Common use of Indemnification, Exculpation and Insurance Clause in Contracts

Indemnification, Exculpation and Insurance. (a) From the Effective Time through the sixth anniversary of the date on which the Effective Time occurs, Parent shall cause the Surviving Corporation to (and be liable for any failure of the Surviving Corporation to), and the Surviving Corporation 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, a director or officer of the Company or any of its subsidiaries (the "Covered Parties"), against all claims, losses, liabilities, damages, judgments, fines and reasonable fees, costs and expenses, including attorneys' fees and disbursements (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 Covered Party is or was an officer or director of the Company or any of its subsidiaries or (ii) matters existing or occurring at or prior to the Effective Time (including this Agreement and the transactions and actions contemplated hereby), whether asserted or claimed prior to, at or after the Effective Time, to the fullest extent permitted under applicable law. Each Covered Party will be entitled to advancement of expenses incurred in the defense of any claim, action, suit, proceeding or investigation from Parent and the Surviving Corporation within ten business days of receipt by Parent or the Surviving Corporation from the Covered Party of a request therefor; provided that any person to whom expenses are advanced provides an undertaking, to the extent required by the DGCL, to repay such advances if it is ultimately determined that such person is not entitled to indemnification. (b) The Certificate of Incorporation and By-laws of the Surviving Corporation shall contain provisions no less favorable with respect to indemnification, advancement of expenses and exculpation of present and former directors, officers, employees and agents of the Company and its subsidiaries than are presently set forth in Articles 8 and 9 of the Certificate of Incorporation and Article V of the By-laws of the Company, which provisions shall not be amended, repealed or otherwise modified for a period of six years from the Effective Time in any manner that would affect adversely the rights thereunder of a Covered Party, unless such modification shall be required by law. (c) Parent shall cause the Surviving Corporation to 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 with respect to matters existing or occurring at or prior to the Effective Time (including the transactions contemplated by this Agreement) (provided that the Surviving Corporation may substitute therefor policies of at least the same coverage (containing terms and conditions that are not less favorable) with respect to matters occurring prior to the Effective Time). (d) Notwithstanding anything herein to the contrary, if any claim, action, suit, proceeding or investigation (whether arising before, at or after the Effective Time) is made against any Covered Party, on or prior to the sixth anniversary of the Effective Time, the provisions of this Section 6.05 shall continue in effect until the final disposition of such claim, action, suit, proceeding or investigation. (e) The covenants contained in this Section are intended to be for the benefit of, and shall be enforceable by, each of the Covered Parties and their respective heirs and legal representatives and shall not be deemed exclusive of any other rights to which a Covered Party is entitled, whether pursuant to law, contract or otherwise. (f) In the event that the Parent or Surviving Corporation or any of its successors or assigns (i) consolidates with or merges into any other person and shall not be the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers or conveys all or substantially all of its properties and assets to any person, then, and in each such case, proper provision shall be made so that the successors or assigns of the Parent or Surviving Corporation, as the case may be, shall succeed to the obligations set forth in this Section 6.05

Indemnification, Exculpation and Insurance. (a) From Without limiting any additional rights that any employee may have under any agreement or Company Plan, from the Effective Time through the sixth anniversary of the date on which the Effective Time occurs, Omron and Parent shall, or shall cause the Surviving Corporation to (and be liable for any failure of the Surviving Corporation to), and the Surviving Corporation 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 present (as of the Effective Time) and former officer, a director or officer employee of the Company or any of and its subsidiaries Subsidiaries (the "Covered “Indemnified Parties"”), against all claims, losses, liabilities, damages, judgments, inquiries, fines and reasonable fees, costs and expenses, including reasonable attorneys' ’ fees and disbursements (collectively, "“Costs"”), 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 Covered Indemnified Party is or was an officer officer, director or director employee of the Company or any of its subsidiaries Subsidiaries or (ii) matters existing or occurring at or prior to the Effective Time (including this Agreement and 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 and in the manner permitted under applicable lawby the DGCL and the Company Charter and Company Bylaws as at the date hereof. Each Covered In the event of any such Action, (A) each Indemnified Party will shall be entitled to advancement of expenses incurred in the defense of any claim, action, suit, proceeding or investigation Action from Parent and the Surviving Corporation within ten business days of receipt by Parent or the Surviving Corporation from to the Covered Party of a request thereforfullest extent and in the manner permitted by the DGCL and the Company Charter and Company Bylaws as at the date hereof; provided provided, that any person Person to whom expenses are advanced provides an undertaking, to the extent required by the DGCL, undertaking to repay such advances if it is ultimately determined that such person Person is not entitled to indemnification, (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), 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 cooperate in the defense of any such matter. (b) The Certificate of Incorporation Except as may be required by applicable Law, Omron, Parent and By-laws of the Surviving Corporation shall contain provisions no less favorable with respect Company agree that all rights to indemnification, indemnification and exculpation from liabilities for acts or omissions occurring at or prior to the Effective Time and rights to advancement of expenses and exculpation relating thereto now existing in favor of present and former directors, officers, employees and agents any Indemnified Party as provided in the certificate of incorporation or bylaws (or comparable organizational documents) of the Company and its subsidiaries than are presently set forth Subsidiaries or in Articles 8 any indemnification agreement between such Indemnified Party and 9 the Company or any of its Subsidiaries shall survive the Merger and continue in full force and effect until the expiration of the Certificate applicable statute of Incorporation limitations with respect to any claims against such directors or officers arising out of such acts or omissions, except as otherwise required by applicable Law, and Article V of the By-laws of the Company, which provisions shall not be amended, repealed or otherwise modified for in any manner that would adversely affect any right thereunder of any such Indemnified Party. (c) For a period of six years from the Effective Time in any manner that would affect adversely the rights thereunder of a Covered PartyTime, unless such modification shall be required by law. (c) Parent shall either cause to be maintained in effect the current policies 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) maintained by the Company and its Subsidiaries or cause to be provided substitute policies or purchase or cause the Surviving Corporation to maintainpurchase, at no expense to the beneficiaries, a “tail policy,” in effect for six years from the Effective Time, the current policies of the directors' and officers' liability insurance maintained by the Company with respect to matters existing or occurring at or prior to the Effective Time (including the transactions contemplated by this Agreement) (provided that the Surviving Corporation may substitute therefor policies either case of at least the same coverage (and amounts containing terms and conditions that are not less favorable) advantageous in the aggregate than such policy with respect to matters occurring arising on or before the Effective Time; provided, however, that after the Effective Time, Parent shall not be required to pay with respect to 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 coverage required to be obtained pursuant hereto, but in such case shall purchase as much coverage as reasonably practicable for such amount; provided further, that if the Surviving Corporation purchases a “tail policy” and the coverage thereunder costs more than 300% (per coverage year) of such last annual premium, the Surviving Corporation shall purchase the maximum amount of coverage that can be obtained for 300% (per coverage year) of such last annual premium. At the Company’s option, 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, fiduciary liability insurance and employee practices liability insurance (to the extent applicable to directors of the Company as of the date of this Agreement) 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 tail prepaid policy has been obtained by the Company prior to the Effective Time, then (i) Parent shall not be required to purchase or cause to be purchased any substitute policy or “tail policy,” and (b) Parent shall cause such policy to be paid and maintained in full force and effect, for its full term, and cause all obligations thereunder to be honored by the Surviving Corporation and any successor thereof. (d) Notwithstanding anything herein to the contrary, if any claim, action, suit, proceeding or investigation Action (whether arising before, at or after the Effective Time) is made instituted against any Covered Party, Indemnified Party on or prior to the sixth anniversary of the Effective Time, the provisions of this Section 6.05 6.9 shall continue in effect until the final disposition of such claim, action, suit, proceeding or investigationAction. (e) The covenants contained in this Section are intended to be indemnification provided for the benefit of, and shall be enforceable by, each of the Covered Parties and their respective heirs and legal representatives and herein shall not be deemed exclusive of any other rights to which a Covered an Indemnified Party is entitled, whether pursuant to lawLaw, contract Contract or otherwise. The provisions of this Section 6.9 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 the Parent or Surviving Corporation Corporation, Parent, Omron or any of its their respective successors or assigns (i) consolidates with or merges into any other person Person and shall not be the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers or conveys all or substantially all a majority of its properties and assets to any personPerson, then, and in each such case, proper provision shall be made so that the successors or and assigns of the Surviving Corporation or Parent or Surviving CorporationOmron, as the case may be, shall succeed to the obligations set forth in this Section 6.056.9.

Indemnification, Exculpation and Insurance. (a) From and after the Effective Time through Time, the sixth anniversary of the date on which the Effective Time occurs, Parent Company shall cause the Surviving Corporation to (and be liable for any failure of the Surviving Corporation to), and the Surviving Corporation shall, indemnify and hold harmless each person the individuals who is now, or has been at any time prior to the date hereof, or who becomes prior to the Effective Time, a director or officer of the Company or any of its subsidiaries (the "Covered Parties"), against all claims, losses, liabilities, damages, judgments, fines and reasonable fees, costs and expenses, including attorneys' fees and disbursements (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 Covered Party is or was an officer or director of the Company or any of its subsidiaries or (ii) matters existing or occurring at or prior to the Effective Time were directors or officers of OJSAC (including this Agreement and collectively, the transactions and actions contemplated hereby), whether asserted "Indemnitees") with respect to all acts or claimed omissions by them in their capacities as such or taken at the request of the Company or such subsidiaries at any time prior to, at or after to the Effective Time, to the fullest extent (A) permitted by the Company Charter Documents and the Subsidiary Documents of such subsidiaries as currently in effect and (B) permitted under applicable law. Each Covered Party will be entitled to advancement of expenses incurred Law. (b) An Indemnitee shall notify the Company in the defense writing promptly upon learning of any claim, action, suit, proceeding proceeding, investigation or investigation from Parent and the Surviving Corporation within ten business days other matter in respect of receipt by Parent or the Surviving Corporation from the Covered Party of a request therefor; which such indemnification may be sought, provided that any person the failure to whom expenses are advanced provides an undertaking, provide such notice shall not relieve the Company of its obligations under this Section 5.01 except to the extent required by that it is materially prejudiced as a result of such failure. The Company shall have the DGCLright, but not the obligation, to repay such advances if it is ultimately determined that such person is not entitled control the defense of, including the investigation of, and corrective action required to indemnification. be undertaken in response to, any litigation, claim or proceeding (beach, a "Claim") The Certificate of Incorporation and By-laws of the Surviving Corporation shall contain provisions no less favorable relating to any acts or omissions covered under this Section 5.01 with respect to indemnification, advancement of expenses and exculpation of present and former directors, officers, employees and agents of the Company and its subsidiaries than are presently set forth in Articles 8 and 9 of the Certificate of Incorporation and Article V of the By-laws of counsel selected by the Company, which provisions counsel shall be reasonably acceptable to the Indemnitee (and, if the Company shall have assumed such defense, it shall not be amendedliable for the fees or expenses of any separate counsel retained by the Indemnitee); provided, repealed or otherwise modified for a period of six years from however, that the Effective Time in any manner that would affect adversely the rights thereunder of a Covered Party, unless such modification Indemnitee shall be required by lawpermitted to participate in the defense of such Claim at his or her own expense. Notwithstanding anything to the contrary, in no event shall the Company be liable for any settlement or compromise effected without its written consent. (c) Parent shall cause In the Surviving Corporation event any Claim is asserted or made, any determination required to maintain, at no expense be made with respect to whether an Indemnitee's conduct complies with the beneficiaries, in effect for six years from the Effective Timestandards set forth under applicable Law, the current policies of applicable Company Charter Documents and Subsidiary Documents as the directors' and officers' liability insurance maintained case may be, shall be made by independent legal counsel selected by the Company with respect to matters existing or occurring at or prior and reasonably acceptable to the Effective Time (including the transactions contemplated by this Agreement) (Indemnitee; provided that nothing in this Section 5.01 shall impair any rights of any current or former director or officer of the Surviving Corporation may substitute therefor policies of at least the same coverage (containing terms and conditions that are not less favorable) with respect to matters occurring prior Company or such subsidiaries, including pursuant to the Effective Time)respective Company Charter Documents and the Subsidiary Documents of such subsidiaries, under applicable Law or otherwise. (d) Notwithstanding anything herein to the contrary, if any claim, action, suit, proceeding or investigation (whether arising before, at or after the Effective Time) is made against any Covered Party, on or prior to the sixth anniversary Each of the Effective TimeCompany and the Indemnitees shall cooperate in the defense of any Claim and shall provide access to properties and individuals as reasonably requested and furnish or cause to be furnished records, the provisions of this Section 6.05 shall continue information and testimony, and attend such conferences, discovery proceedings, hearings, trials or appeals, as may be reasonably requested in effect until the final disposition of such claim, action, suit, proceeding or investigationconnection therewith. (e) The covenants contained in obligations of the Company under this Section 5.01 shall not be terminated or modified in such a manner as to adversely affect the rights of any Indemnitee to whom this Section 5.01 applies unless (x) such termination or modification is required by applicable Law or (y) the affected Indemnitee shall have consented to such termination or modification (it being expressly agreed that the Indemnitees to whom this Section 5.01 applies shall be third party beneficiaries of this Section 5.01). The provisions of this Section 5.01 are (i) intended to be for the benefit of, and shall be enforceable by, each of the Covered Parties and their respective Indemnitee, his or her heirs and legal his or her representatives and shall (ii) in addition to, and not be deemed exclusive of in substitution for, any other rights to which a Covered Party is entitled, whether pursuant to law, indemnification or contribution that any such Person may have by contract or otherwise. (f) In the event that the Parent or Surviving Corporation Company or any of its successors or assigns (i) consolidates with or merges into any other person Person and shall is 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 personPerson, then, and in each such case, proper provision shall be made so that the successors or and assigns of the Parent or Surviving Corporation, as the case may be, Company shall succeed to assume all of the obligations thereof set forth in this Section 6.055.01.

Indemnification, Exculpation and Insurance. (a) From For a period of six (6) years from and after the Effective Time through the sixth anniversary Date, each of the date on which the Effective Time occurs, Parent shall cause the Surviving Corporation to (and be liable for any failure of the Surviving Corporation to), and the Surviving Corporation shallCompany shall (jointly and severally), to the fullest extent permitted under applicable Law, indemnify and hold harmless (and advance funds in respect of each person who is now, or has been at any time prior to of the date hereof, or who becomes prior to the Effective Time, a foregoing and costs of defense to) each current and former director or officer of the Company or any of its subsidiaries the Acquired Companies (the "Covered Parties"each, together with such individual’s heirs, executors or administrators, an “Indemnified Party”), in each case against all any losses, claims, lossesdamages, liabilities, damagesfees and expenses (including attorneys’ fees and disbursements), judgments, fines and reasonable fees, costs and expenses, including attorneys' fees and disbursements amounts paid in settlement (collectively, "Costs"), 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 Covered such Indemnified Party is or was an officer officer, director or director fiduciary of any of the Company or any of its subsidiaries or (ii) matters existing or occurring Acquired Companies at or prior to the Effective Time Time. For a period of six (including this Agreement 6) years from and the transactions and actions contemplated hereby), whether asserted or claimed prior to, at or after the Effective Time, to the fullest extent permitted under applicable law. Each Covered Party will be entitled to Surviving Company shall, and Parent shall cause the Surviving Company to, maintain in effect the exculpation, indemnification and advancement of expenses incurred in equivalent to the defense provisions of the charter and bylaws (or equivalent organizational documents) of any Acquired Company as in effect immediately prior to the Effective Time with respect to acts or omissions occurring, or alleged to have occurred, 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 Indemnified Party; 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 or resolution of such claim. From and after the Effective Time, actionParent shall guarantee and stand surety for, suit, proceeding or investigation from Parent and shall cause the Surviving Corporation within ten business days to honor, in accordance with their respective terms, each of receipt by Parent or the Surviving Corporation from the Covered Party of a request therefor; provided that any person to whom expenses are advanced provides an undertaking, to the extent required by the DGCL, to repay such advances if it is ultimately determined that such person is not entitled to indemnificationcovenants contained in this Section 5.9. (b) The Certificate Company shall obtain, at or prior to the Effective Time, and Parent shall cooperate with the Company in connection with the Company obtaining, prepaid (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 Incorporation and By-laws of not less than six (6) years from the Surviving Corporation shall contain provisions Effective Time (collectively, the “Continuing D&O Insurance”) that are no less favorable with respect to indemnificationthe insureds (including as to terms, advancement coverages, conditions, retentions and limits of expenses liability) to the Company’s existing policy or, if substantially similar insurance coverage is unavailable, the best available coverage, and exculpation Parent shall cause the Surviving Company to maintain such policies in full force and effect for the full term of present six (6) years and former directorscause all obligations thereunder to be honored by the Surviving Company; provided, officershowever, employees and agents 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 (the “Company’s Current Premium”). If the Company and its subsidiaries than are presently set forth in Articles 8 and 9 of for any reason fails to obtain such Continuing D&O Insurance at or prior to the Certificate of Incorporation and Article V of the By-laws of the CompanyEffective Time, which provisions shall not be amendedParent shall, repealed or otherwise modified for a period of six years from the Effective Time in any manner that would affect adversely the rights thereunder of a Covered Party, unless such modification shall be required by law. (c6) Parent shall cause the Surviving Corporation to maintain, at no expense to the beneficiaries, in effect for six years from the Effective Time, cause the Surviving Company to maintain in effect the then-current policies of the directors' ’ and officers' ’ insurance and indemnification and fiduciary liability insurance policies maintained by the Company with respect to matters existing acts, omissions or occurring at or prior to the Effective Time (including the transactions contemplated by this Agreement) (provided that the Surviving Corporation may substitute therefor policies of at least the same coverage (containing terms and conditions that are not less favorable) with respect to matters events occurring prior to the Effective Time). (d) Notwithstanding anything herein to the contrary; provided, if any claim, action, suit, proceeding or investigation (whether arising before, at or that after the Effective Time, Parent shall not be required to pay annual premiums for such directors’ and officers’ insurance and indemnification policies in excess of an aggregate amount of three hundred fifty percent (350%) is made against any Covered Party, on or of the last annual premiums paid by the Company prior to the sixth anniversary date of this Agreement for its existing directors’ and officers’ insurance and indemnification policies and annual premiums for such fiduciary liability insurance in excess of an aggregate amount of three hundred fifty percent (350%) of the Effective Time, last annual premiums paid by the provisions Company prior to the date of this Section 6.05 Agreement for its existing fiduciary liability insurance policies, but in each such case shall continue in effect until the final disposition of purchase as much coverage as reasonably practicable for each such claim, action, suit, proceeding or investigationrespective three hundred fifty percent (350%) aggregate amount. (ec) The covenants contained in this Section are intended to be for If Parent, the benefit of, and shall be enforceable by, each of the Covered Parties and their respective heirs and legal representatives and shall not be deemed exclusive of any other rights to which a Covered Party is entitled, whether pursuant to law, contract or otherwise. (f) In the event that the Parent or Surviving Corporation Company or any of its their respective successors or assigns (i) consolidates with or merges into any other person Person and shall is 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 personassets, then, and in each such case, proper provision Parent and the Surviving Company shall be made so ensure that such surviving corporation or entity or the successors transferees of such properties or assigns of the Parent or Surviving Corporation, as the case may be, shall succeed to assets assume the obligations set forth in this Section 6.055.9. (d) The rights of each Indemnified Party under this Section 5.9 shall be in addition to any rights such Person may have under the certificate of incorporation or bylaws 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 the date of this Agreement, or under applicable Law. The provisions of this Section 5.9 and the rights provided hereby shall survive consummation of Merger I and Merger II and are intended to benefit, and shall be enforceable by, each Indemnified Party.

