Common use of Indemnification, Exculpation and Insurance Clause in Contracts

Indemnification, Exculpation and Insurance. (a) Parent agrees that all rights to indemnification and exculpation from liabilities for acts or omissions occurring at or prior to the Effective Time now existing in favor of the current or former directors or officers of the Company and its subsidiaries as provided in their respective articles of organization or by-laws (or comparable organizational documents) and any indemnification agreements of the Company (as each is in effect on the date hereof), the existence of which does not constitute a breach of this Agreement, shall be assumed by the Surviving Corporation in the Merger, without further action, as of the Effective Time and shall survive the Merger and shall continue in full force and effect in accordance with their terms, and Parent shall cause the Surviving Corporation to honor all such rights. (b) In the event that the Surviving Corporation or any of its successors or assigns (i) consolidates with or merges into any other person and is not the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers or conveys all or substantially all of its properties and assets to any person, or Parent otherwise dissolves the Surviving Corporation, then, and in each such case, Parent shall cause proper provision to be made so that the successors and assigns of the Surviving Corporation assume the obligations set forth in this Section 6.06. (c) The Surviving Corporation shall, at its option, for a period of not less than six years after the Effective Time, either (i) maintain the Company's current directors' and officers' liability insurance covering acts or omissions occurring at or prior to the Effective Time ("D&O Insurance") with respect to those persons who are currently covered by the Company's directors' and officers' liability insurance policy on terms with respect to such coverage and amount no less favorable than those of such policy in effect on the date hereof or (ii) cause to be provided coverage no less favorable to such directors or officers, as the case may be, than the D&O Insurance, in each case so long as the annual premium therefor would not be in excess of 150% of the last annual premium paid for the D&O Insurance prior to the date of this Agreement (such 150% amount the "Maximum Premium"); provided that if the annual premium for such coverage exceeds the Maximum Premium, Parent shall be obligated to obtain a policy with the greatest coverage available for a cost not exceeding the Maximum Premium. If the existing or substituted directors' and officers' liability insurance expires, is terminated or canceled during such six-year period, the Surviving Corporation will obtain as much D&O Insurance as can be obtained for the remainder of such period for an annualized premium not in excess of the Maximum Premium. The Company represents that the Maximum Premium is $641,000. (d) The provisions of this Section 6.06 (i) are intended to be for the benefit of, and will be enforceable by, each indemnified party, his or her heirs and his or her representatives and (ii) are in addition to, and not in substitution for, any other rights to indemnification or contribution that any such person may have by contract or otherwise.

Indemnification, Exculpation and Insurance. (a) Parent agrees that Purchaser shall, and shall cause the Purchased Companies and their Subsidiaries to, indemnify and hold harmless, and provide advancement of expenses to, all rights past and present directors, officers and employees of the Company, the Purchased Companies and their Subsidiaries to indemnification the extent provided by the applicable charter or other organizational documents as currently in effect at the date hereof and exculpation from liabilities as previously provided to the Purchaser or as provided for in the Contracts set forth on Schedule 6.18(a), for acts or omissions occurring at or prior to the Effective Time now existing in favor their capacities as such, with references to the Company thereafter deemed to refer to the Purchaser; provided, however, that neither Purchaser nor any of the current Purchased Companies or former directors or officers of the Company and its subsidiaries as provided in their respective articles of organization or by-laws Subsidiaries shall have any obligation to indemnify any individual Person under this Section 6.18 with respect to any matter constituting (or comparable organizational documentsi) and any indemnification agreements of the Company (as each is in effect on the date hereof), the existence of which does not constitute a breach of this Agreement, shall be assumed by the Surviving Corporation in the Merger, without further action, as Agreement or any of the Effective Time and shall survive the Merger and shall continue Transaction Agreements by such Person, (ii) criminal conduct by such Person, (iii) a material violation of any national, state or foreign securities laws by such Person, (iv) bad faith conduct or a breach of any applicable duty of loyalty by such Person, or (v) any other matter in full force and effect in accordance with their terms, and Parent shall cause the Surviving Corporation to honor all respect of which indemnification would not be permitted for such rightsPerson under applicable Law. (b) In the event that the Surviving Corporation Purchaser or any of its successors or assigns (i) consolidates with or merges into any other person Person and is not the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers or conveys all or substantially all of its properties and other assets to any person, or Parent otherwise dissolves the Surviving CorporationPerson, then, and in each such case, Parent Purchaser shall cause proper provision to be made so that the successors and assigns of the Surviving Corporation Purchaser or transferee of such assets shall assume the obligations set forth in this Section 6.066.18. (c) The Surviving Corporation shall, at its option, for a period of not less than six years after the Effective Time, either (i) maintain the Company's current directors' and officers' liability insurance covering acts or omissions occurring at or prior to the Effective Time ("D&O Insurance") with respect to those persons who are currently covered by the Company's directors' and officers' liability insurance policy on terms with respect to such coverage and amount no less favorable than those of such policy in effect on the date hereof or (ii) cause to be provided coverage no less favorable to such directors or officers, as the case may be, than the D&O Insurance, in each case so long as the annual premium therefor would not be in excess of 150% of the last annual premium paid for the D&O Insurance prior to the date Notwithstanding any other provision of this Agreement (such 150% amount to the "Maximum Premium"); provided that if contrary, the annual premium for such coverage exceeds the Maximum Premium, Parent indemnitees to whom this Section 6.18 applies shall be obligated to obtain a policy with the greatest coverage available for a cost not exceeding the Maximum Premiumthird party beneficiaries of this Section 6.18. If the existing or substituted directors' and officers' liability insurance expires, is terminated or canceled during such six-year period, the Surviving Corporation will obtain as much D&O Insurance as can be obtained for the remainder of such period for an annualized premium not in excess of the Maximum Premium. The Company represents that the Maximum Premium is $641,000. (d) The provisions of this Section 6.06 (i) 6.18 are intended to be for the benefit of, and will be enforceable by, of each indemnified partysuch indemnitee, his or her heirs and his or her representatives representatives. The obligations of Parent and (ii) are the Purchased Companies and their Subsidiaries under this Section 6.18 shall not be terminated or modified in addition to, and not in substitution for, such a manner as to adversely affect any other rights indemnitee to indemnification or contribution that any whom this Section 6.18 applies without the express written consent of such person may have by contract or otherwiseaffected indemnitee.

Indemnification, Exculpation and Insurance. (a) Parent agrees that all rights to indemnification For a period of six years after the Closing, the Surviving Corporation shall indemnify and exculpation from liabilities for acts or omissions occurring at hold harmless the individuals who on or prior to the Effective Time now existing in favor of the current Closing were officers or former directors or officers of the Company and or its subsidiaries as provided in their respective articles of organization or by-laws (or comparable organizational documents) and any indemnification agreements were serving at the request of the Company as an officer or director of any other corporation, partnership or joint venture, trust, employee benefit plan or other enterprise (collectively, the “Company Indemnitees”) with respect to all acts or omissions by them in their capacities as such at any time prior to the Closing to the extent provided under the Company’s Articles of Incorporation or Bylaws, in each is case as in effect on the date hereof), the existence of which does not constitute a breach of this Agreement, shall be assumed by Agreement (including with respect to the Surviving Corporation in the Merger, without further action, as advancement of the Effective Time and shall survive the Merger and shall continue in full force and effect in accordance with their terms, and Parent shall cause the Surviving Corporation to honor all such rightsexpenses). (b) Prior to the Closing, Parent shall purchase a “tail” officers’ and directors’ liability insurance policy in respect of acts or omissions occurring prior to the Closing covering each such Person currently covered by the Company’s officers’ and directors’ liability insurance policy with a term of six years from the Closing and on terms with respect to coverage and in amounts which are, in the aggregate, no less advantageous than those of the policy in effect on the date of this Agreement; provided, that in no event shall Parent be required to expend pursuant to this Section 6.11(b) more than an amount equal to 150% of the annual premiums paid by the Company as of the date hereof for its existing officers’ and directors’ liability insurance policy. (c) In the event that the Surviving Corporation or any of its successors or assigns (i) consolidates with or merges into any other person Person and is not the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers or conveys all or substantially all of its properties and assets to any person, or Parent otherwise dissolves the Surviving CorporationPerson, then, and in each such case, Parent the Surviving Corporation shall cause proper provision to be made so that the successors and assigns of the Surviving Corporation assume the obligations set forth in this Section 6.06. (c) The Surviving Corporation shall, at its option, for a period of not less than six years after the Effective Time, either (i) maintain the Company's current directors' and officers' liability insurance covering acts or omissions occurring at or prior to the Effective Time ("D&O Insurance") with respect to those persons who are currently covered by the Company's directors' and officers' liability insurance policy on terms with respect to such coverage and amount no less favorable than those of such policy in effect on the date hereof or (ii) cause to be provided coverage no less favorable to such directors or officers, as the case may be, than the D&O Insurance, in each case so long as the annual premium therefor would not be in excess of 150% of the last annual premium paid for the D&O Insurance prior to the date of this Agreement (such 150% amount the "Maximum Premium"); provided that if the annual premium for such coverage exceeds the Maximum Premium, Parent shall be obligated to obtain a policy with the greatest coverage available for a cost not exceeding the Maximum Premium. If the existing or substituted directors' and officers' liability insurance expires, is terminated or canceled during such six-year period, the Surviving Corporation will obtain as much D&O Insurance as can be obtained for the remainder of such period for an annualized premium not in excess of the Maximum Premium. The Company represents that the Maximum Premium is $641,0006.11. (d) The provisions of this Section 6.06 6.11 (i) shall survive the Closing, (ii) are intended to be for the benefit of, and will be enforceable by, each indemnified partyCompany Indemnitee, his or her heirs and his or her representatives and (iiiii) are in addition to, and not in substitution for, any other rights to indemnification or contribution that any such person Person may have under the Company’s Articles of Incorporation or Bylaws or Applicable Law. (e) Any Company Indemnitee wishing to claim indemnification under paragraph (a) of this Section 6.11, upon learning of an indemnifiable claim, shall promptly notify Parent thereof, but the failure to so notify shall not relieve Parent or the Surviving Corporation of any Liability it may have to such Company Indemnitee, except to the extent such failure materially prejudices the indemnifying party. In the event of any such claim, (arising after the Effective Time), (i) Parent or the Surviving Corporation shall have the right to assume the defense thereof, with counsel reasonably acceptable to the Company Indemnitees (which acceptance shall not be unreasonably withheld, delayed or conditioned), and Parent and the Surviving Corporation shall not be liable to such Company Indemnitees for any legal expenses of other counsel or any other expenses subsequently incurred by contract such Company Indemnitees in connection with the defense thereof, except that if Parent or otherwisethe Surviving Corporation elects not to assume such defense or counsel for the Company Indemnitees advises that there are issues which raise conflicts of interest between Parent or the Surviving Corporation and the Company Indemnitees, or between the Company Indemnitees, the Company Indemnitees may retain counsel satisfactory to them, and Parent or the Surviving Corporation shall pay all reasonable fees and expenses of such counsel for the Company Indemnitees promptly as statements therefor are received; provided, however, that Parent and the Surviving Corporation shall be obligated pursuant to this paragraph (e) to pay for only one firm of counsel for all Company Indemnitees in any jurisdiction unless the use of one counsel for such Company Indemnitees would present such counsel with a conflict of interest; provided, that (i) the fewest number of counsels necessary to avoid conflicts of interest shall be used, (ii) the Company Indemnitees will cooperate in the defense of any such matter and (iii) Parent and the Surviving Corporation shall not be liable for any settlement effected without their prior written consent, which consent shall not be unreasonably withheld, delayed or conditioned; and provided, further, that Parent and the Surviving Corporation shall not have any obligation hereunder to any Company Indemnitee if and to the extent that a court of competent jurisdiction shall ultimately determine, and such determination shall have become final, that the indemnification of such Company Indemnitee in the manner contemplated hereby is prohibited by Applicable Law.

Indemnification, Exculpation and Insurance. (a) Parent agrees that all All rights to indemnification and exculpation from liabilities for acts or omissions occurring at or prior to the Effective Time now existing in favor of the current or former directors or officers of the Company and its subsidiaries as provided in their respective articles certificates of organization incorporation or by-by- laws (or comparable organizational documents) and any indemnification agreements or arrangements of the Company (as each is in effect on the date hereof), the existence of which does not constitute a breach of this Agreement, shall be assumed by the Surviving Corporation in the Merger, without further action, as of the Effective Time and its subsidiaries shall survive the Merger and shall continue in full force and effect in accordance with their terms, and Parent shall cause not be amended, repealed or otherwise modified for a period of six years after the Surviving Corporation to honor all Effective Time in any manner that would adversely affect the rights thereunder of such rightsindividuals. (b) In the event that the Surviving Corporation or any of its successors or assigns (i) consolidates with or merges into any other person and is not the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers or conveys all or substantially all of its properties and assets to any person, or Parent otherwise dissolves the Surviving Corporation, then, and in each such case, Parent shall cause proper provision to will be made so that the successors and assigns of the Surviving Corporation will assume the obligations thereof set forth in this Section 6.065.7. (c) The Surviving Corporation shall, at its option, for a period of not less than six years after the Effective Time, either (i) maintain the Company's current directors' and officers' liability insurance covering acts or omissions occurring at or prior to the Effective Time ("D&O Insurance") with respect to those persons who are currently covered by the Company's directors' and officers' liability insurance policy on terms with respect to such coverage and amount no less favorable than those of such policy in effect on the date hereof or (ii) cause to be provided coverage no less favorable to such directors or officers, as the case may be, than the D&O Insurance, in each case so long as the annual premium therefor would not be in excess of 150% of the last annual premium paid for the D&O Insurance prior to the date of this Agreement (such 150% amount the "Maximum Premium"); provided that if the annual premium for such coverage exceeds the Maximum Premium, Parent shall be obligated to obtain a policy with the greatest coverage available for a cost not exceeding the Maximum Premium. If the existing or substituted directors' and officers' liability insurance expires, is terminated or canceled during such six-year period, the Surviving Corporation will obtain as much D&O Insurance as can be obtained for the remainder of such period for an annualized premium not in excess of the Maximum Premium. The Company represents that the Maximum Premium is $641,000. (d) The provisions of this Section 6.06 5.7 (i) are intended to be for the benefit of, and will be enforceable by, each indemnified party, his or her heirs and his or her representatives and (ii) are in addition to, and not in substitution for, any other rights to indemnification or contribution that any such person may have by contract or otherwise. (d) For six years after the Effective Time, the Surviving Corporation shall maintain in effect the Company's current directors' and officers' liability insurance covering acts or omissions occurring prior to the Effective Time with respect to those persons who are currently covered by the Company's directors' and officers' liability insurance policy on terms with respect to such coverage and amount no less favorable to the Company's directors and officers currently covered by such insurance than those of such policy in effect on the date hereof; provided, that the Surviving Corporation may substitute therefor policies of Parent or its subsidiaries containing terms with respect to coverage and amount no less favorable to such directors or officers; provided, further, that in no event shall the Surviving Corporation be required to pay aggregate premiums for insurance under this Section 5.7(d) in excess of 200% of the aggregate premiums paid by the Company in 2000 on an annualized basis for such purpose and, if the annual premiums of such insurance coverage exceed such amount, the Surviving Corporation shall be obligated to obtain a policy with the greatest coverage available for a cost not exceeding such amount. Notwithstanding the foregoing, the Company may obtain directors' and officers' liability insurance covering all acts or omissions prior to the Effective Time at a cost not to exceed 125% of the cost of the current directors' and officers' liability insurance maintained by the Company. (e) Parent shall cause the Surviving Corporation or any successor thereto to comply with its obligations under this Section 5.7.

