Common use of Indemnification of Directors and Officers Clause in Contracts

Indemnification of Directors and Officers. 8.8.1. For a period of six (6) years after the Closing, Buyer shall not, and shall not permit any Group Company to, amend, repeal or modify any provision in any Organizational Documents of any Group Company relating to the exculpation, indemnification or advancement of expenses of any Persons who at any time prior to or at the Closing are or were officers, directors or employees (or their equivalent) of any Group Company (each, a “D&O Indemnified Person”) with respect to acts or omissions existing or occurring at or prior to the Closing (unless and to the extent required by Law), it being the intent of the parties that all such officers, directors and employees of each Group Company shall be entitled to exculpation, indemnification and advancement of expenses to the fullest extent permitted by applicable Law and that no change, modification or amendment of such documents or arrangements may be made that will adversely affect any such Person’s right thereto without the prior written consent of that Person. 8.8.2. In addition to the other rights provided for in this Section 8.8 and not in limitation thereof, from and after the Closing, Buyer shall and shall cause each Group Company (each, a “D&O Indemnifying Party”) to, to the fullest extent permitted by applicable Law and are required by the terms of the Group Companies’ Organizational Documents in effect as of the date hereof, (i) indemnify and hold harmless (and exculpate and release from any liability to Buyer or any Group Company) the D&O Indemnified Persons against all D&O Expenses and all losses, claims, damages, judgments, fines, penalties and amounts paid in settlement (“D&O Losses”) in respect of any threatened, pending or completed Action, whether criminal, civil, administrative or investigative, based on or arising out or relating to the fact that such Person is or was a officer, director or employee of any Group Company and arising out of or relating to acts or omissions occurring or existing at or prior to the Closing (including in respect of acts or omissions in connection with this Agreement and the Contemplated Transactions) (a “D&O Indemnifiable Claim”) and (ii) advance, unconditionally and interest-free, to such D&O Indemnified Persons all D&O Expenses incurred in connection with any D&O Indemnifiable Claim (including in circumstances where the D&O Indemnifying Party is otherwise entitled to assume the defense of such claim and has assumed such defense) promptly after receipt of statements therefor; provided, however, that, to the extent required by applicable Laws that cannot be waived, the Person to whom D&O Expenses are to be advanced provides an unsecured undertaking to repay such advances to the extent it is ultimately and finally determined by a court of competent jurisdiction that such

Indemnification of Directors and Officers. 8.8.1. For a period of six (6) years after the Closing, Buyer shall not, The Corporation and shall not permit any Group Company to, amend, repeal or modify any provision in any Organizational Documents of any Group Company relating to the exculpation, indemnification or advancement of expenses of any Persons who at any time prior to or at the Closing are or were officers, directors or employees (or their equivalent) of any Group Company (each, a “D&O Indemnified Person”) with respect to acts or omissions existing or occurring at or prior to the Closing (unless and to the extent required by Law), it being the intent of the parties that all such officers, directors and employees of each Group Company shall be entitled to exculpation, indemnification and advancement of expenses to the fullest extent permitted by applicable Law and that no change, modification or amendment of such documents or arrangements may be made that will adversely affect any such Person’s right thereto without the prior written consent of that Person. 8.8.2. In addition to the other rights provided for in this Section 8.8 and not in limitation thereof, from and after the Closing, Buyer shall and shall cause each Group Company (each, a “D&O Indemnifying Party”) toNew Ceridian shall, to the fullest extent permitted by applicable Law Delaware law, indemnify, defend and are required by save harmless the terms persons who were officers and directors of Ceridian, immediately prior to the Group Companies’ Organizational Documents in effect as of the date hereofDistribution Date, (i) indemnify from and hold harmless (and exculpate and release from against any liability to Buyer or any Group Company) the D&O Indemnified Persons against all D&O Expenses and all liability (including any judgments, losses, claims, damages, judgmentscivil penalties, finesexcise taxes, penalties interest and amounts paid in settlement (“D&O Losses”) in respect any other form of liability or expense of any threatened, pending kind) or completed Action, whether criminal, civil, administrative or investigative, based on or arising out or relating claim of liability (as defined above and including any investigatory action) to the fact that such Person is or was a officer, director or employee which they may be subjected by reason of any Group Company and act alleged to have been done or omitted to be done arising out of service as a director or relating officer in connection with their service as officers and directors of Ceridian and any related or affiliated entity, including all expenses reasonably incurred in their defense if the Corporation and New Ceridian fail to provide such defense after having been requested to do so in writing. Regardless of whether the Corporation or New Ceridian assumes such defense, counsel for such defense may be selected by the indemnified officer or director. Defense costs shall be indemnified as incurred in the course of the defense or investigation. The remedies provided by this Section 3.6 shall be cumulative and without prejudice to the assertion of any other rights. To the extent that an officer or director receives payment under any liability insurance or other indemnification arrangement with respect to a matter covered by this Section 3.6, that officer or director shall reimburse the party which has made payments to him or her hereunder, but no reimbursement shall be required except to the extent that the total which he or she has received from all sources is greater than the aggregate amount of his or her liability and expense with respect to that matter. The liability of the Corporation and New Ceridian with respect to the Indemnification provided in this Section 3.6 shall be joint and several as to the officer or director in question, but as between the Corporation and New Ceridian, such liabilityshall be allocated to either the Media Information Group or the New Ceridian Group based on whether the acts or omissions occurring or existing at or prior giving rise to the Closing Liability are attributable to officers or directors of the New Ceridian Group (including in respect which case such liability shall be allocated to the appropriate member of acts the New Ceridian Group) or omissions are attributable to officers or directors of the Media Information Group (in connection with which case such liability shall be allocated to the appropriate member of the Media Information Group). Notwithstanding the third-party beneficiary provisions of this Agreement Agreement, the officers and the Contemplated Transactions) (a “D&O Indemnifiable Claim”) directors covered by this Section 3.6 shall be and (ii) advance, unconditionally shall be deemed to be beneficiaries of this Article III and interest-free, to such D&O Indemnified Persons all D&O Expenses incurred in connection with any D&O Indemnifiable Claim (including in circumstances where the D&O Indemnifying Party is otherwise shall be entitled to assume the defense of such claim and has assumed such defense) promptly after receipt of statements therefor; provided, however, that, to the extent required by applicable Laws that cannot be waived, the Person to whom D&O Expenses are to be advanced provides an unsecured undertaking to repay such advances to the extent it is ultimately and finally determined by a court of competent jurisdiction that suchenforce their rights hereunder through legal action or otherwise.

Indemnification of Directors and Officers. 8.8.1. For a period of six (6a) years after the Closing, Buyer shall not, and shall not permit any Group Company to, amend, repeal or modify any provision in any Organizational Documents of any Group Company relating to the exculpation, indemnification or advancement of expenses of any Persons who at any time prior to or at the Closing are or were officers, directors or employees (or their equivalent) of any Group Company (each, a “D&O Indemnified Person”) with respect to acts or omissions existing or occurring at or prior to the Closing (unless and to the extent required by Law), it being the intent of the parties that all such officers, directors and employees of each Group Company shall be entitled to exculpation, indemnification and advancement of expenses to the fullest extent permitted by applicable Law and that no change, modification or amendment of such documents or arrangements may be made that will adversely affect any such Person’s right thereto without the prior written consent of that Person. 8.8.2. In addition to the other rights provided for in this Section 8.8 and not in limitation thereof, from From and after the ClosingEffective Time, Buyer shall and Parent shall cause each Group Company (each, a “D&O Indemnifying Party”) the Surviving Corporation to, to and the fullest extent permitted by applicable Law and are required by the terms of the Group Companies’ Organizational Documents in effect as of the date hereofSurviving Corporation agrees to, (i) indemnify indemnify, defend and hold harmless in accordance with the Certificate of Incorporation and By-laws of the Company, and subject to the limitations of the BCL, each present and past officer, director, employee, representative or agent (other than Xxxxxxxx and exculpate and release from any liability to Buyer Xxxxx), of the Company (or any Group Company) subsidiary or division thereof), including, without limitation, each person controlling any of the D&O foregoing persons (individually, an "Indemnified Persons Party" and collectively, the "Indemnified Parties"), against all D&O Expenses and all losses, claims, damages, liabilities, costs or expenses (including attorneys' fees), judgments, fines, penalties and amounts paid in settlement (“D&O Losses”) in respect of connection with any threatenedclaim, pending action, suit, proceeding or completed Action, whether criminal, civil, administrative or investigative, based on or arising out or relating to the fact that such Person is or was a officer, director or employee of any Group Company and investigation arising out of or relating pertaining to acts or omissions omissions, or alleged acts or omissions, by them in their capacities as such, whether commenced, asserted or claimed before or after the Effective Time. In the event of any such claim, action, suit, proceeding or investigation (an "Action"), (i) the Surviving Corporation shall advance the reasonable fees and expenses of counsel selected by the Indemnified Party, which counsel shall be reasonably acceptable to Parent, in advance of the final disposition of any such action; provided, however, that prior to advancement of fees and expenses, the Indemnified Party shall provide an undertaking in form and substance reasonably satisfactory to the Surviving Corporation, and (ii) the Surviving Corporation will cooperate in the defense of any such matter; provided, however, that the Surviving Corporation shall not be liable for any settlement effected without its written consent (which consent shall not be unreasonably withheld or delayed) and provided, further, that the Surviving Corporation shall not be obligated pursuant to this Section to pay the fees and disbursements of more than one counsel for all Indemnified Parties in any single Action except to the extent that, in the opinion of counsel for the Indemnified Parties, to do so would be inappropriate due to actual or potential differing interests between or among such parties. (b) For a period of six years after the Effective Time, the Surviving Corporation shall not amend the provisions of its Certificate of Incorporation and By-laws providing for exculpation of director and officer liability and indemnification, except as required by applicable law. (c) Parent shall cause the Surviving Corporation to, and the Surviving Corporation agrees to, maintain in effect for the Indemnified Parties for not less than three years the current policies of directors' and officers' liability insurance and fiduciary liability insurance maintained by the Company and the Company's subsidiaries with respect to matters occurring or existing at or prior to the Closing (including in respect of acts or omissions in connection with this Agreement and the Contemplated Transactions) (a “D&O Indemnifiable Claim”) and (ii) advance, unconditionally and interest-free, to such D&O Indemnified Persons all D&O Expenses incurred in connection with any D&O Indemnifiable Claim (including in circumstances where the D&O Indemnifying Party is otherwise entitled to assume the defense of such claim and has assumed such defense) promptly after receipt of statements thereforEffective Time; provided, howeverthat Parent may substitute therefor policies of substantially the same coverage containing terms and conditions which are no less advantageous, thatin any material respect, to the extent required Indemnified Parties. (d) Parent shall cause the Surviving Corporation to, and the Surviving Corporation agrees to, pay all expenses, including attorneys' fees, that may be incurred by applicable Laws that cannot any Indemnified Parties in enforcing the indemnity and other obligations provided for in this Section 6.9. (e) The rights of each Indemnified Party hereunder shall be waivedin addition to any other rights such Indemnified Party has under the Certificate of Incorporation or By-laws of the Company, under the BCL or otherwise. This Section 6.9 is intended to benefit each of the Indemnified Parties and shall be binding on all successors and assigns of Newco, the Person to whom D&O Expenses are to be advanced provides an unsecured undertaking to repay such advances to Company and the extent it is ultimately and finally determined by a court of competent jurisdiction that suchSurviving Corporation.