Indemnification, Exculpation and Insurance. (a) From Without limiting any additional rights that any director or employee may have under the Company Constituent Documents, any agreement or Company Plan, from and after the Effective Time through the sixth (6th) anniversary of the date on which the Effective Time occurs, Parent shall, and shall cause the Surviving Corporation to (and be liable for any failure of the Surviving Corporation to), and the Surviving Corporation shall, indemnify and hold harmless each person who is nowharmless, or has been at any time prior to the date hereof, or who becomes prior fullest extent permitted under applicable Law (and Parent shall also advance expenses as incurred to the Effective Timefullest extent permitted under applicable Law, a subject to the immediately following sentence), each present and each former officer or director or officer of the Company or any of its subsidiaries Subsidiaries (and each Person who may become an officer or director of the "Covered Company or a Company Subsidiary between the date of this Agreement and the Effective Time) (collectively, the “Indemnified Parties"”), against all claimsany costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, liabilitiesclaims, damages, judgments, fines and reasonable fees, costs and expenses, including attorneys' fees and disbursements (collectively, "Costs"), 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 related to (i) the fact that the Covered Party is or was an such Indemnified Party’s service as a director, officer or director employee of the Company or any its Subsidiaries or services performed by such persons at the request of the Company or its subsidiaries or (ii) matters existing or occurring Subsidiaries at or prior to the Effective Time (including this Agreement and the transactions and actions contemplated hereby)Time, whether asserted or claimed prior to, at or after the Effective Time, including (i) the Merger and the other transactions contemplated by this Agreement and (ii) actions to enforce this Section 5.9 or any other indemnification or advancement right of any Indemnified Party. Notwithstanding anything to the fullest extent permitted under applicable law. Each Covered Party will be entitled contrary herein (but subject to advancement of expenses incurred any superior rights contained in the defense Company Constituent Documents (or, as relevant, those of the applicable Subsidiary of the Company) or applicable indemnification agreements to which any claimAcquired Company is a party), actionprior to making any advance in respect of the indemnification obligations set forth in this Section 5.9, suit, proceeding or investigation from Parent and the Surviving Corporation within ten business days of receipt by Parent or the Surviving Corporation from the Covered Party of a request therefor; provided that any person to whom expenses are advanced provides an undertaking, to the extent required by the DGCL, Person who is requesting such advance shall agree to repay such advances if it is ultimately determined that such person Person is not entitled to indemnificationindemnification in respect of the matter for which such advance was made. (b) The Certificate Except as may be required by applicable Law, Parent and the Company agree that for a period of Incorporation six (6) years from the Effective Time, all rights to indemnification and By-laws of exculpation from liabilities for acts or omissions occurring at or prior to the Surviving Corporation shall contain provisions no less favorable with respect Effective Time and rights to indemnification, advancement of expenses and exculpation relating thereto now existing in favor of present and former directors, officers, employees and agents of any Indemnified Party as provided in the Company Constituent Documents (or, as relevant, the organizational documents of any Company Subsidiary) or in any indemnification agreement between such Indemnified Party and the Company or any of its subsidiaries than are presently set forth Subsidiaries shall survive the Merger and continue in Articles 8 full force and 9 effect, and for a period of six (6) years from the Certificate of Incorporation and Article V of the By-laws of the Company, which provisions Effective Time 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 adversely the rights any right thereunder of a Covered any such Indemnified Party, unless such modification shall be required by law. (c) Prior to the Effective Time, the Company shall and, if the Company is unable to, Parent shall cause the Surviving Corporation to maintainas of the Effective Time to, at no expense to obtain and fully pay the beneficiariespremium for the extension of (i) the directors’ and officers’ liability coverage of the Company’s existing directors’ and officers’ insurance policies, and (ii) the Company’s existing fiduciary liability insurance policies, in effect each case for a claims reporting or discovery period of at least six (6) years from and after the Effective Time, Time from one or more insurance carriers with the current policies same or better credit rating as the Company’s insurance carrier as of the directors' and officers' liability insurance maintained by the Company date hereof with respect to matters directors’ and officers’ liability insurance and fiduciary liability insurance (collectively, “D&O Insurance”) with terms, conditions, retentions and limits of liability that are at least as favorable to the insureds as the Company’s existing policies with respect to any actual or occurring alleged error, misstatement, misleading statement, act, omission, neglect, breach of duty or any matter claimed against a director or officer of the Company or any of its Subsidiaries by reason of him or her serving in such capacity that existed or occurred at or prior to the Effective Time (including in connection with this Agreement or the transactions or actions contemplated by this Agreement) (provided hereby); provided, however, that in no event shall the Company expend, nor shall Parent or the Surviving Corporation may substitute therefor be required to expend, for such policies pursuant to this sentence an amount in excess of 300% of the annual premiums currently paid by the Company as of the date hereof for such insurance as set forth on Section 5.9(c) of the Company Disclosure Letter. If the Company and the Surviving Corporation for any reason fail to obtain such “tail” insurance policy as of the Effective Time, the Surviving Corporation shall, and Parent shall cause the Surviving Corporation to, continue to maintain in effect for a period of at least six (6) years from and after the same coverage (containing terms Effective Time the D&O Insurance in place as of the date hereof with terms, conditions, retentions and conditions limits of liability that are not less favorable) with respect to matters occurring prior at least as favorable to the Effective Time)insureds as provided in the Company’s existing policies as of the date hereof, or the Surviving Corporation shall, and Parent shall cause the Surviving Corporation to, use reasonable best efforts to purchase comparable D&O Insurance for such six (6)-year period with terms, conditions, retentions and limits of liability that are at least as favorable as provided in the Company’s existing policies as of the date hereof; provided, however, that in no event shall Parent or the Surviving Corporation be required to expend for such policies pursuant to this sentence an annual premium amount in excess of 300% of the annual premiums currently paid by the Company as of the date hereof for such insurance as set forth on Section 5.9(c) of the Company Disclosure Letter; and provided, further, that if the annual premiums of such insurance coverage exceed such amount, the Surviving Corporation shall obtain a policy with the greatest coverage reasonably available for a cost not exceeding such amount. (d) Notwithstanding anything herein to the contrary, if any claim, action, suit, proceeding or investigation Action (whether arising before, at or after the Effective Time) with respect to which an Indemnified Party is made entitled to indemnification is instituted against any Covered Party, Indemnified Party on or prior to the sixth (6th) anniversary of the Effective Time, then the provisions of this Section 6.05 5.9 shall continue in effect until the final disposition of such claim, action, suit, proceeding or investigationAction. (e) The covenants contained indemnification provided for herein shall not be deemed exclusive of, and shall be in addition to, any other rights to which an Indemnified Party is entitled, whether under the organizational documents of any Acquired Company or 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 from and after the Effective Time intended to be for the benefit ofbenefit, and shall be enforceable by, each of the Covered Indemnified Parties and their respective heirs and legal representatives and shall not be deemed exclusive of any other rights to which a Covered Party is entitled, whether pursuant to law, contract or otherwiserepresentatives. (f) In the event that the Parent or Surviving Corporation or Parent or any of its their respective successors or assigns (i) consolidates with or merges into any other person Person and shall is not be the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers or conveys all or substantially all a majority of its properties and assets to any personPerson, then, and in each such case, proper provision shall be made so that the successors or and assigns of the Parent Surviving Corporation or Surviving CorporationParent, as the case may be, shall succeed to the obligations set forth in this Section 6.055.9.

Indemnification, Exculpation and Insurance. (a) From For a period of no less than six (6) years after the Effective Time through Time, to the sixth anniversary of the date on which the Effective Time occursfullest extent permitted by applicable Law, Parent shall, and shall cause the Surviving Corporation to to, (and be liable for any failure of the Surviving Corporation to)i) indemnify, and the Surviving Corporation shall, indemnify defend and hold harmless each person who is nowharmless, or has been at any time prior to the date hereof, or who becomes prior to the Effective Time, a director or officer all past and present directors and officers of the Company or and its Subsidiaries (collectively, the “Indemnified Parties”) against any of its subsidiaries costs, expenses (the "Covered Parties"including attorneys’ fees and expenses and disbursements), against all claimsjudgments, fines, losses, liabilities, damages, judgments, fines and reasonable fees, costs and expenses, including attorneys' fees and disbursements (collectively, "Costs"), 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 Covered Indemnified Party is or was an officer a director, officer, employee or director fiduciary of the Company or any of its subsidiaries Subsidiaries or (ii) matters existing is or occurring was serving at the request of, or prior to represent the Effective Time (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 this Agreement and the transactions and actions contemplated hereby), any charitable or not-for profit public service organization or trade association whether asserted or claimed prior to, at or after the Effective TimeTime (including with respect to acts or omissions occurring in connection with this Agreement and the consummation of the transactions contemplated hereby), and provide advancement of expenses to the Indemnified Parties, to the fullest extent permitted under by applicable law. Each Covered Party will Law as it presently exists or may hereafter be entitled to advancement of expenses incurred amended (but, in the defense case of any claimsuch amendment, action, suit, proceeding or investigation from Parent and only to the Surviving Corporation within ten business days of receipt by extent such amendment permits Parent or the Surviving Corporation from to provide broader indemnification rights or rights of advancement of expenses than such Law permitted Parent or the Covered Surviving Corporation to provide prior to such amendment), but subject to Parent’s and the Surviving Corporation’s receipt of an undertaking by or on behalf of such Indemnified Party of a request therefor; provided that any person to whom expenses are advanced provides an undertaking, to the extent required by the DGCL, to repay such advances amount if it is shall ultimately be determined that such person Indemnified Party is not entitled to indemnification. be indemnified, (bii) The Certificate of Incorporation without limitation to clause (i), to the fullest extent permitted by applicable Law, include and By-laws of cause to be maintained in effect in the Surviving Corporation shall contain provisions no less favorable with respect to indemnification, advancement of expenses and exculpation of present and former directors, officers, employees and agents of the Company and its subsidiaries than are presently set forth in Articles 8 and 9 of the Certificate of Incorporation and Article V of the By-laws of the Company, which provisions shall not be amended, repealed Corporation’s (or otherwise modified any successor’s) organizational documents for a period of six (6) years from the Effective Time in any manner that would affect adversely the rights thereunder of a Covered Party, unless such modification shall be required by law. (c) Parent shall cause the Surviving Corporation to maintain, at no expense to the beneficiaries, in effect for six years from after the Effective Time, the current policies provisions regarding elimination of liability of directors, and indemnification of and advancement of expenses to directors and officers of the directors' Company, no less favorable than those contained in the Company’s organizational documents as of the date hereof and officers' liability insurance maintained by the Company with respect to matters existing (iii) not settle, compromise or occurring at or prior consent to the Effective Time (including the transactions contemplated by this Agreement) (provided that the Surviving Corporation may substitute therefor policies entry of at least the same coverage (containing terms and conditions that are not less favorable) with respect to matters occurring prior to the Effective Time). (d) Notwithstanding anything herein to the contrary, if any claim, action, suit, judgment in any proceeding or investigation threatened Action (whether and in 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 beforeout of such Action or such Indemnified Party otherwise consents in writing (such consent not to be unreasonably withheld, at conditioned or after delayed). In the Effective Time) is made against event of any Covered Party, on or prior to the sixth anniversary of the Effective Time, the provisions of this Section 6.05 shall continue in effect until the final disposition of such claim, action, suit, proceeding or investigation, (A) the Surviving Corporation shall have the right to control the defense thereof after the Effective Time, (B) each Indemnified Party shall be entitled to retain his or her own counsel, whether or not the Surviving Corporation shall elect to control the defense of any such claim, action, suit, proceeding or investigation, and (C) subject to the receipt of the undertaking referred to in subclause (i), the Surviving Corporation shall pay all reasonable fees and expenses of any counsel retained by an Indemnified Party, promptly after statements therefor are received, whether or not the Surviving Corporation shall elect to control the defense of any such claim, action, suit, proceeding or investigation. Notwithstanding anything to the contrary set forth in this Agreement, Parent or the Surviving Corporation (1) shall not be liable for any settlement effected without their prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed), and (2) shall not have any obligation hereunder to any Indemnified Party to the extent that a court of competent jurisdiction shall determine in a final and non-appealable order that such indemnification is prohibited by applicable Law, in which case the Indemnified Party shall promptly refund to Parent or the Surviving Corporation the amount of all such expenses theretofore advanced pursuant hereto. (e) The covenants contained in this Section are intended to be for the benefit of, and shall be enforceable by, each of the Covered Parties and their respective heirs and legal representatives and shall not be deemed exclusive of any other rights to which a Covered Party is entitled, whether pursuant to law, contract or otherwise. (fb) In the event that the either Parent or the Surviving Corporation or any of its successors or assigns (i) consolidates with or merges into any other person Person and shall is 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 properties, rights and other assets to any personPerson, then, and in each such case, Parent shall, and shall cause the Surviving Corporation to, cause proper provision shall to be made so that such successor or assign shall expressly assume the successors or assigns obligations set forth in this Section 5.05. (c) Prior to the Effective Time, the Company shall, and, if the Company is unable to, Parent shall cause the Surviving Corporation as of the Parent Effective Time to, obtain and fully pay for, at no expense to the beneficiaries, non-cancellable “tail” insurance policies with a claims period of at least six (6) years from and after the Effective Time from insurance carriers with the same or better claims-paying ability ratings as the Company’s current insurance carriers with respect to directors’ and officers’ liability insurance policies and fiduciary liability insurance policies (collectively, “D&O Insurance”), for the persons who are covered by the Company’s existing D&O Insurance, with terms, conditions, retentions and levels of coverage at least as favorable to the insured individuals as the Company’s existing D&O Insurance with respect to matters existing or occurring at or prior to the Effective Time (including in connection with this Agreement or the transactions contemplated hereby); provided, however, that the Company shall not pay, or the Surviving Corporation, as the case may be, shall succeed not be required to pay, for such “tail” insurance policies a one-time premium in excess of 300% of the obligations Company’s current annual premium for D&O Insurance (the “Premium Cap”), which current annual premium is set forth in Section 5.05(c) of the Disclosure Letter. If the Company and the Surviving Corporation for any reason fail to obtain such “tail” insurance policies as of the Effective Time, the Surviving Corporation shall, and Parent shall cause the Surviving Corporation to, continue to maintain in effect, at no expense to the beneficiaries, D&O Insurance for a period of at least six (6) years from and after the Effective Time for the persons who are covered by the Company’s existing D&O Insurance, with terms, conditions, retentions and levels of coverage at least as favorable as provided in such existing D&O Insurance, from insurance carriers with the same or better claims-paying ability ratings as the Company’s current D&O Insurance carriers; provided, however, that the Surviving Corporation shall not be required to pay for such D&O Insurance an annual premium in excess of the Premium Cap, in which case the Surviving Corporation shall, and Parent shall cause the Surviving Corporation to, use reasonable best efforts to maintain in effect, at no expense to the beneficiaries, for a period of at least six (6) years from the Effective Time for the persons who are covered by the Company’s existing D&O Insurance, D&O Insurance with the best overall terms, conditions, retentions and levels of coverage reasonably available for an annual premium equal to the Premium Cap. (d) The provisions of this Section 6.055.05 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) in addition to, and not in substitution for, any other rights to indemnification or contribution that any such person may have by Contract pursuant to any Contracts set forth in Section 3.12(a)(ix) of the Disclosure Letter or the Organizational Documents of the Company and its Subsidiaries as in effect as of the date of this Agreement.