Indemnification, Exculpation and Insurance. (a) The Surviving Corporation shall, and Parent agrees that shall cause the Surviving Corporation to, assume the obligations with respect to all rights to indemnification and exculpation from liabilities liabilities, including advancement of expenses, for acts or omissions occurring at or prior to the Effective Time now existing in favor of the current or former directors or officers of the Company and its subsidiaries as provided in their respective articles of organization or by-laws (or comparable organizational documents) and any indemnification agreements of the Company Certificate and the Company Bylaws (in each case, as each is in effect on the date hereof)) or any indemnification Contract between such directors or officers and the Company, set forth on Section 6.05(a) of the existence of which does not constitute a breach of this Agreement, shall be assumed by the Surviving Corporation in the MergerCompany Disclosure Letter, without further action, as of the Effective Time and such obligations shall survive the Merger and shall continue in full force and effect in accordance with their terms, and Parent shall cause the Surviving Corporation to honor all such rights. (b) In the event that the Surviving Corporation or any of its successors or assigns (i) consolidates with or merges into any other person and is not the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers or conveys all or substantially all of its properties and other assets to any person, or Parent otherwise dissolves the Surviving Corporation, then, and in each such case, Parent shall cause proper provision to be made so that the successors and assigns of the Surviving Corporation shall expressly assume the obligations set forth in this Section 6.066.05. (c) The Prior to the Effective Time, the Company shall use its reasonable best efforts to (and if the Company is unable to, Parent shall cause the Surviving Corporation as of the Effective Time to) obtain a six-year pre-paid “tail policy” covering acts or omissions at or prior to the Effective Time with respect to those persons who are currently covered by the current policies of the directors’ and officers’ liability insurance maintained by the Company (the “Current D&O Policy”) with such coverage levels not materially less favorable to such indemnified persons than those of the Current D&O Policy; provided, however, that (i) such “tail” insurance policy shall not require the payment of an aggregate premium in excess of three hundred percent (300%) of the aggregate annual premium most recently paid by the Company prior to the date hereof to maintain the Current D&O Insurance (and if the aggregate premium of such insurance coverage exceeds such amount, the Company, Parent or the Surviving Corporation shall be obligated to obtain a tail policy with the greatest coverage available for a cost not exceeding such amount) and (ii) prior to the Effective Time, the Company shall not enter into any Contract for a “tail” policy without the prior written consent of Parent (which consent shall not be unreasonably withheld, conditioned or delayed). If the Company and/or the Surviving Corporation shall for any reason fail to obtain such “tail” insurance policies as of the Effective Time, the Surviving Corporation shall, at its optionand Parent shall cause the Surviving Corporation to, continue to maintain in effect for a period of not less than at least six (6) years from and after the Effective Time, either (i) maintain Time the Company's current directors' and officers' liability insurance covering Current D&O Policy with respect to acts or omissions occurring at or prior to the Effective Time ("D&O Insurance") with respect to those persons who are currently covered by the Company's directors' and officers' liability insurance policy on terms with respect to such coverage and amount no less favorable than those levels of such policy in effect on the date hereof or (ii) cause to be provided coverage no less favorable in any material respect than that provided as of the date hereof, or the Surviving Corporation shall, and Parent shall cause the Surviving Corporation to, use commercially reasonable efforts to purchase comparable policies of directors’ and officers’ liability insurance for such directors or officerssix (6)-year period with levels of coverage no less favorable in any material respect as provided under the Current D&O Policy as of the date hereof; provided, as however, that neither Parent nor the case may be, than the D&O Insurance, in each case so long as the Surviving Corporation shall be required to pay an aggregate annual premium therefor would not be for such policies of directors’ and officers’ liability insurance in excess of 150% three hundred percent (300%) of the last aggregate annual premium most recently paid for by the D&O Insurance Company prior to the date of this Agreement hereof to maintain the Current D&O Insurance (such 150% amount the "Maximum Premium"); provided that and if the annual premium for of such insurance coverage exceeds the Maximum Premiumsuch amount, Parent or the Surviving Corporation shall be obligated to obtain a policy with the greatest coverage available for a cost not exceeding the Maximum Premium. If the existing or substituted directors' and officers' liability insurance expires, is terminated or canceled during such six-year period, the Surviving Corporation will obtain as much D&O Insurance as can be obtained for the remainder of such period for an annualized premium not in excess of the Maximum Premium. The Company represents that the Maximum Premium is $641,000amount). (d) The provisions of this Section 6.06 6.05 (i) are intended to be for the benefit of, and will be enforceable from and after the Effective Time by, each indemnified party, his or her heirs and his or her representatives and (ii) are in addition to, and not in substitution for, any other rights to indemnification or contribution that any such person may have by contract Contract or otherwise.

Indemnification, Exculpation and Insurance. (a) Parent agrees and Merger Sub agree that all rights to indemnification indemnification, advancement of expenses, and exculpation from liabilities Liabilities for acts or omissions occurring at or prior to the Effective Time now existing in favor of the current or former directors or officers of the Company and its subsidiaries Subsidiaries as provided in their respective articles of organization or by-laws (or comparable organizational documents) and any indemnification agreements of the Company (as each is in effect on the date hereof), the existence of which does not constitute a breach of this Agreement, Organizational Documents shall be assumed by the Surviving Corporation Company in the Merger, without further action, as of at the Effective Time Time, and shall survive the Merger and shall continue in full force and effect in accordance with their terms, and . Parent shall cause have no liability for any Liabilities of the Surviving Corporation to honor all such rightsCompany as a separate wholly owned subsidiary. (b) In the event that the Surviving Corporation Company or any of its successors or assigns (i) consolidates with or merges into any other person Person and is not the continuing or surviving corporation company or entity of such consolidation or merger or (ii) transfers or conveys all or substantially all of its properties and assets to any personPerson, or if Parent otherwise dissolves the Surviving CorporationCompany, then, and in each such case, Parent Surviving Company shall cause any and all proper provision to be made so that the successors and assigns of the Surviving Corporation Company assume the all obligations set forth in this Section 6.066.5. (c) The obligations of the Surviving Corporation shall, at its option, for a period of not less than six years after Company under this Section 6.5 shall survive the Effective TimeTime and the consummation of the Merger and shall not be terminated or modified in such a manner as to adversely affect the rights of any indemnified party to whom this Section 6.5 and Section 6.6 applies without the consent of such affected indemnified party. Notwithstanding anything else in this Agreement, either (i) maintain the obligations of Parent and the Surviving Company or its successor shall be subject to any limitation imposed by applicable Law (including any limitation on the Company's current directors' ability to indemnify its own directors and officers' liability insurance covering acts or omissions occurring at or prior to the Effective Time ("D&O Insurance") with respect to those persons who are currently covered by the Company's directors' and officers' liability insurance policy on terms with respect to such coverage and amount no less favorable than those of such policy in effect on the date hereof or (ii) cause to be provided coverage no less favorable to such directors or officers, as the case may be, than the D&O Insurance, in each case so long as the annual premium therefor would not be in excess of 150% of the last annual premium paid for the D&O Insurance prior to the date of this Agreement (such 150% amount the "Maximum Premium"); provided that if the annual premium for such coverage exceeds the Maximum Premium, Parent shall be obligated to obtain a policy with the greatest coverage available for a cost not exceeding the Maximum Premium. If the existing or substituted directors' and officers' liability insurance expires, is terminated or canceled during such six-year period, the Surviving Corporation will obtain as much D&O Insurance as can be obtained for the remainder of such period for an annualized premium not in excess of the Maximum Premium. The Company represents that the Maximum Premium is $641,000. (d) The provisions of this Section 6.06 (i) are intended to be for the benefit of, and will be enforceable by, each indemnified party, his or her heirs and his or her representatives and (ii) are in addition to, and not in substitution for, any other rights Parent shall have no obligation to indemnification or contribution that any such person may have by contract or otherwisemaintain the existence of the Surviving Company following the Effective Time.

Indemnification, Exculpation and Insurance. (a) Parent Buyer agrees that to cause the Company to maintain in effect in accordance with their terms all rights to indemnification and indemnification, exculpation from liabilities and reimbursement of expenses for acts or omissions occurring at or prior to the Effective Time Closing Date now existing in favor of the current or former directors or officers of the Company and its subsidiaries as provided in their respective articles of organization or by-laws (or comparable organizational documents) documents and any indemnification agreements of contracts between the Company (as each is in effect on the date hereof)and their respective current or former directors and officers, the existence copies of all of which does not constitute a breach of this Agreement, shall be assumed by have been delivered to the Surviving Corporation in the Merger, without further action, as of the Effective Time and shall survive the Merger and shall continue in full force and effect in accordance with their terms, and Parent shall cause the Surviving Corporation to honor all such rightsBuyer. (b) In the event that the Surviving Corporation Buyer or any of its successors or assigns (i) consolidates causes the Company to consolidate with or merges merge into any other person Person and the Company is not the continuing or surviving corporation or entity Person of such consolidation or merger or (ii) the Company transfers or conveys all or substantially all of its properties and assets to any person, or Parent otherwise dissolves the Surviving CorporationPerson, then, and in each such case, Parent shall cause proper provision to will be made so that the successors and assigns of the Surviving Corporation assume such successor or assign assumes the obligations set forth in this Section 6.065.20. (c) The Surviving Corporation shall, at its option, for a period of not less than six years after the Effective Time, either (i) maintain the Company's current directors' and officers' liability insurance covering acts or omissions occurring at or prior to the Effective Time ("D&O Insurance") with respect to those persons who are currently covered by the Company's directors' and officers' liability insurance policy on terms with respect to such coverage and amount no less favorable than those of such policy in effect on the date hereof or (ii) cause to be provided coverage no less favorable to such directors or officers, as the case may be, than the D&O Insurance, in each case so long as the annual premium therefor would not be in excess of 150% of the last annual premium paid for the D&O Insurance prior to the date of this Agreement (such 150% amount the "Maximum Premium"); provided that if the annual premium for such coverage exceeds the Maximum Premium, Parent shall be obligated to obtain a policy with the greatest coverage available for a cost not exceeding the Maximum Premium. If the existing or substituted directors' and officers' liability insurance expires, is terminated or canceled during such six-year period, the Surviving Corporation will obtain as much D&O Insurance as can be obtained for the remainder of such period for an annualized premium not in excess of the Maximum Premium. The Company represents that the Maximum Premium is $641,000. (d) The provisions of this Section 6.06 (i) 5.20 are intended to be for the benefit of, and will be enforceable by, each indemnified partyParty, his or her heirs and his or her representatives representatives. (d) Each Seller hereby represents and warrants that he or it has no claim or action, nor is there any fact or circumstance which may give rise to any claims or actions by such Seller, against any current or former director or officer of the Company or any Managers (ii) are in addition toincluding but not limited to claims or actions relating to this Agreement or the transactions contemplated thereby), and not in substitution forfurther, any other rights to indemnification or contribution that upon the Closing hereunder, each Seller irrevocably waives any such person may have by contract claim or otherwiseaction, whether known or unknown, against any current or former director or officer of the Company or any Managers (including but not limited to claims or actions relating to this Agreement or the transactions contemplated thereby).

Indemnification, Exculpation and Insurance. (a) Parent agrees that all rights to indemnification and exculpation from liabilities for acts or omissions occurring at or prior to the Effective Time now existing in favor of the current or former directors or officers of the Company and its subsidiaries as provided in their respective articles of organization or by-laws (or comparable organizational documents) and any indemnification agreements of the Company (as each is in effect on the date hereof), the existence of which does not constitute a breach of this Agreement, shall be assumed by the Surviving Corporation in the Merger, without further action, as of the Effective Time and shall survive the Merger and shall continue in full force and effect in accordance with their terms, and Parent shall cause the Surviving Corporation to honor all such rights. (b) In the event that the Surviving Corporation or any of its successors or assigns (i) consolidates with or merges into any other person and is not the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers or conveys all or substantially all of its properties and assets to any person, or Parent otherwise dissolves the Surviving Corporation, then, and in each such case, Parent shall cause proper provision to be made so that the successors and assigns of the Surviving Corporation assume the obligations set forth in this Section 6.065.06. (c) The Surviving Corporation shall, at its option, for a period of not less than six years after the Effective Time, either (i) maintain the Company's current directors' and officers' liability insurance covering acts or omissions occurring at or prior to the Effective Time ("D&O Insurance") with respect to those persons who are currently covered by the Company's directors' and officers' liability insurance policy on terms with respect to such coverage and amount no less favorable than those of such policy in effect on the date hereof or (ii) cause to be provided coverage no less favorable to such directors or officers, as the case may be, than the D&O Insurance, in each case so long as the annual premium therefor would not be in excess of 150200% of the last annual premium paid for the D&O Insurance prior to the date of this Agreement (such 150200% amount the "Maximum Premium"); provided that if the annual premium for such coverage exceeds the Maximum Premium, Parent shall be obligated to obtain a policy with the greatest coverage available for a cost not exceeding the Maximum Premium. If the existing or substituted directors' and officers' liability insurance expires, is terminated or canceled during such six-year period, the Surviving Corporation will obtain as much D&O Insurance as can be obtained for the remainder of such period for an annualized premium not in excess of the Maximum Premium. The Company represents that the Maximum Premium is $641,0003,874,800. (d) The provisions of this Section 6.06 5.06 (i) are intended to be for the benefit of, and will be enforceable by, each indemnified party, his or her heirs and his or her representatives and (ii) are in addition to, and not in substitution for, any other rights to indemnification or contribution that any such person may have by contract or otherwise.

Indemnification, Exculpation and Insurance. (a) Parent agrees that all All rights to indemnification and exculpation from liabilities for acts or omissions occurring at or prior to the Effective Time (and rights for advancement of expenses) now existing in favor of the current or former directors managers or officers of VBV or the Company and its subsidiaries VBV Subsidiaries as provided in their respective articles certificates of organization formation or by-laws operating agreements (or comparable organizational documents) and any indemnification or other agreements of the Company (VBV as each is in effect on the date hereof), the existence of which does not constitute a breach of this Agreement, as set forth on Section 6.10 of the VBV Disclosure Schedule, shall be assumed by the Surviving Corporation 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, and Parent shall cause the Surviving Corporation to honor all such rights. (b) In the event that Green Plains or the Surviving Corporation Company or any of its their respective successors or assigns (i) consolidates with or merges into any other person Person and is not the continuing or surviving corporation or entity Person of such consolidation or merger or (ii) transfers or conveys all or substantially all of its properties and assets to any person, or Parent otherwise dissolves the Surviving CorporationPerson, then, and in each such case, Parent Green Plains shall cause proper provision to be made so that the successors and assigns of Green Plains or the Surviving Corporation Company, as applicable, assume the obligations of Green Plains or the Surviving Company, as applicable, set forth in this Section 6.066.10. In the event that Green Plains takes any action to materially impair the financial ability of the Surviving Company to satisfy the obligations referred to in Section 6.10, Green Plains will either guarantee such obligations or take such other action to insure that the ability of the Surviving Company to satisfy such obligations will not be diminished in any material respect. (c) The Surviving Corporation shall, at its option, for a period of not less than six years after Prior to the Effective Time, either (i) maintain the Company's VBV shall purchase a six-year prepaid “tail” policy on terms and conditions providing substantially equivalent benefits as VBV’s current directors' managers’ and officers' ’ liability insurance covering with respect to acts or omissions occurring at on or prior to before the Effective Time ("D&O Insurance") with respect to those persons who are currently covered by Time, covering without limitation the Company's directors' and officers' liability insurance policy on terms with respect to such coverage and amount no less favorable than those of transactions contemplated hereby. Green Plains shall cause such policy in effect on the date hereof or (ii) cause to be provided coverage no less favorable maintained in full force and effect, for its full term, and cause all obligations thereunder to such directors or officers, as the case may be, than the D&O Insurance, in each case so long as the annual premium therefor would not be in excess of 150% of the last annual premium paid for the D&O Insurance prior to the date of this Agreement (such 150% amount the "Maximum Premium"); provided that if the annual premium for such coverage exceeds the Maximum Premium, Parent shall be obligated to obtain a policy with the greatest coverage available for a cost not exceeding the Maximum Premium. If the existing or substituted directors' honored by it and officers' liability insurance expires, is terminated or canceled during such six-year period, the Surviving Corporation will obtain as much D&O Insurance as can be obtained Company, and no other party shall have any further obligation to purchase or pay for the remainder of such period for an annualized premium not in excess of the Maximum Premium. The Company represents that the Maximum Premium is $641,000insurance hereunder. (d) The provisions of this Section 6.06 6.10 (i) are intended to be for the benefit of, and will be enforceable by, each indemnified party, his or her heirs and his or her representatives and (ii) are in addition to, and not in substitution for, any other rights to indemnification or contribution that any such person may have by contract or otherwise. Green Plains will pay (as incurred) all out-of-pocket expenses, including reasonable fees and expenses of counsel, that a current or former manager or officer of VBV may incur in enforcing the indemnity and other obligations provided for in this Section 6.10.

