Common use of Indemnification; Insurance Clause in Contracts

Indemnification; Insurance. (a) From and after the Appointment Date, the Company shall (i) indemnify, defend and hold harmless, all directors and officers of the Company and its subsidiaries who have served the Company or its subsidiaries in either capacity at any time during the one year period prior to the Appointment Date (the “Indemnified Persons”) against any costs, expenses (including attorneys’ fees and expenses and disbursements), judgments, fines, losses, claims, damages or liabilities incurred in connection with any threatened, pending or completed action suit or proceeding, whether civil, criminal, administrative or investigative, (collectively, an “Action”), arising out of or pertaining to the fact that the Indemnified Person is or was a director, officer, employee or agent of the Company or any of its subsidiaries, or a trustee, custodian, administrator, committeeman or fiduciary of any employee benefit plan established and maintained by the Company or by any subsidiary of the Company, or was serving another corporation, partnership, joint venture, trust or other enterprise in any of the foregoing capacities at the request of the Company or any of its subsidiaries, whether asserted or claimed prior to, on or after the Appointment Date (including with respect to acts or omissions occurring in connection with this Agreement and the consummation of the transactions or actions contemplated hereby), and (ii) provide advancement of expenses to the Indemnified Persons in the defense or settlement of any Action to which such Indemnified Person may be entitled to indemnification hereunder or under the Company’s (or any successor’s) certificate of incorporation or bylaws, in each of clauses (i) and (ii), to the fullest extent permitted by the Charter and Bylaws as they presently exist or may hereafter be amended (but, in the case of any such amendment, only to the extent such amendment provides broader indemnification rights or rights of advancement of expenses than the Charter and Bylaws provided prior to such amendment).

Indemnification; Insurance. (a) From The Company shall not alter, in any manner adverse to the Investor Designees, any rights to indemnification and after exculpation from liabilities currently afforded to members of the Appointment DateBoard of Directors pursuant to the Charter, the Bylaws or any indemnification agreement, in each case, as in effect as of the Effective Time. The Company shall (i) indemnifyuse commercially reasonable efforts to continue to maintain in effect directors’ and officers’ liability insurance and fiduciary liability insurance with benefits, defend terms, conditions, retentions and hold harmlesslevels of coverage that are at least as favorable, all directors and officers in the aggregate, to the insureds as provided in the Company’s existing policies as of the Effective Time. The Company hereby acknowledges that certain Investor Designees may have rights to indemnification, advancement of expenses and/or insurance provided by Persons other than the Company and its subsidiaries who have served the Company or its subsidiaries in either capacity at any time during the one year period prior to the Appointment Date (the “Indemnified Persons”) against any costs, expenses (including attorneys’ fees and expenses and disbursements), judgments, fines, losses, claims, damages or liabilities incurred in connection with any threatened, pending or completed action suit or proceeding, whether civil, criminal, administrative or investigative, (collectively, an the “ActionIndemnitors”). The Company hereby agrees that, arising out with respect to an action, suit or proceeding brought against an Investor Designee by reason of or pertaining to the fact that the Indemnified Person such Investor Designee is or was a directordirector of the Company (A) the Company and its subsidiaries are the indemnitor of first resort (i.e., officertheir obligations to the Investor Designees are primary and any obligation of the Indemnitors to advance expenses or to provide indemnification for the same expenses or liabilities incurred by any Investor Designee are secondary), employee (B) the Company and its subsidiaries shall be required to advance the full amount of expenses incurred by any Investor Designee and shall be liable for the full amount of all expenses, judgments, penalties, fines and amounts paid in settlement, in each case, to the extent legally permitted and as required by the terms of this Agreement, the Charter, the Bylaws, and certificate of incorporation, certificate of formation, bylaws, limited partnership agreement or agent limited liability company agreement or comparable organizational documents of any of the Company’s subsidiaries (or any other agreement between the Company or any of its subsidiariessubsidiaries and any such Investor Designee related to indemnification), without regard to any rights such Investor Designee may have against the Indemnitors, and, (C) the Company and its subsidiaries irrevocably waive, relinquish and release the Indemnitors from any and all claims against the Indemnitors for contribution, subrogation or a trustee, custodian, administrator, committeeman or fiduciary any other recovery of any employee benefit plan established and maintained kind in respect thereof. The Company further agrees that no advancement or payment by an Indemnitor on behalf of an Investor Designee with respect to any claim for which such Investor Designee has sought indemnification from the Company or by any subsidiary of the Company, or was serving another corporation, partnership, joint venture, trust or other enterprise in any of its subsidiaries shall affect the foregoing capacities at the request of the Company or any of its subsidiaries, whether asserted or claimed prior to, on or after the Appointment Date (including with respect to acts or omissions occurring in connection with this Agreement and the consummation applicable Indemnitor shall have a right of the transactions or actions contemplated hereby), and (ii) provide advancement of expenses to the Indemnified Persons in the defense or settlement of any Action to which such Indemnified Person may contribution and/or be entitled to indemnification hereunder or under the Company’s (or any successor’s) certificate of incorporation or bylaws, in each of clauses (i) and (ii), to the fullest extent permitted by the Charter and Bylaws as they presently exist or may hereafter be amended (but, in the case of any such amendment, only subrogated to the extent of such amendment provides broader indemnification rights advancement or payment to all of the rights of advancement recovery of expenses than such Investor Designee against the Charter Company and Bylaws provided prior to such amendment)its subsidiaries.