Indemnification, Exculpation and Insurance. (a) From and after the Effective Time through the sixth anniversary for a period of the date on which the Effective Time occurssix years, Parent shall will cause the Surviving Corporation to (and be liable for any failure of the Surviving Corporation to), and the Surviving Corporation shallshall cause the bylaws of the Surviving Corporation to provide that the Surviving Corporation will, 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, a present and former director or and officer of the Company or any of its subsidiaries Subsidiaries who, at the request of the Company or any of its Subsidiaries while so serving as a director or officer of the Company, as applicable, is or was previously serving as a director, officer, employee or agent (the "Covered Parties"which, for purposes hereof, shall include a trustee, fiduciary, partner or manager or similar capacity) of another Person (in each case, when acting in such capacity), determined as of the Effective Time, from and against all claimsany costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, liabilitiesclaims, damages, judgmentspenalties, fines amounts paid in settlement (including all interest, assessments and reasonable fees, costs and expenses, including attorneys' fees and disbursements (collectively, "Costs"), other charges) 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 Covered Party such Person is or was an officer or director of the Company or any of its subsidiaries or (ii) matters existing or occurring Subsidiaries at or prior to the Effective Time (including this Agreement and the transactions and actions contemplated hereby)Time, whether asserted or claimed prior to, at or after the Effective Time, to the fullest extent that the Company or the applicable Subsidiary of the Company would have been permitted under applicable law. Each Covered Party will be Law and under its certificate of incorporation or by-laws or other governing documents in effect on the date of this Agreement to indemnify such Person (and the Surviving Corporation shall also advance fees, costs and expenses (including attorney’s fees and disbursements) as incurred to the fullest extent permitted under applicable Law; provided, that the Person to whom expenses are advanced provides an undertaking to repay such advances if it is ultimately determined by a final and non-appealable judicial determination that such Person is not entitled to advancement of expenses incurred indemnification hereunder or thereunder); provided, further, that all rights to indemnification in the defense respect of any claim, action, suit, proceeding or investigation from Parent and the Surviving Corporation within ten business days of receipt by Parent or the Surviving Corporation from the Covered Party of a request therefor; provided that any person to whom expenses are advanced provides an undertakinginvestigation, in each case to the extent required by the DGCL, to repay such advances if it is ultimately determined that such person is not entitled to indemnification. (b) The Certificate of Incorporation and By-laws of the Surviving Corporation shall contain provisions no less favorable with respect to indemnification, advancement of expenses and exculpation of present and former directors, officers, employees and agents of the Company and its subsidiaries than are presently set forth a claim in Articles 8 and 9 of the Certificate of Incorporation and Article V of the By-laws of the Company, 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 affect adversely the rights thereunder of a Covered Party, unless such modification shall be required by law. (c) Parent shall cause the Surviving Corporation to 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 with respect to matters existing or occurring at or prior to the Effective Time (including the transactions contemplated by this Agreement) (provided that the Surviving Corporation may substitute therefor policies of at least the same coverage (containing terms and conditions that are not less favorable) with respect to matters occurring prior to the Effective Time). (d) Notwithstanding anything herein to the contrary, if any claim, action, suit, proceeding or investigation (whether arising before, at or after the Effective Time) is made against any Covered Party, on or connection therewith has been asserted prior to the sixth anniversary of the Effective Time, shall continue until the provisions disposition or resolution of such matter. (b) Parent and Merger Sub agree that all rights to indemnification existing in favor of the current or former directors and officers of the Company as provided in the Company Charter or Company Bylaws or in any indemnification agreement as in effect on the date hereof and which has previously been made available to Parent as in effect on the date of this Section 6.05 Agreement for acts or omissions occurring prior to the Effective Time shall be assumed and performed by the Surviving Corporation and shall continue in full force and effect until the final disposition sixth anniversary of the Closing Date with respect to any claims against such directors or officers arising out of such claimacts or omissions, action, suit, proceeding or investigationexcept as otherwise required by applicable Law. (ec) The covenants contained For a period of six years after the Effective Time, Parent shall cause to be maintained in effect the Company’s current directors’ and officers’ liability insurance covering each Person currently covered by the Company’s directors’ and officers’ liability insurance policy for acts or omissions occurring prior to the Effective Time; provided, that Parent may (i) substitute therefor policies of an insurance company the material terms of which, including coverage and amount, are no less favorable, in the aggregate, to such directors and officers than the Company’s existing policies as of the date hereof or (ii) request that the Company obtain such extended reporting period coverage under its existing insurance programs (to be effective as of the Effective Time); and provided further, that in no event shall Parent or the Company be required to pay annual premiums for insurance under this Section are intended to be for the benefit of, and shall be enforceable by, each 5.8(b) in excess of 300% of the Covered Parties and their respective heirs and legal representatives and amount of the annual premiums paid by the Company for fiscal year 2022 for such purpose, it being understood that Parent shall not nevertheless be deemed exclusive of any other rights obligated to which a Covered Party is entitled, whether pursuant to law, contract or otherwiseprovide as much coverage as may be obtained for such 300% amount. (fd) In the event that Parent, the Parent or Surviving Corporation or any of its successors or assigns shall (i) consolidates consolidate with or merges merge into any other person Person and shall not be the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers or conveys transfer all or substantially all a majority of its properties and assets to any personPerson, then, and in each such case, Parent shall cause proper provision shall to be made so that the successors or assigns successor and assign of the Parent or the Surviving Corporation, as the case may be, shall succeed to Corporation assumes the obligations set forth in this Section 6.055.8. (e) The provisions of this Section 5.8 shall survive consummation of the Merger and are intended to be for the benefit of, and will be enforceable by, each indemnified party, his or her heirs and his or her legal representatives.

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 shall cause the Surviving Corporation to (and be liable for any failure of the Surviving Corporation to), and the Surviving Corporation shallCompany, jointly and severally, 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, a director or officer of Parent or the Company or any either of its subsidiaries Subsidiary, respectively (the "Covered “D&O Indemnified Parties"”), against all claims, losses, liabilities, damages, judgments, fines and reasonable fees, costs and expenses, including attorneys' ’ fees and disbursements (collectively, "Costs")disbursements, 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 Covered D&O Indemnified Party is or was an a director or officer or director of Parent, the Company or any either of its subsidiaries or (ii) matters existing or occurring at or prior to the Effective Time (including this Agreement and the transactions and actions contemplated hereby)Subsidiaries, whether asserted or claimed prior to, at or after the Effective Time, or the enforcement of such D&O Indemnified Parties’ rights under this Section 6.10, in each case, to the fullest extent permitted under applicable lawLaw. Each Covered D&O Indemnified Party will be entitled to advancement of expenses incurred in the defense of any such claim, action, suit, proceeding or investigation from each of Parent and the Surviving Corporation within ten business days of Company, jointly and severally, upon receipt -66- by Parent or the Surviving Corporation Company from the Covered D&O Indemnified Party of a request therefor; provided provided, that any such person to whom expenses are advanced provides an undertakingundertaking to Parent, to the extent then required by the DGCLapplicable Law, to repay such advances if it is ultimately determined that such person is not entitled to indemnification. (b) The provisions of the Parent Charter and Parent Bylaws with respect to indemnification, advancement of expenses and exculpation of present and former directors and officers of Parent that are set forth in the Parent Charter and Parent Bylaws shall not be amended, modified or repealed for a period of six years from the Effective Time in a manner that would adversely affect the rights thereunder of individuals who, at or prior to the Effective Time, were officers or directors of Parent, unless such modification is required by applicable Law. The Certificate of Incorporation and By-laws Bylaws of the Surviving Corporation Company shall contain contain, and 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 and exculpation of present and former directors, officers, employees directors and agents of the Company and its subsidiaries than are presently officers as those set forth in Articles 8 the Parent Charter and 9 of the Certificate of Incorporation and Article V of the By-laws of the Company, 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 affect adversely the rights thereunder of a Covered Party, unless such modification shall be required by lawParent Bylaws. (c) Parent shall cause the Surviving Corporation to maintain, at no expense to the beneficiaries, in effect for six years from From and after the Effective Time, (i) the current policies Surviving Company shall fulfill and honor in all respects the obligations of the directors' Company to its D&O Indemnified Parties as of immediately prior to the Closing pursuant to any indemnification provisions under the Company’s Certificate of Incorporation and officers' liability insurance maintained by Bylaws and pursuant to any indemnification agreements between the Company and such D&O Indemnified Parties, with respect to claims arising out of matters existing or occurring at or prior to the Effective Time and (including ii) Parent shall fulfill and honor in all respects the transactions contemplated by this Agreement) (provided that obligations of Parent to its D&O Indemnified Parties as of immediately prior to the Surviving Corporation may substitute therefor policies of at least Closing pursuant to any indemnification provisions under the same coverage (containing terms Parent Charter and conditions that are not less favorable) Parent 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) Notwithstanding anything herein to the contrary, if any claim, action, suit, proceeding or investigation (whether arising before, at or From and after the Effective Time) is made against any Covered Party, 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 Effective Time, a six (6) year prepaid “D&O tail policy” for the non-cancelable 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 Effective Time with respect to any claim related to any period of time at or prior to the sixth anniversary 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 of this Agreement, except that Parent will not commit or spend on such “D&O tail policy” annual premiums in excess of 250% of the annual premiums paid by Parent in its last full fiscal year prior to the date hereof for Parent’s current policies of directors’ and officers’ liability insurance and fiduciary liability insurance, and if such premiums for such “D&O tail policy” would exceed 250% of such annual premium, then Parent shall purchase policies that provide the maximum coverage available at an annual premium equal to 250% of such annual premium. The Company shall in good faith cooperate with Parent prior to the Effective Time with respect to the procurement of such “D&O tail policy.” (e) From and after the Effective Time, Parent shall pay all expenses, including reasonable attorneys’ fees, that are incurred by the persons referred to in this Section 6.10 in connection with their enforcement of the rights provided to such persons in this Section 6.10. (f) The provisions of this Section 6.05 shall continue in effect until the final disposition of such claim, action, suit, proceeding or investigation. (e) The covenants contained in this Section 6.10 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 Covered Parties D&O Indemnified Parties, their heirs and their respective heirs and legal representatives and shall not be deemed exclusive of any other rights to which a Covered Party is entitled, whether pursuant to law, contract or otherwiseRepresentatives. (fg) In the event that the Parent 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 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 personPerson, then, and in each such case, proper provision shall be made so that the successors or and assigns of the Parent or the Surviving CorporationCompany, as the case may be, shall succeed to the obligations set forth in this Section 6.056.10. Parent shall cause the Surviving Company to perform all of the obligations of the Surviving Company under this Section 6.10.

Indemnification, Exculpation and Insurance. (a) From Without limiting any additional rights that any employee may have under any agreement or Plan, from the Effective Time through the sixth anniversary of the date on which the Effective Time occurs, Parent shall, or shall cause the Surviving Corporation to (and be liable for any failure of the Surviving Corporation to), and the Surviving Corporation 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 present (as of the Effective Time, a ) and former officer or director or officer of the Company or any of and its subsidiaries Subsidiaries (the "Covered “Indemnified Parties"”), against all claims, losses, liabilities, damages, judgments, inquiries, fines and reasonable fees, costs and expenses, including reasonable attorneys' ’ fees and disbursements (collectively, "“Costs"”), 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 Covered Indemnified Party is or was an officer or director of the Company or any of its subsidiaries Subsidiaries, or (ii) matters existing or occurring at or prior to the Effective Time (including this Agreement and the transactions and actions contemplated hereby), whether asserted or claimed prior to, at or after the Effective Time, to the fullest extent permitted under applicable lawLaw and the Company Charter and Company Bylaws as at the date hereof. Each Covered In the event of any such Action, (A) each Indemnified Party will shall be entitled to advancement of expenses incurred in the defense of any claim, action, suit, proceeding or investigation Action from Parent and or the Surviving Corporation to the fullest extent permitted under applicable Law and the Company Charter and Company Bylaws as at the date hereof within ten business days 10 Business Days of receipt by Parent or the Surviving Corporation from the Covered Indemnified Party of a request therefor; provided provided, that any person Person to whom expenses are advanced provides an unsecured undertaking, if and only to the extent required by the DGCLNRS, the Company Charter, the Company Bylaws, or any indemnification agreement in effect immediately prior to the Effective Time, to repay such advances if it is ultimately determined that such person Person is not entitled to indemnification, (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), 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 and does not include an admission of fault or wrongdoing by any Indemnified Party or such Indemnified Party otherwise consents, and (C) the Surviving Corporation shall cooperate in the defense of any such matter. Parent and the Surviving Corporation shall be jointly and severally liable for the obligation to provide indemnification to the Indemnified Parties. (b) The Certificate of Incorporation Except as may be required by applicable Law, Parent and By-laws of the Surviving Corporation shall contain provisions no less favorable with respect Company agree that all rights to indemnification, indemnification and exculpation from liabilities for acts or omissions occurring at or prior to the Effective Time and rights to advancement of expenses and exculpation relating thereto now existing in favor of present and former directors, officers, employees and agents any Indemnified Party as provided in the Company Charter or Company Bylaws (or comparable organizational documents) of the Company and its subsidiaries than are presently set forth Subsidiaries or in Articles 8 any indemnification agreement between such Indemnified Party and 9 the Company or any of its Subsidiaries shall survive the Certificate of Incorporation Merger and Article V of the By-laws of the Companycontinue in full force and effect, which provisions and shall not be amended, repealed or otherwise modified for a period of six years from the Effective Time in any manner that would adversely affect adversely the rights any right thereunder of a Covered any such Indemnified Party, unless such modification shall be required by law. (c) Prior to the Closing Date, Parent shall cause purchase for the Surviving Corporation to maintainbenefit of the Company and the current and former officers and directors of the Company a fully prepaid, at no expense to irrevocable, non-cancellable directors’ and officers’ liability insurance and fiduciary liability insurance “tail policy” with an expiration date not earlier than the beneficiaries, in effect for date that is six years from after the Effective Time, the current policies date of the directors' and officers' liability insurance maintained by the Company with respect to matters existing or occurring at or prior to the Effective Time (including the transactions contemplated by this Agreement) (provided that the Surviving Corporation may substitute therefor policies of at least the same coverage (and amounts and containing terms and conditions that are not less favorable) advantageous in the aggregate than the Company’s current policies, with respect to matters occurring arising on or before the Effective Time including the transactions contemplated hereby. Parent shall not take any steps, nor shall it permit the Company to take any steps, to cause such “tail policy” to lapse or be terminated prior to the Effective Time)its expiration date. (d) Notwithstanding anything herein to the contrary, if any claim, action, suit, proceeding or investigation Action (whether arising before, at or after the Effective Time) is made instituted against any Covered Party, Indemnified Party on or prior to the sixth anniversary of the Effective Time, the provisions of this Section 6.05 5.10 shall continue in effect until the final disposition of such claim, action, suit, proceeding or investigationAction. (e) The covenants contained in this Section are intended to be indemnification provided for the benefit of, and shall be enforceable by, each of the Covered Parties and their respective heirs and legal representatives and herein shall not be deemed exclusive of any other rights to which a Covered an Indemnified Party is entitled, whether pursuant to lawLaw, contract Contract or otherwise. The provisions of this Section 5.10 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 the Parent or Surviving Corporation or Parent or any of its their respective successors or assigns (i) consolidates with or merges into any other person Person and shall not be the continuing or surviving corporation or entity of such consolidation or merger merger, or (ii) transfers or conveys all or substantially all a majority of its properties and assets to any personPerson, then, and in each such case, proper provision shall be made so that the successors or and assigns of the Parent Surviving Corporation or Surviving CorporationParent, as the case may be, shall succeed to the obligations set forth in this Section 6.055.10.