Indemnification, Exculpation and Insurance. (a) Parent agrees and Sub agree that all rights to indemnification and exculpation from liabilities for acts or omissions occurring at or prior to the Effective Time now existing in favor of the current or former directors or officers of the Company and its subsidiaries as provided in their respective articles certificates of organization incorporation or by-laws (or comparable organizational documents) and any indemnification agreements or arrangements of the Company (as each is in effect on the date hereof), the existence of which does not constitute a breach of this Agreement, shall be assumed by the Surviving Corporation in the Merger, without further action, as of the Effective Time and shall survive the Merger and shall continue in full force and effect in accordance with their terms, and Parent shall cause the . The Surviving Corporation shall pay any expenses of any indemnified person under this Section 5.7 in advance of the final disposition of any action, proceeding or claim relating to honor all any such rightsact or omission to the fullest extent permitted under the DGCL upon receipt from the applicable indemnified person to whom advances are to be advanced of any undertaking to repay such advances required under the DGCL. The Surviving Corporation shall cooperate in the defense of any such matter. In addition, from and after the Effective Time, directors or officers of the Company who become directors or officers of Parent will be entitled to the same indemnity rights and protections as are afforded to other directors and officers of Parent. (b) In the event that either of the Surviving Corporation or Parent or any of its successors or assigns (i) consolidates with or merges into any other person and is not the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers or conveys all or substantially all of its properties and assets to any person, or Parent otherwise dissolves the Surviving Corporation, then, and in each such case, Parent shall cause proper provision to will be made so that the successors and assigns of Parent or the Surviving Corporation Corporation, as applicable, will assume the obligations thereof set forth in this Section 6.065.7. (c) The Surviving Corporation shall, at its option, for a period of not less than six years after the Effective Time, either (i) maintain the Company's current directors' and officers' liability insurance covering acts or omissions occurring at or prior to the Effective Time ("D&O Insurance") with respect to those persons who are currently covered by the Company's directors' and officers' liability insurance policy on terms with respect to such coverage and amount no less favorable than those of such policy in effect on the date hereof or (ii) cause to be provided coverage no less favorable to such directors or officers, as the case may be, than the D&O Insurance, in each case so long as the annual premium therefor would not be in excess of 150% of the last annual premium paid for the D&O Insurance prior to the date of this Agreement (such 150% amount the "Maximum Premium"); provided that if the annual premium for such coverage exceeds the Maximum Premium, Parent shall be obligated to obtain a policy with the greatest coverage available for a cost not exceeding the Maximum Premium. If the existing or substituted directors' and officers' liability insurance expires, is terminated or canceled during such six-year period, the Surviving Corporation will obtain as much D&O Insurance as can be obtained for the remainder of such period for an annualized premium not in excess of the Maximum Premium. The Company represents that the Maximum Premium is $641,000. (d) The provisions of this Section 6.06 5.7 (i) are intended to be for the benefit of, and will be enforceable by, each indemnified party, his or her heirs and his or her representatives and (ii) are in addition to, and not in substitution for, any other rights to indemnification or contribution that any such person may have by contract or otherwise. (d) For six years after the Effective Time, Parent or the Surviving Corporation shall maintain in effect the Company's current directors' and officers' liability insurance covering acts or omissions occurring prior to the Effective Time with respect to those persons who are currently covered by the Company's directors' and officers' liability insurance policy on terms with respect to such coverage and amount no less favorable to the Company's directors and officers currently covered by such insurance than those of such policy in effect on the date hereof; provided that Parent may substitute therefor policies of Parent or its subsidiaries containing terms with respect to coverage and amount no less favorable to such directors or officers; provided, further, that in no event shall Parent or the Surviving Corporation be required to pay aggregate premiums for insurance under this Section 5.7(d) in excess of 200% of the aggregate premiums paid by the Company in 1997 on an annualized basis for such purpose. (e) Parent shall cause the Surviving Corporation or any successor thereto to comply with its obligations under this Section 5.7.

Indemnification, Exculpation and Insurance. (a) Parent agrees that all rights The Certificate of Incorporation and the By-laws of the Surviving Corporation shall contain provisions with respect to indemnification and exculpation from liabilities liability of officers and directors to the fullest extent permitted by Delaware Law, which provisions shall not be amended, repealed or otherwise modified for acts or omissions occurring a period of six years from the Effective Time in any manner that would adversely affect the rights thereunder of individuals who at or prior to the Effective Time now existing in favor were directors, officers, employees or agents of the current or former directors or officers of the Company and its subsidiaries as provided in their respective articles of organization or by-laws (or comparable organizational documents) and any indemnification agreements of the Company (as each is in effect on the date hereof"INDEMNIFIED PARTIES"), the existence of which does not constitute a breach of this Agreement, shall be assumed unless such modification is required by the Surviving Corporation in the Merger, without further action, as of the Effective Time and shall survive the Merger and shall continue in full force and effect in accordance with their terms, and Parent shall cause the Surviving Corporation to honor all such rightslaw. (b) To the extent coverage is reasonably available under Company's current directors' and officers' liability insurance policy or otherwise, Parent will extend the discovery or reporting period under such policy for up to three years from the Effective Time to maintain in effect directors' and officers' liability insurance covering pre-acquisition acts for those persons who are currently covered by Company's directors' and officers' liability insurance policy (a copy of which has been heretofore delivered to Parent) on terms no less favorable than the terms of such current insurance coverage. (c) In the event that Parent, the Surviving Corporation or any of its their successors or assigns (i) consolidates with or merges into any other person and is shall not be the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers or conveys all or substantially all of its properties and assets to any person, or Parent otherwise dissolves the Surviving Corporation, then, then and in each such case, Parent proper provisions shall cause proper provision to be made so that the successors and assigns of Parent or the Surviving Corporation Corporation, as the case may be, shall assume the obligations set forth in this Section 6.06. (c) The Surviving Corporation shall, at its option, for a period of not less than six years after the Effective Time, either (i) maintain the Company's current directors' and officers' liability insurance covering acts or omissions occurring at or prior to the Effective Time ("D&O Insurance") with respect to those persons who are currently covered by the Company's directors' and officers' liability insurance policy on terms with respect to such coverage and amount no less favorable than those of such policy in effect on the date hereof or (ii) cause to be provided coverage no less favorable to such directors or officers, as the case may be, than the D&O Insurance, in each case so long as the annual premium therefor would not be in excess of 150% of the last annual premium paid for the D&O Insurance prior to the date of this Agreement (such 150% amount the "Maximum Premium"); provided that if the annual premium for such coverage exceeds the Maximum Premium, Parent shall be obligated to obtain a policy with the greatest coverage available for a cost not exceeding the Maximum Premium. If the existing or substituted directors' and officers' liability insurance expires, is terminated or canceled during such six-year period, the Surviving Corporation will obtain as much D&O Insurance as can be obtained for the remainder of such period for an annualized premium not in excess of the Maximum Premium. The Company represents that the Maximum Premium is $641,0005.1. (d) The provisions This Section 8.1 shall survive the consummation of this Section 6.06 (i) are the Merger at the Effective Time, is intended to be for benefit Company, Parent, the benefit ofSurviving Corporation and the Indemnified Parties, and will shall be enforceable by, each indemnified party, his or her heirs binding on all successors and his or her representatives assigns of Parent and (ii) are in addition to, and not in substitution for, any other rights to indemnification or contribution that any such person may have by contract or otherwisethe Surviving Corporation.

Indemnification, Exculpation and Insurance. (a) To the extent, if any, not provided by a right of - indemnification or other agreement or policy existing as of the date of this Agreement, from and after the Effective Time, Parent agrees shall, to the fullest extent that the Company would have been permitted to do so prior to the Effective Time by applicable law, indemnify, defend and hold harmless each person who is now, or has been at any time prior to the date hereof, an officer or director of the Company or any of its subsidiaries, or who becomes an officer or director of the Company or any of its subsidiaries in the ordinary course of business prior to the Effective Time (each an "Indemnified Party" and, ----------------- collectively, the "Indemnified Parties"), against all losses, expenses ------------------- (including reasonable attorney's fees and expenses), claims, damages or liabilities or, subject to the proviso of the next succeeding sentence, amounts paid in settlement, to the extent arising out of actions or omissions occurring at or prior to the Effective Time (and whether asserted or claimed prior to, at or after the Effective Time) in connection with such person's duties as a director or officer of the Company or any of its subsidiaries, including in respect of this Agreement, the Merger and the other transactions contemplated hereby ("Indemnified Liabilities"); provided, however, that an Indemnified Party ----------------------- -------- ------- shall not be entitled to indemnification under this Section 5.05(a) for any such loss, expense, claim, damage, liability or amount paid in settlement arising out of actions or omissions by the Indemnified Party determined by a court of competent jurisdiction to constitute (i) a breach of this Agreement, (ii) criminal conduct or (iii) any violation of federal, state or foreign securities laws. In the event of any such loss, expense, claim, damage, liability or amount paid in settlement (whether or not arising before the Effective Time), Parent shall pay or cause to be paid the reasonable fees and expenses of counsel selected by the Indemnified Parties, which counsel shall be reasonably satisfactory to Parent, promptly after statements therefor are received and otherwise reimburse such Indemnified Party upon request for documented expenses reasonably incurred; provided, however, that Parent shall not be liable for any -------- ------- settlement effected without its written prior consent (which consent shall not be unreasonably withheld or delayed). In the event any Indemnified Party is required to bring any action against Parent to enforce rights or to collect money due under this Agreement and such action results in a final, non- appealable judgment in favor of such Indemnified Party, Parent shall reimburse such Indemnified Party for all of its reasonable expenses in bringing and pursuing such action. Each Indemnified Party shall be entitled to the advancement of expenses to the full extent contemplated in this Section 5.05(a) in connection with any such action; provided, however, that any person to whom -------- ------- expenses are advanced provides an undertaking to repay such advances if it is ultimately determined that such person is not entitled to indemnification. (b) Each of Parent and Merger Sub agree that all rights to indemnification and exculpation from liabilities for acts or omissions occurring at or prior to the Effective Time now existing as of the date of this Agreement in favor of the current or former directors or officers of the Company and its subsidiaries as provided in their respective articles certificates of organization incorporation or by-laws (or comparable similar organizational documents) and any indemnification agreements of the Company (as each is in effect on the date hereof), the existence of which does not constitute a breach of this Agreement, shall be assumed by the Surviving Corporation disclosed in the Merger, without further action, as of the Effective Time and Filed SEC Documents shall survive the Merger and shall continue in full force and effect in accordance with their termsterms from the Effective Time until the expiration of the applicable statute of limitations with respect to any claims against such directors or officers arising out of such acts or omissions. (c) For six years after the Effective Time, and unless Parent agrees in writing to guarantee the indemnification obligations set forth in Section 5.05(b), Parent shall cause to be maintained in effect the Surviving Corporation 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 honor all the Effective Time on terms with respect to such rightscoverage and amounts no less favorable in any material respect to such directors and officers than those of such policy as in effect on the date of this Agreement; provided that Parent may substitute therefor policies of a -------- reputable insurance company the material terms of which, including coverage and amount, are no less favorable in any material respect to such directors and officers than the insurance coverage otherwise required under this Section 5.05(c); provided, however, that in no event shall Parent be required to pay -------- ------- aggregate annual premiums for insurance under this Section 5.05(c) in excess of $632,952 (the "Maximum Premium"), which the Company represents and warrants is --------------- equal to 200% of the annual premiums paid as of the date hereof by the Company for such insurance; provided that, if such premium exceeds the Maximum Premium, -------- Parent shall nevertheless be obligated to provide the most advantageous coverage as may be obtained for such Maximum Premium. (bd) In the event that If Parent or the Surviving Corporation or any of its their successors or assigns (i) consolidates with or merges into any other person and is shall not be the continuing or surviving corporation or entity of in such consolidation or merger or (ii) transfers or conveys all or substantially all of its properties and assets to any person, or Parent otherwise dissolves the Surviving Corporation, then, then and in each either such case, Parent shall cause proper provision to shall be made so that the successors and assigns of Parent or the Surviving Corporation assume the obligations set forth in this Section 6.06. (c) The Surviving Corporation shall, at its option, for a period of not less than six years after the Effective Time, either (i) maintain the Company's current directors' and officers' liability insurance covering acts or omissions occurring at or prior to the Effective Time ("D&O Insurance") with respect to those persons who are currently covered by the Company's directors' and officers' liability insurance policy on terms with respect to such coverage and amount no less favorable than those of such policy in effect on the date hereof or (ii) cause to be provided coverage no less favorable to such directors or officersCorporation, as the case may be, than shall assume the D&O Insurance, in each case so long as the annual premium therefor would not be in excess obligations of 150% of the last annual premium paid for the D&O Insurance prior to the date of this Agreement (such 150% amount the "Maximum Premium"); provided that if the annual premium for such coverage exceeds the Maximum Premium, Parent shall be obligated to obtain a policy with the greatest coverage available for a cost not exceeding the Maximum Premium. If the existing or substituted directors' and officers' liability insurance expires, is terminated or canceled during such six-year period, the Surviving Corporation will obtain Corporation, as much D&O Insurance as can be obtained for the remainder of such period for an annualized premium not applicable, set forth in excess of the Maximum Premium. The Company represents that the Maximum Premium is $641,000this Section 5.05. (de) The rights of each Indemnified Party hereunder shall be in addition to any other rights such Indemnified Party may have under applicable law, agreement or otherwise. The provisions of this Section 6.06 (i) 5.05 shall survive the consummation of the Merger and expressly are intended to be for benefit each of the benefit ofIndemnified Parties, and will be enforceable by, each indemnified party, his or her their heirs and his or her representatives and (ii) are in addition to, and not in substitution for, any other rights to indemnification or contribution that any such person may have by contract or otherwiserepresentatives.

Indemnification, Exculpation and Insurance. (a) Parent agrees Central and Central Sub agree that all rights to indemnification and exculpation from liabilities for acts or omissions occurring at or prior to the Effective Time now existing in favor of the current or former directors directors, officers, employees or officers agents of Holdings, Allright and the Company and its subsidiaries Subsidiaries as provided in their respective articles certificates of organization incorporation or by-laws (or comparable organizational documents) and any indemnification agreements or arrangements of the Company (as each is in effect on the date hereof)Holdings, Allright or any Subsidiary the existence of which does not constitute cause a breach of this Agreement, Agreement shall be assumed by the Surviving Corporation in the MergerCentral, without further action, as of the Effective Time and shall survive the Merger and shall continue in full force and effect effect, without amendment, for six years after the Effective Time; provided, however, that all rights to indemnification in accordance with their termsrespect of any claim asserted or made within such period shall continue until the final disposition of such claim. Central shall cooperate in the defense of any such matter. In addition, from and Parent shall cause after the Surviving Corporation Effective Time, directors or officers of Holdings, Allright or any Subsidiary who become directors or officers of Central or any Central Subsidiary will be entitled to honor all the same indemnity rights and protections as are afforded to other directors and officers of Central or such rightsCentral Subsidiary. (b) In the event that either of the Surviving Corporation or Central or any of its successors or assigns (i) consolidates with or merges into any other person and is not the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers or conveys all or substantially all of its properties and assets to any person, or Parent otherwise dissolves the Surviving Corporation, then, and in each such case, Parent shall cause proper provision to will be made so that the successors and assigns of Central or the Surviving Corporation Corporation, as applicable, will assume the obligations thereof set forth in this Section 6.065.11. (c) The Surviving Corporation shall, at its option, for a period of not less than six years after the Effective Time, either (i) maintain the Company's current directors' and officers' liability insurance covering acts or omissions occurring at or prior to the Effective Time ("D&O Insurance") with respect to those persons who are currently covered by the Company's directors' and officers' liability insurance policy on terms with respect to such coverage and amount no less favorable than those of such policy in effect on the date hereof or (ii) cause to be provided coverage no less favorable to such directors or officers, as the case may be, than the D&O Insurance, in each case so long as the annual premium therefor would not be in excess of 150% of the last annual premium paid for the D&O Insurance prior to the date of this Agreement (such 150% amount the "Maximum Premium"); provided that if the annual premium for such coverage exceeds the Maximum Premium, Parent shall be obligated to obtain a policy with the greatest coverage available for a cost not exceeding the Maximum Premium. If the existing or substituted directors' and officers' liability insurance expires, is terminated or canceled during such six-year period, the Surviving Corporation will obtain as much D&O Insurance as can be obtained for the remainder of such period for an annualized premium not in excess of the Maximum Premium. The Company represents that the Maximum Premium is $641,000. (d) The provisions of this Section 6.06 5.11 (i) are intended to be for the benefit of, and will be enforceable by, each indemnified party, his or her heirs and his or her representatives and (ii) are in addition to, and not in substitution for, any other rights to indemnification or contribution that any such person may have by contract or otherwise. (d) For six years after the Effective Time, Central or the Surviving Corporation shall maintain in effect Holdings' and Allright's current directors' and officers' liability insurance covering acts or omissions occurring prior to the Effective Time with respect to those persons who are currently covered by such directors' and officers' liability insurance policy on terms with respect to such coverage and amount no less favorable in the aggregate currently covered by such insurance than those of such policy in effect on the date hereof; provided that Central may substitute therefor policies of Central or the Central Subsidiaries containing terms with respect to coverage and amount no less favorable to such directors or officers or, in the alternative, Central may purchase a "tail" on Holdings' existing insurance policy for a term of not less than six years. (e) Central shall cause the Surviving Corporation or any successor thereto to comply with its obligations under this Section 5.11. (f) This Section 5.11 is intended to be for the benefit of such directors and officers.

