any proposed settlement of any such action if (i) such settlement involves no finding or prior to admission of any liability by any Indemnified Party, and (ii) the sixth anniversary of sole relief provided in connection with such settlement is monetary damages that are paid in full by the Effective Time, the provisions of this Section 5.07 shall continue in effect until the final disposition of such proceeding Surviving Corporation or threatened action, suit, proceeding, investigation or claimParent. (f) The provisions of this Section 5.07 5.7 are (i) intended to be for the benefit of, and will be enforceable from and after the Effective Time by, each Indemnified Party, his or her heirs and his or her Representatives 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 contract or otherwise. Parent hereby guarantees the performance by Surviving Corporation of its obligations under this Section 5.7.

Indemnification, Exculpation and Insurance. (a) From and after Without limiting any additional rights that any employee may have under any agreement or Company Plan, from the Effective TimeTime through the sixth anniversary of the date on which the Effective Time occurs, Parent shall, and or shall cause the Surviving Corporation to, indemnify, defend indemnify and hold harmless, all past harmless each present (as of the Effective Time) and present directors, officers and employees former officer or director of the Company and its Subsidiaries (collectively, the “Indemnified Parties”) ), against any costsall claims, expenses (losses, liabilities, damages, judgments, inquiries, fines, amounts paid in settlement and reasonable fees, costs and expenses, including attorneys’ fees and expenses and disbursements), judgments, fines, losses, claims damages or liabilities disbursements incurred in connection with any claim, action, suit, proceeding pending or investigationthreatened Action, whether civil, criminal, administrative or investigative, arising out of or of, pertaining to or by reason of (i) the fact that the Indemnified Party is or was a an officer director, officeremployee, employee fiduciary or fiduciary agent of the Company or any of its Subsidiaries or, while a director, officer or employee of the Company or its Subsidiaries, is or was serving at the request of, or to represent the interest of, of the Company or any of its Subsidiaries as a director, officer, partner, member, trustee, fiduciary, employee or agent of any other corporation, another corporation or of another corporation or of a partnership, joint venture, limited liability company, trust, employee benefit plan enterprise or other enterprise, including any charitable or not-for profit public service organization or trade association nonprofit entity or (ii) matters existing or occurring at or prior to the Effective Time (including with respect to acts or omissions occurring in connection with this Agreement and the consummation of the transactions and actions contemplated hereby), whether asserted or claimed prior to, at or after the Effective Time, in each case to the fullest extent permitted by under applicable Law and the Company Charter and Company Bylaws as it presently exists of the date hereof or may hereafter be amended (but, iii) in connection with the case enforcement of any Indemnified Party’s rights under this Section 5.13 by such amendment, only to the extent such amendment permits Parent Indemnified Party or the Surviving Corporation to provide broader indemnification rights his or rights of advancement of expenses than such Law permitted Parent her heirs or the Surviving Corporation to provide prior to such amendment)legal representatives. In the event of any such pending or threatened Action, including any such Action to enforce any Indemnified Party’s rights under this Section 5.13, (A) each Indemnified Party shall be entitled to advancement of expenses (including attorneys’ fees and expenses) incurred in connection with such Action from Parent and the Surviving Corporation to the fullest extent permitted under applicable Law and the Company Charter and Company Bylaws as of the date hereof; provided, that any Person to whom expenses are advanced provides an undertaking, if and only to the extent required by DGCL or the Company Charter or Company Bylaws, to repay such advances if it is ultimately determined that such Person is not entitled to indemnification under this Agreement or any Law, Contract or other source for which indemnification may be available, (B) neither Parent nor the Surviving Corporation shall settle, compromise or consent to the entry of any judgment in any proceeding or threatened action, suit, proceeding, investigation or claim (and in which indemnification could be sought by such Indemnified Party hereunder), each unless such settlement, compromise or consent includes an unconditional release of such Indemnified Party from all liability arising out of such action, suit, proceeding, investigation or claim or such Indemnified Party otherwise consents in writing (such consent not to be unreasonably withheld), and (C) the Surviving Corporation and the Indemnified Party shall be entitled to advancement of expenses incurred reasonably cooperate in the defense of any such proceeding or threatened Action from Parent or the Surviving Corporation (within 10 days of receipt by Parent or the Surviving Corporation from an Indemnified Party of a request therefor) to the fullest extent and in the manner permitted by the DGCL and the certificate of incorporation and bylaws of the Company as at the date hereof; provided, that any Person to whom expenses are advanced provides an undertaking to repay such advances if it is ultimately determined that such Person is not entitled to indemnificationmatter. (b) Without limitation to clause (a), Parent shall, and shall cause the Surviving Corporation to, to the fullest extent permitted Except as may be required by applicable Law, include Parent and cause to be maintained in effect in the Surviving Corporation’s (or any successor’s) organizational documents for a period of six years after the Effective Time, provisions regarding elimination of liability of directors, and indemnification of and advancement of expenses to directors and officers of the Company, no less favorable than those contained in the Company’s organizational documents as of the date hereof. (c) In the event that either Parent or the Surviving Corporation or any of its successors or assigns (i) consolidates with or merges into any other Person and is not the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers or conveys all or substantially all of its properties, rights and other assets to any Person, then, and in each such case, Parent shall, and shall cause the Surviving Corporation to, cause proper provision to be made so that such successor or assign shall expressly assume the obligations set forth in this