Indemnification, Exculpation and Insurance. (a) From Without limiting any additional rights that any officer, director or employee may have under the Company Constituent Documents or any agreement or Company Plan, from the Effective Time through the sixth anniversary of the date on which the Effective Time occurs, Parent shall, and shall cause the Surviving Corporation to (and be liable for any failure of the Surviving Corporation to), and the Surviving Corporation 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 current (as of the Effective Time, a ) and each former officer and director or officer of the Company or any of its subsidiaries Subsidiaries (collectively, the "Covered “Indemnified Parties"”), from and against any and all claims, losses, liabilities, damages, judgments, inquiries, fines and reasonable fees, costs and expenses, including actual attorneys' ’ fees and disbursements (collectively, "“Costs"), ”) 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 Covered Indemnified Party is or was an officer officer, director or director fiduciary of the Company or any of its subsidiaries or (ii) matters existing or occurring Subsidiaries at or prior to the Effective Time (including this Agreement and the transactions and actions contemplated hereby)Time, whether asserted or claimed prior to, at or after the Effective Time, to the fullest extent that the Company would be permitted under applicable lawLaw and required under the Company Constituent Documents (or, as relevant, those of the applicable Subsidiary of the Company) as at the date hereof. Each Covered In the event of any such Action, each Indemnified Party will shall be entitled to advancement of expenses incurred in the defense of any claim, action, suit, proceeding or investigation Action from Parent and the Surviving Corporation within ten business days of receipt by Parent or the Surviving Corporation from the Covered Party of a request therefor; provided that any person to whom expenses are advanced provides an undertaking, to the fullest extent required by that the DGCLCompany would be permitted under applicable Law and the Company Constituent Documents (or, as relevant, those of the applicable Subsidiary of the Company) as at the date hereof, and in accordance with the terms of the indemnification agreements between the Company and each of the directors and officers of the Company. Notwithstanding anything to the contrary herein (but subject to any superior rights contained in the Company Constituent Documents (or, 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 6.9, the Person who is requesting such indemnification or advance shall agree to repay such payments or advances if it is ultimately determined that such person Person is not entitled to indemnification. Subject to any superior rights contained in the Company Constituent Documents (or, as relevant, those of the applicable Subsidiary of the Company) or applicable indemnification agreements to which any Acquired Company is a party, no Indemnified Party shall settle, compromise or consent to the entry of any judgment in any threatened or actual Action for which indemnification could be sought by an Indemnified Party hereunder unless Parent consents in writing to such settlement, compromise or consent (which consent shall not be unreasonably withheld, conditioned or delayed). (b) The Certificate Except as may be required by applicable Law, Parent and the Company agree that for a period of Incorporation six (6) years from the Effective Time, all rights to indemnification and By-laws of exculpation from liabilities for acts or omissions occurring at or prior to the Surviving Corporation shall contain provisions no less favorable with respect Effective Time and rights to indemnification, advancement of expenses and exculpation relating thereto now existing in favor of present and former directorsany Indemnified Party as provided in the Company Constituent Documents (or, officersas relevant, employees and agents those of the Subsidiary) or in any indemnification agreement between such Indemnified Party and the Company or any of its Subsidiaries shall survive the Merger and its subsidiaries than are presently set forth continue in Articles 8 full force and 9 effect, and for a period of six (6) years from the Certificate of Incorporation and Article V of the By-laws of the Company, which provisions 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) Prior to the Effective Time, Parent shall 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 and its Subsidiaries’ existing directors’ and officers’ insurance policies (“D&O Insurance”), with a claims period of at least six (6) years from the Effective Time in any manner with terms and conditions (including scope and coverage amounts) that would affect adversely are, taken as a whole, at least as favorable as the rights thereunder of a Covered PartyCompany’s and its Subsidiaries’ existing D&O Insurance, unless for claims arising from facts or events that occurred at or prior to the Effective Time, covering without limitation the transactions contemplated hereby; provided, that the maximum aggregate premium for such modification “tail” insurance policies that Parent shall be required by law. to expend shall not exceed three hundred percent (c300%) of the annual D&O Insurance premium for the Company’s and its Subsidiaries’ current fiscal year, which annual premiums are set forth in Section 4.16 of the Company Disclosure Letter; and if such amount is not sufficient to purchase insurance in such maximum amount, then Parent shall purchase such amount of insurance with the best available coverage 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 and its Subsidiaries’ current fiscal year. Parent shall cause the Surviving Corporation to maintain, at no expense to comply with its obligations under such policies for 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 with respect to matters existing or occurring at or prior to the Effective Time (including the transactions contemplated by this Agreement) (provided that the Surviving Corporation may substitute therefor policies full term of at least the same coverage six (containing terms and conditions that are not less favorable6) with respect to matters occurring prior to the Effective Time)years. (d) Notwithstanding anything herein to the contrary, if any claim, action, suit, proceeding or investigation Action (whether arising before, at or after the Effective Time) with respect to which an Indemnified Party is made entitled to indemnification is instituted against any Covered Party, Indemnified Party on or prior to the sixth anniversary of the Effective Time, then the provisions of this Section 6.05 6.9 shall continue in effect until the final disposition of such claim, action, suit, proceeding or investigationAction. (e) The covenants contained in this Section are intended to be indemnification provided for the benefit of, and shall be enforceable by, each of the Covered Parties and their respective heirs and legal representatives and herein shall not be deemed exclusive of any other rights to which a Covered an Indemnified Party is entitled, whether pursuant to lawLaw, contract Contract or otherwise. The provisions of this Section 6.9 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 the Parent or Surviving Corporation or Parent or any of its their respective successors or assigns (i) consolidates with or merges into any other person Person and shall is not be the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers or conveys all or substantially all a majority of its properties and assets to any personPerson, then, and in each such case, proper provision shall be made so that the successors or and assigns of the Parent Surviving Corporation or Surviving CorporationParent, as the case may be, shall succeed to the obligations set forth in this Section 6.056.9.

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 or under the MLP Partnership Agreement, the Governing Documents of the MLP General Partner or this Agreement in effect on the Execution Date, from the Effective Time through and until the sixth six (6) year anniversary of the date on which the Effective Time occursTime, Parent Buyer shall cause the Surviving Corporation to (and be liable for any failure of the Surviving Corporation to)indemnify, and the Surviving Corporation shall, indemnify defend and hold harmless each person Person who is now, or has been at any time prior to the date hereof, Execution Date or who becomes prior to the Effective Time, a director or officer of the Company or any of its subsidiaries the MLP Group Entities or who acts as a fiduciary under any Employee Benefit Plan of the MLP Group Entities (the "Covered Parties"), “Indemnified Persons”) against all claims, losses, liabilitiesclaims, damages, judgmentscosts, fines fines, penalties, expenses (including reasonable attorneys’ and reasonable fees, costs other professionals’ fees and expenses, including attorneys' fees and disbursements (collectively, "Costs"), liabilities or judgments or amounts that are paid in settlement (with the approval of the indemnifying party, which approval shall not be unreasonably withheld, delayed or conditioned), of or incurred in connection with any claim, action, suit, proceeding threatened or investigation, whether civil, criminal, administrative or investigative, arising out actual Proceeding to which such Indemnified Person is a party by reason of or pertaining to (i) the fact that the Covered Party such Person is or was an a director or officer or director of any of the Company MLP Group Entities, a fiduciary under any Employee Benefit Plan or is or was serving at the request of any of its subsidiaries the MLP Group Entities as a director, officer, employee or (ii) matters agent of another corporation, partnership, limited liability company, joint venture, trust or other enterprise existing or occurring at or prior to or at the Effective Time (including this Agreement and the transactions and actions contemplated hereby), whether asserted or claimed prior to, at or after the Effective TimeTime (“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. Each Covered Party will be entitled to advancement of Law (and Buyer shall pay expenses incurred in connection therewith promptly as statements therefor are received to each Indemnified Person to the fullest extent permitted under applicable Law). (b) Without limiting the foregoing, in the event any such Proceeding is brought or threatened to be brought against any Indemnified Persons (whether arising before or after the Effective Time): (i) the Indemnified Persons may retain MLP’s regularly engaged legal counsel or other counsel satisfactory to them, and Buyer shall pay all reasonable fees and expenses of such counsel for the Indemnified Persons promptly as statements therefor are received, and (ii) Buyer shall use its reasonable best efforts to assist in the defense of any claimsuch matter (and the Indemnified Persons shall cooperate with Buyer with respect thereto); provided, however, that Buyer 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 6.11, upon learning of any such Proceeding, shall notify Buyer (but the failure so to notify shall not relieve a Party from any obligations that it may have under this Section 6.11 except to the extent such failure materially prejudices such Party’s position with respect to such claims); provided, further, that Buyer shall not be obligated pursuant to this Section 6.11(b) to pay the fees and disbursements of more than one (1) counsel for all Indemnified Persons in any single action, suitunless, proceeding in the good faith judgment of any of the Indemnified Persons, there is or investigation from Parent may be a conflict of interest 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 Buyer under this Section 6.11, such Indemnified Person shall have the right to require that such determination be made by special, independent legal counsel jointly selected by the Indemnified Person and Buyer, and who has not otherwise performed material services for Buyer or the Indemnified Person within the last three (3) years. (c) Buyer and the Surviving Corporation within ten business days Entity shall not amend, repeal or otherwise modify (i) the certificate of receipt by Parent limited partnership or the Surviving Corporation from the Covered Party of a request therefor; provided that any person to whom expenses are advanced provides an undertaking, to the extent required by the DGCL, to repay such advances if it is ultimately determined that such person is not entitled to indemnification. (b) The Certificate of Incorporation and By-laws MLP Partnership Agreement of the Surviving Corporation shall contain provisions no less favorable with respect to indemnificationEntity or (ii) the certificate of limited partnership of Buyer or the Buyer Partnership Agreement, advancement of expenses and exculpation of present and former directorsin each case, officers, employees and agents of the Company and its subsidiaries than are presently set forth in Articles 8 and 9 of the Certificate of Incorporation and Article V of the By-laws of the Company, 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 affect adversely the rights thereunder of a Covered Partyany Indemnified Person to indemnification, unless such modification shall be exculpation and advancement except to the extent required by law. (c) Parent applicable Law. Buyer shall, and shall cause the Surviving Corporation to maintainEntity to, at no fulfill and honor any indemnification, expense to advancement or exculpation agreements between the beneficiariesMLP Group Entities and any of their directors, in effect for six years from the Effective Time, the current policies of the directors' and officers' liability insurance maintained by the Company with respect to matters officers or employees existing or occurring at or prior to the Effective Time (including the transactions contemplated by this Agreement) (provided that the Surviving Corporation may substitute therefor policies of at least the same coverage (containing terms and conditions that are not less favorable) with respect to matters occurring immediately prior to the Effective Time). (d) Notwithstanding anything herein Buyer and the Surviving Entity shall, to the contraryfullest extent permitted by Law, if indemnify any claimIndemnified Person against, actionand advance expenses to any Indemnified Person with respect to, suit, proceeding or investigation all reasonable costs and expenses (whether arising before, at or after the Effective Timeincluding reasonable attorneys’ fees and expenses) is made against any Covered Party, on or prior relating to the sixth anniversary enforcement of the Effective Time, the provisions of such Indemnified Person’s rights under this Section 6.05 6.11 or under any Governing Documents or contract; provided that such indemnification shall continue in effect until the final disposition of be provided only if such claim, action, suit, proceeding Indemnified Person is ultimately determined to be entitled to indemnification hereunder or investigationthereunder promptly following such determination. (e) The covenants contained in this Section are intended to be for the benefit of, and shall be enforceable by, each of the Covered Parties and their respective heirs and legal representatives and shall not be deemed exclusive of any other rights to which a Covered Party is entitled, whether pursuant to law, contract or otherwise. (f) In the event that Buyer or the Parent or Surviving Corporation Entity or any of its their respective successors or assigns assigns: (i) consolidates with or merges into any other person Person and shall is 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 personPerson, then, and in each such case, Buyer and the Surviving Entity shall cause proper provision shall to be made so that the successors or and assigns of Buyer or the Parent or Surviving CorporationEntity, as the case may be, shall succeed to assume the obligations set forth in this Section 6.056.11 contemporaneous with the closing of any such consolidation, merger, transfer or conveyance. (f) At or prior to the Effective Time, MLP may cause to be put in place, or, if requested by MLP, the Buyer shall cause to be put in place, and, in either case, Buyer shall fully prepay immediately prior to the Effective Time, “tail” insurance policies covering claims for at least for six (6) years following the Effective Time from an insurance carrier with the same or better credit rating as MLP’s current insurance carrier with respect to directors’ and officers’ liability insurance in an amount and scope of not less than the existing coverage and having other terms at least as favorable to the insured Persons as the directors’ and officers’ liability insurance coverage maintained by the MLP Group Entities as of the Execution Date; provided, however, that in no event shall Buyer or the Surviving Entity be required to expend pursuant to this Section 6.11(f) more than an amount per year equal to 300% of current annual premiums paid by MLP for such insurance (the “Premium Cap”), in which case the Surviving Entity shall, and Buyer shall cause the Surviving Entity to, use reasonable best efforts to maintain in effect, at no expense to the beneficiaries, for a period of at least six (6) years from the Effective Time for the persons who are covered by MLP’s existing directors’ and officers’ liability insurance, with the best overall terms, conditions, retentions and levels of coverage reasonably available for an annual premium equal to the Premium Cap. Buyer shall maintain such policy in full force and effect and continue to honor the obligations thereunder.

Indemnification, Exculpation and Insurance. (a) From the Effective Time through the sixth anniversary of the date on which the Effective Time occurs, Parent shall cause the Surviving Corporation Subject to (and be liable for any failure of the Surviving Corporation toSection 5.9(c), and the Surviving Corporation shallPurchaser agrees that, indemnify and hold harmless each person who is now, or has been at any time prior to the date hereoffullest extent permitted under applicable Law, all rights to indemnification, advancement of expenses and exculpation from liabilities for acts or who becomes prior to the Effective Time, a director or officer of the Company or any of its subsidiaries (the "Covered Parties"), against all claims, losses, liabilities, damages, judgments, fines and reasonable fees, costs and expenses, including attorneys' fees and disbursements (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 Covered Party is or was an officer or director of the Company or any of its subsidiaries or (ii) matters existing or omissions occurring at or prior to the Effective Time (including this Agreement and the transactions and actions contemplated hereby)Time, whether asserted or claimed prior to, at or after the Effective Time (including any matter in connection with the transactions contemplated by this Agreement), now existing in favor of the current or former directors, officers or employees of Company or any of its Subsidiaries or fiduciaries of Company or any of its Subsidiaries under Company Plans, (collectively, the “Indemnified Parties”) and to the fullest extent permitted by the GBCC, the Company Charter or Company Bylaws and as in effect as of the date hereof, shall survive the Merger and shall continue in full force and effect in accordance with their terms; provided, that nothing herein shall be construed to limit Purchaser’s ability following the Closing to undertake any type of internal reorganization as it may deem desirable, including liquidating, merging or otherwise taking action with respect to any Subsidiary or Affiliate of Purchaser subject to Sections 5.9(b) to 5.9(e). (b) Subject to any limitations that may be imposed by applicable Law, for a period of six years from and after the Effective Time, Purchaser shall indemnify and hold harmless each Indemnified Party, and any person who becomes an Indemnified Party between the date hereof and the Effective Time, to the fullest extent permitted under applicable law. Each Covered Party will be entitled to by the current provisions regarding indemnification of and the advancement of expenses incurred to Indemnified Parties contained in the defense of any claimGBCC, action, suit, proceeding or investigation from Parent and the Surviving Corporation within ten business days of receipt by Parent Company Charter or the Surviving Corporation from the Covered Party Company Bylaws (or comparable organizational documents) of a request therefor; provided that any person to whom expenses are advanced provides an undertaking, to the extent required by the DGCL, to repay such advances if it is ultimately determined that such person is not entitled to indemnification. (b) The Certificate of Incorporation and By-laws of the Surviving Corporation shall contain provisions no less favorable with respect to indemnification, advancement of expenses and exculpation of present and former directors, officers, employees and agents each of the Company and its subsidiaries than are presently set forth Subsidiaries in Articles 8 each case, upon receipt of an undertaking, from such Indemnified Party to repay such advanced expenses if it is determined by a final and 9 of the Certificate of Incorporation and Article V of the By-laws of the Company, 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 affect adversely the rights thereunder nonappealable judgment of a Covered Partycourt of competent jurisdiction that such Indemnified Party was not entitled to indemnification hereunder, unless such modification shall be required by law. (c) Parent shall cause the Surviving Corporation to maintain, at no expense to the beneficiaries, in effect for six years from the Effective Time, the current policies arising out of the directors' and officers' liability insurance maintained by the Company with respect to matters existing or occurring at or prior to the Effective Time, whether asserted or claimed prior to, at or after the Effective Time based in whole or in part on, or arising in whole or in part out of, or pertaining to (including i) the fact that he or she is or was a director or officer of Company, any of its Subsidiaries or any of their respective predecessors or was prior to the Effective Time serving at the request of any such party as a director, officer, employee, trustee or partner of another corporation, partnership, trust, joint venture, employee benefit plan or other entity or (ii) any matters arising in connection with the transactions contemplated by this Agreement, and Purchaser shall also advance expenses as incurred in each case, upon receipt of an undertaking, from such Indemnified Party to repay such advanced expenses if it is determined by a final and nonappealable judgment of a court of competent jurisdiction that such Indemnified Party was not entitled to indemnification hereunder. In the event any claim is asserted within such six-year period, all such rights in respect of any such claim shall continue until disposition thereof. (c) For a period of six years after the Effective Time, Purchaser shall maintain in effect Company’s current directors’ and officers’ liability insurance covering each Person currently covered by Company’s directors’ and officers’ liability insurance policy (provided that the Surviving Corporation may substitute therefor policies a correct and complete copy of at least the same coverage (containing terms and conditions that are not less favorablewhich has been heretofore made available to Purchaser) with respect to matters for acts or omissions occurring prior to the Effective Time; provided, that in no event shall Purchaser be required to expend annually in the aggregate an amount in excess of 175% of the amount of the aggregate premiums paid by Company for fiscal year 2014 for such purpose (which fiscal year 2014 premiums are hereby represented and warranted by Company to be as set forth in Section 5.9(c) of the Company Disclosure Letter, the “Insurance Amount”)) and, if Purchaser is unable to maintain such policy (or substitute policy) as a result of this proviso, Purchaser shall obtain as much comparable insurance as is available for a period of six years following the Effective Time by payment of such amount; provided, further, that (i) Purchaser may substitute therefor “tail” policies the material terms of which, including coverage and amount, are no less favorable in any material respect to such directors and officers than Company’s existing policies as of the date hereof or (ii) Purchaser may request that Company obtain such extended reporting period coverage under Company’s existing insurance programs (to be effective as of the Effective Time) in an amount not in excess of 175% of the amount of the aggregate annual premiums paid by Company for fiscal year 2014 for such purpose. (d) Notwithstanding anything herein to the contrary, if any claim, action, suit, proceeding or investigation (whether arising before, at or after the Effective Time) is made against any Covered Party, on or prior to the sixth anniversary of the Effective Time, the provisions of this Section 6.05 shall continue in effect until the final disposition of such claim, action, suit, proceeding or investigation. (e) The covenants contained in this Section are intended to be for the benefit of, and shall be enforceable by, each of the Covered Parties and their respective heirs and legal representatives and shall not be deemed exclusive of any other rights to which a Covered Party is entitled, whether pursuant to law, contract or otherwise. (f) In the event that the Parent or Surviving Corporation Purchaser, its Subsidiaries or any of its their successors or assigns shall (i) consolidates consolidate with or merges merge into any other person Person and shall not be the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers or conveys transfer all or substantially all of its properties and assets to any personPerson, then, and in each such case, Purchaser shall or shall cause as its Subsidiaries to, cause proper provision shall to be made so that the successors or assigns successor and assign of the Parent or Surviving CorporationPurchaser, as the case may be, shall succeed to its Subsidiaries assumes the obligations set forth in this Section 6.055.9. (e) The provisions of this Section 5.9 shall survive consummation of the Merger and are intended to be for the benefit of, and will be enforceable by, each Indemnified Party, his or her heirs and his or her legal representatives.