Indemnification, Exculpation and Insurance. (a) Parent Subject only to the limitations of the Nevada Act, InfoCast agrees that all rights to indemnification and exculpation from liabilities for acts or omissions occurring at or prior to the Effective Time now existing in favor of the current or former directors or officers of the Company and its subsidiaries i360 as provided in their respective articles certificates of organization incorporation or by-laws (or comparable organizational documents) and any indemnification agreements of the Company (as each is in effect on the date hereof)i360, the existence of which does not constitute a breach of this Agreement, shall be assumed by InfoCast, as the Surviving Corporation in the Merger, without further action, as of the Effective Time and shall survive the Merger and shall continue in full force and effect in accordance with their terms. The Surviving Corporation shall upon the request of any current (immediately prior to the Effective Time) director of i360, and Parent shall cause enter into a contract obligating the Surviving Corporation to honor all indemnify and exculpate such rightsindividual for liabilities as described in this Section 6.4. In addition, from and after the Effective Time, directors and officers of i360 who become directors or officers of InfoCast will be entitled to the same indemnity rights and protections as are afforded to other directors and officers of InfoCast. (b) In the event that the Surviving Corporation InfoCast or any of its successors or assigns (i) consolidates with or merges into any other person and is not the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers or conveys all or substantially all of its properties and assets to any person, or Parent otherwise dissolves the Surviving Corporation, then, and in each such case, Parent InfoCast shall cause proper provision to be made so require any such agreement or other contract that the successors and assigns of the Surviving Corporation successor, assign or transferee assume the obligations set forth in this Section 6.066.4. (c) The Surviving Corporation shall, at its option, for a period of not less than six years after the Effective Time, either (i) maintain the Company's current directors' and officers' liability insurance covering acts or omissions occurring at or prior to the Effective Time ("D&O Insurance") with respect to those persons who are currently covered by the Company's directors' and officers' liability insurance policy on terms with respect to such coverage and amount no less favorable than those of such policy in effect on the date hereof or (ii) cause to be provided coverage no less favorable to such directors or officers, as the case may be, than the D&O Insurance, in each case so long as the annual premium therefor would not be in excess of 150% of the last annual premium paid for the D&O Insurance prior to the date of this Agreement (such 150% amount the "Maximum Premium"); provided that if the annual premium for such coverage exceeds the Maximum Premium, Parent shall be obligated to obtain a policy with the greatest coverage available for a cost not exceeding the Maximum Premium. If the existing or substituted directors' and officers' liability insurance expires, is terminated or canceled during such six-year period, the Surviving Corporation will obtain as much D&O Insurance as can be obtained for the remainder of such period for an annualized premium not in excess of the Maximum Premium. The Company represents that the Maximum Premium is $641,000. (d) The provisions of this Section 6.06 (i) 6.4 are intended to be for the benefit of, and will be enforceable by, each indemnified party, his or her heirs and his or her representatives and (ii) are in addition to, and not in substitution for, any other rights to indemnification or contribution that any such person may have by contract or otherwise.

Indemnification, Exculpation and Insurance. (a) Each of Parent agrees that and the Surviving Corporation shall, and Parent shall cause the Surviving Corporation to, assume and perform the obligations with respect to all rights to indemnification and exculpation from liabilities liabilities, including advancement of expenses, for acts or omissions occurring at or prior to the Effective Time now existing in favor of the current or former directors directors, managers, members or officers of the Company OUTD and its subsidiaries Subsidiaries that are existing, and any person who becomes a director or officer prior to the Effective Time (each an “Indemnified Party”) as provided in their respective articles of organization the OUTD Organizational Documents or by-laws (OUTD Subsidiary Organizational Documents, as applicable, or comparable organizational documents) and any indemnification agreements of Contract between such Indemnified Party, on the Company one hand, and OUTD or its Subsidiaries, as applicable, on the other hand (in each case, as each is in effect on the date hereof), the existence of which does not constitute a breach of this Agreement, shall be assumed by the Surviving Corporation in the Merger, without further action, as of the Effective Time and such obligations shall survive the Merger Effective Time and shall continue in full force and effect in accordance with their terms. For no less than six (6) years after the Effective Time, and Parent shall cause the certificate of incorporation and bylaws (or similar organizational documents, as applicable) of the Surviving Corporation and its Subsidiaries to honor all such rightscontain provisions no less favorable with respect to indemnification, advancement of expenses and exculpation of present and former directors and officers of OUTD and its Subsidiaries than are presently set forth in the OUTD Organizational Documents or the OUTD Subsidiary Organizational Documents, as applicable. (b) In the event that either Parent or the Surviving Corporation or any of its their respective successors or assigns (i) consolidates with or merges into any other person Person and is not the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers or conveys all or substantially all of its properties and other assets to any person, or Parent otherwise dissolves the Surviving CorporationPerson, then, and in each such case, Parent shall cause proper provision to be made so that the successors and assigns of Parent or the Surviving Corporation Corporation, as applicable, shall expressly assume the obligations set forth in this Section 6.066.10. (c) The Surviving Corporation shall, at its option, for a period of not less than six years after Prior to the Effective Time, either OUTD and Parent may obtain and fully pay for “tail” insurance policies with a claims period of no more than six (i6) maintain years from and after the Company's current Effective Time with respect to directors' ’ and officers' ’ liability insurance covering acts and fiduciary liability insurance with benefits and levels of coverage no less favorable than OUTD’s and Parent’s existing policies, respectively, with respect to matters existing or omissions occurring at or prior to the Effective Time ("D&O Insurance") including with respect to those persons who are acts and omissions occurring in connection with this Agreement or the transactions or actions contemplated hereby) and, if such policies have been obtained, Parent shall, and shall cause the Surviving Corporation to, maintain such policies in full force and effect after the Effective Time; provided, however, that in satisfying its obligation under this Section 6.10(c), none of OUTD, Parent or Parent shall pay more than 225% of the annual premium paid as of the date of this Agreement by OUTD or Parent, as applicable, to obtain such coverage. It is understood and agreed that in the event such coverage cannot be obtained for such amount or less in the aggregate, OUTD and Parent shall only be obligated to provide the maximum coverage as may be obtained for such aggregate amount. If, as of the Effective Time, either OUTD or Parent shall not have obtained the “tail” policies described in the previous sentence, for six (6) years after the Effective Time, Parent shall maintain (directly or indirectly through OUTD’s or Parent’s existing insurance programs, as applicable) in effect OUTD’s and Parent’s current directors’ and officers’ liability insurance with respect to matters existing or occurring at or prior to the Effective Time (including with respect to acts and omissions occurring in connection with this Agreement or the transactions or actions contemplated hereby), covering each Person currently covered by the Company's OUTD’s and Parent’s directors' ’ and officers' ’ liability insurance policy policy, as applicable, on terms with respect to such coverage and amount amounts no less favorable than those of such policy in effect on the date hereof hereof; provided, however, that Parent may substitute therefor policies of Parent with another insurance company of comparable standing to OUTD’s or Parent’s current insurer, as applicable, and containing terms and conditions, including with respect to coverage (iiincluding as coverage relates to deductibles and exclusions) cause to be provided coverage and amounts no less favorable to such directors and officers; provided, further, that in satisfying its obligation under this Section 6.10(c), none of OUTD, Parent or officers, as the case may be, Parent shall pay more than the D&O Insurance, in each case so long as 225% per annum of the annual premium therefor would not be in excess premiums paid as of 150% of the last annual premium paid for the D&O Insurance prior to the date of this Agreement (by OUTD or Parent, as applicable, to obtain such 150% amount coverage. It is understood and agreed that in the "Maximum Premium"); provided that if the annual premium event such coverage cannot be obtained for such coverage exceeds amount or less in the Maximum Premiumaggregate, OUTD and Parent shall only be obligated to obtain a policy with provide the greatest maximum coverage available for a cost not exceeding the Maximum Premium. If the existing or substituted directors' and officers' liability insurance expires, is terminated or canceled during such six-year period, the Surviving Corporation will obtain as much D&O Insurance as can may be obtained for the remainder of such period for an annualized premium not in excess of the Maximum Premium. The Company represents that the Maximum Premium is $641,000aggregate amount. (d) The provisions of this Section 6.06 6.10 (i) are intended to be for the benefit of, and will be enforceable from and after the Effective Time by, each indemnified partyIndemnified Party, his or her heirs and his or her representatives and (ii) are in addition to, and not in substitution for, any other rights to indemnification or contribution that any such person Person may have by contract Contract or otherwise. The obligations under this Section 6.10 shall not be terminated, amended or otherwise modified in such a manner as to adversely affect any Indemnified Party (or any other person who is a beneficiary under a “tail” policy referred to in Section 6.10(c) (and their heirs and representatives)) without the prior written consent of such person.

Indemnification, Exculpation and Insurance. (a) Parent From and after the Closing Date, Purchaser shall indemnify, defend and hold harmless the individuals who on or prior to the Closing Date were directors, officers or employees of any Company (collectively, the “Indemnitees”) with respect to all acts or omissions by them in their capacities as such or taken at the request of any Seller or any Company at any time prior to the Closing Date in each case to the same extent provided in the certificate of information and bylaws or similar organizational and governing documentation of the applicable Seller or Company as of the date hereof. Purchaser agrees that all rights of the Indemnitees to indemnification and exculpation from liabilities for acts or omissions occurring at or prior to the Effective Time now existing in favor of the current or former directors or officers of the Company and its subsidiaries Closing Date as provided in their the respective articles certificate of organization incorporation or by-laws (or comparable organizational documents) and governing documents of the Company or any of the Subsidiaries as now in effect, and any indemnification agreements or arrangements of the Company (as each is in effect on the date hereof), the existence of which does not constitute a breach of this Agreement, shall be assumed by the Surviving Corporation in the Merger, without further action, as or any of the Effective Time and Subsidiaries shall survive the Merger Closing Date and shall continue in full force and effect in accordance with their terms. Such rights shall not be amended, and Parent shall cause or otherwise modified in any manner that would adversely affect the Surviving Corporation to honor all rights of the Indemnitees, unless such rightsmodification is required by Law. (b) The provisions of this Section 8.7: (i) are intended to be for the benefit of, and shall be enforceable by, each Indemnitee, his or her heirs and his or her representatives; and (ii) are in addition to, and not in substitution for, any other rights to indemnification or contribution that any such person may have by Contract or otherwise. (c) In the event that the Surviving Corporation Purchaser or any of its successors or assigns (i) consolidates with or merges into any other person and is not the continuing or surviving corporation or entity of such consolidation or merger merger; or (ii) transfers or conveys all or substantially all of its properties and assets to any person, or Parent otherwise dissolves the Surviving CorporationPerson, then, and in each such case, Parent shall cause proper provision to shall be made so that the successors and assigns of the Surviving Corporation Purchaser shall assume all of the obligations thereof set forth in this Section 6.06. (c) The Surviving Corporation shall, at its option, for a period of not less than six years after the Effective Time, either (i) maintain the Company's current directors' and officers' liability insurance covering acts or omissions occurring at or prior to the Effective Time ("D&O Insurance") with respect to those persons who are currently covered by the Company's directors' and officers' liability insurance policy on terms with respect to such coverage and amount no less favorable than those of such policy in effect on the date hereof or (ii) cause to be provided coverage no less favorable to such directors or officers, as the case may be, than the D&O Insurance, in each case so long as the annual premium therefor would not be in excess of 150% of the last annual premium paid for the D&O Insurance prior to the date of this Agreement (such 150% amount the "Maximum Premium"); provided that if the annual premium for such coverage exceeds the Maximum Premium, Parent shall be obligated to obtain a policy with the greatest coverage available for a cost not exceeding the Maximum Premium. If the existing or substituted directors' and officers' liability insurance expires, is terminated or canceled during such six-year period, the Surviving Corporation will obtain as much D&O Insurance as can be obtained for the remainder of such period for an annualized premium not in excess of the Maximum Premium. The Company represents that the Maximum Premium is $641,0008.7. (d) The provisions obligations of Purchaser under this Section 8.7 shall not be terminated or modified in such a manner as to adversely affect any Indemnitee to whom this Section 8.7 applies without the consent of the affected Indemnitee (it being expressly agreed that the Indemnitees to whom this Section 8.7 applies shall be third party beneficiaries of this Section 6.06 (i) are intended to be for the benefit of, and will be enforceable by, each indemnified party, his or her heirs and his or her representatives and (ii) are in addition to, and not in substitution for, any other rights to indemnification or contribution that any such person may have by contract or otherwise8.7).

Indemnification, Exculpation and Insurance. (a) Parent agrees and Merger Sub agree that all rights to indemnification and exculpation from liabilities for acts or omissions occurring at or prior to the Effective Time now existing in favor of the current or former directors or and officers of the Company and its subsidiaries as provided in their respective articles of organization or by-laws (or comparable organizational documents) and any indemnification agreements of the Company (Charter Documents as each is in effect on the date hereof), the existence of which does not constitute a breach of this Agreement, Agreement for acts or omissions occurring prior to the Effective Time shall be assumed and performed by the Surviving Corporation in the Merger, without further action, as of the Effective Time and shall survive the Merger and shall continue in full force and effect in accordance until the expiration of the applicable statute of limitations with their termsrespect to any claims against such directors or officers arising out of such acts or omissions, and Parent shall cause the Surviving Corporation to honor all such rightsexcept as otherwise required by applicable Law. (b) For a period of six (6) 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 (a correct and complete copy of which has been heretofore made available to Parent) 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 any material respect 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 aggregate premiums for insurance under this Section 5.8(b) in excess of 200% of the amount of the aggregate premiums paid by the Company for fiscal year 2007 for such purpose (which fiscal year 2007 premiums are hereby represented and warranted by the Company to be as set forth in Section 5.8(b) of the Company Letter), it being understood that Parent shall nevertheless be obligated to provide such coverage as may be obtained for such 200% amount. (c) In the event that Parent, the Surviving Corporation or any of its successors or assigns shall (i) consolidates consolidate with or merges merge into any other person Person and is shall not be the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers or conveys transfer all or substantially all of its properties and assets to any person, or Parent otherwise dissolves the Surviving CorporationPerson, then, and in each such case, Parent shall cause proper provision to be made so that the successors successor and assigns assign of Parent or the Surviving Corporation assume assumes the obligations set forth in this Section 6.06. (c) The Surviving Corporation shall, at its option, for a period of not less than six years after the Effective Time, either (i) maintain the Company's current directors' and officers' liability insurance covering acts or omissions occurring at or prior to the Effective Time ("D&O Insurance") with respect to those persons who are currently covered by the Company's directors' and officers' liability insurance policy on terms with respect to such coverage and amount no less favorable than those of such policy in effect on the date hereof or (ii) cause to be provided coverage no less favorable to such directors or officers, as the case may be, than the D&O Insurance5.8. In addition, in each case so long as the annual premium therefor would not be in excess of 150% of the last annual premium paid for the D&O Insurance prior to the date of this Agreement event (such 150% amount the "Maximum Premium"); provided that if the annual premium for such coverage exceeds the Maximum Premium, Parent shall be obligated to obtain a policy with the greatest coverage available for a cost not exceeding the Maximum Premium. If the existing or substituted directors' and officers' liability insurance expires, is terminated or canceled during such six-year period, A) the Surviving Corporation will obtain as much D&O Insurance as can be obtained for transfers any material portion of its assets, in a single transaction or in a series of transactions, or (B) Parent takes any action to materially impair the remainder of such period for an annualized premium not in excess financial ability of the Maximum Premium. The Company represents Surviving Corporation to satisfy the obligations referred to in Section 5.8(a), Parent will either guarantee such obligations or take such other action as Parent deems necessary to ensure that the Maximum Premium is $641,000ability of the Surviving Corporation, legal and financial, to satisfy such obligations will not be diminished in any material respect. (d) The provisions of this Section 6.06 5.8 (i) 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 representatives legal representatives, and (ii) are in addition to, and not in substitution for, any other rights to indemnification or contribution that any such person Person may have by contract Contract or otherwise.