Indemnification of Directors and Officers. 8.8.1. For a period of six (6) years after the Closing, Buyer 7.1 The Corporation shall not, and shall not permit any Group Company to, amend, repeal or modify any provision in any Organizational Documents of any Group Company relating to the exculpation, indemnification or advancement of expenses of any Persons who at any time prior to or at the Closing are or were officers, directors or employees (or their equivalent) of any Group Company (each, a “D&O Indemnified Person”) with respect to acts or omissions existing or occurring at or prior to the Closing (unless and to the extent required by Law), it being the intent of the parties that all such officers, directors and employees of each Group Company shall be entitled to exculpation, indemnification and advancement of expenses to the fullest extent permitted by applicable Law and that no change, modification or amendment of such documents or arrangements may be made that will adversely affect any such Person’s right thereto without the prior written consent of that Person. 8.8.2. In addition to the other rights provided for in this Section 8.8 and not in limitation thereof, from and after the Closing, Buyer shall and shall cause each Group Company (each, a “D&O Indemnifying Party”) toindemnify, to the fullest extent permitted by applicable Law and are required by the terms of the Group Companies’ Organizational Documents in effect law as of the date hereofit presently exists or may hereafter be amended, (i) indemnify and hold harmless (and exculpate and release from any liability person who was or is a party or is threatened to Buyer or any Group Company) the D&O Indemnified Persons against all D&O Expenses and all losses, claims, damages, judgments, fines, penalties and amounts paid in settlement (“D&O Losses”) in respect of be made a party to any threatened, pending or completed Actionaction, suit or proceeding, whether civil, criminal, civil, administrative or investigative, based on investigative (other than an action by or arising out or relating to in the right of the Corporation) by reason of the fact that such Person he or she is or was a Director, officer, director 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 expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him or her in connection with such action, suit or proceeding if he or she acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful. The termination of any Group Company action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he or she reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that his or her conduct was unlawful. 7.2 The Corporation shall indemnify, to the fullest extent permitted by applicable law as it presently exists or may hereafter be amended, any person who was or is a party, or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the Corporation to procure a judgment in its favor by reason of the fact that he or she 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 expenses (including attorneys’ fees) actually and reasonably incurred by him or her in connection with the defense or settlement of such action or suit if he or she acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the Corporation and except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the Corporation unless and only to the extent that the Court of Chancery or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery or such other court shall deem proper. 7.3 To the extent that a Director, officer, employee or agent of the Corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in Sections 7.1 or 7.2 of this Article, or in defense of any claim, issue or matter therein, he or she shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by him or her in connection therewith. 7.4 Any indemnification under Sections 7.1 or 7.2 of this Article (unless ordered by a court) shall be made by the Corporation only as authorized in the specific case upon a determination that indemnification of the director, officer, employee or agent is proper in the circumstances because he or she has met the applicable standard of conduct set forth in such section. Such determination shall be made: (a) By the Board of Directors by a majority vote of a quorum consisting of directors who were not parties to such action, suit or proceeding, or (b) If such a quorum is not obtainable, or, even if obtainable a quorum of disinterested directors so directs, by independent legal counsel in a written opinion. 7.5 Expenses (including attorneys’ fees) incurred by an officer or Director in defending any civil, criminal, administrative or investigative 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 such Director or officer to repay such amount if it shall ultimately be determined that he or she is not entitled to be indemnified by the Corporation as authorized in this Section. Such expenses (including attorneys’ fees) incurred by other employees and agents shall be so paid upon such terms and conditions, if any, as the Corporation deems appropriate. 7.6 The indemnification and advancement of expenses provided by, or granted pursuant to the other sections of this Article shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under any bylaw, agreement, vote of stockholders or disinterested directors or otherwise, both as to action in his official capacity and as to action in another capacity while holding such office. A right to indemnification or to advancement of expenses arising under a provision of this Article shall not be eliminated or impaired by an amendment to these Bylaws after the occurrence of the act or omission that is the subject of the civil, criminal, administrative or investigative action, suit or proceeding for which indemnification or advancement of expenses is sought. 7.7 The Corporation shall have power to purchase and maintain insurance on behalf of 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 liability asserted against him or her and incurred by him or her in any such capacity, or arising out of his or relating her status as such, whether or not the Corporation would have the power to indemnify him or her against such liability under the provisions of this Article. 7.8 For purposes of this Article, references to “the Corporation” shall include, in addition to the resulting Corporation, any constituent Corporation (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify its directors, officers, and employees or agents, so that any person who is or was a director, officer employee or agent of such constituent Corporation, or is or was serving at the request of such constituent Corporation as a director, officer, employee or agent of another Corporation, partnership, joint venture, trust or other enterprise, shall stand in the same position under this Article with respect to the resulting or surviving Corporation as he or she would have with respect to such constituent Corporation of its separate existence had continued. 7.9 For purposes of this Article, references to “other enterprises” shall include employee benefit plans; references to “fines” shall include any excise taxes assessed on a person with respect to any employee benefit plan; and references to “serving at the request of the Corporation” shall include any service as a director, officer, employee or agent of the Corporation which imposes duties on, or involves services by, such director, officer, employee, or agent with respect to an employee benefit plan, its participants or beneficiaries; and a person who acted in good faith and in a manner he or she reasonably believed to be in the interest of the participants and beneficiaries of an employee benefit plan shall be deemed to have acted in a manner “not opposed to the best interests of the Corporation” as referred to in this Article. 7.10 The indemnification and advancement of expenses provided by, or granted pursuant to, this Article shall, unless otherwise provided when authorized or ratified, continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such a person. 7.11 No director or officer of the Corporation shall be personally liable to the Corporation or to any stockholder of the Corporation for monetary damages for breach of fiduciary duty as a director or officer, provided that this provision shall not limit the liability of a director or officer (i) for any breach of the director’s or the officer’s duty of loyalty to the Corporation or its stockholders, (ii) for acts or omissions occurring not in good faith or existing at which involve intentional misconduct or prior to a knowing violation of law, (iii) under Section 174 of the Closing General Corporation Law of Delaware, or (including in respect of acts iv) for any transaction from which the director or omissions in connection with this Agreement and the Contemplated Transactions) (a “D&O Indemnifiable Claim”) and (ii) advance, unconditionally and interest-free, to such D&O Indemnified Persons all D&O Expenses incurred in connection with any D&O Indemnifiable Claim (including in circumstances where the D&O Indemnifying Party is otherwise entitled to assume the defense of such claim and has assumed such defense) promptly after receipt of statements therefor; provided, however, that, to the extent required by applicable Laws that cannot be waived, the Person to whom D&O Expenses are to be advanced provides officer derived an unsecured undertaking to repay such advances to the extent it is ultimately and finally determined by a court of competent jurisdiction that suchimproper personal benefit.