Indemnification, Exculpation and Insurance. (a) From Without limiting any additional rights that any employee may have under any agreement or Company Plan, from the Effective Time through the sixth (6th) anniversary of the date on which the Effective Time occurs, Parent shall, or shall cause the Surviving Corporation to (and be liable for any failure of the Surviving Corporation Company to), and the Surviving Corporation 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 present (as of the Effective Time) and former officer, a director or officer employee of the Company or any of and its subsidiaries Subsidiaries (the "Covered “Indemnified Parties"”), against all claims, losses, liabilities, damages, judgments, inquiries, fines and reasonable fees, costs and expenses, including reasonable attorneys' ’ fees and disbursements (collectively, "“Costs"”), 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 Covered Indemnified Party is or was an officer officer, director or director employee of the Company or any of its subsidiaries Subsidiaries or (ii) matters existing or occurring at or prior to the Effective Time (including this Agreement and 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 and in the manner permitted under applicable lawby the DGCL and the Company Charter and Company Bylaws as at the date hereof. Each Covered In the event of any such Action, (A) each Indemnified Party will shall be entitled to advancement of expenses incurred in the defense of any claim, action, suit, proceeding or investigation Action from Parent and the Surviving Corporation within ten business days of receipt by Parent or the Surviving Corporation from Company to the Covered Party of a request thereforfullest extent and in the manner permitted by the DGCL and the Company Charter and Company Bylaws as at the date hereof; provided provided, that any person Person to whom expenses are advanced provides an undertaking, to the extent required by the DGCL, undertaking to repay such advances if it is ultimately determined that such person 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) The Certificate of Incorporation Except as may be required by applicable Law, Parent and By-laws of the Surviving Corporation shall contain provisions no less favorable with respect Company agree that all rights to indemnification, indemnification and exculpation from liabilities for acts or omissions occurring at or prior to the Effective Time and rights to advancement of expenses and exculpation relating thereto now existing in favor of present and former directors, officers, employees and agents any Indemnified Party as provided in the certificate of incorporation or bylaws (or comparable organizational documents) of the Company and its subsidiaries than are presently set forth Subsidiaries or in Articles 8 any indemnification agreement between such Indemnified Party and 9 the Company or any of its Subsidiaries shall survive the Mergers and continue in full force and effect until the expiration of the Certificate applicable statute of Incorporation limitations with respect to any claims against such directors or officers arising out of such acts or omissions, except as otherwise required by applicable Law, and Article V of the By-laws of the Company, 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 adversely the rights any right thereunder of a Covered any such Indemnified Party, unless such modification shall be required by law. (c) Parent shall cause the Surviving Corporation to maintain, at no expense to the beneficiaries, in effect for For a period of six (6) years from the Effective Time, Parent shall either cause to be maintained in effect the current policies of the directors' ’ and officers' ’ liability insurance and fiduciary liability insurance maintained by the Company with respect and its Subsidiaries or cause to matters existing be provided substitute policies or occurring at purchase or prior to the Effective Time (including the transactions contemplated by this Agreement) (provided that cause the Surviving Corporation may substitute therefor policies Company to purchase, a “tail policy,” in either case of at least the same coverage (and amounts containing terms and conditions that are not less favorable) advantageous in the aggregate than such policy with respect to matters occurring arising on or before the Effective Time; provided, however, that after the Effective Time, Parent shall not be required to pay with respect to 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 coverage required to be obtained pursuant hereto, but in such case shall purchase as much coverage as reasonably practicable for such amount; provided further, that if the Surviving Company purchases a “tail policy” and the coverage thereunder costs more than 300% (per coverage year) of such last annual premium, the Surviving Company shall purchase the maximum amount of coverage that can be obtained for 300% (per coverage year) of such last annual premium. At the Company’s option, the Company may purchase, prior to the Effective Time), a six (6)-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 tail prepaid policy has been obtained by the Company prior to the Effective Time, then (i) Parent shall not be required to purchase or cause to be purchased any substitute policy or “tail policy,” and (b) Parent shall cause such policy to be paid and maintained in full force and effect, for its full term, and cause all obligations thereunder to be honored by the Surviving Company and any successor thereof. (d) Notwithstanding anything herein to the contrary, if any claim, action, suit, proceeding or investigation Action (whether arising before, at or after the Effective Time) is made instituted against any Covered Party, Indemnified Party on or prior to the sixth (6th) anniversary of the Effective Time, the provisions of this Section 6.05 5.10 shall continue in effect until the final disposition of such claim, action, suit, proceeding or investigationAction. (e) The covenants contained in this Section are intended to be indemnification provided for the benefit of, and shall be enforceable by, each of the Covered Parties and their respective heirs and legal representatives and herein shall not be deemed exclusive of any other rights to which a Covered an Indemnified Party is entitled, whether pursuant to lawLaw, contract Contract or otherwise. The provisions of this Section 5.10 shall survive the consummation of the Mergers 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 the Parent or Surviving Corporation Company, Parent, or any of its their respective successors or assigns (i) consolidates with or merges into any other person Person and shall not be the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers or conveys all or substantially all a majority of its properties and assets to any personPerson, then, and in each such case, proper provision shall be made so that the successors or and assigns of the Parent Surviving Company or Surviving CorporationParent, as the case may be, shall succeed to the obligations set forth in this Section 6.055.10.

Indemnification, Exculpation and Insurance. (a) From Without limiting any additional rights that any officer, director or employee may have under the Company Constituent Documents or any agreement or Company Plan, from the Effective Time through the sixth anniversary of the date on which the Effective Time occurs, Parent shall, and shall cause the Surviving Corporation to (and be liable for any failure of the Surviving Corporation to), and the Surviving Corporation 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 current (as of the Effective Time) and each former officer, a director or officer and employee of the Company or any of its subsidiaries Subsidiaries (collectively, the "Covered “Indemnified Parties"”), from and against any and all claims, losses, liabilities, damages, judgments, inquiries, fines and reasonable fees, costs and expenses, including actual attorneys' ’ fees and disbursements (collectively, "“Costs"), ”) 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 Covered Indemnified Party is or was an officer officer, director, employee or director fiduciary of the Company or any of its subsidiaries or (ii) matters existing or occurring Subsidiaries at or prior to the Effective Time (including this Agreement and the transactions and actions contemplated hereby)Time, whether asserted or claimed prior to, at or after the Effective Time, to the fullest extent that the Company would be permitted under applicable lawLaw and required or permitted under the Company Constituent Documents (or, as relevant, those of the applicable Subsidiary of the Company) as at the date hereof. Each Covered In the event of any such Action, each Indemnified Party will shall be entitled to advancement of expenses incurred in the defense of any claimAction from Parent or the Surviving Corporation to the fullest extent that the Company would be permitted under applicable Law and the Company Constituent Documents (or, actionas relevant, suitthose of the applicable Subsidiary of the Company) as at the date hereof. Notwithstanding anything to the contrary herein (but subject to any superior rights contained in the Company Constituent Documents (or, proceeding as relevant, those of the applicable Subsidiary of the Company) or investigation from 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 6.11, the Person who is requesting such advance shall provide a written affirmation by such Person of a good faith belief that the criteria for indemnification set forth under applicable Law have been satisfied and a written undertaking by the Person to repay all amounts so paid or reimbursed by Parent and the Surviving Corporation within ten business days of receipt by Parent or the Surviving Corporation from the Covered Party of a request therefor; provided that any person to whom expenses are advanced provides an undertaking, to the extent required by the DGCL, to repay such advances if it is ultimately determined that the criteria for indemnification have not been satisfied, in connection with any threatened, pending, or completed civil, criminal, administrative, arbitration or investigative proceeding to which such person Person is, or is threatened to be, made a party by reason of the former or present official capacity (as defined in Section 302A.521, subd. 1 of the MBCA) of such Person. No Indemnified Party shall settle, compromise or consent to the entry of any judgment in any threatened or actual Action for which indemnification could be sought by an Indemnified Party hereunder unless Parent consents in writing to such settlement, compromise or consent (which consent shall not entitled to indemnificationbe unreasonably withheld, conditioned or delayed). (b) The Certificate Except as may be required by applicable Law, Parent and the Company agree that for a period of Incorporation six years from the Effective Time, all rights to indemnification and By-laws of exculpation from liabilities for acts or omissions occurring at or prior to the Surviving Corporation shall contain provisions no less favorable with respect Effective Time and rights to indemnification, advancement of expenses and exculpation relating thereto now existing in favor of present and former directorsany Indemnified Party as provided in the Company Constituent Documents (or, officersas relevant, employees and agents those of the Subsidiary) or in any indemnification agreement between such Indemnified Party and the Company or any of its Subsidiaries shall survive the Merger and its subsidiaries than are presently set forth continue in Articles 8 full force and 9 of the Certificate of Incorporation effect, and Article V of the By-laws of the Company, which provisions shall not be amended, repealed or otherwise modified 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 adversely the rights any right thereunder of a Covered any such Indemnified Party, unless such modification shall be required by law. (c) The Surviving Corporation shall, in its sole discretion, either (i) continue to maintain in effect for a period of six years from the Effective Time for the Persons who, as of the date of this Agreement, are covered by the Company’s and its Subsidiaries’ directors’ and officers’ liability insurance policy (such current policy or replacement policy or tail described in this Section 6.11(c), the “D&O Insurance”), D&O Insurance 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, or, if such insurance is unavailable, the Surviving Corporation shall purchase the best available D&O Insurance for such six-year period, or (ii) prior to the Effective Time, Parent shall 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 and its Subsidiaries’ 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 annual premium for such D&O Insurance that Parent shall be required to expend shall not exceed two hundred percent (200%) of the annual D&O Insurance premium for the Company’s and its Subsidiaries’ current fiscal year, which annual premiums are set forth in Section 4.16 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 available coverage as can be purchased for an annual amount that is equal to two hundred percent (200%) of the annual premium for such policies for the Company’s and its Subsidiaries’ current fiscal year. Parent shall cause the Surviving Corporation to maintain, at no expense to comply with its obligations under such policies for 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 with respect to matters existing or occurring at or prior to the Effective Time (including the transactions contemplated by this Agreement) (provided that the Surviving Corporation may substitute therefor policies full term of at least the same coverage (containing terms and conditions that are not less favorable) with respect to matters occurring prior to the Effective Time)six years. (d) Notwithstanding anything herein to the contrary, if any claim, action, suit, proceeding or investigation Action (whether arising before, at or after the Effective Time) with respect to which an Indemnified Party is made entitled to indemnification is instituted against any Covered Party, Indemnified Party on or prior to the sixth anniversary of the Effective Time, then the provisions of this Section 6.05 6.11 shall continue in effect until the final disposition of such claim, action, suit, proceeding or investigationAction. (e) The covenants contained in this Section are intended to be indemnification provided for the benefit of, and shall be enforceable by, each of the Covered Parties and their respective heirs and legal representatives and herein shall not be deemed exclusive of any other rights to which a Covered an Indemnified Party is entitled, whether pursuant to lawLaw, contract Contract or otherwise. The provisions of this Section 6.11shall 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 the Parent or Surviving Corporation or Parent or any of its their respective successors or assigns (i) consolidates with or merges into any other person Person and shall is not be the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers or conveys all or substantially all a majority of its properties and assets to any personPerson, then, and in each such case, proper provision shall be made so that the successors or and assigns of the Parent Surviving Corporation or Surviving CorporationParent, as the case may be, shall succeed to the obligations set forth in this Section 6.056.11.

Indemnification, Exculpation and Insurance. (a) From the Effective Time through the sixth anniversary of the date on which the Effective Time occurs, Parent shall cause the Surviving Corporation to (and be liable for any failure of the Surviving Corporation to), and the Surviving Corporation shall, 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, a director director, officer, employee or officer agent of the Company or any of its subsidiaries (the "Covered Parties"), against all claims, losses, liabilities, damages, judgments, fines and reasonable fees, costs and expenses, including attorneys' fees and disbursements (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 Covered Party is or was an officer officer, director, employee or director agent of the Company or any of its subsidiaries or (ii) matters existing or occurring at or prior to the Effective Time (including this Agreement and the transactions and actions contemplated hereby), whether asserted or claimed prior to, at or after the Effective Time, to the fullest extent permitted under applicable law. Each Covered Party will be entitled to advancement of expenses incurred in the defense of any claim, action, suit, proceeding or investigation from Parent and the Surviving Corporation within ten business days of receipt by Parent or the Surviving Corporation from the Covered Party of a request therefor; provided that any -------- person to whom expenses are advanced provides an undertaking, to the extent required by the DGCL, to repay such advances if it is ultimately determined that such person is not entitled to indemnification. (b) The Certificate of Incorporation and Byby-laws of the Surviving Corporation shall contain provisions no less favorable with respect to indemnification, advancement of expenses and exculpation of present and former directors, officers, employees and agents of the Company and its subsidiaries than are presently set forth in Articles 8 and 9 of the Certificate of Incorporation and Article V of the By-laws of the Company, 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 affect adversely the rights thereunder of a Covered Party, unless such modification shall be required by law. (c) Parent shall cause Subject to the next sentence, the Surviving Corporation to shall maintain, at no expense to the beneficiaries, in effect for six years from the Effective Time, Time the current policies of the directors' and officers' liability insurance maintained by the Company with respect to matters existing or occurring at or prior to the Effective Time (including the transactions contemplated by this Agreement) ), so long as the annual premium therefor would not be in excess of 200% of the last annual premium paid prior to the date of this Agreement (provided that such 200%, the "Maximum Premium"). If the Company's existing insurance expires, is terminated or canceled during such six-year period or exceeds the Maximum Premium, the Surviving Corporation may substitute therefor policies shall obtain as much directors' and officers' liability insurance as can be obtained for the remainder of at least such period for an annualized premium not in excess of the same coverage (containing Maximum Premium, on terms and conditions that are not no less favorable) with respect to matters occurring prior advantageous to the Effective Time)Covered Parties than the Company's existing directors' and officers' liability insurance. The Company represents to Merger Co. that the Maximum Premium is $220,000. (d) Notwithstanding anything herein to the contrary, if any claim, action, suit, proceeding or investigation (whether arising before, at or after the Effective Time) is made against any Covered Party, on or prior to the sixth anniversary of the Effective Time, the provisions of this Section 6.05 5.05 shall continue in effect until the final disposition of such claim, action, suit, proceeding or investigation. (e) The covenants contained in this Section are intended to be for the benefit of, and shall be enforceable by, each of the Covered Parties and their respective heirs and legal representatives and shall not be deemed exclusive of any other rights to which a Covered Party is entitled, whether pursuant to law, contract or otherwise. (f) In the event that the Parent or Surviving Corporation or any of its successors or assigns (i) consolidates with or merges into any other person and shall not be the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers or conveys all or substantially all of its properties and assets to any person, then, and in each such case, proper provision shall be made so that the successors or assigns of the Parent or Surviving Corporation, as the case may be, Corporation shall succeed to the obligations set forth in this Section 6.055.05