Indemnification, Exculpation and Insurance. (a) Parent From and after the Closing Date, Purchaser shall, and shall cause the Company and the Subsidiaries to, indemnify, defend and hold harmless, to the fullest extent permitted under applicable Law, the individuals who on or prior to the Closing Date were directors, officers or employees of the Company or the Subsidiaries (collectively, the “Indemnitees”) with respect to all acts or omissions by them in their capacities as such or taken at the request of the Company or the Subsidiaries at any time prior to the Closing Date. Purchaser agrees that all rights of the Indemnitees to indemnification and exculpation from liabilities for acts or omissions by them in their capacities as such or taken at the request of the Company or the Subsidiaries occurring at or prior to the Effective Time now existing Closing Date as provided in favor of the current or former directors or officers constituent documents of the Company and its subsidiaries or the Subsidiaries as provided now in their respective articles of organization or by-laws (or comparable organizational documents) effect and any indemnification agreements or arrangements of the Company (as each is in effect on the date hereof), the existence any of which does not constitute a breach of this Agreement, shall be assumed by the Surviving Corporation in the Merger, without further action, as of the Effective Time and them shall survive the Merger Closing Date and shall continue in full force and effect in accordance with their terms. Such rights shall not be amended or otherwise modified in any manner that would adversely affect the rights of the Indemnitees, unless such modification is required by Law. In addition, Purchaser shall pay any expenses of any Indemnitee incurred in investigating or defending any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, arbitrative, or investigative, any appeal in such an action, suit, or proceeding, and any inquiry or investigation that could lead to such an action, suit, or proceeding, relating to acts or omissions by such Indemnitee in his or her capacity as an officer or director of the Company or the Subsidiaries or taken at the request of any of them, as applicable, at any time prior to the Closing Date, and all other expenses of any Indemnitee under this Section 8.7, as incurred to the fullest extent permitted under applicable Law; provided, that the individual to whom expenses are advanced provides an undertaking to repay such advances to the extent required by applicable Law. Notwithstanding the foregoing, the foregoing rights shall not apply to the extent any Indemnitee is the beneficiary of any insurance policy with respect to such matters or is subject to indemnification pursuant to the constituent documents of Parent shall cause the Surviving Corporation to honor all such rightsor Seller or any agreement between any Indemnitee and Parent or Seller. (b) The provisions of this Section 8.7: (i) are intended to be for the benefit of, and shall be enforceable by, each Indemnitee, his or her heirs and his or her representatives; and (ii) are in addition to, and not in substitution for, any other rights to indemnification or contribution that any such person may have by Contract or otherwise. (c) In the event that Purchaser, the Surviving Corporation Company, the Subsidiaries or any of its their respective successors or assigns (i) consolidates with or merges into any other person Person and is not the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers or conveys all or substantially all of its properties and assets to any person, or Parent otherwise dissolves the Surviving CorporationPerson, then, and in each such case, Parent shall cause proper provision to shall be made so that the successors and assigns of Purchaser, the Surviving Corporation Company or the Subsidiaries, as applicable, shall assume all of the obligations thereof set forth in this Section 6.06. (c) The Surviving Corporation shall, at its option, for a period of not less than six years after the Effective Time, either (i) maintain the Company's current directors' and officers' liability insurance covering acts or omissions occurring at or prior to the Effective Time ("D&O Insurance") with respect to those persons who are currently covered by the Company's directors' and officers' liability insurance policy on terms with respect to such coverage and amount no less favorable than those of such policy in effect on the date hereof or (ii) cause to be provided coverage no less favorable to such directors or officers, as the case may be, than the D&O Insurance, in each case so long as the annual premium therefor would not be in excess of 150% of the last annual premium paid for the D&O Insurance prior to the date of this Agreement (such 150% amount the "Maximum Premium"); provided that if the annual premium for such coverage exceeds the Maximum Premium, Parent shall be obligated to obtain a policy with the greatest coverage available for a cost not exceeding the Maximum Premium. If the existing or substituted directors' and officers' liability insurance expires, is terminated or canceled during such six-year period, the Surviving Corporation will obtain as much D&O Insurance as can be obtained for the remainder of such period for an annualized premium not in excess of the Maximum Premium. The Company represents that the Maximum Premium is $641,0008.7. (d) The provisions obligations of Purchaser under this Section 8.7 shall not be terminated or modified in such a manner as to adversely affect any Indemnitee to whom this Section 8.7 applies without the consent of the affected Indemnitee (it being expressly agreed that the Indemnitees to whom this Section 8.7 applies shall be third party beneficiaries of this Section 6.06 (i) are intended to be for the benefit of, and will be enforceable by, each indemnified party, his or her heirs and his or her representatives and (ii) are in addition to, and not in substitution for, any other rights to indemnification or contribution that any such person may have by contract or otherwise8.7).

Indemnification, Exculpation and Insurance. (a) For six (6) years after the Effective Time, Parent agrees that all rights to indemnification and exculpation from liabilities for acts or omissions occurring at or prior shall cause the Surviving Corporation (i) to the Effective Time now existing fullest extent permitted by applicable Law, to include and cause to be maintained in effect in the Surviving Corporation’s (or any successor’s) organizational documents provisions regarding elimination of liability of directors, and indemnification of and advancement of expenses to directors and officers of the Company, no less favorable than those contained in the Company’s Organizational Documents as of the date hereof, in favor of the current or former all past and present directors or and officers of the Company and its subsidiaries as provided Subsidiaries (individually, an “Indemnified Party” and, collectively, the “Indemnified Parties”) in their respective articles of organization connection with acts or by-laws omissions occurring on or prior to the Effective Time, and (or comparable organizational documentsii) to honor the Company’s obligations under the Company’s Organizational Documents and any indemnification agreements those certain Indemnification Agreements by and between the Company and those individuals listed in Section 5.06 of the Company Disclosure Letter (as each is in effect on the date hereof)collectively, the existence of which does “Indemnification Agreements”) to the fullest extent permitted by Law, but in no event to any lesser extent than the Company would be required to perform them if the transactions contemplated hereby had not constitute a breach of this Agreement, shall be assumed by the Surviving Corporation in the Merger, without further action, as of the Effective Time and shall survive the Merger and shall continue in full force and effect in accordance with their terms, and Parent shall cause the Surviving Corporation to honor all such rightstaken place. (b) In the event that either Parent or the Surviving Corporation or any of its their successors or assigns (i) consolidates with or merges into any other person Person and is not the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers or conveys all or substantially all of its properties properties, rights, and other assets to any person, or Parent otherwise dissolves the Surviving CorporationPerson, then, and in each such case, Parent shall, and shall cause the Surviving Corporation to, cause proper provision to be made so that the successors and assigns of the Surviving Corporation such successor or assign shall assume the obligations set forth in this Section 6.065.06. (c) The Surviving Corporation shall, at its option, for a period of not less than six years after Prior to the Effective Time, either the Company shall, and, if the Company is unable to, Parent shall cause the Surviving Corporation as of the Effective Time to, obtain and fully pay for, at no expense to the beneficiaries, non-cancellable “tail” insurance policies with a claims period of six (i6) maintain years from and after the Effective Time 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 current directors' ’s existing D&O Insurance, with terms, conditions, retentions, and officers' liability insurance covering acts 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 omissions occurring at or prior to the Effective Time ("D&O Insurance") including in connection with respect to those persons who are currently covered by this Agreement or the Company's directors' and officers' liability insurance transactions contemplated hereby); provided that the amount paid for such tail policy on terms with respect to such coverage and amount no less favorable than those of such policy in effect on the date hereof or (ii) cause to be provided coverage no less favorable to such directors or officers, as the case may be, than the D&O Insurance, in each case so long as the annual premium therefor would shall not be in excess of 150exceed 250% of the last annual premium amount the Company paid for the D&O Insurance in its last full fiscal year prior to the date of this Agreement (such 150% amount the "Maximum “Current Premium"); provided that if ”) without the annual premium for such coverage exceeds the Maximum Premium, Parent shall be obligated to obtain a policy with the greatest coverage available for a cost not exceeding the Maximum Premiumprior written consent of Parent. If the existing or substituted directors' Company and officers' liability the Surviving Corporation for any reason fail to obtain such “tail” insurance expires, is terminated or canceled during such six-year periodpolicies as of the Effective Time, the Surviving Corporation will obtain as much shall, and Parent shall cause the Surviving Corporation to, continue to maintain in effect, at no expense to the beneficiaries, D&O Insurance as can be obtained for a period of at least six (6) years from and after the Effective Time for the remainder 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 period for an annualized premium existing D&O Insurance; provided that in satisfying its obligation under this Section 5.06(c), the Surviving Corporation shall not be obligated to pay aggregate premiums in excess of 250% of the Maximum Current Premium and, if such aggregate premiums for such insurance would exceed 250% of the Current Premium, then the Surviving Corporation shall cause to be maintained policies of insurance that, in the Surviving Corporation’s good faith judgment, provide the maximum coverage available for an aggregate premium equal to 250%% of the Current Premium. The Parent hereby acknowledges that under the Indemnification Agreements, the Company represents has certain obligations relating to the D&O Insurance coverage to be obtained pursuant to this Agreement, including this Section 5.06(c). Parent further acknowledges and agrees that in the Maximum Premium is $641,000event of any inconsistency between the terms of this Agreement and the terms of any Indemnification Agreement, the terms of the Indemnification Agreement will prevail. (d) Parent hereby guarantees the obligations of the Surviving Corporation under Section 5.06(a)(ii), which guarantee shall (i) be solely a guarantee of payment by the Surviving Corporation, (ii) be subject to all of the limitations under applicable Law and the Company’s Organizational Documents that apply to such obligations of the Surviving Corporation and (iii) not expand the obligations of the Surviving Corporation to any of the Indemnified Parties in any way. (e) The provisions of this Section 6.06 5.06 are (i) are intended to be for the benefit of, and will be enforceable from and after the Effective Time by, each indemnified partyIndemnified Party, his or her heirs heirs, and his or her representatives and (ii) are in addition to, and not in substitution for, any other rights to indemnification or contribution that any such person may have by contract Contract or otherwise.

Indemnification, Exculpation and Insurance. (a) Parent From and after the Closing Date, Purchaser shall, or shall cause the Company and the Subsidiaries to, indemnify, defend and hold harmless, to the fullest extent permitted under applicable Law, the individuals who on or prior to the Closing Date were directors, officers or employees of the Company or any of the Subsidiaries (collectively, the “Indemnitees”) with respect to all acts or omissions by them in their capacities as such or taken at the request of the Company or any of the Subsidiaries at any time prior to the Closing Date. Purchaser agrees that all rights of the Indemnitees to indemnification and exculpation from liabilities for acts or omissions occurring at or prior to the Effective Time now existing in favor of the current or former directors or officers of the Company and its subsidiaries Closing Date as provided in their the respective articles certificate of organization incorporation or by-laws (or comparable organizational documents) and any indemnification agreements documents of the Company (or any of the Subsidiaries as each is now in effect on the date hereof), the existence of which does not constitute a breach of this Agreement, shall be assumed by the Surviving Corporation in the Merger, without further action, as of the Effective Time and Company or any of the Subsidiaries shall survive the Merger Closing Date and shall continue in full force and effect in accordance with their terms. Such rights shall not be amended, and Parent or otherwise modified in any manner that would adversely affect the rights of the Indemnitees, unless such modification is required by Law. In addition, Purchaser shall cause pay any expenses of any Indemnitee under this Section 6.2, as incurred to the Surviving Corporation fullest extent permitted under applicable Law, provided that the person to honor all whom expenses are advanced provides an undertaking to repay such rightsadvances to the extent required by applicable Law. (b) In the event that the Surviving Corporation or any of its successors or assigns (i) consolidates with or merges into any other person and is not the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers or conveys all or substantially all of its properties and assets to any person, or Parent otherwise dissolves the Surviving Corporation, then, and in each such case, Parent shall cause proper provision to be made so that the successors and assigns of the Surviving Corporation assume the obligations set forth in this Section 6.06. (c) The Surviving Corporation shall, at its option, for a period of not less than six years after the Effective Time, either (i) maintain the Company's current directors' and officers' liability insurance covering acts or omissions occurring at or prior to the Effective Time ("D&O Insurance") with respect to those persons who are currently covered by the Company's directors' and officers' liability insurance policy on terms with respect to such coverage and amount no less favorable than those of such policy in effect on the date hereof or (ii) cause to be provided coverage no less favorable to such directors or officers, as the case may be, than the D&O Insurance, in each case so long as the annual premium therefor would not be in excess of 150% of the last annual premium paid for the D&O Insurance prior to the date of this Agreement (such 150% amount the "Maximum Premium"); provided that if the annual premium for such coverage exceeds the Maximum Premium, Parent shall be obligated to obtain a policy with the greatest coverage available for a cost not exceeding the Maximum Premium. If the existing or substituted directors' and officers' liability insurance expires, is terminated or canceled during such six-year period, the Surviving Corporation will obtain as much D&O Insurance as can be obtained for the remainder of such period for an annualized premium not in excess of the Maximum Premium. The Company represents that the Maximum Premium is $641,000. (d) The provisions of this Section 6.06 6.2 (i) are intended to be for the benefit of, and will shall be enforceable by, each indemnified partyIndemnitee, his or her heirs and his or her representatives representatives; and (ii) are in addition to, and not in substitution for, any other rights to indemnification or contribution that any such person may have by contract Contract or otherwise. The obligations of Purchaser under this Section 6.2 shall not be terminated or modified in such a manner as to adversely affect any Indemnitee to whom this Section 6.2 applies without the consent of the affected Indemnitee (it being expressly agreed that the Indemnitees to whom this Section 6.2 applies shall be third party beneficiaries of this Section 6.2).

Indemnification, Exculpation and Insurance. (a) Parent agrees that all rights to indemnification and exculpation from liabilities for acts or omissions occurring at or prior to the Effective Time now existing in favor of the current or former directors or officers of the Company and its subsidiaries as provided in their respective articles the Company Certificate of organization Incorporation, the Bylaws or by-laws (or comparable organizational documents) and any indemnification agreements of agreement between such directors or officers and the Company (in each case, as each is in effect on the date hereof), the existence of which does not constitute a breach of this Agreement, ) shall be assumed by the Surviving Corporation in the MergerParent, 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, and Parent shall cause the Surviving Corporation to honor all such rights. (b) In the event that the Surviving Corporation or any of its successors or assigns (i) consolidates with or merges into any other person and is not the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers or conveys all or substantially all of its properties and assets to any person, or Parent otherwise dissolves the Surviving Corporation, then, and in each such case, Parent shall cause proper provision to be made so that the successors and assigns of the Surviving Corporation assume the obligations set forth in this Section 6.06. (c) The Surviving Corporation shall, at its option, for a period of not less than For six years after the Effective Time, either (i) Parent shall cause the Company to maintain in effect the Company's current directorsofficers' and officersdirectors' liability insurance covering in respect of acts or omissions occurring at or prior to the Effective Time ("D&O Insurance") with respect to those persons who are Time, covering each person currently covered by the Company's directorsofficers' and officersdirectors' liability insurance policy (a copy of which has been heretofore delivered to Parent), on terms with respect to such coverage and amount no less favorable than those of such policy in effect on the date hereof or (ii) cause hereof; provided that Parent may substitute therefor policies of Parent containing terms with respect to be provided coverage and amount no less favorable to such directors or and officers; provided, as the case may behowever, than the D&O Insurance, that in each case so long as the annual premium therefor would satisfying its obligation under this Section 6.8(b) Parent shall not be obligated to pay premiums in excess of 150% of the amount per annum paid by the Company in its last annual premium paid full fiscal year; and provided further that if Parent is not able to obtain such coverage for such 150% amount, Parent shall nevertheless be obligated to provide such coverage as may be obtained for such 150% amount. Notwithstanding the D&O Insurance foregoing or any other provision in this Agreement, and in lieu of the other provisions of this Section 6.8(b), nothing shall be deemed to prohibit the Company or Parent from procuring such insurance coverage prior to the date of this Agreement (such 150% amount the "Maximum Premium"); Effective Time, provided that if the annual premium for aggregate cost of such coverage exceeds the Maximum Premium, Parent shall be obligated to obtain a policy with the greatest coverage available for a cost not exceeding the Maximum Premium. If the existing or substituted directors' and officers' liability insurance expires, is terminated or canceled during such six-year period, the Surviving Corporation will obtain as much D&O Insurance as can be obtained for the remainder of such period for an annualized premium not in excess of the Maximum Premium. The Company represents that the Maximum Premium is exceed $641,0002,000,000. (dc) The provisions of this Section 6.06 6.8 are (i) are intended to be for the benefit of, and will be enforceable by, each indemnified party, his or her heirs and his or her representatives and (ii) are in addition to, and not in substitution for, any other rights to indemnification or contribution that any such person may have by contract or otherwise.