Indemnification; Insurance. (a) From During the Term of Employment and after the Appointment Datethereafter, the Company shall (i) indemnify, defend Employer agrees to indemnify and hold Executive and Executive’s heirs and representatives harmless, all directors and officers of the Company and its subsidiaries who have served the Company or its subsidiaries in either capacity at any time during the one year period prior to the Appointment Date (the “Indemnified Persons”) maximum extent permitted by law, against any and all damages, costs, liabilities, losses and expenses (including reasonable attorneys’ fees and expenses and disbursements)expenses) (collectively, judgments“Expenses”) as a result of any claim, finesdemand, lossesrequest, claimsinvestigation, damages dispute, controversy, threat, discovery request or liabilities incurred in connection with request for testimony or information (collectively, a “Claim”) or any threatened, pending or completed action suit or proceeding, proceeding (whether civil, criminal, administrative or investigative, (collectively, an “Action”), arising or any threatened Claim or proceeding (whether civil, criminal, administrative or investigative), against Executive that arises out of or pertaining relates to the fact that the Indemnified Person is or was a director, Executive’s service as an officer, employee director or agent employee, as the case may be, of the Company or any of its subsidiariesEmployer, or a trustee, custodian, administrator, committeeman Executive’s service in any such capacity or fiduciary similar capacity with an affiliate of any employee benefit plan established and maintained by the Company or by any subsidiary of the Company, or was serving another corporation, partnership, joint venture, trust Employer or other enterprise in any of the foregoing capacities entity at the request of the Company or any of its subsidiariesEmployer, whether asserted or claimed both prior to, on or to and after the Appointment Date Effective Date, and to promptly advance to Executive or Executive’s heirs or representatives all such Expenses upon receipt by Employer of a written request with appropriate documentation of such Expenses and, if required by applicable law, an undertaking by Executive to repay the amount advanced if it shall ultimately be determined that Executive is not entitled to be indemnified by Employer against such Expenses. Neither the failure of Employer (including with respect the Board or Employer’s independent legal counsel or stockholders) to acts or omissions occurring have made a determination in connection with any request for indemnification or advancement under this Agreement Section 10 that Executive has satisfied any applicable standard of conduct, nor a determination by Employer (including the Board or Employer’s independent legal counsel or stockholders) that Executive has not met any applicable standard of conduct, shall create a presumption that Executive has not met an applicable standard of conduct. The indemnification and the consummation of the transactions advancement rights in this Section 10 shall be in addition to (and shall not restrict) any indemnification or actions contemplated hereby), and (ii) provide advancement of expenses rights otherwise applicable to the Indemnified Persons in the defense or settlement of any Action to which such Indemnified Person may be entitled to indemnification hereunder or under the Company’s (or any successor’s) certificate of incorporation or bylaws, in each of clauses (i) and (ii), to the fullest extent permitted by the Charter and Bylaws as they presently exist or may hereafter be amended (but, in the case of any such amendment, only to the extent such amendment provides broader indemnification rights or rights of advancement of expenses than the Charter and Bylaws provided prior to such amendment)Executive.