Indemnification, Exculpation and Insurance. (a) From the Effective Time through the sixth anniversary of the date on which the Effective Time occurs, Parent shall cause the Surviving Corporation Subject to (and be liable for any failure of the Surviving Corporation toSection 5.9(c), and the Surviving Corporation shallPurchaser agrees that, indemnify and hold harmless each person who is now, or has been at any time prior to the date hereoffullest extent permitted under applicable Law, all rights to indemnification, advancement of expenses and exculpation from liabilities for acts or who becomes prior to the Effective Time, a director or officer of the Company or any of its subsidiaries (the "Covered Parties"), against all claims, losses, liabilities, damages, judgments, fines and reasonable fees, costs and expenses, including attorneys' fees and disbursements (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 Covered Party is or was an officer or director of the Company or any of its subsidiaries or (ii) matters existing or omissions occurring at or prior to the Effective Time (including this Agreement and the transactions and actions contemplated hereby)Time, whether asserted or claimed prior to, at or after the Effective Time (including any matter in connection with the transactions contemplated by this Agreement), now existing in favor of the current or former directors, officers or employees of Company or any of its Subsidiaries or fiduciaries of Company or any of its Subsidiaries under Company Plans, (collectively, the “Indemnified Parties”) and to the fullest extent permitted by the FBCA, the Company Charter or Company Bylaws and as in effect as of the date hereof, shall survive the Merger and shall continue in full force and effect in accordance with their terms; provided, that nothing herein shall be construed to limit Purchaser’s ability following the Closing to undertake any type of internal reorganization as it may deem desirable, including liquidating, merging or otherwise taking action with respect to any Subsidiary or Affiliate of Purchaser. (b) Subject to any limitations that may be imposed by applicable Law, for a period of six years from and after the Effective Time, Purchaser shall indemnify and hold harmless each Indemnified Party, and any person who becomes an Indemnified Party between the date hereof and the Effective Time, to the fullest extent permitted under applicable law. Each Covered Party will be entitled to by the current provisions regarding indemnification of and the advancement of expenses incurred to Indemnified Parties contained in the defense of any claimFBCA, action, suit, proceeding or investigation from Parent and the Surviving Corporation within ten business days of receipt by Parent Company Charter or the Surviving Corporation from the Covered Party Company Bylaws (or comparable organizational documents) of a request therefor; provided that any person to whom expenses are advanced provides an undertaking, to the extent required by the DGCL, to repay such advances if it is ultimately determined that such person is not entitled to indemnification. (b) The Certificate of Incorporation and By-laws of the Surviving Corporation shall contain provisions no less favorable with respect to indemnification, advancement of expenses and exculpation of present and former directors, officers, employees and agents each of the Company and its subsidiaries than are presently set forth Subsidiaries in Articles 8 each case, upon receipt of an undertaking, from such Indemnified Party to repay such advanced expenses if it is determined by a final and 9 of the Certificate of Incorporation and Article V of the By-laws of the Company, 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 affect adversely the rights thereunder nonappealable judgment of a Covered Partycourt of competent jurisdiction that such Indemnified Party was not entitled to indemnification hereunder, unless such modification shall be required by law. (c) Parent shall cause the Surviving Corporation to maintain, at no expense to the beneficiaries, in effect for six years from the Effective Time, the current policies arising out of the directors' and officers' liability insurance maintained by the Company with respect to matters existing or occurring at or prior to the Effective Time, whether asserted or claimed prior to, at or after the Effective Time based in whole or in part on, or arising in whole or in part out of, or pertaining to (including i) the fact that he or she is or was a director or officer of Company, any of its Subsidiaries or any of their respective predecessors or was prior to the Effective Time serving at the request of any such party as a director, officer, employee, trustee or partner of another corporation, partnership, trust, joint venture, employee benefit plan or other entity or (ii) any matters arising in connection with the transactions contemplated by this Agreement, and Purchaser shall also advance expenses as incurred in each case, upon receipt of an undertaking, from such Indemnified Party to repay such advanced expenses if it is determined by a final and nonappealable judgment of a court of competent jurisdiction that such Indemnified Party was not entitled to indemnification hereunder. In the event any claim is asserted within such six-year period, all such rights in respect of any such claim shall continue until disposition thereof. (c) For a period of six years after the Effective Time, Purchaser shall maintain in effect Company’s current directors’ and officers’ liability insurance covering each Person currently covered by Company’s directors’ and officers’ liability insurance policy (provided that the Surviving Corporation may substitute therefor policies a correct and complete copy of at least the same coverage (containing terms and conditions that are not less favorablewhich has been heretofore made available to Purchaser) with respect to matters for acts or omissions occurring prior to the Effective Time; provided, that in no event shall Purchaser be required to expend annually in the aggregate an amount in excess of 200% of the amount of the aggregate premiums paid by Company for fiscal year 2014 for such purpose (which fiscal year 2014 premiums are hereby represented and warranted by Company to be as set forth in Section 5.9(c) of the Company Disclosure Letter, the “Insurance Amount”)) and, if Purchaser is unable to maintain such policy (or substitute policy) as a result of this proviso, Purchaser shall obtain as much comparable insurance as is available for a period of six years following the Effective Time by payment of such amount; provided, further, that (i) Purchaser may substitute therefor “tail” policies the material terms of which, including coverage and amount, are no less favorable in any material respect to such directors and officers than Company’s existing policies as of the date hereof or (ii) Purchaser may request that Company obtain such extended reporting period coverage under Company’s existing insurance programs (to be effective as of the Effective Time) in an amount not in excess of 200% of the amount of the aggregate annual premiums paid by Company for fiscal year 2014 for such purpose. (d) Notwithstanding anything herein to the contrary, if any claim, action, suit, proceeding or investigation (whether arising before, at or after the Effective Time) is made against any Covered Party, on or prior to the sixth anniversary of the Effective Time, the provisions of this Section 6.05 shall continue in effect until the final disposition of such claim, action, suit, proceeding or investigation. (e) The covenants contained in this Section are intended to be for the benefit of, and shall be enforceable by, each of the Covered Parties and their respective heirs and legal representatives and shall not be deemed exclusive of any other rights to which a Covered Party is entitled, whether pursuant to law, contract or otherwise. (f) In the event that the Parent or Surviving Corporation Purchaser, its Subsidiaries or any of its their successors or assigns shall (i) consolidates consolidate with or merges merge into any other person Person and shall not be the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers or conveys transfer all or substantially all of its properties and assets to any personPerson, then, and in each such case, Purchaser shall or shall cause as its Subsidiaries to, cause proper provision shall to be made so that the successors or assigns successor and assign of the Parent or Surviving CorporationPurchaser, as the case may be, shall succeed to its Subsidiaries assumes the obligations set forth in this Section 6.055.9. (e) The provisions of this Section 5.9 shall survive consummation of the Merger and are intended to be for the benefit of, and will be enforceable by, each Indemnified Party, his or her heirs and his or her legal representatives.

Indemnification, Exculpation and Insurance. (a) From and after the Effective Time through Time, the sixth anniversary of the date on which the Effective Time occursSurviving Company and its Subsidiaries shall, and Parent shall will cause the Surviving Corporation to (Company and be liable for any failure of the Surviving Corporation its Subsidiaries to), jointly and the Surviving Corporation shallseverally, indemnify indemnify, defend 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, a director or officer of the Company or any of its subsidiaries (the "Covered Parties"), Indemnified Party against all claims, losses, liabilities, damages, judgments, fines and reasonable fees, costs and expenses, including attorneys' ’ fees and disbursements (collectively, "Costs")disbursements, 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 Covered Party is or was an officer or director of the Company or any of its subsidiaries or (ii) matters existing or occurring at or prior to the Effective Time (including this Agreement and out of or pertaining to the transactions and actions contemplated hereby)fact that the Indemnified Party is or was an officer, director or manager of the Company or any Company Subsidiary or, while an officer, director or manager of the Company or any Company Subsidiary, is or was serving at the request of the Company or a Company Subsidiary as an officer, director or manager of another Person, whether asserted or claimed prior to, at or after the Effective Time, to the fullest extent that the Company would have been permitted under to do so by applicable lawLaw. Each Covered Indemnified Party will be entitled to advancement of expenses (including attorneys’ fees) incurred in the defense of any such claim, action, suit, proceeding or investigation from Parent and the Surviving Corporation within ten business days of receipt by Parent Company or the Surviving Corporation from the Covered Party of a request thereforits Subsidiaries; provided that any person Indemnified Party to whom expenses are to be advanced provides prior to any receipt of such advances an undertaking, to the extent required by the DGCLDGCL or other applicable Law, to repay such advances if it is ultimately determined by a final determination of a court of competent jurisdiction (which determination is not subject to appeal) that such person Indemnified Party is not entitled to indemnificationindemnification under applicable Law. Without limitation of the foregoing or any other provision of this Section 6.05, for a period of six (6) years from and after the Effective Time, 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 any Indemnified Party, whether provided in the certificate of incorporation or bylaws (or comparable organizational documents) of the Company or any Company Subsidiary or in any indemnification agreement between such Indemnified Party and the Company or any Company Subsidiary as in effect on the date hereof, 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. (b) The Certificate For a period of Incorporation six (6) years from and By-laws after the Effective Time, the certificate of incorporation and bylaws of the Surviving Corporation Company shall contain contain, and 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 and exculpation of present and former directors, officers, employees directors and agents officers of the Company and its subsidiaries the Company Subsidiaries in respect of acts or omissions occurring or alleged to have occurred at or prior to the Effective Time than are presently set forth in Articles 8 the certificate of incorporation and 9 bylaws of the Certificate Company as in effect on the date of Incorporation and Article V of the By-laws of the Company, 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 affect adversely the rights thereunder of a Covered Party, unless such modification shall be required by lawthis Agreement. (c) Parent shall cause the Surviving Corporation to maintain, at no expense to the beneficiaries, in effect for For a period of six (6) years from and after the Effective Time, the Surviving Company 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 or the Company Subsidiaries as of the date of this Agreement or provide substitute policies 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 maintained by the Company as of the date of this Agreement, in either case, with limits not less than the existing coverage and having 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 matters existing claims arising from facts or occurring at events that occurred on or prior to before the Effective Time (including the transactions contemplated by this Agreement) (provided that the Surviving Corporation may substitute therefor policies of with insurance carriers having at least the same coverage (containing terms and conditions that are not less favorable) an “A” rating by A.M. Best with respect to matters occurring directors’ and officers’ liability insurance and fiduciary liability insurance), except that in no event shall the Surviving Company be required to pay with respect to such insurance policies in respect of any one policy year more than 300% of the aggregate annual premium most recently paid by the Company prior to the date of this Agreement (the “Maximum Amount”), and if the Surviving Company is unable to obtain the insurance required by this Section 6.05(c) it shall obtain as much comparable insurance coverage as possible for each year within such six-year period for an annual premium equal to the Maximum Amount. In lieu of such insurance, the Company may, at its option (following reasonable consultation with Parent), purchase “tail” directors’ and officers’ liability insurance and fiduciary liability insurance 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 maintained by the Company, such tail insurance to provide limits 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), provided that in no event shall the cost of any such tail insurance exceed the Maximum Amount. The Surviving Company shall use its commercially reasonable efforts to maintain such policies in full force and effect, and continue to honor the obligations thereunder. (d) Notwithstanding anything herein to the contrary, if any claim, action, suit, proceeding or investigation (whether arising before, at or after the Effective Time) is made against any Covered Party, on or prior to the sixth anniversary of the Effective Time, the The provisions of this Section 6.05 (i) shall continue in effect until survive consummation of the final disposition of such claimMerger, action, suit, proceeding or investigation. (eii) The covenants contained in this Section are intended to be for the benefit of, and shall will be enforceable by, each of the Covered Parties and their respective indemnified or insured party, his or her heirs and legal representatives his or her representatives, and shall (iii) are in addition to, and not be deemed exclusive of in substitution for, any other rights to which a Covered Party is entitled, whether pursuant to law, contract indemnification or contribution that any such Person may have by Contract or otherwise. (fe) In the event that the Parent or Surviving Corporation Company or any of its successors or assigns (i) consolidates with or merges into any other person Person and shall is 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 personPerson, then, and in each such case, the Surviving Company shall cause proper provision shall to be made so that the successors or and assigns of the Parent or Surviving Corporation, as the case may be, shall succeed to Company assume the obligations set forth in this Section 6.05.

Indemnification, Exculpation and Insurance. (a) From Without limiting any additional rights that any employee may have under any agreement or Company Plan that has been disclosed or made available to Parent as of the date hereof, from the Effective Time through the sixth anniversary of the date on which the Effective Time occurs, Parent shall, or shall cause the Surviving Corporation to (and be liable for any failure of the Surviving Corporation to), and the Surviving Corporation 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 current (as of the Effective Time) and former officer, a director or officer employee of the Company or any of and its subsidiaries Subsidiaries (the "Covered “Indemnified Parties"”), against all claims, losses, liabilities, damages, judgments, inquiries, fines and reasonable fees, costs and expenses, including actual attorneys' ’ fees and disbursements (collectively, "“Costs"”), 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 Covered Indemnified Party is or was an officer officer, director, employee, fiduciary or director agent of the Company or any of its subsidiaries Subsidiaries or (ii) matters existing or occurring at or prior to the Effective Time (including this Agreement and the transactions and actions contemplated hereby), whether asserted or claimed prior to, at or after the Effective Time, to the fullest extent permitted under applicable lawLaw and the Company Charter and Company Bylaws as at the date hereof. Each Covered In the event of any such Action, each Indemnified Party will shall be entitled to advancement of expenses incurred in the defense of any claim, action, suit, proceeding or investigation Action from Parent and or the Surviving Corporation to the fullest extent permitted under applicable Law and the Company Charter and Company Bylaws as at the date hereof within ten business days (10) Business Days of receipt by Parent or the Surviving Corporation from the Covered Indemnified Party of a request therefor; provided that any person to whom expenses are advanced provides an undertaking, . Notwithstanding anything to the extent required by contrary herein (but subject to any superior rights contained in the DGCLCompany Charter, Company Bylaws 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 6.10, the Person that is requesting such indemnification or advance shall agree to repay such payments or advances if it is ultimately determined that such person Person is not entitled to indemnification. (b) The Certificate Except as may be required by applicable Law, Parent and the Company agree that for a period of Incorporation six (6) years from the Effective Time, all rights to indemnification and By-laws of exculpation from liabilities for acts or omissions occurring at or prior to the Surviving Corporation shall contain provisions no less favorable with respect Effective Time and rights to indemnification, advancement of expenses and exculpation relating thereto now existing in favor of present and former directors, officers, employees and agents any Indemnified Party as provided in the certificate of incorporation or bylaws (or comparable organizational documents) of the Company and its subsidiaries than are presently set forth Subsidiaries or in Articles 8 any indemnification agreement between such Indemnified Party and 9 the Company or any of its Subsidiaries shall survive the Certificate Merger and continue in full force and effect, and for a period of Incorporation and Article V of six (6) years from the By-laws of the Company, which provisions 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) Prior to the Effective Time, Parent shall pay for and cause to be obtained, and to be effective at the Effective Time, one or more prepaid “tail” insurance policies with a claims period of at least six (6) years from the Effective Time in any manner with terms and conditions (including scope and coverage amounts) that would affect adversely are, taken as a whole, at least as favorable as the rights thereunder Company’s and its Subsidiaries’ directors’ and officers’ liability insurance and fiduciary liability insurance policies as of a Covered Partythe date hereof, unless for claims arising from facts or events that occurred on or prior to the Effective Time, covering without limitation the transactions contemplated hereby; provided, that the maximum amount of the one-time premium for such modification tail policies that Parent shall be required by law. to expend shall not exceed three hundred percent (c300%) of the annual premium for such policies for the Company’s current fiscal year; and if such amount is not sufficient to purchase insurance in such maximum amount, then Parent shall purchase such amount of insurance as can be purchased for such 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 maintain, at no expense to comply with its obligations under such policies for 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 with respect to matters existing or occurring at or prior to the Effective Time (including the transactions contemplated by this Agreement) (provided that the Surviving Corporation may substitute therefor policies full term of at least the same coverage six (containing terms and conditions that are not less favorable6) with respect to matters occurring prior to the Effective Time)years. (d) Notwithstanding anything herein to the contrary, if any claim, action, suit, proceeding or investigation Action (whether arising before, at or after the Effective Time) with respect to which an Indemnified Party is made entitled to indemnification is instituted against any Covered Party, Indemnified Party on or prior to the sixth anniversary of the Effective Time, then the provisions of this Section 6.05 6.10 shall continue in effect until the final disposition of such claim, action, suit, proceeding or investigationAction. (e) The covenants contained in this Section are intended to be indemnification provided for the benefit of, and shall be enforceable by, each of the Covered Parties and their respective heirs and legal representatives and herein shall not be deemed exclusive of any other rights to which a Covered an Indemnified Party is entitled, whether pursuant to lawLaw, contract Contract or otherwise. The provisions of this Section 6.10 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 the Parent or Surviving Corporation or Parent or any of its their respective successors or assigns (i) consolidates with or merges into any other person Person and shall is not be the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers or conveys all or substantially all a majority of its properties and assets to any personPerson, then, and in each such case, proper provision shall be made so that the successors or and assigns of the Parent Surviving Corporation or Surviving CorporationParent, as the case may be, shall succeed to the obligations set forth in this Section 6.056.10.

Indemnification, Exculpation and Insurance. (a) From Without limiting any additional rights that any officer, director or employee may have under the Company Constituent Documents or any agreement or Company Plan, from the Effective Time through the sixth anniversary of the date on which the Effective Time occurs, Parent shall, and shall cause the Surviving Corporation to (and be liable for any failure of the Surviving Corporation to), and the Surviving Corporation 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 current (as of the Effective Time) and each former officer, a director or officer and employee of the Company or any of its subsidiaries Subsidiaries (collectively, the "Covered “Indemnified Parties"”), from and against any and all claims, losses, liabilities, damages, judgments, inquiries, fines and reasonable fees, costs and expenses, including actual attorneys' ’ fees and disbursements (collectively, "“Costs"), ”) 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 Covered Indemnified Party is or was an officer officer, director, employee or director fiduciary of the Company or any of its subsidiaries or (ii) matters existing or occurring Subsidiaries at or prior to the Effective Time (including this Agreement and the transactions and actions contemplated hereby)Time, whether asserted or claimed prior to, at or after the Effective Time, to the fullest extent that the Company would be permitted under applicable lawLaw and required or permitted under the Company Constituent Documents (or, as relevant, those of the applicable Subsidiary of the Company) as at the date hereof. Each Covered In the event of any such Action, each Indemnified Party will shall be entitled to advancement of expenses incurred in the defense of any claimAction from Parent or the Surviving Corporation to the fullest extent that the Company would be permitted under applicable Law and the Company Constituent Documents (or, actionas relevant, suitthose of the applicable Subsidiary of the Company) as at the date hereof. Notwithstanding anything to the contrary herein (but subject to any superior rights contained in the Company Constituent Documents (or, proceeding as relevant, those of the applicable Subsidiary of the Company) or investigation from 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 6.11, the Person who is requesting such advance shall provide a written affirmation by such Person of a good faith belief that the criteria for indemnification set forth under applicable Law have been satisfied and a written undertaking by the Person to repay all amounts so paid or reimbursed by Parent and the Surviving Corporation within ten business days of receipt by Parent or the Surviving Corporation from the Covered Party of a request therefor; provided that any person to whom expenses are advanced provides an undertaking, to the extent required by the DGCL, to repay such advances if it is ultimately determined that the criteria for indemnification have not been satisfied, in connection with any threatened, pending, or completed civil, criminal, administrative, arbitration or investigative proceeding to which such person Person is, or is threatened to be, made a party by reason of the former or present official capacity (as defined in Section 302A.521, subd. 1 of the MBCA) of such Person. No Indemnified Party shall settle, compromise or consent to the entry of any judgment in any threatened or actual Action for which indemnification could be sought by an Indemnified Party hereunder unless Parent consents in writing to such settlement, compromise or consent (which consent shall not entitled to indemnificationbe unreasonably withheld, conditioned or delayed). (b) The Certificate Except as may be required by applicable Law, Parent and the Company agree that for a period of Incorporation six years from the Effective Time, all rights to indemnification and By-laws of exculpation from liabilities for acts or omissions occurring at or prior to the Surviving Corporation shall contain provisions no less favorable with respect Effective Time and rights to indemnification, advancement of expenses and exculpation relating thereto now existing in favor of present and former directorsany Indemnified Party as provided in the Company Constituent Documents (or, officersas relevant, employees and agents those of the Subsidiary) or in any indemnification agreement between such Indemnified Party and the Company or any of its Subsidiaries shall survive the Merger and its subsidiaries than are presently set forth continue in Articles 8 full force and 9 of the Certificate of Incorporation effect, and Article V of the By-laws of the Company, which provisions shall not be amended, repealed or otherwise modified 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 adversely the rights any right thereunder of a Covered any such Indemnified Party, unless such modification shall be required by law. (c) The Surviving Corporation shall, in its sole discretion, either (i) continue to maintain in effect for a period of six years from the Effective Time for the Persons who, as of the date of this Agreement, are covered by the Company’s and its Subsidiaries’ directors’ and officers’ liability insurance policy (such current policy or replacement policy or tail described in this Section 6.11(c), the “D&O Insurance”), D&O Insurance 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, or, if such insurance is unavailable, the Surviving Corporation shall purchase the best available D&O Insurance for such six-year period, or (ii) prior to the Effective Time, Parent shall 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 and its Subsidiaries’ 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 annual premium for such D&O Insurance that Parent shall be required to expend shall not exceed two hundred percent (200%) of the annual D&O Insurance premium for the Company’s and its Subsidiaries’ current fiscal year, which annual premiums are set forth in Section 4.16 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 available coverage as can be purchased for an annual amount that is equal to two hundred percent (200%) of the annual premium for such policies for the Company’s and its Subsidiaries’ current fiscal year. Parent shall cause the Surviving Corporation to maintain, at no expense to comply with its obligations under such policies for 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 with respect to matters existing or occurring at or prior to the Effective Time (including the transactions contemplated by this Agreement) (provided that the Surviving Corporation may substitute therefor policies full term of at least the same coverage (containing terms and conditions that are not less favorable) with respect to matters occurring prior to the Effective Time)six years. (d) Notwithstanding anything herein to the contrary, if any claim, action, suit, proceeding or investigation Action (whether arising before, at or after the Effective Time) with respect to which an Indemnified Party is made entitled to indemnification is instituted against any Covered Party, Indemnified Party on or prior to the sixth anniversary of the Effective Time, then the provisions of this Section 6.05 6.11 shall continue in effect until the final disposition of such claim, action, suit, proceeding or investigationAction. (e) The covenants contained in this Section are intended to be indemnification provided for the benefit of, and shall be enforceable by, each of the Covered Parties and their respective heirs and legal representatives and herein shall not be deemed exclusive of any other rights to which a Covered an Indemnified Party is entitled, whether pursuant to lawLaw, contract Contract or otherwise. The provisions of this Section 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. (f) In the event that the Parent or Surviving Corporation or Parent or any of its their respective successors or assigns (i) consolidates with or merges into any other person Person and shall is not be the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers or conveys all or substantially all a majority of its properties and assets to any personPerson, then, and in each such case, proper provision shall be made so that the successors or and assigns of the Parent Surviving Corporation or Surviving CorporationParent, as the case may be, shall succeed to the obligations set forth in this Section 6.056.11.