Indemnification, Exculpation and Insurance. (a) Parent agrees that all All rights to indemnification and exculpation from liabilities for acts or omissions occurring at or prior to the Effective Time (and rights for advancement of expenses) now existing in favor of the current or former directors managers or officers of VBV or the Company and its subsidiaries VBV Subsidiaries as provided in their respective articles certificates of organization formation or by-laws operating agreements (or comparable organizational documents) and any indemnification or other agreements of the Company (VBV as each is in effect on the date hereof), the existence of which does not constitute a breach of this Agreement, as set forth on Section 6.10 of the VBV Disclosure Schedule, shall be assumed by the Surviving Corporation 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, and Parent shall cause the Surviving Corporation to honor all such rights. (b) In the event that Green Plains or the Surviving Corporation Company or any of its their respective successors or assigns (i) consolidates with or merges into any other person Person and is not the continuing or surviving corporation or entity Person of such consolidation or merger or (ii) transfers or conveys all or substantially all of its properties and assets to any person, or Parent otherwise dissolves the Surviving CorporationPerson, then, and in each such case, Parent Green Plains shall cause proper provision to be made so that the successors and assigns of Green Plains or the Surviving Corporation Company, as applicable, assume the obligations of Green Plains or the Surviving Company, as applicable, set forth in this Section 6.066.10. In the event that Green Plains takes any action to materially impair the financial ability of the Surviving Company to satisfy the obligations referred to in Section 6.10, Green Plains will either guarantee such obligations or take such other action to insure that the ability of the Surviving Company to satisfy such obligations will not be diminished in any material respect. (c) The Surviving Corporation shall, at its option, for a period of not less than six years after Prior to the Effective Time, either (i) maintain the CompanyVBV shall purchase a six-year prepaid "tail" policy on terms and conditions providing substantially equivalent benefits as VBV's current directorsmanagers' and officers' liability insurance covering with respect to acts or omissions occurring at on or prior to before the Effective Time ("D&O Insurance") with respect to those persons who are currently covered by Time, covering without limitation the Company's directors' and officers' liability insurance policy on terms with respect to such coverage and amount no less favorable than those of transactions contemplated hereby. Green Plains shall cause such policy in effect on the date hereof or (ii) cause to be provided coverage no less favorable maintained in full force and effect, for its full term, and cause all obligations thereunder to such directors or officers, as the case may be, than the D&O Insurance, in each case so long as the annual premium therefor would not be in excess of 150% of the last annual premium paid for the D&O Insurance prior to the date of this Agreement (such 150% amount the "Maximum Premium"); provided that if the annual premium for such coverage exceeds the Maximum Premium, Parent shall be obligated to obtain a policy with the greatest coverage available for a cost not exceeding the Maximum Premium. If the existing or substituted directors' honored by it and officers' liability insurance expires, is terminated or canceled during such six-year period, the Surviving Corporation will obtain as much D&O Insurance as can be obtained Company, and no other party shall have any further obligation to purchase or pay for the remainder of such period for an annualized premium not in excess of the Maximum Premium. The Company represents that the Maximum Premium is $641,000insurance hereunder. (d) The provisions of this Section 6.06 6.10 (i) are intended to be for the benefit of, and will be enforceable by, each indemnified party, his or her heirs and his or her representatives and (ii) are in addition to, and not in substitution for, any other rights to indemnification or contribution that any such person may have by contract or otherwise. Green Plains will pay (as incurred) all out-of-pocket expenses, including reasonable fees and expenses of counsel, that a current or former manager or officer of VBV may incur in enforcing the indemnity and other obligations provided for in this Section 6.10.

Indemnification, Exculpation and Insurance. (a) Parent agrees and Sub agree that all rights to indemnification indemnification, advancement of expenses and exculpation from liabilities for acts or omissions occurring at or prior to the Effective Time now existing in favor of the current or former directors or officers of the Company and its subsidiaries each Company Subsidiary as provided in their respective articles certificates of organization incorporation or by-laws (or comparable similar organizational documents) and any indemnification agreements of the Company (as each is in effect on the date hereof), the existence of which does not constitute a breach of this Agreement, shall be assumed by the Surviving Corporation in the MergerCorporation, without further action, as of at the Effective Time and shall survive the Merger and shall continue in full force and effect in accordance with their terms, and . Parent shall cause the Surviving Corporation to honor perform in a timely manner all of its obligations with respect to such indemnification, advancement and rights, including, if necessary, providing to the Surviving Corporation any funds necessary to ensure that such obligations of the Surviving Corporation are satisfied. (b) In the event that Parent or the Surviving Corporation or any of its their respective successors or assigns (i) consolidates with or merges into any other person and is not the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers or conveys all or substantially all of its properties and assets to any person, or Parent otherwise dissolves the Surviving Corporation, then, and in each such case, Parent shall cause proper provision to be made so that the successors successor and assigns assign of Parent or the Surviving Corporation assume Corporation, as the case may be, assumes the obligations set forth in this Section 6.06, and in such event all references to Parent or the Surviving Corporation, as the case may be, in this Section 6.06 shall be deemed a reference to such successor and assign. (c) The Surviving Corporation shall, at its option, for a period of not less than For six years after the Effective Time, either (i) Parent shall maintain in effect the Company's current directors' and officers' liability insurance covering acts or omissions occurring at or prior to the Effective Time ("D&O Insurance") with respect to those persons who are each person currently covered by the Company's directors' and officers' liability insurance policy for acts or omissions occurring prior to the Effective Time on terms with respect to such coverage and amount amounts no less favorable in any material respect to such directors and officers than those of such policy as in effect on the date hereof or (ii) cause to be provided of this Agreement; provided, however, that Parent may substitute therefor policies of a reputable insurance company the material terms of which, including coverage and amount, are no less favorable in any material respect to such directors or officers, as the case may be, and officers than the D&O Insuranceinsurance coverage otherwise required under this Section 6.06(c); provided, however, that in each case so long as the annual premium therefor would not no event shall Parent be required to pay aggregate premiums for insurance under this Section 6.06(c) in excess of 150200% of the last annual premium paid amount of the aggregate premiums payable by the Company for 2001 for such purpose (which 2001 premiums are hereby represented and warranted by the D&O Insurance prior Company to the date of this Agreement (such 150% amount the "Maximum Premium"be $197,305); provided further, however, that if the annual premium for such coverage exceeds the Maximum Premium, Parent shall nevertheless be obligated to obtain a policy with the greatest coverage available for a cost not exceeding the Maximum Premium. If the existing or substituted directors' and officers' liability insurance expires, is terminated or canceled during such six-year period, the Surviving Corporation will obtain provide as much D&O Insurance coverage as can may be obtained for the remainder of such period for an annualized premium not in excess of the Maximum Premium. The Company represents that the Maximum Premium is $641,000200% amount. (d) The provisions of this Section 6.06 (i) are intended to be for the benefit of, and will be enforceable by, each indemnified party, his or her heirs and his or her representatives and (ii) are in addition to, and not in substitution for, any other rights to indemnification or contribution that any such person may have by contract or otherwise.

Indemnification, Exculpation and Insurance. (a) For six (6) years after the Effective Time, Parent agrees that all rights to indemnification and exculpation from liabilities for acts or omissions occurring at or prior shall cause the Surviving Corporation (i) to the Effective Time now existing fullest extent permitted by applicable Law, to include and cause to be maintained in effect in the Surviving Corporation’s (or any successor’s) organizational documents provisions regarding elimination of liability of directors, and indemnification of and advancement of expenses to directors and officers of the Company, no less favorable than those contained in the Company’s Organizational Documents as of the date hereof, in favor of the current or former all past and present directors or and officers of the Company and its subsidiaries as provided Subsidiaries (individually, an “Indemnified Party” and, collectively, the “Indemnified Parties”) in their respective articles of organization connection with acts or by-laws omissions occurring on or prior to the Effective Time, and (or comparable organizational documentsii) to honor the Company’s obligations under the Company’s Organizational Documents and any indemnification agreements those certain Indemnification Agreements by and between the Company and those individuals listed in Section 5.06 of the Company Disclosure Letter (as each is in effect on the date hereof)collectively, the existence of which does “Indemnification Agreements”) to the fullest extent permitted by Law, but in no event to any lesser extent than the Company would be required to perform them if the transactions contemplated hereby had not constitute a breach of this Agreement, shall be assumed by the Surviving Corporation in the Merger, without further action, as of the Effective Time and shall survive the Merger and shall continue in full force and effect in accordance with their terms, and Parent shall cause the Surviving Corporation to honor all such rightstaken place. (b) In the event that either Parent or the Surviving Corporation or any of its their successors or assigns (i) consolidates with or merges into any other person Person and is not the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers or conveys all or substantially all of its properties properties, rights, and other assets to any person, or Parent otherwise dissolves the Surviving CorporationPerson, then, and in each such case, Parent shall, and shall cause the Surviving Corporation to, cause proper provision to be made so that the successors and assigns of the Surviving Corporation such successor or assign shall assume the obligations set forth in this Section 6.06‎Section 5.06. (c) The Surviving Corporation shall, at its option, for a period of not less than six years after Prior to the Effective Time, either the Company shall, and, if the Company is unable to, Parent shall cause the Surviving Corporation as of the Effective Time to, obtain and fully pay for, at no expense to the beneficiaries, non-cancellable “tail” insurance policies with a claims period of six (i6) maintain years from and after the Effective Time 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 current directors' ’s existing D&O Insurance, with terms, conditions, retentions, and officers' liability insurance covering acts 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 omissions occurring at or prior to the Effective Time ("D&O Insurance") including in connection with respect to those persons who are currently covered by this Agreement or the Company's directors' and officers' liability insurance transactions contemplated hereby); provided that the amount paid for such tail policy on terms with respect to such coverage and amount no less favorable than those of such policy in effect on the date hereof or (ii) cause to be provided coverage no less favorable to such directors or officers, as the case may be, than the D&O Insurance, in each case so long as the annual premium therefor would shall not be in excess of 150exceed 250% of the last annual premium amount the Company paid for the D&O Insurance in its last full fiscal year prior to the date of this Agreement (such 150% amount the "Maximum “Current Premium"); provided that if ”) without the annual premium for such coverage exceeds the Maximum Premium, Parent shall be obligated to obtain a policy with the greatest coverage available for a cost not exceeding the Maximum Premium. If the existing or substituted directors' and officers' liability insurance expires, is terminated or canceled during such six-year period, the Surviving Corporation will obtain as much D&O Insurance as can be obtained for the remainder of such period for an annualized premium not in excess of the Maximum Premium. The Company represents that the Maximum Premium is $641,000. (d) The provisions of this Section 6.06 (i) are intended to be for the benefit prior written consent of, and will be enforceable by, each indemnified party, his or her heirs and his or her representatives and (ii) are in addition to, and not in substitution for, any other rights to indemnification or contribution that any such person may have by contract or otherwise.

Indemnification, Exculpation and Insurance. (a) Parent agrees and Buyer (on its own behalf and that of the Surviving Corporation) agree that all rights to indemnification (including the advancement of expenses) and exculpation from liabilities for acts or omissions occurring at or prior to the Effective Time (including with respect to the transactions contemplated by this Agreement) existing now existing or at the Effective Time in favor of the current or former directors or officers of the Company and its subsidiaries as provided in their respective articles its Articles of organization or byIncorporation and its By-laws (or comparable organizational documents) and any indemnification agreements of the Company (each as each is in effect on the date hereof), the existence of which does not constitute a breach of this Agreement, ) shall be assumed by the Surviving Corporation in the Merger, without further action, as of the Effective Time and shall survive the Merger and shall continue in full force and effect without amendment, modification or repeal in accordance with their termsterms for a period of not less than six years after the Effective Time; provided, however, that if any claims are asserted or made within such six-year period, all rights to indemnification (and Parent to advancement of expenses) hereunder and thereunder in respect of any such claims shall cause the Surviving Corporation to honor continue, without diminution, until final disposition of all such rightsclaims. (b) In the event that the Surviving Corporation or any of its successors or assigns (i) consolidates with or merges into any other person Person and is not the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers or conveys all or substantially all of its properties and assets to any person, or Parent otherwise dissolves the Surviving CorporationPerson, then, and in each such case, Parent shall cause proper provision to will be made so that the successors successors, transferees and assigns of the Surviving Corporation or its assets shall assume the obligations set forth in this Section 6.067.06. In the event the Surviving Corporation transfers any material portion of its assets, in a single transaction or in a series of transactions, the Surviving Corporation shall, as an express condition thereof, either guarantee the indemnification obligations referred to in Section 7.06(a) hereof or take such other action to ensure that the ability of the Surviving Corporation, legal and financial, to satisfy such indemnification obligations will not be diminished in any material respect. (c) The Surviving Corporation shall, at its option, for For a period of not less than six years after the Effective Time, either (i) maintain the Company's current directorsSurviving Corporation shall provide officers' and officersdirectors' liability insurance covering in respect of acts or omissions occurring at or prior to the Effective Time ("D&O Insurance") with respect to those persons who are Time, including but not limited to, the transactions contemplated by this Agreement, covering each person currently covered by the Company's directorsofficers' and officersdirectors' liability insurance policy, or who becomes covered by such policy prior to the Effective Time, on terms with respect to such coverage and amount no less favorable than those of such policy in effect on the date hereof or (ii) cause to be provided coverage no less favorable to such directors or officershereof; provided, as the case may be, than the D&O Insurancethat, in each case so long as the annual premium therefor would not be in excess of 150% of the last annual premium paid for the D&O Insurance prior to the date of satisfying its obligation under this Agreement (such 150% amount the "Maximum Premium"Section 7.06(c); provided that if the annual premium for such coverage exceeds the Maximum Premium, Parent shall be obligated to obtain a policy with the greatest coverage available for a cost not exceeding the Maximum Premium. If the existing or substituted directors' and officers' liability insurance expires, is terminated or canceled during such six-year period, the Surviving Corporation will obtain shall not be obligated to pay premiums in excess of two hundred (200%) percent of the amount per annum the Company paid in its last full fiscal year (which the Company represents to be approximately $125,000); provided further, that the Surviving Corporation shall nevertheless be obligated to provide such coverage as much D&O Insurance as can may be obtained for the remainder of such period for an annualized premium not in excess of the Maximum Premium. The Company represents that the Maximum Premium is $641,000two hundred (200%) percent amount. (d) The provisions of this Section 6.06 7.06 are (i) are for, and intended to be for for, the benefit of, and will be enforceable by, each indemnified party, his or her heirs and his or her legal representatives and (ii) are in addition to, and not in substitution for, or in lieu of, any other rights to indemnification or contribution that any such person Person may have by contract or otherwise.