Indemnification of Directors and Officers. 8.8.1(a) For a period beginning at the Effective Time and ending on the sixth (6th) anniversary of the Effective Time, Parent and the Surviving Corporation shall, jointly and severally, indemnify and hold harmless all past and present directors and officers of the Company or any Company Subsidiary to the fullest extent permitted by Law, arising out of acts or omissions in their capacity as directors or officers of the Company or any Company Subsidiary occurring at or prior to the Effective Time. Parent and the Surviving Corporation shall, jointly and severally, advance reasonable expenses in a timely fashion (including reasonable legal fees and expenses) incurred in the defense of any claim, action, suit, proceeding or investigation with respect to the matters subject to indemnification pursuant to this Section 5.12(a); provided, however, that the director or officer to whom expenses are advanced undertakes to repay such advanced expenses to Parent and the Surviving Corporation if it is ultimately determined that such director or officer is not entitled to indemnification pursuant to this Section 5.12(a). Notwithstanding anything herein to the contrary, if any claim, action, suit, proceeding or investigation (whether arising before, at or after the Effective Time) is made against such persons with respect to matters subject to indemnification or expense advancement hereunder on or prior to the sixth (6th) anniversary of the Effective Time, the provisions of this Section 5.12(a) shall continue in effect until the final disposition of such claim, action, suit, proceeding or investigation. Any Person wishing to claim indemnification under this Section 5.12(a), upon learning of any such claim, shall promptly notify Parent thereof, but the failure to so notify Parent shall not relieve Parent or the Surviving Corporation of any liability it may have to such Person except to the extent such failure materially prejudiced the indemnifying party. Parent and the Surviving Corporation shall not be liable for any settlement or compromise effected without their prior written consent, which shall not be unreasonably conditioned, withheld or delayed. (b) For not less than six (6) years from and after the Effective Time, the certificate of incorporation and bylaws of the Surviving Corporation shall contain provisions no less favorable with respect to exculpation, indemnification and advancement of expenses of directors and officers of the Company for periods at or prior to the Effective Time than are currently set forth in the Company’s certificate of incorporation and bylaws. The indemnification agreements, if any, in existence on the date of this Agreement with any of the directors or officers of the Company or any Company Subsidiary and set forth in Section 3.14 of the Company Disclosure Schedule shall be assumed by the Surviving Corporation, without any further action, and shall continue in full force and effect in accordance with their terms following the Effective Time. (c) For the benefit of the Company’s directors and officers, the Company shall be permitted, prior to the Effective Time, to obtain and fully pay the premium for a “tail” insurance policy that provides coverage for a period of six (6) years after the Closing, Buyer shall not, and shall not permit any Group Company to, amend, repeal or modify any provision in any Organizational Documents of any Group Company relating to the exculpation, indemnification or advancement of expenses of any Persons who at any time prior to or at the Closing are or were officers, directors or employees (or their equivalent) of any Group Company (each, a “D&O Indemnified Person”) with respect to acts or omissions existing or occurring at or prior to the Closing (unless and to the extent required by Law), it being the intent of the parties that all such officers, directors and employees of each Group Company shall be entitled to exculpation, indemnification and advancement of expenses to the fullest extent permitted by applicable Law and that no change, modification or amendment of such documents or arrangements may be made that will adversely affect any such Person’s right thereto without the prior written consent of that Person. 8.8.2. In addition to the other rights provided for in this Section 8.8 and not in limitation thereof, from and after the Closing, Buyer shall and shall cause each Group Company (each, a “D&O Indemnifying Party”) to, to the fullest extent permitted by applicable Law and are required by the terms of the Group Companies’ Organizational Documents in effect as of the date hereof, (i) indemnify and hold harmless (and exculpate and release from any liability to Buyer or any Group Company) the D&O Indemnified Persons against all D&O Expenses and all losses, claims, damages, judgments, fines, penalties and amounts paid in settlement (“D&O Losses”) in respect of any threatened, pending or completed Action, whether criminal, civil, administrative or investigative, based on or arising out or relating to the fact that such Person is or was a officer, director or employee of any Group Company and arising out of or relating to acts or omissions Effective Time for events occurring or existing at or prior to the Closing Effective Time (including in respect of acts or omissions in connection with this Agreement and the Contemplated Transactions) (a “D&O Indemnifiable ClaimInsurance”) that is substantially equivalent to and in any event not less favorable in the aggregate than the Company’s existing policy (iitrue and complete copies which have been previously provided to Parent) advanceor, unconditionally and interest-freeif substantially equivalent insurance coverage is unavailable, to such D&O Indemnified Persons all D&O Expenses incurred in connection with any D&O Indemnifiable Claim (including in circumstances where the D&O Indemnifying Party is otherwise entitled to assume the defense of such claim and has assumed such defense) promptly after receipt of statements thereforbest available coverage; provided, however, thatthat in each case, the Company shall not pay an annual premium for the D&O Insurance in excess of three hundred percent (300%) of the last annual premium paid prior to the extent required by applicable Laws date of this Agreement. If the Company is unable to purchase such D&O Insurance prior to the Effective Time, the Surviving Corporation shall, and Parent shall cause the Surviving Corporation to, as of the Effective Time, obtain and fully pay the premium for D&O Insurance that canis substantially equivalent to and in any event not less favorable in the aggregate than the Company’s existing policy (true and complete copies which have been previously provided to Parent) or, if substantially equivalent insurance coverage is unavailable, the best available coverage; provided, however, that the Surviving Corporation shall not be waivedrequired to pay an annual premium for the D&O Insurance in excess of three hundred percent (300%) of the last annual premium paid prior to the date of this Agreement, but in such case shall purchase as much coverage as is available for such amount. The Surviving Corporation shall maintain such policies in full force and effect, and continue to honor the obligations thereunder for a period of not less than six (6) years from and after the Effective Time. (d) In the event Parent or the Surviving Corporation (i) consolidates with or merges into any other Person and shall not be the continuing or surviving corporation or entity of such consolidation or merger, or (ii) transfers all or substantially all of its properties and assets to any Person, then proper provision shall be made so that such continuing or surviving corporation or entity or transferee of such assets, as the case may be, shall assume the obligations set forth in this Section 5.12. (e) The obligations under this Section 5.12 shall not be terminated or modified in such a manner as to adversely affect any past or present directors or officers of the Company to whom this Section 5.12 applies without the consent of such affected Person (it being expressly agreed that the persons to whom this Section 5.12 applies are express third party beneficiaries of this Section 5.12). (f) In the event of any breach by the Surviving Corporation or Parent of this Section 5.12, the Person Surviving Corporation or Parent shall, jointly and severally, be obligated to whom D&O Expenses pay all reasonable expenses, including reasonable attorneys’ fees, that may be incurred by any past or present directors or officers of the Company in enforcing the indemnity and other obligations provided in this Section 5.12 as such fees are to be advanced provides an unsecured undertaking to repay incurred upon the written request of such advances to the extent it is ultimately and finally determined by a court of competent jurisdiction that suchperson.

Indemnification of Directors and Officers. 8.8.1. For a period of six (6a) years From and after the ClosingEffective Time, Buyer shall notParent and the Surviving Entity will jointly and severally indemnify, defend and shall not permit any Group Company to, amend, repeal or modify any provision in any Organizational Documents of any Group Company relating to hold harmless the exculpation, indemnification or advancement of expenses of any Persons who at any time prior to or at the Closing are or were officers, directors or employees (or their equivalent) of any Group Company (each, a “D&O Indemnified Person”) with respect to acts or omissions existing or occurring at or prior to the Closing (unless present and to the extent required by Law), it being the intent of the parties that all such former officers, directors and employees of each Group the Company shall be entitled and any of its Subsidiaries, and any Person who is or was serving at the request of the Company as an officer, director or employee or agent of another Person (each, an "Indemnified Party" and together, the "Indemnified Parties") (and will also, subject to exculpationSection 6.10(b), indemnification and advancement of advance expenses as incurred to the fullest extent permitted by applicable Law under the DGCL, provided that the 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), against (i) all losses, costs, expenses, claims, damages, judgments or liabilities arising out of, or in connection with, any claim, action, suit, proceeding or investigation based in whole or in part on the fact that the Indemnified Party is or was an officer, director or employee of the Company or any of its Subsidiaries, or is or was serving at the request of the Company as an officer, director or employee or agent of another Person, pertaining to any matter existing or occurring before or at the Effective Time and that no changewhether asserted or claimed before, modification at or amendment of such documents after, the Effective Time (the "Indemnified Liabilities") and (ii) all Indemnified Liabilities based in whole or arrangements may be made that will adversely affect in part on, or arising in whole or in part out of, or pertaining to this Agreement, the Offer, the Merger or any such Person’s right thereto without the prior written consent of that Person. 8.8.2. In addition to the other rights provided for transactions contemplated hereby or thereby, in this Section 8.8 and not in limitation thereof, from and after the Closing, Buyer shall and shall cause each Group Company (each, a “D&O Indemnifying Party”) to, case to the fullest extent permitted by applicable Law and are required by under the terms DGCL (notwithstanding the charter, bylaws or similar organizational documents of the Group Companies’ Organizational Documents Company, the Surviving Entity or Parent); provided, however, that such indemnification will be provided only to the extent any directors' and officers' liability insurance policy of the Company or its Subsidiaries does not provide coverage and actual payment thereunder with respect to the matters that would otherwise be subject to indemnification hereunder (it being understood that Parent or the Surviving Entity shall, subject to Section 6.10(b), advance expenses on a current basis as provided in this paragraph (a) notwithstanding such insurance coverage to the extent that payments thereunder have not yet been made, in which case Parent or the Surviving Entity, as the case may be, shall be entitled to repayment of such advances from the proceeds of such insurance coverage). Parent and Merger Sub agree that all rights to indemnification, including provisions relating to advances of expenses incurred in defense of any action, suit or proceeding, whether civil, criminal, administrative or investigative (each, a "Claim"), existing in favor of the Indemnified Parties as provided in the Company Charter or Company Bylaws or pursuant to other agreements, or certificates of incorporation or bylaws or similar documents of any Subsidiaries of the Company, as in effect as of the date hereof, (i) indemnify with respect to matters occurring through the Effective Time, will survive the Merger and hold harmless (will continue in full force and exculpate effect. The Surviving Entity shall, and release from any Parent shall cause the Surviving Entity to, maintain in effect for not less than three years after the Effective Time the current policies of directors' and officers' liability to Buyer or any Group Company) insurance maintained by the D&O Indemnified Persons against all D&O Expenses and all losses, claims, damages, judgments, fines, penalties and amounts paid in settlement (“D&O Losses”) in respect of any threatened, pending or completed Action, whether criminal, civil, administrative or investigative, based on or arising out or relating to the fact that such Person is or was a officer, director or employee of any Group Company and arising out of or relating the Company's Subsidiaries with respect to acts or omissions matters occurring or existing at or prior to or at the Closing (including in respect of acts or omissions in connection with this Agreement and the Contemplated Transactions) (a “D&O Indemnifiable Claim”) and (ii) advance, unconditionally and interest-free, to such D&O Indemnified Persons all D&O Expenses incurred in connection with any D&O Indemnifiable Claim (including in circumstances where the D&O Indemnifying Party is otherwise entitled to assume the defense of such claim and has assumed such defense) promptly after receipt of statements thereforEffective Time; provided, however, thatthat (i) the Surviving Entity may substitute therefor policies of at least the same coverage containing terms and conditions which are no less advantageous to the Indemnified Parties with an insurance company or companies, the claims paying ability of which is substantially equivalent to the claims paying ability of the insurance company or companies providing currently such insurance coverage for directors and officers of the Company, and (ii) the Surviving Entity shall not be required to pay an annual premium for such insurance in excess of three times the last annual premium paid prior to the date hereof, but in such case shall purchase as much coverage as possible for such amount. (b) If any Claim relating hereto or to the transactions contemplated by this Agreement is commenced before the Effective Time, the Company, Parent and the Surviving Entity agree to cooperate and use their respective reasonable efforts to vigorously defend against and respond thereto. Any Indemnified Party wishing to claim indemnification under paragraph (a) of this Section 6.10, upon learning of any such claim, action, suit, proceeding or investigation (whether arising before, at or after the Effective Time), will promptly notify Parent thereof (but the failure so to notify will not relieve the Company, Parent or the Surviving Entity from any liability which it may have under this Section 6.10 except to the extent required by applicable Laws that cansuch failure materially prejudices such party), whereupon Parent or the Surviving Entity will have the right, from and after the Effective Time, to assume from such Indemnified Party and control the defense thereof on behalf of such Indemnified Party, and upon such assumption, the Surviving Entity will not be waivedliable to such Indemnified Parties for any legal expenses of other counsel or any other expenses subsequently incurred by such Indemnified Parties in connection with the defense thereof. Notwithstanding the foregoing, if counsel for the Indemnified Parties advises that there are issues which raise conflicts of interest between Parent or the Surviving Entity and the Indemnified Parties, the Person to whom D&O Expenses are Indemnified Parties may retain separate counsel and Parent will pay or cause to be advanced provides an unsecured undertaking paid all reasonable fees and expenses of such counsel; provided that Parent will not be obligated pursuant to repay such advances this Section 6.10(b) to pay or cause to be paid for more than one firm or counsel to represent all Indemnified Parties in any jurisdiction unless there is, under applicable standards of professional conduct, a conflict on any significant issue between the extent it positions of any two or more Indemnified Parties. Neither Parent nor the Surviving Entity will be liable for any settlement effected without its prior written consent, which consent, however, will not be unreasonably withheld or delayed. (c) This Section 6.10 is ultimately intended to benefit the Indemnified Parties and finally determined will be enforceable by a court each Indemnified Party, his or her heirs and representatives and will be binding on all successors and assigns of competent jurisdiction that suchParent, Merger Sub and the Surviving Entity.