Indemnification, Exculpation and Insurance. (a) From Subject to any limitations that may be imposed by applicable Law, for a period of six (6) years from and after the Effective Time through the sixth anniversary of the date on which the Effective Time occursClosing Date, Parent Purchaser shall cause the Surviving Corporation to (and be liable for any failure of the Surviving Corporation to), and the Surviving Corporation 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, a director or officer of the Company current or former directors, officers or employees of the Bank or any of its subsidiaries (the "Covered Parties"), against all claims, losses, liabilities, damages, judgments, fines and reasonable fees, costs and expenses, including attorneys' fees and disbursements Subsidiaries (collectively, "Costs")the “D&O Indemnified Parties”) to the fullest extent permitted by the current provisions regarding indemnification of D&O Indemnified Parties contained in the Bank Articles and the Bank Bylaws (or comparable organizational documents) of each of the Bank and its Subsidiaries in each case upon receipt of an undertaking, incurred in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigativefrom such D&O Indemnified Party to repay such advanced expenses if it is determined by a final and nonappealable judgment of a court of competent jurisdiction that such D&O Indemnified Party was not entitled to indemnification hereunder, arising out of or pertaining to (i) the fact that the Covered Party is or was an officer or director of the Company or any of its subsidiaries or (ii) matters existing or occurring at or prior to the Effective Time (including this Agreement and the transactions and actions contemplated hereby)Closing, whether asserted or claimed prior to, at or after the Effective TimeClosing based in whole or in part on, or arising in whole or in part out of, or pertaining to (i) the fullest extent permitted under applicable law. Each Covered Party will be entitled to advancement fact that he or she is or was a director or officer of the Bank, any of its Subsidiaries or any of their respective predecessors or (ii) any matters arising in connection with the Transactions, and Purchaser shall also advance expenses as incurred in the defense each case, upon receipt of any claim, action, suit, proceeding or investigation from Parent and the Surviving Corporation within ten business days of receipt by Parent or the Surviving Corporation from the Covered Party of a request therefor; provided that any person to whom expenses are advanced provides an undertaking, to the extent required by the DGCL, from such D&O Indemnified Party to repay such advances advanced expenses if it is ultimately determined by a final and nonappealable judgment of a court of competent jurisdiction that such person is D&O Indemnified Party was not entitled to indemnificationindemnification hereunder. In the event any claim is asserted within such six (6)-year period, all such rights in respect of any such claim shall continue until disposition thereof. (b) The Certificate On or prior to the Closing, Purchaser shall obtain a directors’ and officers’ liability “tail” insurance policy the material terms of Incorporation and By-laws which, including coverage equal to the amount set forth on Section 5.8(b)(i) of the Surviving Corporation Parent Disclosure Schedule for acts or omissions occurring prior to the Closing and which shall contain provisions provide for a claims period of six (6) years after the Closing; provided, that in no less favorable with respect event shall Purchaser be required to indemnification, advancement of expenses and exculpation of present and former directors, officers, employees and agents expend for such “tail” insurance policy pursuant to this sentence an aggregate premium in excess of the Company and its subsidiaries than are presently amount set forth in Articles 8 and 9 Section 5.8(b)(ii) of the Certificate Parent Disclosure Letter (the “Insurance Amount”)) and, if Purchaser is unable to obtain such policy as a result of Incorporation and Article V of the By-laws of the Companythis proviso, which provisions Purchaser shall not be amended, repealed or otherwise modified obtain as much comparable insurance as is available for a period of six years from following the Effective Time in any manner that would affect adversely the rights thereunder Closing by payment of a Covered Party, unless such modification shall be required by lawamount. (c) Parent shall cause the Surviving Corporation to 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 with respect to matters existing or occurring at or prior to the Effective Time (including the transactions contemplated by this Agreement) (provided that the Surviving Corporation may substitute therefor policies of at least the same coverage (containing terms and conditions that are not less favorable) with respect to matters occurring prior to the Effective Time). (d) Notwithstanding anything herein to the contrary, if any claim, action, suit, proceeding or investigation (whether arising before, at or after the Effective Time) is made against any Covered Party, on or prior to the sixth anniversary of the Effective Time, the provisions of this Section 6.05 shall continue in effect until the final disposition of such claim, action, suit, proceeding or investigation. (e) The covenants contained in this Section are intended to be for the benefit of, and shall be enforceable by, each of the Covered Parties and their respective heirs and legal representatives and shall not be deemed exclusive of any other rights to which a Covered Party is entitled, whether pursuant to law, contract or otherwise. (f) In the event that the Parent or Surviving Corporation Purchaser or any of its successors or assigns shall (i) consolidates consolidate with or merges merge into any other person Person and shall not be the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers or conveys transfer all or substantially all of its properties and assets to any personPerson, then, and in each such case, Purchaser shall cause proper provision shall to be made so that the successors or assigns successor and assign of the Parent or Surviving Corporation, as the case may be, shall succeed to Purchaser assumes the obligations set forth in this Section 6.055.8. (d) The provisions of this Section 5.8 shall survive consummation of the Stock Sale and the Bank Merger and are intended to be for the benefit of, and will be enforceable by, each D&O Indemnified Party, his or her heirs and his or her legal representatives.

Indemnification, Exculpation and Insurance. (a) From the Effective Time through the sixth anniversary of the date on which the Effective Time occursAll rights to indemnification and exculpation from liabilities for acts, Parent shall cause the Surviving Corporation to (and be liable for any failure of the Surviving Corporation to), and the Surviving Corporation shall, indemnify and hold harmless each person who is now, omissions or has been at any time prior to the date hereof, other matters occurring or who becomes prior to the Effective Time, a director or officer of the Company or any of its subsidiaries (the "Covered Parties"), against all claims, losses, liabilities, damages, judgments, fines and reasonable fees, costs and expenses, including attorneys' fees and disbursements (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 Covered Party is or was an officer or director of the Company or any of its subsidiaries or (ii) matters existing or occurring at or prior to the Effective Time now existing in favor of the current or former directors, officers and employees of the Company (including this Agreement the “D&O Indemnified Parties”) as provided in the Company’s certificate of incorporation or bylaws or any indemnification agreements between the Company and any D&O Indemnified Parties (in each case, as in effect on the date hereof) shall be assumed by the Surviving Company 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. Buyer and the transactions Surviving Company shall jointly and actions contemplated hereby)severally indemnify and hold harmless, whether asserted or claimed prior to, at or after the Effective Time, and provide advancement of expenses to the fullest D&O Indemnified Parties to the same extent permitted under applicable law. Each Covered Party will such persons have the right to be entitled indemnified and held harmless, or have the right to advancement of expenses incurred expenses, by the Company pursuant to the Company’s certificate of incorporation, bylaws or any agreement between the Company and any D&O Indemnified Parties, in each case to the defense of any claim, action, suit, proceeding or investigation from Parent full extent permitted by applicable law; except that no indemnification shall be provided by the Buyer and the Surviving Corporation within ten business days of receipt by Parent Company under this Section 7.9(a) with respect to claims which are pending, or the Surviving Corporation from the Covered Party of a request therefor; provided that any person to whom expenses are advanced provides an undertaking, to the extent required by actual Knowledge of the DGCLapplicable D&O Indemnified Party, threatened against such D&O Indemnified Party as of the Closing Date but which was not disclosed to repay such advances if it is ultimately determined that such person is not entitled to indemnificationthe Buyer (in writing) as of the Closing Date. (ba) The Certificate Prior to the Closing, the Company shall obtain a prepaid directors’ and officers’ liability insurance policy or policies (i.e., “tail coverage”) which policy or policies provide such directors and officers, with coverage for an aggregate period of Incorporation not less than three (3) years following the Effective Time with coverage in amount and By-laws of scope at least as favorable as the Surviving Corporation shall contain provisions no less favorable Company’s existing coverage, with respect to indemnificationclaims arising from facts or events that occurred on or before the Closing Date, advancement of expenses and exculpation of present and former directors, officers, employees and agents of including with respect to the Company and its subsidiaries than are presently set forth in Articles 8 and 9 of the Certificate of Incorporation and Article V of the By-laws of the Company, which provisions shall not be amended, repealed or otherwise modified transactions contemplated by this Agreement. The premiums for a period of six years from the Effective Time in any manner that would affect adversely the rights thereunder of a Covered Party, unless such modification prepaid policies shall be required by law. (c) Parent shall cause the Surviving Corporation to maintain, at no expense to the beneficiaries, paid in effect for six years from the Effective Time, the current policies of the directors' and officers' liability insurance maintained full by the Company with respect to matters existing or occurring at or prior to the Effective Time (including the transactions contemplated by this Agreement) (provided that and such prepaid policies shall be non-cancelable. Buyer shall, and shall cause the Surviving Corporation may substitute therefor Company to, maintain such policies of at least in full force and effect, and continue to honor the same coverage (containing terms and conditions that are not less favorable) with respect to matters occurring prior to obligations thereunder, during the Effective Time)period for which they have been prepaid. (d) Notwithstanding anything herein to the contrary, if any claim, action, suit, proceeding or investigation (whether arising before, at or after the Effective Time) is made against any Covered Party, on or prior to the sixth anniversary of the Effective Time, the provisions of this Section 6.05 shall continue in effect until the final disposition of such claim, action, suit, proceeding or investigation. (eb) The covenants contained in this Section 7.9 are intended to be for the benefit of, and shall be enforceable by, each of the Covered D&O Indemnified Parties and their respective heirs and legal representatives representatives, and shall not be deemed exclusive of any other rights to which a Covered D&O Indemnified Party is entitled, whether pursuant to law, contract or otherwise. (f) In the event . Buyer shall pay all expenses, including reasonable attorneys’ fees, that the Parent or Surviving Corporation or any may be incurred by D&O Indemnified Parties and their respective heirs and legal representatives in connection with their enforcement of its successors or assigns (i) consolidates with or merges into any other person and shall not be the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers or conveys all or substantially all of its properties and assets to any person, then, and in each such case, proper provision shall be made so that the successors or assigns of the Parent or Surviving Corporation, as the case may be, shall succeed to the obligations set forth their rights provided in this Section 6.057.9.

Indemnification, Exculpation and Insurance. (a) From Without limiting any additional rights that any employee may have under any agreement or Company Plan, from the Company Merger Effective Time through the sixth anniversary of the date on which the Company Merger Effective Time occurs, Parent shall, or shall cause the Surviving Corporation to (and be liable for any failure of the Surviving Corporation to), and the Surviving Corporation 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, a director or officer present (as of the Company Merger Effective Time) and former officer, director or any employee of the Company and its subsidiaries Subsidiaries (the "Covered “Indemnified Parties"”), against all claims, losses, liabilities, damages, judgments, inquiries, fines and reasonable fees, costs and expenses, including attorneys' ’ fees and disbursements (collectively, "Costs"), 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 Covered Indemnified Party is or was an officer officer, director, employee, fiduciary or director agent of the Company or any of its subsidiaries Subsidiaries at or prior to the Company Merger Effective Time or (ii) matters existing or occurring at or prior to the Company Merger Effective Time (including this Agreement and the transactions and actions contemplated hereby), whether asserted or claimed prior to, at or after the Company Merger Effective Time, to the fullest extent permitted under applicable lawLaw. Each Covered In the event of any such Action, (A) each Indemnified Party will shall be entitled to advancement of expenses incurred in the defense of any claim, action, suit, proceeding or investigation Action from Parent and the Surviving Corporation within ten business days of receipt by Parent or the Surviving Corporation from to the Covered Party of a request therefor; provided fullest extent permitted under applicable Law (provided, that any person Person to whom expenses are advanced provides an undertaking, if and only to the extent required by the DGCL, DGCL to repay such advances if it is ultimately determined that such person Person is not entitled to indemnification), (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), 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 cooperate in the defense of any such matter. (b) The Certificate of Incorporation Except as may be required by applicable Law, Parent and By-laws of the Surviving Corporation shall contain provisions no less favorable with respect Company agree that all rights to indemnification, indemnification and exculpation from liabilities for acts or omissions occurring at or prior to the LLC Merger Effective Time and rights to advancement of expenses and exculpation relating thereto now existing in favor of present and former directors, officers, employees and agents any Indemnified Party as provided in the certificate of incorporation or bylaws (or comparable organizational documents) of the Company and its subsidiaries than are presently set forth Subsidiaries or in Articles 8 any indemnification agreement between such Indemnified Party and 9 the Company or any of its Subsidiaries shall survive the Certificate of Incorporation Mergers and Article V of the By-laws of the Companycontinue in full force and effect, which provisions and shall not be amended, repealed or otherwise modified for in any manner that would adversely affect any right thereunder of any such Indemnified Party. (c) For a period of six years from the Effective Time in any manner that would affect adversely the rights thereunder of a Covered Party, unless such modification shall be required by law. (c) Parent shall cause the Surviving Corporation to maintain, at no expense to the beneficiaries, in effect for six years from the Company Merger Effective Time, Parent shall either cause to be maintained in effect the current policies of the directors' ’ and officers' ’ liability insurance and fiduciary liability insurance maintained by the Company with respect and its Subsidiaries or cause to matters existing be provided substitute policies or occurring at purchase or prior to the Effective Time (including the transactions contemplated by this Agreement) (provided that cause the Surviving Corporation may substitute therefor policies to purchase, a “tail policy,” in either case of at least the same coverage (and amounts containing terms and conditions that are not less favorable) advantageous in the aggregate than such policy with respect to matters occurring arising on or before the Company Merger Effective Time; provided, that after the Company Merger Effective Time, Parent shall not be required to pay with respect to 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 coverage required to be obtained pursuant hereto, but in such case shall purchase as much coverage as reasonably 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. In the alternative to Parent or the Surviving Corporation obtaining such policies as set forth in the prior sentence, at the direction of Parent prior to the Closing, the Company must purchase, prior to the Company Merger Effective Time), a six-year prepaid “tail policy” on terms and conditions (in both amount and scope) providing the same 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 Company Merger Effective Time, covering without limitation the transactions contemplated hereby but at a coverage cost not to exceed 300% of the last annual premium for such policies. 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 its full term, and cause all obligations thereunder to be honored by the Surviving Corporation. (d) Notwithstanding anything herein to the contrary, if any claim, action, suit, proceeding or investigation Action (whether arising before, at or after the Company Merger Effective Time) is made instituted against any Covered Party, Indemnified Party on or prior to the sixth anniversary of the Company Merger Effective Time, the provisions of this Section 6.05 5.10 shall continue in effect until the final disposition of such claim, action, suit, proceeding or investigationAction. (e) The covenants contained in this Section are intended to be indemnification provided for the benefit of, and shall be enforceable by, each of the Covered Parties and their respective heirs and legal representatives and herein shall not be deemed exclusive of any other rights to which a Covered an Indemnified Party is entitled, whether pursuant to lawLaw, contract Contract or otherwise. (f) In . The provisions of this Section 5.10 shall survive the event that consummation of the Parent or Surviving Corporation or any of its successors or assigns (i) consolidates with or merges into Mergers and, notwithstanding any other person provision of this Agreement that may be to the contrary, expressly are intended to benefit, 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 personenforceable by, then, and in each such case, proper provision shall be made so that the successors or assigns of the Parent or Surviving Corporation, as the case may be, shall succeed to the obligations set forth in this Section 6.05Indemnified Parties and their respective heirs and legal representatives.