Indemnification, Exculpation and Insurance. (a) From and after the Closing Date, (i) to the extent provided in the certificate of limited partnership and/or the Partnership Agreement of the Partnership solely with respect to the Partnership, in each case, as in effect on the date hereof, (ii) to the extent provided in the certificate of formation and/or the limited liability company agreement of the General Partner, in each case, as in effect on the date hereof, solely with respect to the General Partner and/or (iii) to the greater of (x) the maximum extent permitted under applicable Law and (y) the extent provided in the applicable governing documents of the Partnership’s Subsidiaries, Parent shall, and shall cause the Surviving Corporation, the General Partner and their respective Subsidiaries to, indemnify, defend and hold harmless the individuals who on or prior to the Closing Date were directors or officers of the Partnership, the General Partner and/or any of their respective Subsidiaries (collectively, the “D&O Indemnitees”) with respect to all acts or omissions by them in their capacities as such or taken at the request of the Partnership, the General Partner or any of their respective Subsidiaries at any time on or prior to the Closing Date. Parent agrees that all rights of the D&O Indemnitees to advancement of expenses, indemnification and exculpation from liabilities for acts or omissions occurring at on or prior to the Effective Time now existing in favor of the current or former directors or officers of the Company and its subsidiaries Closing Date as provided in their respective articles (x) the certificate of organization limited partnership or by-laws the Partnership Agreement of the Partnership, (y) the certificate of formation and the limited liability company agreement of the General Partner or (z) the certificate of incorporation or bylaws (or comparable organizational documents) of any of their respective Subsidiaries, in each case, as in effect on the date hereof, and any indemnification agreements of the Company (as each is Partnership, the General Partner and/or any of their respective Subsidiaries in effect on the date hereof), the existence of which does not constitute a breach of this Agreement, shall be assumed by the Surviving Corporation in the Merger, without further action, as of the Effective Time and hereof shall survive the Merger Closing Date and shall continue in full force and effect in accordance with their terms. Such rights and obligations under this Section 7.7 shall not be amended or otherwise modified in any manner that would adversely affect the rights of any of the D&O Indemnitees, and unless such modification is required by Law or approved by each such D&O Indemnitee. In addition, Parent shall, or shall cause the Surviving Corporation to honor all such rights. (b) In the event that the Surviving Corporation or any of its successors or assigns (i) consolidates with or merges into any other person and is not the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers or conveys all or substantially all of its properties and assets to any person, or Parent otherwise dissolves the Surviving Corporation, then, the General Partner and in each such case, Parent shall cause proper provision to be made so that the successors and assigns of the Surviving Corporation assume the obligations set forth in this Section 6.06. (c) The Surviving Corporation shall, at its option, for a period of not less than six years after the Effective Time, either (i) maintain the Company's current directors' and officers' liability insurance covering acts or omissions occurring at or prior to the Effective Time ("D&O Insurance") with respect to those persons who are currently covered by the Company's directors' and officers' liability insurance policy on terms with respect to such coverage and amount no less favorable than those of such policy in effect on the date hereof or (ii) cause to be provided coverage no less favorable to such directors or officerstheir respective Subsidiaries, as the case may be, than to advance, pay and/or reimburse any expenses of any D&O Indemnitee under this Section 7.7 as incurred (i) to the D&O Insuranceextent provided in the certificate of limited partnership and/or the Partnership Agreement of the Partnership solely with respect to the Partnership, in each case so long case, as in effect on the annual premium therefor would not be date hereof, (ii) to the extent provided in excess the certificate of 150% formation and/or the limited liability company agreement of the last annual premium paid General Partner, in each case, as in effect on the date hereof, solely with respect to the General Partner and/or (iii) to the fullest extent permitted under applicable Law with respect to each of the Partnership’s Subsidiaries, provided, that the person to whom expenses are advanced provides an undertaking to repay such advances to the extent required by applicable Law. (b) Parent, for a period of six (6) years after the Closing Date, shall cause (i) the certificate of incorporation and bylaws of the Surviving Corporation and the certificate of formation and the limited liability company agreement of the General Partner to contain provisions no less favorable to the D&O Insurance prior Indemnitees with respect to limitation of liability, advancement of expenses and indemnification than are set forth as of the date of this Agreement in the certificate of limited partnership and the Partnership Agreement of the Partnership and the certificate of formation and the limited liability company agreement of the General Partner and (such 150% amount ii) the "Maximum Premium"); provided that if the annual premium for such coverage exceeds the Maximum Premium, Parent shall be obligated to obtain a policy with the greatest coverage available for a cost not exceeding the Maximum Premium. If the existing certificate of incorporation and bylaws (or substituted directors' and officers' liability insurance expires, is terminated or canceled during such six-year period, comparable organizational documents) of each Subsidiary of the Surviving Corporation will obtain and the General Partner to contain provisions no less favorable with respect to limitation of liability, advancement of expenses and indemnification of partners, members, directors, officers, employees and agents, than are set forth in such documents as much D&O Insurance as can be obtained for the remainder of such period for an annualized premium not in excess of the Maximum Premium. The Company represents date of this Agreement. (c) Parent, from and after the Closing Date, shall cause the certificate of incorporation and bylaws of the Surviving Corporation and the certificate of formation and the limited liability company agreement of the General Partner to contain provisions no less favorable to the Unitholders and each of their respective partners, stockholders, members, Affiliates, directors, officers, fiduciaries, managers, controlling Persons, employees and agents and each of the partners, stockholders, members, Affiliates, directors, officers, fiduciaries, managers, controlling Persons, employees, agents and successors of each of the foregoing (collectively, the “Unitholder Indemnitees”) with respect to limitation of liability of the Xxxxxxxxxx Xxxxxxxxxxx, advancement of expenses of the Unitholder Indemnitees and indemnification of the Unitholder Indemnitees than are set forth as of the date of this Agreement in the certificate of limited partnership and the Partnership Agreement of the Partnership and the certificate of formation and the limited liability company agreement of the General Partner, in each case for a period of six (6) years after the Closing Date, which provisions in each case shall not be amended, repealed or otherwise modified in a manner that would adversely affect the Maximum Premium is $641,000rights thereunder of the Unitholder Indemnitees. (d) Each of Parent, the Surviving Corporation and the General Partner shall cooperate, and cause their respective Affiliates to cooperate, in the defense of any claim that is subject to the limitation of liability, advancement of expenses and/or indemnification as contemplated by this Section 7.7 and shall provide access to properties and individuals as reasonably requested and furnish or cause to be furnished records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials or appeals, as may be reasonably requested in connection therewith. (e) The Surviving Partnership and the General Partner shall, and shall cause their respective Subsidiaries (including All Women’s Healthcare Holdings, Inc. and Sheridan Holdings, Inc.) to, provide or maintain in effect for six (6) years from and after the Merger 2 Effective Time, through the purchase of “run-off” coverage or otherwise, directors’ and officers’ and corporate liability insurance covering those individuals who are covered by the directors’ and officers’ and corporate liability insurance policies provided for directors and officers of the General Partner, the Partnership and their respective Subsidiaries (including All Women’s Healthcare Holdings, Inc. and Sheridan Holdings, Inc.) as of the date hereof (the “Existing Policies”) on terms comparable in all respects to the Existing Policies and such coverage shall contain minimum aggregate limits of liability for directors’ and officers’ and corporate liability insurance coverage for directors and officers of the General Partner, the Partnership and their respective Subsidiaries (including All Women’s Healthcare Holdings, Inc. and Sheridan Holdings, Inc.) with the amount of coverage at least equal to that of the Existing Policies and deductibles no larger than those of the Existing Policies; provided, however, that if such “run-off” or other coverage is not available at a cost not greater than three hundred percent (300%) of the annual premiums paid as of the date hereof under the Existing Policies (the “Insurance Cap”) (which premiums are set forth in Section 7.7(e) of the Partnership Disclosure Schedule), then the Partnership and the General Partner shall be required to, and shall cause their respective Subsidiaries (including All Women’s Healthcare Holdings, Inc. and Sheridan Holdings, Inc.) to, obtain as much coverage as is possible under substantially similar policies for such annual premiums as do not exceed the Insurance Cap. (f) Notwithstanding anything to the contrary in this Section 7.7, each of Parent, the General Partner and the Surviving Corporation agrees that any indemnification, advancement of expenses or insurance available to any D&O Indemnitee who on or prior to the Closing Date was a director of the General Partner, the Partnership or any of their respective Subsidiaries by virtue of such D&O Indemnitee’s service as a partner or employee of any investment fund affiliated with or managed by Xxxxxxx & Xxxxxxxx LLC on or prior to the Closing Date (any such Indemnitee, a “H&F Director”) shall be secondary to the indemnification, advancement of expenses and insurance to be provided by Parent, the General Partner, the Surviving Corporation, the Surviving Corporation’s Subsidiaries (including All Women’s Healthcare Holdings, Inc. and Sheridan Holdings, Inc.) pursuant to this Section 7.7 and that Parent, the General Partner, the Surviving Corporation, the Surviving Corporation’s Subsidiaries (including All Women’s Healthcare Holdings, Inc. and Sheridan Holdings, Inc.) (i) shall be the primary indemnitors of first resort for H&F Directors pursuant to this Section 7.7, (ii) shall be fully responsible for the advancement of expenses, indemnification and exculpation from liabilities with respect to H&F Directors which are addressed by this Section 7.7 and (iii) shall not make any claim for contribution, subrogation or any other recovery of any kind in respect of any other indemnification or insurance available to any H&F Director with respect to any matter addressed by this Section 7.7. (g) The obligations of Parent, the General Partner and the Surviving Corporation under this Section 7.7 shall not be terminated or modified in such a manner as to adversely affect any D&O Indemnitee or Unitholder Indemnitee to whom this Section 7.7 applies without the consent of each affected D&O Indemnitee and Unitholder Indemnitee (it being expressly agreed that the D&O Indemnitees and Unitholder Indemnitees to whom this Section 7.7 applies shall be third party beneficiaries of this Section 7.7). The provisions of this Section 6.06 7.7 (i) are intended to be for the benefit of, and will shall be enforceable by, each indemnified partyD&O Indemnitee and Unitholder Indemnitee, his his, her or her its heirs and his or her representatives and (ii) are in addition to, and not in substitution for, any other rights to indemnification or contribution that any such person Person may have by contract Law, Contract or otherwise. (h) In the event that the General Partner, the Surviving Corporation or any of their respective successors or assigns (i) consolidates or merges with or into any other Person and is not the continuing or surviving 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 by Parent, the General Partner and the Surviving Corporation so that the successors and assigns of the General Partner or the Surviving Corporation, as applicable, shall assume all of the obligations thereof set forth in this Section 7.7. (i) Nothing in this Agreement is intended to, shall be construed to or shall release, waive or impair any rights to directors’ and officers’ insurance claims under any policy that is or has been in existence with respect to the General Partner, the Partnership or any of the Partnership’s Subsidiaries or any of their respective directors or officers, it being understood and agreed that the indemnification provided for in this Section 7.7 is not prior to or in substitution for any such claims under such policies.

Indemnification, Exculpation and Insurance. (a) Parent agrees that all rights to indemnification and exculpation (including the advancement of expenses) from liabilities for acts or omissions occurring at or prior to the Effective Time (including with respect to the transactions contemplated by this Agreement) existing now existing or at the Effective Time in favor of the current or former directors or officers of the Company and its subsidiaries as provided in their respective articles its Certificate of organization or byIncorporation, its By-laws (or comparable organizational documents) and any indemnification agreements of the Company (each as each is in effect on the date hereof), the existence of which does not constitute a breach of this Agreement, ) and reasonable indemnification agreements shall be assumed by the Surviving Corporation in the Merger, without further action, as of the Effective Time and shall survive the Merger and shall 44 39 continue in full force and effect without amendment, modification or repeal in accordance with their termsterms for a period of not less than six years after the Effective Time; provided however, that if any claims are asserted or made within such six year period, all rights to indemnification (and Parent to advancement of expenses) hereunder in respect of any such claims shall cause the Surviving Corporation to honor continue, without diminution, until disposition of any and all such rightsclaims. (b) In the event that Parent, the Surviving Corporation or any of its their successors or assigns (i) consolidates with or merges into any other person and is not the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers or conveys all or substantially all of its properties and assets to any person, or Parent otherwise dissolves the Surviving Corporation, then, and in each such case, Parent shall cause proper provision to will be made so that the successors and assigns of Parent or the Surviving Corporation Corporation, as the case may be, shall assume the obligations set forth in this Section 6.067.05. In the event the Surviving Corporation transfers any material portion of its assets, in a single transaction or in a series of transactions, Parent will either guarantee the indemnification obligations referred to in Section 7.05(a) or take such other action to insure that the ability of the Surviving Corporation, legal and financial, to satisfy such indemnification obligations will not be diminished in any material respect. (c) The Surviving Corporation shall, at its option, for a period of not less than For six years after the Effective Time, either (i) maintain Parent shall, unless Parent agrees in writing to guarantee the Company's current directorsindemnification obligations set forth in Section 7.05(a), provide officers' and officersdirectors' liability insurance covering in respect of acts or omissions occurring at or prior to the Effective Time ("D&O Insurance") with respect Time, including but not limited to those persons who are the transactions contemplated by this Agreement, covering each person currently covered by the Company's directorsofficers' and officersdirectors' liability insurance policy, or who becomes covered by such policy prior to the Effective Time, on terms with respect to such coverage and amount no less favorable than those of such policy in effect on the date hereof or (ii) cause to be hereof, provided coverage no less favorable to such directors or officers, as the case may be, than the D&O Insurance, that in each case so long as the annual premium therefor would satisfying its obligation under this Section Parent shall not be obligated to pay premiums in excess of 150200% of the amount per annum the Company paid in its last annual premium paid for full fiscal year (which the D&O Insurance prior Company represents to the date of this Agreement (such 150% amount the "Maximum Premium"be $129,000); , and provided further that if the annual premium for such coverage exceeds the Maximum Premium, Parent shall nevertheless be obligated to obtain a policy with the greatest provide such coverage available for a cost not exceeding the Maximum Premium. If the existing or substituted directors' and officers' liability insurance expires, is terminated or canceled during such six-year period, the Surviving Corporation will obtain as much D&O Insurance as can may be obtained for the remainder of such period for an annualized premium not in excess of the Maximum Premium200% amount. The Company represents that the Maximum Premium is $641,000.45 40 (d) The provisions of this Section 6.06 7.05 (i) are intended to be for the benefit of, and will be enforceable by, each indemnified party, his or her heirs and his or her representatives and (ii) are in addition to, and not in substitution for, any other rights to indemnification or contribution that any such person may have by contract or otherwise.

Indemnification, Exculpation and Insurance. (a) Parent agrees Subject to any limitations that all rights may be imposed by applicable Law, for a period of six (6) years from and after the Effective Time, Purchaser shall indemnify and hold harmless each of the current or former directors, officers or employees of the Bank or any of its Subsidiaries (collectively, 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 exculpation from liabilities for acts the Bank Bylaws (or omissions comparable organizational documents of each of the Bank’s Subsidiaries), arising out of matters existing or occurring at or prior to the Effective Time now existing in favor of the current Time, whether asserted or former directors claimed prior to, at or officers of the Company and its subsidiaries as provided in their respective articles of organization or by-laws (or comparable organizational documents) and any indemnification agreements of the Company (as each is in effect on the date hereof), the existence of which does not constitute a breach of this Agreement, shall be assumed by the Surviving Corporation in the Merger, without further action, as of after the Effective Time based in whole or in part on, or arising in whole or in part out of, or pertaining to (i) the 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 survive also advance expenses as incurred in each case, upon receipt of an undertaking, from 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. In the Merger and event any claim is asserted within such six (6)-year period, all such rights in respect of any such claim shall continue in full force and effect in accordance with their terms, and Parent shall cause the Surviving Corporation to honor all such rightsuntil disposition thereof. (b) For a period of six (6) years after the Effective Time, Purchaser shall maintain in effect the Bank’s current directors’ and officers’ liability insurance covering each Person currently covered by the Bank’s directors’ and officers’ liability insurance policy (a correct and complete copy of which has been heretofore made available to Purchaser) 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 150% of the amount of the aggregate premiums paid by the Bank for fiscal year 2016 for such purpose (which fiscal year 2016 premiums are hereby represented and warranted by the Bank to be as set forth in Section 5.9(b) of the Bank 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 the Bank’s existing policies as of the date hereof or (ii) Purchaser may request that the Bank obtain such extended reporting period coverage under the Bank’s existing insurance programs (to be effective as of the Effective Time). (c) In the event that the Surviving Corporation Purchaser or any of its successors or assigns shall (i) consolidates consolidate with or merges merge into any other person Person and is shall not be the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers or conveys transfer all or substantially all of its properties and assets to any person, or Parent otherwise dissolves the Surviving CorporationPerson, then, and in each such case, Parent Purchaser shall cause proper provision to be made so that the successors successor and assigns assign of the Surviving Corporation assume Purchaser assumes the obligations set forth in this Section 6.06. (c) The Surviving Corporation shall, at its option, for a period of not less than six years after the Effective Time, either (i) maintain the Company's current directors' and officers' liability insurance covering acts or omissions occurring at or prior to the Effective Time ("D&O Insurance") with respect to those persons who are currently covered by the Company's directors' and officers' liability insurance policy on terms with respect to such coverage and amount no less favorable than those of such policy in effect on the date hereof or (ii) cause to be provided coverage no less favorable to such directors or officers, as the case may be, than the D&O Insurance, in each case so long as the annual premium therefor would not be in excess of 150% of the last annual premium paid for the D&O Insurance prior to the date of this Agreement (such 150% amount the "Maximum Premium"); provided that if the annual premium for such coverage exceeds the Maximum Premium, Parent shall be obligated to obtain a policy with the greatest coverage available for a cost not exceeding the Maximum Premium. If the existing or substituted directors' and officers' liability insurance expires, is terminated or canceled during such six-year period, the Surviving Corporation will obtain as much D&O Insurance as can be obtained for the remainder of such period for an annualized premium not in excess of the Maximum Premium. The Company represents that the Maximum Premium is $641,0005.9. (d) The provisions of this Section 6.06 (i) 5.9 shall survive consummation of the Merger and are intended to be for the benefit of, and will be enforceable by, each indemnified partyD&O Indemnified Party, his or her heirs and his or her representatives and (ii) are in addition to, and not in substitution for, any other rights to indemnification or contribution that any such person may have by contract or otherwiselegal representatives.