Indemnification of Directors and Officers. 8.8.1(a) The certificate of incorporation and bylaws of the Surviving Corporation and the comparable organizational or governing documents of its Subsidiaries shall contain provisions no less favorable with respect to indemnification, advancement of expenses and exculpation of former or present directors, officers, employees and agents than are set forth in the Company Certificate and the Company Bylaws (or the equivalent organizational or governing documents of the relevant Company Subsidiary, as applicable) as in effect on the date hereof, which provisions shall not be amended, repealed or otherwise modified for a period of six (6) years from the Effective Time in any manner that would adversely affect the rights thereunder of any such Persons, unless such modification is required by Law; provided, however, that in the event any claim is asserted against any Person entitled to the protections of such provisions within such six (6) year period, such provisions shall not be modified with respect to such Person until the final disposition of any such claim. (b) From and after the Effective Time, Parent shall and shall cause the Surviving Corporation to, indemnify and hold harmless, to the fullest extent permitted under applicable Law, and, without limiting the foregoing, as required pursuant to any indemnity agreements of the Company or any Company Subsidiary, each present and former director, officer, employee and agent of the Company and each Company Subsidiary (collectively, the “Indemnified Parties”) against any costs or expenses (including attorneys’ fees and expenses), judgments, inquiries, fines, losses, claims, settlements, damages or liabilities incurred in connection with any actual or threatened claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of or pertaining to (i) the fact that the Indemnified Party is or was an officer, director, employee, fiduciary or agent of the Company or any Company Subsidiary and (ii) any and all matters pending, existing or occurring at or prior to the Effective Time (including this Agreement, the Offer, the Merger and the other transactions contemplated hereby), whether asserted or claimed prior to, at or after the Effective Time. Parent or the Surviving Corporation shall advance expenses (including reasonable legal fees and expenses) incurred in the defense of any Action with respect to matters subject to indemnification pursuant to this Section 6.8 in accordance with the procedures set forth in the Company Certificate, the Company Bylaws, the certificate of incorporation and bylaws, or equivalent organizational or governing documents, of each Company Subsidiary, and indemnification agreements, if any, in existence on the date of this Agreement. (c) For a period of six (6) years after the Closing, Buyer shall not, and shall not permit any Group Company to, amend, repeal or modify any provision in any Organizational Documents of any Group Company relating to the exculpation, indemnification or advancement of expenses of any Persons who at any time prior to or at the Closing are or were officers, directors or employees (or their equivalent) of any Group Company (each, a “D&O Indemnified Person”) with respect to acts or omissions existing or occurring at or prior to the Closing (unless and to the extent required by Law), it being the intent of the parties that all such officers, directors and employees of each Group Company shall be entitled to exculpation, indemnification and advancement of expenses to the fullest extent permitted by applicable Law and that no change, modification or amendment of such documents or arrangements may be made that will adversely affect any such Person’s right thereto without the prior written consent of that Person. 8.8.2. In addition to the other rights provided for in this Section 8.8 and not in limitation thereof, from and after the ClosingEffective Time, Buyer shall and the Surviving Corporation shall cause each Group to be maintained in effect the current policies of directors’ and officers’ liability insurance maintained by the Company and the Company Subsidiaries (each, the “D&O Insurance”) or provide substitute policies or purchase a “D&O Indemnifying Party”) totail policy,” in all cases, of at least the same coverage and amounts containing terms and conditions and from carriers with comparable credit ratings which are no less advantageous to the fullest extent permitted by applicable Law and are insureds with respect to claims arising from facts or events, actions or omissions on or before the Effective Time, except that in no event shall the Surviving Corporation be required by the terms of the Group Companies’ Organizational Documents in effect as of the date hereof, (i) indemnify and hold harmless (and exculpate and release from any liability to Buyer or any Group Company) pay with respect to the D&O Indemnified Persons against all D&O Expenses and all losses, claims, damages, judgments, fines, penalties and amounts paid in settlement (“D&O Losses”) Insurance in respect of any threatened, pending or completed Action, whether criminal, civil, administrative or investigative, based on or arising out or relating to one policy year more than two hundred percent (200%) of the fact that such Person is or was a officer, director or employee of any Group Company and arising out of or relating to acts or omissions occurring or existing at or last annual premium paid prior to the Closing date of this Agreement (including which amount is set forth in Section 6.8(c) of the Company Disclosure Schedule) (the “Maximum Amount”), and if the Surviving Corporation is unable to obtain the insurance required by this Section 6.8 it shall obtain as much comparable insurance as possible for the years within such six-year period for an annual premium equal to the Maximum Amount, in respect of acts each policy year within such period. The Company may in lieu of the foregoing insurance coverage, following consultation with Parent, purchase, prior to the Effective Time, a six-year prepaid “tail policy” on terms and conditions (in both amount and scope) providing substantially equivalent benefits, and from a carrier or omissions in connection carriers with this Agreement comparable credit ratings, as the current D&O Insurance with respect to matters arising on or before the Effective Time, covering, without limitation, the transactions contemplated hereby. (d) If Parent or the Surviving Corporation or any of their respective successors or assigns shall (i) consolidate with or merge into any other Person and shall not be the Contemplated Transactions) (a “D&O Indemnifiable Claim”) and continuing or surviving corporation or entity of such consolidation or merger or (ii) advancetransfer all or substantially all of its properties and assets to any Person, unconditionally then, in each such case, proper provisions shall be made so that the successors and interest-free, to such D&O Indemnified Persons all D&O Expenses incurred in connection with any D&O Indemnifiable Claim assigns of Parent or the Surviving Corporation (including in circumstances where the D&O Indemnifying Party is otherwise entitled to assume the defense or acquirer of such claim assets), as the case may be, shall assume all of the obligations of Parent and has assumed the Surviving Corporation set forth in this Section 6.8. (e) The rights of each Indemnified Party under this Section 6.8 shall be in addition to any right such defense) promptly after receipt of statements therefor; provided, however, that, to Person might have under the extent required by applicable Laws that cannot be waivedCompany Certificate and the Company Bylaws, the Person to whom D&O Expenses Certificate of Incorporation and the Bylaws of the Surviving Corporation or any comparable organizational or governing documents of their respective Subsidiaries, or under any agreement of any Indemnified Party with the Company, the Surviving Corporation or any of their respective Subsidiaries. The provisions of this Section 6.8 shall survive the consummation of the Merger and are intended to be advanced provides an unsecured undertaking to repay such advances to for the extent it is ultimately benefit of, and finally determined by a court shall be enforceable by, each of competent jurisdiction that suchthe Indemnified Parties and their respective heirs and representatives.