Section 5.07. (d) Prior to the Effective Time, the Company shall and, if the Company is unable to, Parent shall cause the Surviving Corporation as of the Effective Time to, obtain agree that all rights to indemnification and fully pay the premium exculpation from liabilities for “tail” insurance policies for the extension of directors’ and officers’ liability insurance, fiduciary liability insurance and employee practices liability insurance (to the extent applicable to directors of the Company as of the date of this Agreement) (collectively, “D&O Insurance”), in each case for a claims reporting acts or discovery period of six years after the Effective Time (the “Tail Period”) with respect to any claim related to matters existing or omissions occurring at or prior to the Effective Time from and rights to advancement of expenses relating thereto now existing in favor of any Indemnified Party as provided in the Company’s D&O Insurance carrier Company Charter and Company Bylaws (or comparable organizational documents of its Subsidiaries) as of the date hereof, or in any indemnification agreement between such Indemnified Party and the Company or any of this Agreement its Subsidiaries in effect on the date hereof and disclosed in Section 5.13(b) of the Company Disclosure Letter shall survive the Merger and continue in full force and effect, and shall not be amended, repealed or one or more insurance carriers with the same or better credit rating as otherwise modified in any manner that would adversely affect any right thereunder of any such carrier with terms, conditions, retentions and limits of liability that are at least as favorable to the insureds as Indemnified Party. (c) At the Company’s existing policiesoption, the Company may purchase, prior to the Effective Time, a six-year prepaid “tail policy” on terms and conditions (in both amount and scope) providing substantially equivalent benefits as the current policies of directors’ and officers’ liability insurance and fiduciary liability insurance maintained by the Company and its Subsidiaries with respect to matters arising on or before the Effective Time, covering without limitation the transactions contemplated hereby; provided, howeverthat the Company shall consult with Parent in connection with any purchase of any such tail pre-paid policy and, without the approval of Parent, the maximum amount that in no event the Company may spend to purchases a “tail policy” is 300% of such last annual premium, the Surviving Corporation shall purchase the premium maximum amount of coverage that can be obtained for such policies exceed 300% of the last aggregate annual premium paid by the Company prior to the date hereofhereof in respect of directors’ and officers’ liability insurance and fiduciary liability insurance. If such tail prepaid policy has been obtained by the Company prior to the Effective Time, Parent shall cause such policy to be maintained in full force and effect, for its full term, and cause all obligations thereunder to be honored by the Surviving Corporation. If the Company for any reason fails has not purchased such tail policy prior to obtain or Parent for any reason fails to cause to be obtained such “tail” insurance policies as of the Effective Time, for a period of six years from the Surviving Corporation shallEffective Time, and Parent shall either cause to be maintained in effect the current policies of directors’ and officers’ liability insurance and fiduciary liability insurance maintained by the Company and its Subsidiaries or cause to be provided substitute policies or purchase or cause the Surviving Corporation toto purchase, maintain a “tail policy,” in effect the current D&O Insurance for the Tail Period, with either case of at least the same coverage and amounts containing terms and conditions that are not less advantageous in the aggregate than such policy with respect to matters arising on or before the Effective Time; provided, however, that after the Effective Time, Parent shall not be required to pay with respect to D&O Insurance such insurance policies in respect of any one policy year annual premiums in excess of 300% of the last annual premium paid by the Company prior to the date hereof in respect of the D&O Insurance coverage required to be obtained pursuant hereto, but in such case shall purchase D&O Insurance with the best overall terms, conditions, retentions and levels of as much coverage as reasonably available practicable for such amount; provided further, that if the Surviving Corporation purchases a “tail policy” and the coverage thereunder costs more than 300% of such last annual premium, the Surviving Corporation shall purchase the maximum amount of coverage that can be obtained for 300% of such last annual premium. (ed) Notwithstanding anything herein to the contrary, if any proceeding or threatened action, suit, proceeding, investigation or claim Action (whether arising before, at or after the Effective Time) is instituted against any Indemnified Party on or prior to the sixth anniversary of the Effective Time, the provisions of this Section 5.07 5.13 shall continue in effect until the final disposition of such proceeding Action. (e) The indemnification, exculpation and rights to advancement provided for herein shall not be deemed exclusive of any other rights to which an Indemnified Party is entitled, whether pursuant to Law, Contract or threatened actionotherwise. The provisions of this Section 5.13 shall survive the consummation of the Merger and, suitnotwithstanding any other provision of this Agreement that may be to the contrary, proceedingexpressly are intended to benefit, investigation or claimand shall be enforceable by, each of the Indemnified Parties and their respective heirs and legal representatives (and following the Effective Time may not be amended with respect to any Indemnified Party without such Indemnified Party’s prior written consent). (f) The provisions In the event that the Surviving Corporation or Parent or any of this Section 5.07 are their respective successors or assigns (i) intended to consolidates with or merges into any other Person and shall not be for the benefit of, and will be enforceable from and after the Effective Time by, each Indemnified Party, his continuing or her heirs and his surviving corporation or her Representatives and entity of such consolidation or merger or (ii) in addition totransfers or conveys all or substantially all of its properties and assets to any Person (by merger, consolidation, division, operation of law or otherwise), then, and not in substitution foreach such case, any other rights proper provision shall be made so that the successors and assigns of the Surviving Corporation or Parent, as the case may be, shall succeed to indemnification or contribution that any such Person may have by Contract or otherwisethe obligations set forth in this Section 5.13.