Indemnification; Insurance. (a) From a. Licensee shall defend, hold free, safe and after the Appointment Dateharmless and indemnify Licensor, the Company shall (i) indemnifyArtist, defend and hold harmlesstheir respective affiliates, all directors owners, directors, governors, officers, members, employees and officers of the Company and its subsidiaries who have served the Company or its subsidiaries in either capacity at any time during the one year period prior to the Appointment Date (the “Indemnified Persons”) against any costs, expenses (including attorneys’ fees and expenses and disbursements), judgments, fines, losses, claims, damages or liabilities incurred in connection with any threatened, pending or completed action suit or proceeding, whether civil, criminal, administrative or investigative, agents (collectively, an “Action”"Licensor Parties") against, any and all claims, demands, disputes, causes of action or damages, including reasonable outside accountants' and attorneys' fees (collectively, "Claims"), arising out of an allegation relating to or pertaining to the fact that the Indemnified Person is referring to: (i) any act or was a directoromission of Licensee, officer, employee or agent of the Company any third party contributor or any of its subsidiaries, other entity acting on Licensee's behalf (whether or a trustee, custodian, administrator, committeeman or fiduciary of any employee benefit plan established and maintained not approved by the Company or by any subsidiary of the Company, or was serving another corporation, partnership, joint venture, trust or other enterprise in any of the foregoing capacities at the request of the Company or any of its subsidiaries, whether asserted or claimed prior to, on or after the Appointment Date Licensor pursuant to this Agreement) (including with respect to acts or omissions occurring in connection with this Agreement and the consummation of the transactions or actions contemplated hereby"Third Party Contributor"), and (ii) provide advancement any breach of expenses this Agreement by Licensee, any Third Party Contributor, any Distribution Channel, or any other entity acting on Licensee's behalf (whether or not approved by Licensor pursuant to this Agreement), (iii) the Indemnified Persons manufacture, distribution, advertisement, promotion, sale, possession or use of any Product (including, but not limited to, claims relating to (w) any defect (whether obvious or hidden and whether or not present in any sample approved by Licensor) in a Product or in any packaging or other materials (including advertising materials), (x) any alleged injuries to persons or property, (y) any infringement by Licensee of any rights of any other person or entity or (z) the failure by Licensee to comply with applicable laws, regulations, standards, or (iv) any claim that any Product or element thereof (other than Materials that have been approved for use by Licensor) violates or infringes upon the trademark, copyright or other intellectual property rights (including trade dress and rights of publicity and privacy) of a third party, provided Licensee is given prompt written notice of and shall have the option to undertake and conduct the defense or settlement of any Action to which such Indemnified Person may be entitled to indemnification hereunder or under the Company’s (or any successor’s) certificate of incorporation or bylaws, in each of clauses (i) and (ii), to the fullest extent permitted by the Charter and Bylaws as they presently exist or may hereafter be amended (but, in the case of any such amendmentClaim, only and provided, however, that the failure of Licensee to be notified shall not relieve Licensee of its obligation hereunder to the extent such amendment provides broader failure does not result in actual and material prejudice to Licensee. In any instance to which the foregoing indemnities pertain, Licensor shall reasonably cooperate with and assist Licensee in connection with any such defense. Licensee shall reimburse Licensor Parties for all reasonable out-of- pocket costs actually incurred by Licensor Parties in connection with such cooperation and assistance. If in good faith reasonable business judgment Licensor deems it advisable to take control of the claim, Licensor can at its election take control over representation without waiving any rights to all or part of indemnification rights or rights to payment of advancement reasonable legal fees and costs. In any instance to which such indemnities pertain, Licensee shall keep Licensor fully advised of expenses than the Charter and Bylaws provided prior all developments pertaining to such amendment).Claim and shall not enter into a settlement of such Claim or admit liability or fault without Licensor's prior written approval, unless such settlement includes an unconditional release of Licensor

Indemnification; Insurance. (a) From and after At all times following the Appointment DateMerger, the Company Surviving Corporation shall (i) indemnify, defend indemnify all present and hold harmless, all former directors and or officers of the Company and its subsidiaries who have served the Company or its subsidiaries in either capacity at any time during the one year period prior to the Appointment Date Subsidiaries (the “"Indemnified Persons”Parties") against any costs, costs or expenses (including reasonable attorneys’ fees and expenses and disbursements' fees), judgments, fines, losses, claims, damages damages, penalties or liabilities (collectively, "Costs") incurred in connection with any threatenedclaim, pending action, suit, proceeding or completed action suit or proceedinginvestigation, whether civil, criminal, administrative or investigative, (collectively, an “Action”), arising out of or pertaining to matters existing or occurring at or prior to the fact that the Indemnified Person is or was a director, officer, employee or agent of the Company or any of its subsidiaries, or a trustee, custodian, administrator, committeeman or fiduciary of any employee benefit plan established and maintained by the Company or by any subsidiary of the Company, or was serving another corporation, partnership, joint venture, trust or other enterprise in any of the foregoing capacities at the request of the Company or any of its subsidiariesEffective Time, whether asserted or claimed prior to, on at or after the Appointment Date (including with respect to acts or omissions occurring in connection with this Agreement and the consummation of the transactions or actions contemplated hereby), and (ii) provide advancement of expenses to the Indemnified Persons in the defense or settlement of any Action to which such Indemnified Person may be entitled to indemnification hereunder or under the Company’s (or any successor’s) certificate of incorporation or bylaws, in each of clauses (i) and (ii)Effective Time, to the fullest extent permitted by the Charter and Bylaws as they presently exist or may hereafter be amended (butlaw, in the case of any such amendment, only to the extent such amendment provides broader Costs have not been paid for by insurance and shall, in connection with defending against any action for which indemnification is available hereunder, promptly reimburse such Indemnified Parties from time to time upon receipt of sufficient supporting documentation, for any reasonable costs and expenses reasonably incurred by such Indemnified Parties; provided that such reimbursement shall be conditioned upon such Indemnified Parties' agreement promptly to return such amounts if a court of competent jurisdiction shall ultimately determine that indemnification of such Indemnified Parties is prohibited by applicable law. The foregoing rights shall be in addition to any rights to which any Indemnified Party may be entitled by reason of the by-laws or rights certificate of advancement incorporation of expenses the Company or any of its Subsidiaries, any contract and/or any applicable law. Surviving Corporation will maintain for a period of not less than six years from the Charter Effective Time Company's current D&O Insurance and Bylaws indemnification policy (or a policy providing substantially similar coverage) (the "D&O Insurance") for all persons who are directors and officers of the Company and its Subsidiaries covered by the Company's D&O Insurance as of the Effective Time; provided that Surviving Corporation shall not be required to spend as an annual premium for such D&O Insurance an amount in excess of 300% of the annual premium paid for D&O Insurance in effect prior to the date of this Agreement; and provided further that Surviving Corporation shall nevertheless be obligated to provide such amendment)coverage as may be obtained for such amount. The provisions of this Section are intended for the benefit of, and shall be enforceable by, each Indemnified Party and his or her heirs and representatives.