Indemnification of Directors and Officers. 8.8.1. For (a) Buyer agrees to cause the Surviving Corporation to ensure, and the Surviving Corporation immediately following the Closing shall ensure, that all rights to indemnification now existing in favor of any individual who, at or prior to the Effective Time, was a director, officer, employee or agent of the Company or the Subsidiaries or who, at the request of the Company or the Subsidiaries, served as a director, officer, member, trustee or fiduciary of another corporation, partnership, joint venture, trust, pension or other employee benefit plan or Person (collectively, with such individual’s heirs, executors or administrators, the “Indemnified Persons”) as provided in the Company’s or the Subsidiaries’ Charter Documents, shall survive the Merger and shall continue in full force and effect for a period of not less than six (6) years from the Effective Time and the provisions with respect to indemnification and limitations on liability set forth in such Charter Documents shall not be amended, repealed or otherwise modified in any manner that would adversely affect the Indemnified Persons without the prior written consent of the Indemnified Persons; provided, that in the event any claim or claims are asserted or made within such six (6) year period, all rights to indemnification in respect of any such claim or claims shall continue until final disposition of any and all such claims. Neither Buyer nor the Surviving Corporation shall settle, compromise or consent to the entry of judgment in any action or investigation or threatened action or investigation without the written consent of such Indemnified Person. (b) Prior to the Effective Time, the Company will purchase a “tail” policy to the current policy of directors’ and officers’ liability insurance maintained by the Company and the Subsidiaries, which tail policy shall be effective for a period from the Closing through and including the date six (6) years after the Closing, Buyer shall not, and shall not permit any Group Company to, amend, repeal or modify any provision in any Organizational Documents of any Group Company relating to the exculpation, indemnification or advancement of expenses of any Persons who at any time prior to or at the Closing are or were officers, directors or employees (or their equivalent) of any Group Company (each, a “D&O Indemnified Person”) Date with respect to acts claims arising from facts or omissions existing events that occurred on or occurring at or prior to before the Closing (unless Closing, and to which tail policy shall contain substantially the extent required same coverage and amounts as, and contain terms and conditions no less advantageous than, in the aggregate, the coverage currently provided by Law), it being the intent of the parties that all such officers, directors and employees of each Group Company shall be entitled to exculpation, indemnification and advancement of expenses to the fullest extent permitted by applicable Law and that no change, modification or amendment of such documents or arrangements may be made that will adversely affect any such Person’s right thereto without the prior written consent of that Personcurrent policy. 8.8.2. In addition to (c) Notwithstanding any other provisions hereof, the other rights provided for obligations of Buyer and the Surviving Corporation contained in this Section 8.8 5.2 shall be binding upon the successors and not in limitation thereofassigns of Buyer and the Surviving Corporation. In the event Buyer or the Surviving Corporation, from and after the Closing, Buyer shall and shall cause each Group Company (each, a “D&O Indemnifying Party”) to, to the fullest extent permitted by applicable Law and are required by the terms or any of the Group Companies’ Organizational Documents in effect as of the date hereoftheir respective successors or assigns, (i) indemnify and hold harmless (and exculpate and release from consolidates with or merges into any liability to Buyer other Person or any Group Company) the D&O Indemnified Persons against all D&O Expenses and all losses, claims, damages, judgments, fines, penalties and amounts paid in settlement (“D&O Losses”) in respect of any threatened, pending or completed Action, whether criminal, civil, administrative or investigative, based on or arising out or relating to the fact that such Person is or was a officer, director or employee of any Group Company and arising out of or relating to acts or omissions occurring or existing at or prior to the Closing (including in respect of acts or omissions in connection with this Agreement and the Contemplated Transactions) (a “D&O Indemnifiable Claim”) and (ii) advancetransfers all or substantially all of its properties or assets to any Person, unconditionally then, in each case, proper provision shall be made so that the successors and interest-freeassigns of Buyer or the Surviving Corporation, to such D&O Indemnified Persons all D&O Expenses incurred as the case may be, honor the indemnification and other obligations set forth in connection with any D&O Indemnifiable Claim this Section 5.2. (including in circumstances where d) The obligations of Buyer and the D&O Indemnifying Party is otherwise entitled to assume Surviving Corporation under this Section 5.2 shall survive the defense of such claim Closing and has assumed such defense) promptly after receipt of statements therefor; provided, however, that, to the extent required by applicable Laws that canshall not be waived, the terminated or modified in such a manner as to affect adversely any Indemnified Person to whom D&O Expenses are this Section 5.2 applies without the consent of such affected Indemnified Person (it being expressly agreed that the Indemnified Persons to whom this Section 5.2 applies shall be advanced provides an unsecured undertaking to repay such advances to third-party beneficiaries of this Section 5.2, each of whom may enforce the extent it is ultimately and finally determined by a court provisions of competent jurisdiction that suchthis Section 5.2).

Indemnification of Directors and Officers. 8.8.1SECTION 1. For a period of six (6) years after the Closing, Buyer The Corporation shall not, indemnify and shall not permit any Group Company to, amend, repeal or modify any provision in any Organizational Documents of any Group Company relating to the exculpation, indemnification or advancement of expenses of any Persons who at any time prior to or at the Closing are or were officers, directors or employees (or their equivalent) of any Group Company (each, a “D&O Indemnified Person”) with respect to acts or omissions existing or occurring at or prior to the Closing (unless and to the extent required by Law), it being the intent of the parties that all such officers, directors and employees of each Group Company shall be entitled to exculpation, indemnification and advancement of expenses to the fullest extent permitted by applicable Law and that no change, modification or amendment of such documents or arrangements may be made that will adversely affect any such Person’s right thereto without the prior written consent of that Person. 8.8.2. In addition to the other rights provided for in this Section 8.8 and not in limitation thereof, from and after the Closing, Buyer shall and shall cause each Group Company (each, a “D&O Indemnifying Party”) tohold harmless, to the fullest extent permitted by applicable Law and are required by law as it presently exists or may hereafter be amended (but, in the terms case of any such amendment, only to the Group Companies’ Organizational Documents in effect as of extent that such amendment permits the date hereofCorporation to provide broader indemnification rights than said law permitted the Corporation to provide prior to such amendment), any person (i) indemnify and hold harmless (and exculpate and release from any liability to Buyer or any Group Company) the D&O Indemnified Persons against all D&O Expenses and all losses, claims, damages, judgments, fines, penalties and amounts paid in settlement (a “D&O LossesCovered Person”) in respect of who was or is a party or is threatened to be made a party to, or is otherwise involved in, any threatened, pending or completed Actionaction, suit or proceeding, whether civil, criminal, civil, administrative or investigativeinvestigative in nature (a “proceeding”), based on or arising out or relating to by reason of the fact that such Covered Person, or a person for whom he or she is the legal representative, is or was, at any time during which these Bylaws are in effect or any time prior thereto (whether or not such Covered Person continues to serve in such capacity at the time any indemnification or payment of expenses pursuant hereto is sought or at the time any proceeding relating thereto exists or is brought), a director or officer of the Corporation (including, for the purposes of this Article XIII, any predecessor of the Corporation absorbed by the Corporation in a consolidation, merger or reorganization), or has or had agreed to become a director or officer of the Corporation, or while a director or officer of the Corporation is or was serving at the request of the Corporation as a director, officer, director trustee, employee or agent of another corporation, limited liability company, partnership, joint venture, employee benefit plan, trust, nonprofit entity or other enterprise, whether the basis of such proceeding is alleged action in an official capacity as a director, officer, trustee, employee or agent or in any Group Company other capacity while serving as a director, officer, trustee, employee or agent, against all liability and arising out of loss suffered (including, without limitation, any judgments, fines, ERISA excise taxes or relating to acts or omissions occurring or existing at or prior to the Closing penalties and amounts paid in settlement) and expenses (including in respect of acts or omissions attorneys’ fees and disbursements), actually and reasonably incurred by such Covered Person in connection with this Agreement such proceeding to the fullest extent permitted by law, and such indemnification shall continue as to a person who has ceased to be a director, officer, trustee, employee or agent and shall inure to the benefit of such person’s heirs, executors and administrators, and the Contemplated TransactionsCorporation may enter into agreements with any such person for the purpose of providing for such indemnification. For purposes of this Article XIII, a director or officer of the Corporation serving as a director, officer, trustee, employee or agent or in any other capacity (a) (at a “D&O Indemnifiable Claim”) and company of which the Corporation owns, directly or indirectly, a majority of the shares or other interests entitled to vote in the election of its directors or the members of a comparable governing body or (ii) advanceat an employee benefit plan of the Corporation or of any such company described in clause (a) shall be deemed to have served in such capacity at the request of the Corporation. Except as otherwise provided in this Article XIII, unconditionally and interest-freeother than proceedings to enforce rights conferred by the Certificate of Incorporation or this Article XIII, the Corporation shall be required to such D&O Indemnified Persons all D&O Expenses incurred indemnify a person in connection with any D&O Indemnifiable Claim a proceeding (or part thereof) initiated by such person only if the proceeding (or part thereof) was authorized by the Board of Directors. The right to indemnification conferred in this Article XIII shall include the right to be paid by the Corporation the expenses (including attorneys’ fees) incurred by a Covered Person in circumstances where defending any such proceeding in advance of its final disposition, such advances to be paid by the D&O Indemnifying Party is otherwise entitled Corporation within sixty (60) days after the receipt by the Corporation of a statement or statements from the claimant requesting such advance or advances from time to assume time (and subject to filing a written request for indemnification pursuant to the defense following paragraph of such claim and has assumed such defense) promptly after receipt Section 1 of statements thereforthis Article XIII); provided, however, thatthat the payment of such expenses incurred by a director or officer (or a former director or officer) in such person’s capacity as a director or officer (and not in any other capacity in which service was or is rendered by such person while a director or officer, including, without limitation, service to an employee benefit plan) shall be made only upon receipt of an undertaking by or on behalf of the Covered Person to repay all amounts advanced if it shall ultimately be determined by final judicial decision from which there is no further right of appeal that the Covered Person is not entitled to be indemnified by the Corporation for such expenses under this Article XIII or otherwise. The rights conferred upon Covered Persons in this Article XIII shall be contract rights that vest at the time of such person’s service to or at the request of the Corporation and such rights shall continue as to a Covered Person who has ceased to be a director, officer, trustee, employee or agent and shall inure to the benefit of the indemnitee’s heirs, executors and administrators. To obtain advancement or indemnification under this Article XIII, a claimant shall submit to the Corporation a written request, including therein or therewith such documentation and information as is reasonably available to the claimant and is reasonably necessary to determine whether and to what extent the claimant is entitled to advancement or indemnification. Upon written request by a claimant for indemnification pursuant to the immediately preceding sentence, a determination, if required by applicable Laws that cannot law, with respect to the claimant’s entitlement thereto shall be waivedmade as follows: (1) if requested by the claimant, by Independent Counsel (as hereinafter defined), or (2) if no request is made by the claimant for a determination by Independent Counsel, (i) by a majority vote of the Disinterested Directors (as hereinafter defined) even though less than a quorum, (ii) by a committee of Disinterested Directors designated by a majority of such directors, even though less than a quorum, or (iii) if there are no Disinterested Directors, or if such Disinterested Directors so direct, by Independent Counsel in a written opinion to the Board of Directors, a copy of which shall be delivered to the claimant, or (iv) by the stockholders of the Corporation. In the event the determination of entitlement to indemnification is to be made by Independent Counsel at the request of the claimant, the Person to whom D&O Expenses are to Independent Counsel shall be advanced provides an unsecured undertaking to repay such advances selected by the Board of Directors unless there shall have occurred within two (2) years prior to the extent date of the commencement of the action, suit or proceeding for which indemnification is claimed a “Change of Control” (as defined below), in which case the Independent Counsel shall be selected by the claimant unless the claimant shall request that such selection be made by the Board of Directors. If it is ultimately and finally so determined by a court of competent jurisdiction that the claimant is entitled to indemnification, payment to the claimant shall be made within sixty (60) days after such