Indemnification, Exculpation and Insurance. (a) Parent agrees that To the fullest extent permitted by Law, the Purchaser shall, and shall cause its Subsidiaries to, indemnify, defend and hold harmless, and provide advancement of expenses to, all rights past and present directors, officers and employees of the Company and its Subsidiaries (the “Indemnified Parties”) to indemnification the extent provided by the applicable charter or other organizational documents of the Company and exculpation from liabilities its Subsidiaries, as the case may be, as currently in effect at the date hereof and as previously provided to the Purchaser or as provided for in the Contracts set forth on Schedule 7.14(a), for acts or omissions occurring at or prior to the Effective Time now existing Closing in favor of the current or former directors or officers of their capacities as such, with references to the Company and its subsidiaries thereafter deemed to refer to the Purchaser except that advancement of expenses shall be made in the same manner as provided in their respective articles clause (A) of organization Section 7.14(b) (including the proviso thereto); provided, however, that in no event shall the Purchaser or by-laws (or comparable organizational documents) and any indemnification agreements of the Company (as each is in effect on Subsidiaries have any obligation to indemnify the date hereof), the existence of which does not constitute a Indemnified Party with respect to any matter constituting an intentional material breach of this Agreement, shall be assumed by the Surviving Corporation in the Merger, without further action, as Agreement or any of the Effective Time and shall survive the Merger and shall continue in full force and effect in accordance with their terms, and Parent shall cause the Surviving Corporation to honor all related Transaction Documents by such rightsPerson. (b) In Without limiting the event Purchaser’s obligations under Section 7.14(a), from and after the Closing, to the fullest extent permitted by Law, the Purchaser shall indemnify, defend and hold harmless each of the Indemnified Parties, and the Liquidator against all Losses to the extent arising from, relating to, or otherwise in respect of, any actual or threatened Legal Proceeding in respect of actions or omissions occurring or alleged to have occurred in connection with (i) the fact that such person is or was an officer, director or employee of the Surviving Corporation Company or any of its successors or assigns (i) consolidates with or merges into any other person and is not Subsidiaries, as the continuing or surviving corporation or entity of such consolidation or merger or case may be, (ii) transfers the fact that the Liquidator is or conveys was the liquidator of the Company, or (iii) this Agreement and the transactions contemplated hereby; provided, however, that in no event shall any Indemnified Party or the Liquidator be entitled to indemnification under this Section 7.14(b) for Losses arising out of actions or omissions by such Indemnified Party or the Liquidator, as the case may be, constituting an intentional material breach of this Agreement or any of the related Transaction Documents by such Indemnified Party or a material breach of this Agreement or any of the related Transaction Documents by the Liquidator. In the event of any actual or threatened Legal Proceeding described in the preceding sentence for which the Indemnified Parties or the Liquidator may be entitled to indemnification pursuant to this Section 7.14(b), (A) the Purchaser shall pay the reasonable fees and expenses of counsel selected by the Indemnified Parties or the Liquidator (and reasonably acceptable to the Purchaser) on demand, but no more than a monthly basis, promptly after statements are received in advance of settlement, judgment or other resolution thereof to such Indemnified Party or the Liquidator, as the case may be, upon request (provided such Indemnified Party or the Liquidator, as applicable, undertakes to repay all or substantially advanced expenses if it is ultimately determined by a non-appealable judgment that such Person is not entitled to indemnification) and (B) the Purchaser shall cooperate in the defense of any such matter; provided that the Purchaser shall not be obligated pursuant to this Section 7.14(b) to pay the fees and expenses of more than one counsel for all Indemnified Parties and the Liquidator in any jurisdiction (selected by a plurality of its properties the applicable Indemnified Parties and assets the Liquidator) with respect to any personsingle Legal Proceeding except to the extent that two or more of such Indemnified Parties or any such Indemnified Party and the Liquidator shall have concluded in good faith that they have differing or conflicting interests in the outcome of such Legal Proceeding. Notwithstanding the foregoing, the Purchaser shall have no obligations to an Indemnified Party or Parent otherwise dissolves to the Surviving Corporation, then, Liquidator with respect to a Legal Proceeding pending before a court of competent jurisdiction if such court shall determine that indemnification of such Person in the manner contemplated hereby is prohibited by applicable Law and in each such case, Parent determination shall cause proper provision to be made so that the successors have become final and assigns of the Surviving Corporation assume the obligations set forth in this Section 6.06non-appealable. (c) The Surviving Corporation Purchaser shall, at its option, for a period of not less than six five years after the Effective TimeClosing Date, either (i) maintain the Company's current in effect policies of directors' ’ and officers' ’ liability insurance covering on behalf of the officers and directors of the Company currently covered by the directors’ and officers’ liability insurance policy maintained by the Purchaser with respect to acts or omissions occurring at on or prior to their resignation or the expiration of their term with the coverage and containing terms and conditions not less advantageous to those officers and directors than the coverage and terms and conditions indicated in writing to the Company and the Special Committee on or prior to the Effective Time ("D&O Insurance") with respect date hereof, to those persons who the extent such coverage, terms and conditions are currently covered by available in the Company's directors' and officers' liability insurance policy market on commercially reasonable terms. Notwithstanding the foregoing, in no event shall such coverage, terms with respect to such coverage and amount no or conditions be less favorable advantageous than those available at the time to directors and officers of such policy in effect on the date hereof or Purchaser and its controlled Affiliates (ii) cause to be provided coverage no less favorable to such directors or officers, as the case may be, other than the D&O Insurance, in each case so long as the annual premium therefor would not be in excess of 150% of the last annual premium paid for the D&O Insurance prior to the date of this Agreement (such 150% amount the "Maximum Premium"Company and its controlled Affiliates); provided that if the annual premium for such coverage exceeds the Maximum Premium, Parent shall be obligated to obtain a policy with the greatest coverage available for a cost not exceeding the Maximum Premium. If the existing or substituted directors' and officers' liability insurance expires, is terminated or canceled during such six-year period, the Surviving Corporation will obtain as much D&O Insurance as can be obtained for the remainder of such period for an annualized premium not in excess of the Maximum Premium. The Company represents that the Maximum Premium is $641,000. (d) The Purchaser shall, in respect of any Indemnified Party that is or was a member of the Special Committee who may be called upon, subsequent to the date of his resignation or expiration of his term, to testify in any Legal Proceeding in connection with this Agreement or otherwise assist with the Transaction, compensate that member for his time in serving in such capacity on the same basis as that member is currently compensated in his capacity as a member of the Company’s Supervisory Board; provided, however, that the Purchaser shall not have any obligation to make such compensation payment if such member of the Special Committee has, in connection with the subject matter of such Legal Proceeding, been finally judicially determined to have intentionally breached this Agreement or any of the related Transaction Documents in any material respect. (e) Notwithstanding any other provision of this Agreement to the contrary, the Indemnified Parties and the Liquidator shall be third party beneficiaries of this Section 7.14. The provisions of this Section 6.06 (i) 7.14 are intended to be for the benefit of, and will be enforceable by, of each indemnified partysuch Person to whom this Section 7.14 applies, his or her heirs and his or her representatives representatives. The obligations of the Purchaser and (ii) are its Subsidiaries under this Section 7.14 shall not be terminated or modified in addition to, and not in substitution for, any other rights such a manner as to indemnification or contribution that adversely affect any such person may have by contract or otherwisePerson to whom this Section 7.14 applies without the express written consent of such affected Person.

Indemnification, Exculpation and Insurance. (a) Parent agrees Central and Central Sub agree that all rights to indemnification and exculpation from liabilities for acts or omissions occurring at or prior to the Effective Time now existing in favor of the current or former directors directors, officers, employees or officers agents of Holdings, Allright and the Company and its subsidiaries Subsidiaries as provided in their respective articles certificates of organization incorporation or by-laws (or comparable organizational documents) and any indemnification agreements or arrangements of the Company (as each is in effect on the date hereof)Holdings, Allright or any Subsidiary the existence of which does not constitute cause a breach of this Agreement, Agreement shall be assumed by the Surviving Corporation in the MergerCentral, without further action, as of the Effective Time and shall survive the Merger and shall continue in full force and effect effect, without amendment, for six years after the Effective Time; provided, however, that all rights to indemnification in accordance with their termsrespect of any claim asserted or made within such period shall continue until the final disposition of such claim. Central shall cooperate in the defense of any such matter. In addition, from and Parent shall cause after the Surviving Corporation Effective Time, directors or officers of Holdings, Allright or any Subsidiary who become directors or officers of Central or any Central Subsidiary will be entitled to honor all the same indemnity rights and protections as are afforded to other directors and officers of Central or such rightsCentral Subsidiary. (b) In the event that either of the Surviving Corporation or Central or any of its successors or assigns (i) consolidates with or merges into any other person and is not the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers or conveys all or substantially all of its properties and assets to any person, or Parent otherwise dissolves the Surviving Corporation, then, and in each such case, Parent shall cause proper provision to will be made so that the successors and assigns of Central or the Surviving Corporation Corporation, as applicable, will assume the obligations thereof set forth in this Section 6.065.11. (c) The Surviving Corporation shall, at its option, for a period of not less than six years after the Effective Time, either (i) maintain the Company's current directors' and officers' liability insurance covering acts or omissions occurring at or prior to the Effective Time ("D&O Insurance") with respect to those persons who are currently covered by the Company's directors' and officers' liability insurance policy on terms with respect to such coverage and amount no less favorable than those of such policy in effect on the date hereof or (ii) cause to be provided coverage no less favorable to such directors or officers, as the case may be, than the D&O Insurance, in each case so long as the annual premium therefor would not be in excess of 150% of the last annual premium paid for the D&O Insurance prior to the date of this Agreement (such 150% amount the "Maximum Premium"); provided that if the annual premium for such coverage exceeds the Maximum Premium, Parent shall be obligated to obtain a policy with the greatest coverage available for a cost not exceeding the Maximum Premium. If the existing or substituted directors' and officers' liability insurance expires, is terminated or canceled during such six-year period, the Surviving Corporation will obtain as much D&O Insurance as can be obtained for the remainder of such period for an annualized premium not in excess of the Maximum Premium. The Company represents that the Maximum Premium is $641,000. (d) The provisions of this Section 6.06 5.11 (i) are intended to be for the benefit of, and will be enforceable by, each indemnified party, his or her heirs and his or her representatives and (ii) are in addition to, and not in substitution for, any other rights to indemnification or contribution that any such person may have by contract or otherwise. (d) For six years after the Effective Time, Central or the Surviving Corporation shall maintain in effect Holdings' and Allright's current directors' and officers' liability insurance covering acts or omissions occurring prior to the Effective Time with respect to those persons who are currently covered by such directors' and officers' liability insurance policy on terms with respect to such coverage and amount no less favorable in the aggregate currently covered by such insurance than those of such policy in effect on the date hereof; provided that Central may substitute therefor policies of Central or the Central Subsidiaries containing terms with respect to coverage and amount no less favorable to such directors or officers or, in the alternative, Central may purchase a "tail" on Holdings' existing insurance policy for a term of not less than six years. (e) Central shall cause the Surviving Corporation or any successor thereto to comply with its obligations under this Section 5.11. (f) This Section 5.11 is intended to be for the benefit of such directors and officers.

Indemnification, Exculpation and Insurance. (a) Parent agrees that all All rights to indemnification and exculpation from liabilities for acts or omissions occurring at or prior to the Effective Time and rights to advancement of expenses relating thereto now existing in favor of any Person who is or prior to the current Effective Time becomes, or former directors or officers of the Company and its subsidiaries as provided in their respective articles of organization or by-laws (or comparable organizational documents) and has been at any indemnification agreements of the Company (as each is in effect on time prior to the date hereof), the existence of which does not constitute a breach of this Agreement, a director, officer, employee or agent (including serving as a fiduciary with respect to an employee benefit plan) of the Company, any of its Subsidiaries or any of their respective predecessors (each, an “Indemnified Party”) as provided in the Company Certificate of Incorporation, the Company By-Laws, the organizational documents of any Company Subsidiary or any indemnification agreement or other Contract rights between such Indemnified Party and the Company or any Company Subsidiary which has been made available to Parent prior to the date hereof (collectively, “Existing D&O Indemnification Arrangements”) shall be assumed by the Surviving Corporation in the Merger, without further action, as of at the Effective Time and shall survive the Merger and shall continue in full force and effect in accordance with their termsrespective terms and shall not be amended, repealed or otherwise modified in any manner that would adversely affect the rights thereunder of any Indemnified Parties with respect to indemnification, exculpation and Parent shall cause limitation of liabilities of the Surviving Corporation to honor all such rights. (b) Indemnified Parties and advancement of expenses. In the event that the Surviving Corporation or any of its successors or assigns (i) consolidates with or merges into any other person Person and is shall not be the continuing or surviving corporation or entity of such consolidation or merger merger; or (ii) transfers or conveys all or substantially all of its properties and assets to any person, or Parent otherwise dissolves the Surviving CorporationPerson, then, and in each such case, Parent shall cause to the extent necessary, proper provision to shall be made so that the successors and assigns of the Surviving Corporation assume all of the obligations of Parent and the Surviving Corporation set forth in this Section 6.067.05, which such assumption shall be a condition precedent to any such consolidation, merger, transfer of assets or other change of control of the Surviving Corporation. (b) From and after the Effective Time, in the event of any threatened or actual claim, suit, action, proceeding or investigation (a “Claim”), whether civil, criminal or administrative, based in whole or in part on, or arising in whole or in part out of, or pertaining to (i) the fact that the Indemnified Party is or was a director or officer of the Company, any of its Subsidiaries or any of their respective predecessors or (ii) this Agreement or any of the transactions contemplated hereby, whether in any case arising before or after the Effective Time, the Surviving Corporation shall indemnify and hold harmless, as and to the extent provided by the Existing D&O Indemnification Arrangements, each such Indemnified Party against any losses, damages, liabilities, and reasonable and documented costs and expenses (including payment of reasonable and documented out-of-pocket attorney’s fees and expenses), judgments, fines and amounts paid in settlement of or in connection with any such threatened or actual Claim, in each case, to the extent provided in the Existing D&O Indemnification Arrangements; provided that no Indemnified Party shall be entitled to indemnification under the Existing D&O Indemnification Arrangements or this Section 7.05 if it is ultimately determined in a final and non-appealable judgment of a court of competent jurisdiction that such Indemnified Party is not entitled to be indemnified under the Existing D&O Indemnification Arrangements or under applicable Law. None of Parent or the Surviving Corporation shall settle, compromise or consent to the entry of any judgment in any threatened or actual Claim for which indemnification has been or may be sought by an Indemnified Party hereunder, unless such settlement, compromise or consent includes an unconditional release of such Indemnified Party from all liability arising out of such Claim or such Indemnified Party otherwise consents in writing to such settlement, compromise or consent (which consent is not to be unreasonably withheld, conditioned or delayed). No Indemnified Party shall settle, compromise or consent to the entry of any judgment in any threatened or actual Claim for which indemnification has been or may be sought by such Indemnified Party hereunder unless Parent or the Surviving Corporation consents in writing to such settlement, compromise or consent (which consent is not to be unreasonably withheld, conditioned or delayed). Each of Parent, the Surviving Corporation and the Indemnified Party shall cooperate in the defense of any matter for which such Indemnified Party has validly sought indemnification under such indemnification agreement. Parent’s and the Surviving Corporation’s obligations under Section 7.05(a) and this Section 7.05(b) shall continue in full force and effect for a period of six (6) years from the Effective Time; provided, however, that all rights hereunder in respect of any Claim asserted or made within such period shall continue until the final disposition of such Claim. (c) The Surviving Corporation shallCompany shall obtain, at its option, for a period of not less than six years after or prior to the Effective Time, either prepaid (ior “tail”) maintain the Company's current directors' ’ and officers' ’ liability insurance covering policies in respect of acts or omissions occurring at or prior to the Effective Time providing coverage for the six ("D&O Insurance"6) with respect to those persons year period from and after the Effective Time, covering each Person who are currently is covered by such policies on the Company's directors' and officers' liability insurance policy date of this Agreement on terms with respect to such coverage and amount amounts no less more favorable in the aggregate than those of such policy policies in effect on the date hereof or (ii) cause to be provided coverage no less favorable to such directors or officers, as the case may be, than the D&O Insurance, in each case so long as the annual premium therefor would not be in excess of 150% of the last annual premium paid for the D&O Insurance prior to the date of this Agreement (the “D&O Tail Policy”). Parent agrees that such 150% amount the "Maximum Premium"); provided that if the annual premium for such coverage exceeds the Maximum Premium, tail policy may not be cancelled or revoked by Parent shall be obligated to obtain a policy with the greatest coverage available for a cost not exceeding the Maximum Premium. If the existing or substituted directors' and officers' liability insurance expires, is terminated or canceled during such six-year period, the Surviving Corporation will obtain as much D&O Insurance as can be obtained for or amended or modified in any manner that is adverse to the remainder of such period for an annualized premium not in excess of the Maximum Premium. The Company represents that the Maximum Premium is $641,000beneficiaries thereof. (d) The provisions of this Section 6.06 (i) are intended to be for the benefit of, and will be enforceable by, each indemnified party, his or her heirs and his or her representatives and (ii) are in addition to, and not in substitution for, any other rights to indemnification or contribution that any such person may have by contract or otherwise.