Indemnification; Insurance. (a) From and after the Appointment Date, the Company shall (i) indemnify, defend and hold harmless, all The directors and officers of the Company and its subsidiaries who have served the Company or its subsidiaries in either capacity at any time during the one year period prior corporation shall be indemnified to the Appointment Date (maximum extent permitted by law. Without limiting the “Indemnified Persons”) against foregoing, each person who was or is made a party or is threatened to be made a party to any costsaction, expenses (including attorneys’ fees and expenses and disbursements), judgments, fines, losses, claims, damages or liabilities incurred in connection with any threatened, pending or completed action suit or proceeding, whether civil, criminal, administrative or investigative, investigative (collectively, an “Action”hereinafter a "proceeding"), arising out by reason of or pertaining to the fact that he or she, or a person of whom he or she is the Indemnified Person legal representative, is or was a director or officer of the corporation, or is or was serving, at the request of the corporation, as a director, officer, employee employee, fiduciary or agent of the Company another corporation or any of its subsidiaries, or a trustee, custodian, administrator, committeeman or fiduciary of any employee benefit plan established and maintained by the Company or by any subsidiary of the Company, or was serving another corporation, partnership, joint venture, trust or other enterprise in any of enterprise, shall be indemnified and held harmless by the foregoing capacities at the request of the Company or any of its subsidiaries, whether asserted or claimed prior to, on or after the Appointment Date (including with respect to acts or omissions occurring in connection with this Agreement and the consummation of the transactions or actions contemplated hereby), and (ii) provide advancement of expenses to the Indemnified Persons in the defense or settlement of any Action to which such Indemnified Person may be entitled to indemnification hereunder or under the Company’s (or any successor’s) certificate of incorporation or bylaws, in each of clauses (i) and (ii)corporation, to the fullest extent permitted which it is empowered to do so by the Charter and Bylaws Delaware General Corporation Law, as they presently exist the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment provides permits the corporation to provide broader indemnification rights or rights of advancement of expenses than said law permitted the Charter and Bylaws provided corporation to provide prior to such amendment)., against all expenses, judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such proceeding, including attorneys' fees, and such indemnification shall inure to the benefit of his or her heirs, executors and administrators; provided, however, that, except as provided in the bylaws of the corporation, the corporation shall indemnify any such person seeking indemnification in connection with a proceeding initiated by such person only if such proceeding was authorized by the board of directors of the corporation. Expenses incurred by a director or officer of the corporation in defending a civil or criminal action, suit or proceeding shall be paid by the corporation in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of the director or officer to repay such amount if it is ultimately determined that the director or officer is not entitled to be indemnified by the corporation as authorized by the Delaware General Corporation Law. The foregoing right of indemnification and advancement of expenses shall be a contract right and shall in no way be exclusive of any other rights of indemnification and advancement of expenses to which any such director or officer may be entitled by law, agreement, vote of stockholders or of disinterested directors or otherwise. All rights of indemnification and advancement of expenses hereunder shall survive any repeal or modification of this Article VIII as to any set of facts or proceeding then existing, shall continue as to a person who has ceased to be an officer or director and shall inure to the benefit of the heirs, executors and administrators of such a director or officer. The procedures with respect to indemnification shall be set forth in the bylaws of the corporation. The corporation may maintain insurance, at its expense, to protect itself and any person who is or was a director, officer, employee or agent of the corporation or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any such expense, liability or loss, whether or not the corporation would have the power to indemnify such person against such expense, liability or loss under the Delaware General Corporation Law. Schedule IV to Sxxxx Xxxxxxx Settlement Agreement BYLAWS INDEMNIFICATION PROVISIONS

Indemnification; Insurance. (a) From and after the Appointment Date, the Company shall (i) indemnify, defend and hold harmless, all The directors and officers of the Company and its subsidiaries who have served the Company or its subsidiaries in either capacity at any time during the one year period prior corporation shall be indemnified to the Appointment Date (maximum extent permitted by law. Without limiting the “Indemnified Persons”) against foregoing, each person who was or is made a party or is threatened to be made a party to any costsaction, expenses (including attorneys’ fees and expenses and disbursements), judgments, fines, losses, claims, damages or liabilities incurred in connection with any threatened, pending or completed action suit or proceeding, whether civil, criminal, administrative or investigative, investigative (collectively, an “Action”hereinafter a "proceeding"), arising out by reason of or pertaining to the fact that he or she, or a person of whom he or she is the Indemnified Person legal representative, is or was a director or officer of the corporation, or is or was serving, at the request of the corporation, as a director, officer, employee employee, fiduciary or agent of the Company another corporation or any of its subsidiaries, or a trustee, custodian, administrator, committeeman or fiduciary of any employee benefit plan established and maintained by the Company or by any subsidiary of the Company, or was serving another corporation, partnership, joint venture, trust or other enterprise in any of enterprise, shall be