Indemnification of Directors and Officers. 8.8.1. For (a) Buyer shall cause the Company to maintain in effect in its certificate of incorporation and bylaws (or similar governing documents) for a period of six (6) years after the Closing, Buyer shall notthe current provisions regarding elimination of Liability of directors and indemnification, and shall not permit any Group Company to, amend, repeal or modify any provision in any Organizational Documents of any Group Company relating to the exculpation, indemnification or advancement of expenses of any Persons who at any time prior to or at the Closing are or were officers, directors or employees (or their equivalent) of any Group Company (each, a “D&O Indemnified Person”) with respect to acts or omissions existing or occurring at or conduct prior to the Closing Closing, of former officers and directors and employees contained in the certificate of incorporation and bylaws of the Company (a) unless and the provisions are amended, repealed or modified as required by applicable Law or (b) unless the provisions are amended, repealed or modified in connection with a restructuring in which the governing documents of the successor to the extent required by Law)Company includes substantially equivalent exculpation or indemnification provisions with respect to such acts or conduct for the benefit of such Persons, it being the intent of the parties that all such the officers, directors and employees of each Group the Company prior to the Closing shall continue to be entitled for such 6-year period to exculpation, exculpation and indemnification and advancement of expenses under such provisions with respect to acts or conduct prior to the Closing to the fullest extent permitted by under applicable Law and that no changeLaw. If the Company is unable to financially satisfy the foregoing indemnification obligations, modification Buyer shall or amendment shall cause one of its Subsidiaries to satisfy such documents or arrangements may be made that will adversely affect any such Person’s right thereto without the prior written consent of that Personobligations. 8.8.2. In addition (b) Notwithstanding any time limit herein to the other rights provided for in this Section 8.8 and not in limitation thereofcontrary, from and if any claim, action, proceeding or investigation (whether arising before, at or after the Closing, Buyer shall and shall cause each Group Company (each, a “D&O Indemnifying Party”) to, to the fullest extent permitted by applicable Law and are required by the terms of the Group Companies’ Organizational Documents in effect as of the date hereof, (i) indemnify and hold harmless (and exculpate and release from is made against any liability to Buyer or any Group Company) the D&O Indemnified Persons against all D&O Expenses and all losses, claims, damages, judgments, fines, penalties and amounts paid in settlement (“D&O Losses”) in respect of any threatened, pending or completed Action, whether criminal, civil, administrative or investigative, based Person on or arising out or relating to the fact that such Person is or was a officer, director or employee of any Group Company and arising out of or relating to acts or omissions occurring or existing at or prior to the Closing sixth anniversary of the Closing, the provisions of this Section 6.7 (including without regard to any such time limit) shall continue in respect effect until the final disposition of acts such claim, action, proceeding or omissions in connection investigation. (c) In the event that Buyer or the Company or any of their respective successors or assigns (i) consolidates with this Agreement or merges into any other Person and shall not be the Contemplated Transactions) (a “D&O Indemnifiable Claim”) and continuing or surviving corporation or entity of such consolidation or merger or (ii) advancetransfers or conveys all or substantially all of its properties and assets to any Person, unconditionally then, and interest-freein each such case, Buyer and the Company shall cause the successors or assigns of Buyer or the Company, as the case may be, to such succeed to the obligations set forth in this Section 6.7. (d) This Section 6.7 shall survive the Closing, is intended to benefit the Company and the present and former officers, directors or employees of the Company as of the Closing (the “D&O Indemnified Persons Persons”), shall be binding on all D&O Expenses incurred in connection with any D&O Indemnifiable Claim (including in circumstances where successors and assigns of the Company and shall be enforceable by the D&O Indemnifying Party is otherwise entitled to assume the defense of such claim and has assumed such defense) promptly after receipt of statements therefor; provided, however, that, to the extent required by applicable Laws that cannot be waived, the Person to whom D&O Expenses are to be advanced provides an unsecured undertaking to repay such advances to the extent it is ultimately and finally determined by a court of competent jurisdiction that suchIndemnified Persons.

Indemnification of Directors and Officers. 8.8.1. For (a) From and after the Effective Time and for a period of six (6) seven years after the Closingthereafter, Buyer Acquiror shall notindemnify, defend and shall not permit any Group Company tohold harmless each person who is now, amend, repeal or modify any provision in any Organizational Documents of any Group Company relating to the exculpation, indemnification or advancement of expenses of any Persons who has been at any time prior to the date hereof or at who becomes prior to the Closing Effective Time, an officer or director of the Company or the Subsidiary (the "Indemnified Parties") against all losses, claims, damages, costs, expenses (including attorneys, fees and expenses), liabilities or judgments or amounts that are paid in settlement of or were officersin connection with any threatened or actual claim, directors action, suit, proceeding or employees (investigation based in whole or their equivalent) in part on or arising in whole or in part out of the fact that such person is or was a director or officer of the Company or the Subsidiary, whether pertaining to any Group Company (each, a “D&O Indemnified Person”) with respect to acts or omissions matter existing or occurring at or prior to the Closing Effective Time and whether asserted or claimed prior to, or at or after, the Effective Time (unless and to the extent required by Law"Indemnified Liabilities"), it being including, without limitation, all Indemnified Liabilities based in whole or in part on, or arising in whole or in part out of, or pertaining to this Agreement or the intent of the parties that all such officerstransactions contemplated hereby, directors and employees of in each Group Company shall be entitled to exculpation, indemnification and advancement of expenses case to the fullest extent a corporation is permitted by under applicable Law and that no changelaw to indemnify its own directors or officers, modification or amendment of such documents or arrangements as the case may be made that will adversely affect any such Person’s right thereto without the prior written consent of that Person. 8.8.2. In addition to the other rights provided for in this Section 8.8 and not in limitation thereof, from and after the Closing, Buyer shall and shall cause each Group Company (each, a “D&O Indemnifying Party”) to, to the fullest extent permitted by applicable Law and are required by the terms of the Group Companies’ Organizational Documents in effect as of the date hereof, (i) indemnify and hold harmless (and exculpate and release from any liability to Buyer or any Group Company) the D&O Indemnified Persons against all D&O Expenses and all losses, claims, damages, judgments, fines, penalties and amounts paid in settlement (“D&O Losses”) in respect of any threatened, pending or completed Action, whether criminal, civil, administrative or investigative, based on or arising out or relating to the fact that such Person is or was a officer, director or employee of any Group Company and arising out of or relating to acts or omissions occurring or existing at or prior to the Closing (including in respect of acts or omissions in connection with this Agreement and the Contemplated Transactions) (a “D&O Indemnifiable Claim”) and (ii) advance, unconditionally and interest-free, to such D&O Indemnified Persons all D&O Expenses incurred in connection with any D&O Indemnifiable Claim (including in circumstances where the D&O Indemnifying Party is otherwise entitled to assume the defense of such claim and has assumed such defense) promptly after receipt of statements thereforbe; provided, however, thatthat all right to indemnification in respect of any claim asserted or made within such period shall continue until the disposition of such claim. In the event of an Indemnified Liability, (i) Acquiror shall pay the reasonable fees and expenses of counsel selected by the Indemnified Parties, which counsel shall be reasonably satisfactory to Acquiror, promptly after statements therefor are received and otherwise advance to such Indemnified Party upon request reimbursement of documented expenses reasonably incurred, in either case to the extent not prohibited by applicable law and upon receipt of any affirmation and undertaking required by applicable Laws law, (ii) Acquiror will cooperate in the defense of any such matter and (iii) any determination required to be made with respect to whether an Indemnified Party's conduct complies with the standards set forth under applicable law shall be made by independent counsel mutually acceptable to Acquiror and the Indemnified Party; provided, however, that canAcquiror shall not be waived, liable for any settlement effected without its written consent (which consent shall not be unreasonably withheld) and that Acquiror shall be liable for the Person fees and expenses of only one law firm for all Indemnified Parties with respect to whom D&O Expenses are to be advanced provides an unsecured undertaking to repay such advances each related matter except to the extent it there is, in the opinion of counsel to an Indemnified Party, under applicable standards of professional conduct, a conflict on any significant issue between positions of any two or more Indemnified Parties. (b) This Section 6.7 is ultimately intended to benefit the Indemnified Parties and finally determined by a court shall be binding on all successors and assigns of competent jurisdiction that suchAcquiror, the Company and the Surviving Corporation.