Indemnification, Exculpation and Insurance. (a) From the Effective Time through the sixth anniversary of the date on which the Effective Time occurs, Parent shall cause the Surviving Corporation Subject to (and be liable for any failure of the Surviving Corporation toSection 5.9(c), and the Surviving Corporation shallPurchaser agrees that, indemnify and hold harmless each person who is now, or has been at any time prior to the date hereoffullest extent permitted under applicable Law, all rights to indemnification, advancement of expenses and exculpation from liabilities for acts or who becomes prior to the Effective Time, a director or officer of the Company or any of its subsidiaries (the "Covered Parties"), against all claims, losses, liabilities, damages, judgments, fines and reasonable fees, costs and expenses, including attorneys' fees and disbursements (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 Covered Party is or was an officer or director of the Company or any of its subsidiaries or (ii) matters existing or omissions occurring at or prior to the Effective Time (including this Agreement and the transactions and actions contemplated hereby)Time, whether asserted or claimed prior to, at or after the Effective Time (including any matter in connection with the transactions contemplated by this Agreement), now existing in favor of the current or former directors, officers or employees of Company or any of its Subsidiaries or fiduciaries of Company or any of its Subsidiaries under Company Plans, (collectively, the “Indemnified Parties”) and to the fullest extent permitted by the FBCA, the Company Charter or Company Bylaws and as in effect as of the date hereof, shall survive the Merger and shall continue in full force and effect in accordance with their terms; provided, that nothing herein shall be construed to limit Purchaser’s ability following the Closing to undertake any type of internal reorganization as it may deem desirable, including liquidating, merging or otherwise taking action with respect to any Subsidiary or Affiliate of Purchaser. (b) Subject to any limitations that may be imposed by applicable Law, for a period of six years from and after the Effective Time, Purchaser shall indemnify and hold harmless each Indemnified Party, and any person who becomes an Indemnified Party between the date hereof and the Effective Time, to the fullest extent permitted under applicable law. Each Covered Party will be entitled to by the current provisions regarding indemnification of and the advancement of expenses incurred to Indemnified Parties contained in the defense of any claimFBCA, action, suit, proceeding or investigation from Parent and the Surviving Corporation within ten business days of receipt by Parent Company Charter or the Surviving Corporation from the Covered Party Company Bylaws (or comparable organizational documents) of a request therefor; provided that any person to whom expenses are advanced provides an undertaking, to the extent required by the DGCL, to repay such advances if it is ultimately determined that such person is not entitled to indemnification. (b) The Certificate of Incorporation and By-laws of the Surviving Corporation shall contain provisions no less favorable with respect to indemnification, advancement of expenses and exculpation of present and former directors, officers, employees and agents each of the Company and its subsidiaries than are presently set forth Subsidiaries in Articles 8 each case, upon receipt of an undertaking, from such Indemnified Party to repay such advanced expenses if it is determined by a final and 9 of the Certificate of Incorporation and Article V of the By-laws of the Company, 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 affect adversely the rights thereunder nonappealable judgment of a Covered Partycourt of competent jurisdiction that such Indemnified Party was not entitled to indemnification hereunder, unless such modification shall be required by law. (c) Parent shall cause the Surviving Corporation to maintain, at no expense to the beneficiaries, in effect for six years from the Effective Time, the current policies arising out of the directors' and officers' liability insurance maintained by the Company with respect to matters existing or occurring at or prior to the Effective Time, whether asserted or claimed prior to, at or after the Effective Time based in whole or in part on, or arising in whole or in part out of, or pertaining to (including i) the fact that he or she is or was a director or officer of Company, any of its Subsidiaries or any of their respective predecessors or was prior to the Effective Time serving at the request of any such party as a director, officer, employee, trustee or partner of another corporation, partnership, trust, joint venture, employee benefit plan or other entity or (ii) any matters arising in connection with the transactions contemplated by this Agreement, and Purchaser shall also advance expenses as incurred in each case, upon receipt of an undertaking, from such Indemnified Party to repay such advanced expenses if it is determined by a final and nonappealable judgment of a court of competent jurisdiction that such Indemnified Party was not entitled to indemnification hereunder. In the event any claim is asserted within such six-year period, all such rights in respect of any such claim shall continue until disposition thereof. (c) For a period of six years after the Effective Time, Purchaser shall maintain in effect Company’s current directors’ and officers’ liability insurance covering each Person currently covered by Company’s directors’ and officers’ liability insurance policy (provided that the Surviving Corporation may substitute therefor policies a correct and complete copy of at least the same coverage (containing terms and conditions that are not less favorablewhich has been heretofore made available to Purchaser) with respect to matters for acts or omissions occurring prior to the Effective Time; provided, that in no event shall Purchaser be required to expend annually in the aggregate an amount in excess of 175% of the amount of the aggregate premiums paid by Company for fiscal year 2014 for such purpose (which fiscal year 2014 premiums are hereby represented and warranted by Company to be as set forth in Section 5.9(c) of the Company Disclosure Letter, the “Insurance Amount”)) and, if Purchaser is unable to maintain such policy (or substitute policy) as a result of this proviso, Purchaser shall obtain as much comparable insurance as is available for a period of six years following the Effective Time by payment of such amount; provided, further, that (i) Purchaser may substitute therefor “tail” policies the material terms of which, including coverage and amount, are no less favorable in any material respect to such directors and officers than Company’s existing policies as of the date hereof or (ii) Purchaser may request that Company obtain such extended reporting period coverage under Company’s existing insurance programs (to be effective as of the Effective Time) in an amount not in excess of 175% of the amount of the aggregate annual premiums paid by Company for fiscal year 2014 for such purpose. (d) Notwithstanding anything herein to the contrary, if any claim, action, suit, proceeding or investigation (whether arising before, at or after the Effective Time) is made against any Covered Party, on or prior to the sixth anniversary of the Effective Time, the provisions of this Section 6.05 shall continue in effect until the final disposition of such claim, action, suit, proceeding or investigation. (e) The covenants contained in this Section are intended to be for the benefit of, and shall be enforceable by, each of the Covered Parties and their respective heirs and legal representatives and shall not be deemed exclusive of any other rights to which a Covered Party is entitled, whether pursuant to law, contract or otherwise. (f) In the event that the Parent or Surviving Corporation Purchaser, its Subsidiaries or any of its their successors or assigns shall (i) consolidates consolidate with or merges merge into any other person Person and shall not be the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers or conveys transfer all or substantially all of its properties and assets to any personPerson, then, and in each such case, Purchaser shall or shall cause as its Subsidiaries to, cause proper provision shall to be made so that the successors or assigns successor and assign of the Parent or Surviving CorporationPurchaser, as the case may be, shall succeed to its Subsidiaries assumes the obligations set forth in this Section 6.055.9. (e) The provisions of this Section 5.9 shall survive consummation of the Merger and are intended to be for the benefit of, and will be enforceable by, each Indemnified Party, his or her heirs and his or her legal representatives.

Indemnification, Exculpation and Insurance. (a) From Without limiting any additional rights that any employee may have under any agreement or Company Plan, from the Effective Time through the sixth (6th) anniversary of the date on which the Effective Time occurs, Parent shall, or shall cause the Surviving Corporation to (and be liable for any failure of the Surviving Corporation Company to), and the Surviving Corporation 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 present (as of the Effective Time) and former officer, a director or officer employee of the Company or any of and its subsidiaries Subsidiaries (the "Covered “Indemnified Parties"”), against all claims, losses, liabilities, damages, judgments, inquiries, fines and reasonable fees, costs and expenses, including reasonable attorneys' ’ fees and disbursements (collectively, "“Costs"”), 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 Covered Indemnified Party is or was an officer officer, director or director employee of the Company or any of its subsidiaries Subsidiaries or (ii) matters existing or occurring at or prior to the Effective Time (including this Agreement and 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 and in the manner permitted under applicable lawby the DGCL and the Company Charter and Company Bylaws as at the date hereof. Each Covered In the event of any such Action, (A) each Indemnified Party will shall be entitled to advancement of expenses incurred in the defense of any claim, action, suit, proceeding or investigation Action from Parent and the Surviving Corporation within ten business days of receipt by Parent or the Surviving Corporation from Company to the Covered Party of a request thereforfullest extent and in the manner permitted by the DGCL and the Company Charter and Company Bylaws as at the date hereof; provided provided, that any person Person to whom expenses are advanced provides an undertaking, to the extent required by the DGCL, undertaking to repay such advances if it is ultimately determined that such person 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) The Certificate of Incorporation Except as may be required by applicable Law, Parent and By-laws of the Surviving Corporation shall contain provisions no less favorable with respect Company agree that all rights to indemnification, indemnification and exculpation from liabilities for acts or omissions occurring at or prior to the Effective Time and rights to advancement of expenses and exculpation relating thereto now existing in favor of present and former directors, officers, employees and agents any Indemnified Party as provided in the certificate of incorporation or bylaws (or comparable organizational documents) of the Company and its subsidiaries than are presently set forth Subsidiaries or in Articles 8 any indemnification agreement between such Indemnified Party and 9 the Company or any of its Subsidiaries shall survive the Mergers and continue in full force and effect until the expiration of the Certificate applicable statute of Incorporation limitations with respect to any claims against such directors or officers arising out of such acts or omissions, except as otherwise required by applicable Law, and Article V of the By-laws of the Company, 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 adversely the rights any right thereunder of a Covered any such Indemnified Party, unless such modification shall be required by law. (c) Parent shall cause the Surviving Corporation to maintain, at no expense to the beneficiaries, in effect for For a period of six (6) years from the Effective Time, Parent shall either cause to be maintained in effect the current policies of the directors' ’ and officers' ’ liability insurance and fiduciary liability insurance maintained by the Company with respect and its Subsidiaries or cause to matters existing be provided substitute policies or occurring at purchase or prior to the Effective Time (including the transactions contemplated by this Agreement) (provided that cause the Surviving Corporation may substitute therefor policies Company to purchase, a “tail policy,” in either case of at least the same coverage (and amounts containing terms and conditions that are not less favorable) advantageous in the aggregate than such policy with respect to matters occurring arising on or before the Effective Time; provided, however, that after the Effective Time, Parent shall not be required to pay with respect to 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 coverage required to be obtained pursuant hereto, but in such case shall purchase as much coverage as reasonably practicable for such amount; provided further, that if the Surviving Company purchases a “tail policy” and the coverage thereunder costs more than 300% (per coverage year) of such last annual premium, the Surviving Company shall purchase the maximum amount of coverage that can be obtained for 300% (per coverage year) of such last annual premium. At the Company’s option, the Company may purchase, prior to the Effective Time), a six (6)-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 tail prepaid policy has been obtained by the Company prior to the Effective Time, then (i) Parent shall not be required to purchase or cause 52 to be purchased any substitute policy or “tail policy,” and (b) Parent shall cause such policy to be paid and maintained in full force and effect, for its full term, and cause all obligations thereunder to be honored by the Surviving Company and any successor thereof. (d) Notwithstanding anything herein to the contrary, if any claim, action, suit, proceeding or investigation Action (whether arising before, at or after the Effective Time) is made instituted against any Covered Party, Indemnified Party on or prior to the sixth (6th) anniversary of the Effective Time, the provisions of this Section 6.05 5.10 shall continue in effect until the final disposition of such claim, action, suit, proceeding or investigationAction. (e) The covenants contained in this Section are intended to be indemnification provided for the benefit of, and shall be enforceable by, each of the Covered Parties and their respective heirs and legal representatives and herein shall not be deemed exclusive of any other rights to which a Covered an Indemnified Party is entitled, whether pursuant to lawLaw, contract Contract or otherwise. The provisions of this Section 5.10 shall survive the consummation of the Mergers 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 the Parent or Surviving Corporation Company, Parent, or any of its their respective successors or assigns (i) consolidates with or merges into any other person Person and shall not be the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers or conveys all or substantially all a majority of its properties and assets to any personPerson, then, and in each such case, proper provision shall be made so that the successors or and assigns of the Parent Surviving Company or Surviving CorporationParent, as the case may be, shall succeed to the obligations set forth in this Section 6.055.10.

Indemnification, Exculpation and Insurance. (a) From Without limiting any additional rights that any employee may have under any agreement or Company Plan, from the Effective Time through the sixth (6th) anniversary of the date on which the Effective Time occurs, Parent shall, or shall cause the Surviving Corporation to (and be liable for any failure of the Surviving Corporation to), and the Surviving Corporation 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 present (as of the Effective Time) and former officer, a director or officer employee of the Company or any of and its subsidiaries Subsidiaries (the "Covered “Indemnified Parties"”), against all claims, losses, liabilities, damages, judgments, inquiries, fines and reasonable fees, costs and expenses, including reasonable attorneys' ’ fees and disbursements (collectively, "“Costs"”), 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 Covered Indemnified Party is or was an officer officer, director or director employee of the Company or any of its subsidiaries Subsidiaries or (ii) matters existing or occurring at or prior to the Effective Time (including this Agreement and 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 and in the manner permitted under applicable lawby the DGCL and the Company Charter and Company Bylaws as at the date hereof. Each Covered In the event of any such Action, (A) each Indemnified Party will shall be entitled to advancement of expenses incurred in the defense of any claim, action, suit, proceeding or investigation Action from Parent and the Surviving Corporation within ten business days of receipt by Parent or the Surviving Corporation from to the Covered Party of a request thereforfullest extent and in the manner permitted by the DGCL and the Company Charter and Company Bylaws as at the date hereof; provided provided, that any person Person to whom expenses are advanced provides an undertaking, to the extent required by the DGCL, undertaking to repay such advances if it is ultimately determined that such person Person is not entitled to indemnification, (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), 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 cooperate in the defense of any such matter. (b) The Certificate of Incorporation Except as may be required by applicable Law, Parent and By-laws of the Surviving Corporation shall contain provisions no less favorable with respect Company agree that all rights to indemnification, indemnification and exculpation from liabilities for acts or omissions occurring at or prior to the Effective Time and rights to advancement of expenses and exculpation relating thereto now existing in favor of present and former directors, officers, employees and agents any Indemnified Party as provided in the certificate of incorporation or bylaws (or comparable organizational documents) of the Company and its subsidiaries than are presently set forth Subsidiaries or in Articles 8 any indemnification agreement between such Indemnified Party and 9 the Company or any of its Subsidiaries shall survive the Merger and continue in full force and effect until the expiration of the Certificate applicable statute of Incorporation limitations with respect to any claims against such directors or officers arising out of such acts or omissions, except as otherwise required by applicable Law, and Article V of the By-laws of the Company, 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 adversely the rights any right thereunder of a Covered any such Indemnified Party, unless such modification shall be required by law. (c) Parent shall cause the Surviving Corporation to maintain, at no expense to the beneficiaries, in effect for For a period of six (6) years from the Effective Time, Parent shall either cause to be maintained in effect the current policies of the directors' ’ and officers' ’ liability insurance, fiduciary liability insurance maintained by the Company with respect and its Subsidiaries or cause to matters existing be provided substitute policies or occurring at purchase or prior to the Effective Time (including the transactions contemplated by this Agreement) (provided that cause the Surviving Corporation may substitute therefor policies to purchase, a “tail policy,” in either case of at least the same coverage (and amounts containing terms and conditions that are not less favorable) advantageous in the aggregate than such policy with respect to matters occurring arising on or before the Effective Time; provided, however, that after the Effective Time, Parent shall not be required to pay with respect to 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 coverage required to be obtained pursuant hereto, but in such case shall purchase as much coverage as reasonably practicable for such amount; provided further, that if the Surviving Corporation purchases a “tail policy” and the coverage thereunder costs more than 300% (per coverage year) of such last annual premium, the Surviving Corporation shall purchase the maximum amount of coverage that can be obtained for 300% (per coverage year) of such last annual premium. At the Company’s option, the Company may purchase, prior to the Effective Time), a six (6)-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 tail prepaid policy has been obtained by the Company prior to the Effective Time, then (i) Parent shall not be required to purchase or cause to be purchased any substitute policy or “tail policy,” and (b) Parent shall cause such policy to be paid and maintained in full force and effect, for its full term, and cause all obligations thereunder to be honored by the Surviving Corporation and any successor thereof. (d) Notwithstanding anything herein to the contrary, if any claim, action, suit, proceeding or investigation Action (whether arising before, at or after the Effective Time) is made instituted against any Covered Party, Indemnified Party on or prior to the sixth (6th) anniversary of the Effective Time, the provisions of this Section 6.05 6.9 shall continue in effect until the final disposition of such claim, action, suit, proceeding or investigationAction. (e) The covenants contained in this Section are intended to be indemnification provided for the benefit of, and shall be enforceable by, each of the Covered Parties and their respective heirs and legal representatives and herein shall not be deemed exclusive of any other rights to which a Covered an Indemnified Party is entitled, whether pursuant to lawLaw, contract Contract or otherwise. The provisions of this Section 6.9 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 the Parent or Surviving Corporation Corporation, Parent, or any of its their respective successors or assigns (i) consolidates with or merges into any other person Person and shall not be the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers or conveys all or substantially all a majority of its properties and assets to any personPerson, then, and in each such case, proper provision shall be made so that the successors or and assigns of the Parent Surviving Corporation or Surviving CorporationParent, as the case may be, shall succeed to the obligations set forth in this Section 6.056.9.