indemnified and held harmless by the foregoing capacities at the request of the Company or any of its subsidiaries, whether asserted or claimed prior to, on or after the Appointment Date (including with respect to acts or omissions occurring in connection with this Agreement and the consummation of the transactions or actions contemplated hereby), and (ii) provide advancement of expenses to the Indemnified Persons in the defense or settlement of any Action to which such Indemnified Person may be entitled to indemnification hereunder or under the Company’s (or any successor’s) certificate of incorporation or bylaws, in each of clauses (i) and (ii)corporation, to the fullest extent permitted which it is empowered to do so by the Charter and Bylaws Delaware General Corporation Law, as they presently exist the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment provides permits the corporation to provide broader indemnification rights or rights of advancement of expenses than said law permitted the Charter and Bylaws provided corporation to provide prior to such amendment)., against all expenses, judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such proceeding, including attorneys' fees, and such indemnification shall inure to the benefit of his or her heirs, executors and administrators; provided, however, that, except as provided in the bylaws of the corporation, the corporation shall indemnify any such person seeking indemnification in connection with a proceeding initiated by such person only if such proceeding was authorized by the board of directors of the corporation. Expenses incurred by a director or officer of the corporation in defending a civil or criminal action, suit or proceeding shall be paid by the corporation in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of the director or officer to repay such amount if it is ultimately determined that the director or officer is not entitled to be indemnified by the corporation as authorized by the Delaware General Corporation Law. The foregoing right of indemnification and advancement of expenses shall be a contract right and shall in no way be exclusive of any other rights of indemnification and advancement of expenses to which any such director or officer may be entitled by law, agreement, vote of stockholders or of disinterested directors or otherwise. All rights of indemnification and advancement of expenses hereunder shall survive any repeal or modification of this Article VIII as to any set of facts or proceeding then existing, shall continue as to a person who has ceased to be an officer or director and shall inure to the benefit of the heirs, executors and administrators of such a director or officer. The procedures with respect to indemnification shall be set forth in the bylaws of the corporation. The corporation may maintain insurance, at its expense, to protect itself and any person who is or was a director, officer, employee or agent of the corporation or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any such expense, liability or loss, whether or not the corporation would have the power to indemnify such person against such expense, liability or loss under the Delaware General Corporation Law. Schedule IV to G. Mxxxxxx Xxxxxx Settlement Agreement BYLAWS INDEMNIFICATION PROVISIONS

Indemnification; Insurance. (a) From and after the Appointment Date, the Company shall (i) indemnify, defend and hold harmless, all The directors and officers of the Company and its subsidiaries who have served the Company or its subsidiaries in either capacity at any time during the one year period prior corporation shall be indemnified to the Appointment Date (maximum extent permitted by law. Without limiting the “Indemnified Persons”) against foregoing, each person who was or is made a party or is threatened to be made a party to any costsaction, expenses (including attorneys’ fees and expenses and disbursements), judgments, fines, losses, claims, damages or liabilities incurred in connection with any threatened, pending or completed action suit or proceeding, whether civil, criminal, administrative or investigative, investigative (collectively, an “Action”hereinafter a "proceeding"), arising out by reason of or pertaining to the fact that he or she, or a person of whom he or she is the Indemnified Person legal representative, is or was a director or officer of the corporation, or is or was serving, at the request of the corporation, as a director, officer, employee employee, fiduciary or agent of the Company another corporation or any of its subsidiaries, or a trustee, custodian, administrator, committeeman or fiduciary of any employee benefit plan established and maintained by the Company or by any subsidiary of the Company, or was serving another corporation, partnership, joint venture, trust or other enterprise in any of enterprise, shall be indemnified and held harmless by the foregoing capacities at the request of the Company or any of its subsidiaries, whether asserted or claimed prior to, on or after the Appointment Date (including with respect to acts or omissions occurring in connection with this Agreement and the consummation of the transactions or actions contemplated hereby), and (ii) provide advancement of expenses to the Indemnified Persons in the defense or settlement of any Action to which such Indemnified Person may be entitled to indemnification hereunder or under the Company’s (or any successor’s) certificate of incorporation or bylaws, in each of clauses (i) and (ii)corporation, to the fullest extent permitted which it is empowered to do so by the Charter and Bylaws Delaware General Corporation Law, as they presently exist the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment provides permits the corporation to provide broader indemnification rights or rights of advancement of expenses than said law permitted the Charter and Bylaws provided corporation to provide prior to such amendment)., against all expenses, judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such proceeding, including attorneys' fees, and such indemnification shall inure to the benefit of his or her heirs, executors and administrators; provided, however, that, except as provided in the bylaws of the corporation, the corporation shall indemnify any such person seeking indemnification in connection with a proceeding initiated by such person only if such proceeding was authorized by the