Indemnification of Directors and Officers. 8.8.1. For Prior to the Closing Date, the Company shall bind a directors’ and officers’ liability insurance policy providing “tail” coverage (which policy may be a continuation or extension of the Company’s existing directors’ and officers’ liability insurance policy) for each present or former director and officer of the Company (the “Company Indemnified Parties”), in an amount and scope at least as favorable to such persons as the Company’s existing coverage and with a period of coverage of not less than six (6) years after years.] The provisions of this Section 6.7 are intended to be in addition to the Closingrights otherwise available to the current officers and directors of the Company by Legal Requirement, Buyer shall notcharter, bylaw or contractual obligation, and shall not permit any Group operate for the benefit of, and shall be enforceable by, each of the Company toIndemnified Parties, amend, repeal or modify any provision their heirs and their representatives. Parent and Merger Sub hereby agree that all rights in any Organizational Documents existence under the Company’s Articles of any Group Company relating to Incorporation and Bylaws in effect on the exculpationdate of this Agreement regarding elimination of liability of directors, indemnification or advancement and exculpation of expenses of any Persons who at any time prior to or at the Closing are or were officers, directors or employees (or their equivalent) of any Group Company (each, a “D&O Indemnified Person”) with respect to acts or omissions existing or occurring at or prior to the Closing (unless and to the extent required by Law), it being the intent of the parties that all such officers, directors and employees of each Group Company shall be entitled to exculpation, indemnification and advancement of expenses to them shall survive the fullest extent permitted by applicable Law Merger and that no changeshall continue in full force and effect in accordance with their terms, modification and shall not be modified or amendment of such documents or arrangements may be made that will adversely affect amended in a manner adverse to any such Person’s right thereto without person for a period of six years from the prior written consent of Effective Time, it being understood that Person. 8.8.2. In addition nothing in this sentence shall require any amendment to the other rights provided for in this Section 8.8 and not in limitation thereof, from and after the Closing, Buyer shall and shall cause each Group Company (each, a “D&O Indemnifying Party”) to, to the fullest extent permitted by applicable Law and are required by the terms organizational documents of the Group Companies’ Organizational Documents in effect as Surviving Corporation. If Parent, the Surviving Corporation or any of the date hereof, its successors or assigns (i) indemnify consolidates with or merges into any other Person and hold harmless (and exculpate and release from any liability to Buyer shall not be the continuing or any Group Company) the D&O Indemnified Persons against all D&O Expenses and all lossesSurviving Corporation or entity of such consolidation or merger, claims, damages, judgments, fines, penalties and amounts paid in settlement (“D&O Losses”) in respect of any threatened, pending or completed Action, whether criminal, civil, administrative or investigative, based on or arising out or relating to the fact that such Person is or was a officer, director or employee of any Group Company and arising out of or relating to acts or omissions occurring or existing at or prior to the Closing (including in respect of acts or omissions in connection with this Agreement and the Contemplated Transactions) (a “D&O Indemnifiable Claim”) and (ii) advancetransfers or conveys all or substantially all of its properties and assets to any Person, unconditionally then, and interest-free, to in each such D&O Indemnified Persons all D&O Expenses incurred in connection with any D&O Indemnifiable Claim (including in circumstances where the D&O Indemnifying Party is otherwise entitled to assume the defense of such claim and has assumed such defense) promptly after receipt of statements therefor; provided, however, thatcase, to the extent required by applicable Laws necessary, proper provision shall be made so that cannot be waivedthe successors and assigns of Parent or the Surviving Corporation, as the Person to whom D&O Expenses are to be advanced provides an unsecured undertaking to repay such advances to case may be, shall assume the extent it is ultimately and finally determined by a court of competent jurisdiction that suchobligations set forth in this Section 6.7.

Indemnification of Directors and Officers. 8.8.1. For a period of six (6) years after the Closing, Buyer The Corporation shall not, indemnify and shall not permit any Group Company to, amend, repeal or modify any provision in any Organizational Documents of any Group Company relating to the exculpation, indemnification or advancement of expenses of any Persons who at any time prior to or at the Closing are or were officers, directors or employees (or their equivalent) of any Group Company (each, a “D&O Indemnified Person”) with respect to acts or omissions existing or occurring at or prior to the Closing (unless and to the extent required by Law), it being the intent of the parties that all such officers, directors and employees of each Group Company shall be entitled to exculpation, indemnification and advancement of expenses to the fullest extent permitted by applicable Law and that no change, modification or amendment of such documents or arrangements may be made that will adversely affect any such Person’s right thereto without the prior written consent of that Person. 8.8.2. In addition to the other rights provided for in this Section 8.8 and not in limitation thereof, from and after the Closing, Buyer shall and shall cause each Group Company (each, a “D&O Indemnifying Party”) tohold harmless, to the fullest extent permitted by applicable Law and are required the DGCL as it presently exists or may hereafter be amended, any person who was or is made or is threatened to be made a party or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (a “Proceeding”) by the terms reason of the Group Companies’ Organizational Documents in effect as fact that he or she, or a person for whom he or she is the legal representative, is or was a director or officer of the date hereofCorporation or, (i) indemnify and hold harmless (and exculpate and release from any liability while serving as a director or officer of the Corporation, is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation or of a partnership, joint venture, trust, enterprise or non-profit entity, including service with respect to Buyer or any Group Company) the D&O Indemnified Persons employee benefit plans, against all D&O Expenses liability and all losses, claims, damagesloss suffered and expenses (including attorneys’ fees, judgments, fines, fines ERISA excise taxes or penalties and amounts paid in settlement (“D&O Losses”settlement) in respect of any threatened, pending or completed Action, whether criminal, civil, administrative or investigative, based on or arising out or relating to the fact that reasonably incurred by such Person is or was a officer, director or employee of any Group Company and arising out of or relating to acts or omissions occurring or existing at or prior to the Closing (including in respect of acts or omissions in connection with this Agreement and the Contemplated Transactions) (a “D&O Indemnifiable Claim”) and (ii) advance, unconditionally and interest-free, to such D&O Indemnified Persons all D&O Expenses incurred person in connection with any D&O Indemnifiable Claim such Proceeding. Subject to the requirements in this Article IX and the DGCL, the Corporation shall not be obligated to indemnify any person pursuant to this Article IX in connection with any Proceeding (or any part of any Proceeding): (a) for which payment has actually been made to and received by or on behalf of such person under any statute, insurance policy, indemnity provision, vote or otherwise, except with respect to any excess beyond the amount paid; (b) for an accounting or disgorgement of profits pursuant to Section 16(b) of the Exchange Act, or similar provisions of federal, state or local statutory law or common law, if such person is held liable therefor (including pursuant to any settlement arrangements); (c) for any reimbursement of the Corporation by such person of any bonus or other incentive-based or equity-based compensation or of any profits realized by such person from the sale of securities of the Corporation, as required in circumstances where each case under the D&O Indemnifying Party Exchange Act (including any such reimbursements that arise from an accounting restatement of the Corporation pursuant to Section 304 of the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”), the payment to the Corporation of profits arising from the purchase and sale by such person of securities in violation of Section 306 of the Xxxxxxxx-Xxxxx Act), if such person is otherwise entitled held liable therefor (including pursuant to assume any settlement arrangements), or any other remuneration paid to such person if it shall be determined by a final judgment or other final adjudication that such remuneration was in violation of law; (d) initiated by such person, including any Proceeding (or any part of any Proceeding) initiated by such person against the defense Corporation, any legal entity which it controls, any director or officer thereof or any third party, unless (i) the Board has consented to the initiation of such claim and has assumed Proceeding or part thereof, (ii) the Corporation provides the indemnification, in its sole discretion, pursuant to the powers vested in the Corporation under applicable law (provided, however, that this 9.1 shall not apply to counterclaims or affirmative defenses asserted by such defenseperson in an action brought against such person), (iii) promptly after receipt of statements thereforotherwise required to be made under Section 9.4 or (iv) otherwise required by applicable law; or (e) if prohibited by applicable law; provided, however, thatthat if any provision or provisions of this Article IX shall be held to be invalid, illegal or unenforceable for any reason whatsoever: (i) the validity, legality and enforceability of the remaining provisions of this Article IX (including, without limitation, each portion of any paragraph or clause containing any such provision held to be invalid, illegal or unenforceable, that is not itself held to be invalid, illegal or unenforceable) shall not in any way be affected or impaired thereby; and (ii) to the fullest extent required by applicable Laws that cannot be waivedpossible, the Person to whom D&O Expenses are provisions of this Article IX (including, without limitation, each such portion of any paragraph or clause containing any such provision held to be advanced provides an unsecured undertaking invalid, illegal or unenforceable) shall be construed so as to repay such advances give effect to the extent it is ultimately and finally determined intent manifested by a court of competent jurisdiction that suchthe provision held invalid, illegal or unenforceable.