board of directors of the corporation. Expenses incurred by a director or officer of the corporation in defending a civil or criminal action, suit or proceeding shall be paid by the corporation in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of the director or officer to repay such amount if it is ultimately determined that the director or officer is not entitled to be indemnified by the corporation as authorized by the Delaware General Corporation Law. The foregoing right of indemnification and advancement of expenses shall be a contract right and shall in no way be exclusive of any other rights of indemnification and advancement of expenses to which any such director or officer may be entitled by law, agreement, vote of stockholders or of disinterested directors or otherwise. All rights of indemnification and advancement of expenses hereunder shall survive any repeal or modification of this Article VIII as to any set of facts or proceeding then existing, shall continue as to a person who has ceased to be an officer or director and shall inure to the benefit of the heirs, executors and administrators of such a director or officer. The procedures with respect to indemnification shall be set forth in the bylaws of the corporation. The corporation may maintain insurance, at its expense, to protect itself and any person who is or was a director, officer, employee or agent of the corporation or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any such expense, liability or loss, whether or not the corporation would have the power to indemnify such person against such expense, liability or loss under the Delaware General Corporation Law. Schedule IV to E. X. Xxxxxxx, Xx. Severance Agreement BYLAWS INDEMNIFICATION PROVISIONS

Indemnification; Insurance. (a) From and after the Appointment Date, the Company shall (i) indemnify, defend and hold harmless, all The directors and officers of the Company and its subsidiaries who have served the Company or its subsidiaries in either capacity at any time during the one year period prior corporation shall be indemnified to the Appointment Date (maximum extent permitted by law. Without limiting the “Indemnified Persons”) against foregoing, each person who was or is made a party or is threatened to be made a party to any costsaction, expenses (including attorneys’ fees and expenses and disbursements), judgments, fines, losses, claims, damages or liabilities incurred in connection with any threatened, pending or completed action suit or proceeding, whether civil, criminal, administrative or investigative, investigative (collectively, an “Action”hereinafter a "proceeding"), arising out by reason of or pertaining to the fact that he or she, or a person of whom he or she is the Indemnified Person legal representative, is or was a director or officer of the corporation, or is or was serving, at the request of the corporation, as a director, officer, employee employee, fiduciary or agent of the Company another corporation or any of its subsidiaries, or a trustee, custodian, administrator, committeeman or fiduciary of any employee benefit plan established and maintained by the Company or by any subsidiary of the Company, or was serving another corporation, partnership, joint venture, trust or other enterprise in any of enterprise, shall be indemnified and held harmless by the foregoing capacities at the request of the Company or any of its subsidiaries, whether asserted or claimed prior to, on or after the Appointment Date (including with respect to acts or omissions occurring in connection with this Agreement and the consummation of the transactions or actions contemplated hereby), and (ii) provide advancement of expenses to the Indemnified Persons in the defense or settlement of any Action to which such Indemnified Person may be entitled to indemnification hereunder or under the Company’s (or any successor’s) certificate of incorporation or bylaws, in each of clauses (i) and (ii)corporation, to the fullest extent permitted which it is empowered to do so by the Charter and Bylaws Delaware General Corporation Law, as they presently exist the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment provides permits the corporation to provide broader indemnification rights or rights of advancement of expenses than said law permitted the Charter and Bylaws provided corporation to provide prior to such amendment)., against all expenses, judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such proceeding, including attorneys' fees, and such indemnification shall inure to the benefit of his or her heirs, executors and administrators; provided, however, that, except as provided in the bylaws of the corporation, the corporation shall indemnify any such person seeking indemnification in connection with a proceeding initiated by such person only if such proceeding was authorized by the board of directors of the corporation. Expenses incurred by a director or officer of the corporation in defending a civil or criminal action, suit or proceeding shall be paid by the corporation in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of the director or officer to repay such amount if it is ultimately determined that the director or officer is not entitled to be indemnified by the corporation as authorized by the Delaware General Corporation Law. The foregoing right of indemnification and advancement of expenses shall be a contract right and shall in no way be exclusive of any other rights of indemnification and advancement of expenses to which any such director or officer may be entitled by law, agreement, vote of stockholders or of disinterested directors or otherwise. All rights of indemnification and advancement of expenses hereunder shall survive any repeal or modification of this Article VIII as to any set of facts or proceeding then existing, shall continue as to a person who has ceased to be an officer or director and shall inure to the benefit of the heirs, executors and administrators of such a director or officer. The procedures with respect to indemnification shall be set forth in the bylaws of the corporation. The corporation may maintain insurance, at its expense, to protect itself and any person who is or was a director, officer, employee or agent of the corporation or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any such expense, liability or loss, whether or not the corporation would have the power to indemnify such person against such expense, liability or loss under the Delaware General Corporation Law. Schedule IV to Lightstone Settlement Agreement BYLAWS INDEMNIFICATION PROVISIONS

Indemnification; Insurance. (a) From and after the Appointment Date, the Company shall (i) indemnify, defend and hold harmless, all The directors and officers of the Company and its subsidiaries who have served the Company or its subsidiaries in either capacity at any time during the one year period prior corporation shall be indemnified to the Appointment Date (maximum extent permitted by law. Without limiting the “Indemnified Persons”) against foregoing, each person who was or is made a party or is threatened to be made a party to any costsaction, expenses (including attorneys’ fees and expenses and disbursements), judgments, fines, losses, claims, damages or liabilities incurred in connection with any threatened, pending or completed action suit or proceeding, whether civil, criminal, administrative or investigative, investigative (collectively, an “Action”hereinafter a "proceeding"), arising out by reason of or pertaining to the fact that he or she, or a person of whom he or she is the Indemnified Person legal representative, is or was a director or officer of the corporation, or is or was serving, at the request of the corporation, as a director, officer, employee employee, fiduciary or agent of the Company another corporation or any of its subsidiaries, or a trustee, custodian, administrator, committeeman or fiduciary of any employee benefit plan established and maintained by the Company or by any subsidiary of the Company, or was serving another corporation, partnership, joint venture, trust or other enterprise in any of enterprise, shall be indemnified and held harmless by the foregoing capacities at the request of the Company or any of its subsidiaries, whether asserted or claimed prior to, on or after the Appointment Date (including with respect to acts or omissions occurring in connection with this Agreement and the consummation of the transactions or actions contemplated hereby), and (ii) provide advancement of expenses to the Indemnified Persons in the defense or settlement of any Action to which such Indemnified Person may be entitled to indemnification hereunder or under the Company’s (or any successor’s) certificate of incorporation or bylaws, in each of clauses (i) and (ii)corporation, to the fullest extent permitted which it is empowered to do so by the Charter and Bylaws Delaware General Corporation Law, as they presently exist the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment provides permits the corporation to provide broader indemnification rights or rights of advancement of expenses than said law permitted the Charter and Bylaws provided corporation to provide prior to such amendment)., against all expenses, judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such proceeding, including attorneys' fees, and such indemnification shall inure to the benefit of his or her heirs, executors and administrators; provided, however, that, except as provided in the bylaws of the corporation, the corporation shall indemnify any such person seeking indemnification in connection with a proceeding initiated by such person only if such proceeding was authorized by the board of directors of the corporation. Expenses incurred by a director or officer of the corporation in defending a civil or criminal action, suit or proceeding shall be paid by the corporation in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of the director or officer to repay such amount if it is ultimately determined that the director or officer is not entitled to be indemnified by the corporation as authorized by the Delaware General Corporation Law. The foregoing right of indemnification and advancement of expenses shall be a contract right and shall in no way be exclusive of any other rights of indemnification and advancement of expenses to which any such director or officer may be entitled by law, agreement, vote of stockholders or of disinterested directors or otherwise. All rights of indemnification and advancement of expenses hereunder shall survive any repeal or modification of this Article VIII as to any set of facts or proceeding then existing, shall continue as to a person who has ceased to be an officer or director and shall inure to the benefit of the heirs, executors and administrators of such a director or officer. The procedures with respect to indemnification shall be set forth in the bylaws of the corporation. The corporation may maintain insurance, at its expense, to protect itself and any person who is or was a director, officer, employee or agent of the corporation or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any such expense, liability or loss, whether or not the corporation would have the power to indemnify such person against such expense, liability or loss under the Delaware General Corporation Law. Schedule IV to Dxxxx Xxxxxxx Settlement Agreement BYLAWS INDEMNIFICATION PROVISIONS

Indemnification; Insurance. (a) From and after At all times following the Appointment DateMerger, the Company Surviving Corporation shall (i) indemnify, defend indemnify all present and hold harmless, all former directors and or officers of the Company Target and its subsidiaries who have served the Company or its subsidiaries in either capacity at any time during the one year period prior to the Appointment Date Subsidiaries (the “Indemnified PersonsParties”) against any costs, costs or expenses (including reasonable attorneys’ fees and expenses and disbursementsfees), judgments, fines, losses, claims, damages damages, penalties or liabilities (collectively, “Costs”) incurred in connection with any threatenedclaim, pending action, suit, proceeding or completed action suit or proceedinginvestigation, whether civil, criminal, administrative or investigative, (collectively, an “Action”), arising out of or pertaining to matters, existing or occurring at or prior to the fact that the Indemnified Person is or was a director, officer, employee or agent of the Company or any of its subsidiaries, or a trustee, custodian, administrator, committeeman or fiduciary of any employee benefit plan established and maintained by the Company or by any subsidiary of the Company, or was serving another corporation, partnership, joint venture, trust or other enterprise in any of the foregoing capacities at the request of the Company or any of its subsidiariesEffective Time, whether asserted or claimed prior to, on at or after the Appointment Date (including with respect to acts or omissions occurring in connection with this Agreement and the consummation Effective Time, by reason of the transactions fact of such Indemnified Party’s service as a director or actions contemplated hereby)officer of Target or any of its Subsidiaries, and (ii) provide advancement of expenses except to the Indemnified Persons extent it is determined in the defense or settlement a final, non-appealable determination by a court of any Action to which competent jurisdiction that such Indemnified Person may be entitled to indemnification hereunder or under the Company’s (or any successor’s) certificate of incorporation or bylawsis prohibited by applicable law, in each of clauses (i) and (ii), to the fullest extent permitted by the Charter and Bylaws as they presently exist or may hereafter be amended (but, in the case of any such amendment, only to the extent such amendment provides broader Costs have not been paid for by insurance and shall, in connection with defending against any action for which indemnification rights or rights of advancement of expenses than the Charter and Bylaws provided prior is available hereunder, promptly advance to such amendment)Indemnified Parties any reasonable costs and expenses as incurred by or on behalf of such Indemnified Parties; provided that such advance shall be conditioned upon such Indemnified Parties’ agreement promptly to return such amounts if a court of competent jurisdiction shall ultimately determine that indemnification of such Indemnified Parties is prohibited by applicable law. The foregoing rights shall be in addition to any rights to which any Indemnified Party may be entitled by reason of the by-laws or certificate of incorporation of Target or any of its Subsidiaries, any contract and/or any applicable law. Target shall acquire and the Surviving Corporation will maintain (and not cancel or allow to lapse) for a period of not less than six years from the Effective Time Target’s current directors’ and officers’ liability insurance and indemnification policy (or a policy providing substantially similar coverage) (the “D&O Insurance”) for all persons who are directors and officers of Target and its Subsidiaries covered by Target’s D&O Insurance as of the Effective Time. The provisions of this Section are intended for the benefit of, and shall be enforceable by, each Indemnified Party and his or her heirs and representatives.

Indemnification; Insurance. (a) From The Company, to the extent and after in a manner permitted by Delaware law as in effect from time to time, shall indemnify any Indemnitee (including the Appointment Dateheirs, executors, administrators or estate of any, such Indemnitee) who was or is made a party to or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding (including any appeal thereof), whether civil, criminal, administrative, regulatory or investigative in nature, (other than an action or suit by or in the Company shall (iright of the corporation to procure a judgment in its favor) indemnifyby reason of the fact that such person is or was an Indemnitee, defend and hold harmless, all directors and officers or is or was serving at the request of the Company and its subsidiaries who have served the Company as a manager, officer, authorized signatory, director, shareholder, member, partner, trustee, fiduciary, employee or its subsidiaries in either capacity at any time during the one year period prior to the Appointment Date agent (the a “Indemnified PersonsSubsidiary Officer”) of another corporation, limited liability company, partnership, joint venture, trust, employee or agent of another corporation, limited liability company, partnership, joint venture, trust, employee benefit plan or other enterprise (an “Associated Entity”), against any costs, expenses (including attorneys’ fees and expenses and disbursements), costs, judgments, fines, losses, claims, damages or liabilities penalties and amounts paid in settlement actually and reasonably incurred (“Losses”) by such Indemnitee in connection with any threatenedwith, pending or completed action and shall advance expenses incurred by such person in advance of the final disposition of, such action, suit or proceeding, whether civilunless it is proven in a court with appropriate jurisdiction in a final, criminal, administrative or investigative, (collectively, an “Action”), arising out of or pertaining to the fact non-appealable judgment that the Indemnified Person such Indemnitee is or was a director, officer, employee or agent liable in respect of the Company Losses referred to in this subparagraph and such Indemnitee’s conduct constituted bad faith, fraud or any of its subsidiaries, or a trustee, custodian, administrator, committeeman or fiduciary of any employee benefit plan established and maintained by the Company or by any subsidiary of the Company, or was serving another corporation, partnership, joint venture, trust or other enterprise in any of the foregoing capacities at the request of the Company or any of its subsidiaries, whether asserted or claimed prior to, on or after the Appointment Date (including with respect to acts or omissions occurring in connection with this Agreement and the consummation of the transactions or actions contemplated hereby), and (ii) provide advancement of expenses to the Indemnified Persons in the defense or settlement of any Action to which such Indemnified Person may be entitled to indemnification hereunder or under the Company’s (or any successor’s) certificate of incorporation or bylaws, in each of clauses (i) and (ii), to the fullest extent permitted by the Charter and Bylaws as they presently exist or may hereafter be amended (butwillful misconduct and, in the case of current or former Officers, employees and members of the Board of Managers, gross negligence. The Company shall indemnify any Indemnitee (including the heirs, executors, administrators or estate of any such amendment, only Indemnitee) for a breach of Section 7(o) except to the extent such amendment provides broader indemnification rights would not be permitted under Delaware law with respect to an officer or rights director of advancement of expenses than the Charter and Bylaws provided prior to such amendment)a Delaware corporation.