Indemnification of Directors and Officers. 8.8.1(a) From and after the Effective Time, Parent and the Surviving Corporation shall indemnify and hold harmless all past and present directors and officers of the Company or any Company Subsidiary (each a “Covered Person”) from and against any costs or expenses (including attorneys’ fees), judgments, fines, losses, claims, damages, liabilities and amounts paid in settlement in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, to the extent such claim, action, suit, proceeding or investigation arises out of or pertains to: (A) any action or omission or alleged action or omission in such Covered Person’s capacity as a director, officer or employee of the Company or any Company Subsidiary occurring (or, in the case of an omission, that allegedly should have occurred) at or prior to the Effective Time, or (B) this Agreement, the Merger, the Offer, the Top-Up Option, the Support Agreements or any of the other transactions contemplated herein. Parent shall advance or shall cause the Surviving Corporation to advance to each Covered Person any expenses (including expenses incurred to enforce the provisions of this Section 5.9(a)) actually and reasonably incurred in defending any claims, actions, suits, proceedings or investigations with respect to the matters subject to indemnification pursuant to this Section 5.9(a) upon receipt of an undertaking by or on behalf of such Covered Person to repay such amount if it shall ultimately be determined by a final and non-appealable judgment issued by a court of competent jurisdiction that such Covered Person is not entitled to be indemnified pursuant to this Section 5.9(a), and such determination shall be made independently of the outcome of any determination made with respect to the underlying claim, action, suit proceeding or investigation. (b) Neither Parent nor the Surviving Corporation shall settle or compromise or consent to the entry of any judgment or otherwise seek termination with respect to any claim, action, suit, proceeding or investigation against a Covered Person for which indemnification may be sought under this Section 5.9 unless such settlement, compromise, consent or termination includes an unconditional release of such Covered Person from all liability arising out of such claim, action, suit, proceeding or investigation. (c) For a period of six (6) years from and after the ClosingEffective Time, Buyer the certificate of incorporation and bylaws of the Surviving Corporation shall not, and shall not permit any Group Company to, amend, repeal or modify any provision in any Organizational Documents of any Group Company relating to the exculpation, indemnification or advancement of expenses of any Persons who at any time prior to or at the Closing are or were officers, directors or employees (or their equivalent) of any Group Company (each, a “D&O Indemnified Person”) contain provisions no less favorable with respect to acts or omissions existing or occurring at or prior to the Closing (unless and to the extent required by Law), it being the intent of the parties that all such officers, directors and employees of each Group Company shall be entitled to exculpation, indemnification and advancement of expenses to the fullest extent permitted by applicable Law of directors and that no change, modification or amendment of such documents or arrangements may be made that will adversely affect any such Person’s right thereto without the prior written consent of that Person. 8.8.2. In addition to the other rights provided for in this Section 8.8 and not in limitation thereof, from and after the Closing, Buyer shall and shall cause each Group Company (each, a “D&O Indemnifying Party”) to, to the fullest extent permitted by applicable Law and are required by the terms officers of the Group Companies’ Organizational Documents in effect as of the date hereof, (i) indemnify and hold harmless (and exculpate and release from any liability to Buyer or any Group Company) the D&O Indemnified Persons against all D&O Expenses and all losses, claims, damages, judgments, fines, penalties and amounts paid in settlement (“D&O Losses”) in respect of any threatened, pending or completed Action, whether criminal, civil, administrative or investigative, based on or arising out or relating to the fact that such Person is or was a officer, director or employee of any Group Company and arising out of or relating to acts or omissions occurring or existing for periods at or prior to the Closing Effective Time than are currently set forth in the Company Certificate and the Company Bylaws. The indemnification agreements, if any, in existence on the date of this Agreement with any of the directors, officers or employees of the Company shall continue in full force and effect in accordance with their terms following the Effective Time. (including in respect d) For six (6) years from and after the Effective Time, the Surviving Corporation shall maintain for the benefit of acts or omissions in connection with the Company’s directors and officers, as of the date of this Agreement and as of the Contemplated Transactions) Effective Time, an insurance and indemnification policy that provides coverage for events occurring prior to the Effective Time (a the “D&O Indemnifiable ClaimInsurance”) that is substantially equivalent to and in any event not less favorable in the aggregate than the Company’s existing policy (iitrue and complete copies which have been previously provided to Parent) advanceor, unconditionally and interest-freeif substantially equivalent insurance coverage is unavailable, to such D&O Indemnified Persons all D&O Expenses incurred in connection with any D&O Indemnifiable Claim (including in circumstances where the D&O Indemnifying Party is otherwise entitled to assume the defense of such claim and has assumed such defense) promptly after receipt of statements thereforbest available coverage; provided, however, that, that the Surviving Corporation shall not be required to pay an annual premium for the D&O Insurance in excess of 300% of the last annual premium paid prior to the extent required date of this Agreement (such 300% amount, the “Base Premium”); provided, further, that if such insurance coverage can only be obtained at an annual premium in excess of the Base Premium, the Surviving Corporation shall maintain the most advantageous policies of directors’ and officers’ insurance obtainable for an annual premium equal to the Base Premium. The provisions of the immediately preceding sentence shall be deemed to have been satisfied if prepaid policies have been obtained prior to the Effective Time, which policies provide such directors and officers with coverage for an aggregate period of six (6) years after the Effective Time with respect to claims arising from facts or events that occurred on or before the Effective Time, including, without limitation, in respect of the transactions contemplated by applicable Laws that canthis Agreement. If such prepaid policies have been obtained prior to the Effective Time, the Surviving Corporation shall maintain such policies in full force and effect, and continue to honor the obligations thereunder. (e) In the event the Surviving Corporation (i) consolidates with or merges into any other Person and shall not be waivedthe continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers all or substantially all of its properties and assets to any Person, then proper provision shall be made so that such continuing or surviving corporation or entity or transferee of such assets, as the Person case may be, shall assume the obligations of the Surviving Corporation set forth in this Section 5.9. (f) The obligations under this Section 5.9 shall not be terminated or modified in such a manner as to adversely affect any indemnitee to whom D&O Expenses are this Section 5.9 applies without the consent of such affected indemnitee (it being expressly agreed that the indemnitees to whom this Section 5.9 applies shall be advanced provides an unsecured undertaking to repay such advances to the extent it is ultimately and finally determined by a court third party beneficiaries of competent jurisdiction that suchthis Section 5.9).

Indemnification of Directors and Officers. 8.8.1. (a) For a period of six (6) years from and after the ClosingEffective Time, Buyer the Surviving Corporation shall, and Parent shall notcause the Surviving Corporation to, indemnify and hold harmless each of the Company’s and its Subsidiaries’ respective present or former directors and officers (in each case, solely to the extent acting in such capacity) (each an “Indemnified Person,” and collectively, the “Indemnified Persons”) against all reasonable and documented costs and expenses (including reasonable and documented legal fees and expenses), judgments, fines, losses, claims, damages, liabilities and settlement amounts paid in connection with any pending or threatened Proceeding (whether arising before or after the Effective Time), whether civil, criminal, administrative or investigative, in each case solely to the extent arising out of or relating to any action or omission in their capacity as an officer or director occurring before the Effective Time, in each case to the fullest extent that the Company would have been permitted under applicable Law. To the fullest extent the Company would have been permitted by applicable Law, the Surviving Corporation shall, and Parent shall cause the Surviving Corporation to, advance expenses (including reasonable and documented legal fees and expenses) of each Indemnified Person in the defense of any Proceeding in advance of the final disposition of any such Proceeding, subject to receipt from the Indemnified Person to whom such expenses are advanced of an undertaking to repay such advances if it is ultimately determined in accordance with applicable Law that such Indemnified Person is not entitled to indemnification. In the event any Proceeding is brought against any Indemnified Person and in which indemnification is sought by such Indemnified Person under this Section 4.9(a), (i) the Surviving Corporation shall have the right, but not the obligation, to control the defense thereof after the Effective Time, (ii) each Indemnified Person shall be entitled to retain separate counsel, whether or not the Surviving Corporation shall elect to control the defense of any such Proceeding, (iii) neither Parent nor the Surviving Corporation shall settle, compromise or consent to the entry of any judgment in any such Proceeding, unless such settlement, compromise or consent relates only to monetary damages or includes an unconditional release of such Indemnified Person from all liability arising out of such Proceeding or such Indemnified Person otherwise consents thereto and (iv) the Surviving Corporation shall reasonably cooperate with the Indemnified Person in the defense of any such matter. The rights of each Indemnified Person under this Section 4.9 shall be in addition to any rights such Person may have under the Company Certificate, the Company Bylaws, and any indemnification agreements with the Company and any of its Subsidiaries in effect as of the Effective Time (collectively, the “D&O Indemnification Agreements”) and shall not permit any Group Company to, amend, repeal limit or modify any provision in any Organizational Documents rights of any Group Company relating Indemnified Person pursuant to any D&O Indemnification Agreements. (b) For a period of six years from and after the Effective Time, the Surviving Corporation shall (and Parent shall cause the Surviving Corporation to) indemnify and hold harmless (including advancement of expenses) all Indemnified Persons to the exculpationsame extent such Persons are indemnified as of the Agreement Date by the Company pursuant to applicable Law, indemnification or advancement the Company Certificate, the Company Bylaws and the applicable D&O Indemnification Agreements, arising out of expenses of any Persons who at any time prior to or at the Closing are or were officers, directors or employees (or their equivalent) of any Group Company (each, a “D&O Indemnified Person”) with respect to acts or omissions existing in their capacity as directors or officers of the Company and its Subsidiaries occurring at or prior to the Closing Effective Time. (unless c) For a period of six years from and after the Effective Time, to the extent required permitted by Law), it being applicable Law the intent certificate of incorporation and bylaws of the parties that all such officers, directors and employees of each Group Company Surviving Corporation shall be entitled contain provisions no less favorable with respect to exculpation, indemnification and advancement of expenses of directors and officers of the Company for periods at or prior to the fullest Effective Time than were set forth in the Company Certificate and the Company Bylaws prior to the Effective Time. To the extent permitted by applicable Law Law, the D&O Indemnification Agreements shall continue in full force and that no change, modification or amendment of such documents or arrangements may be made that will adversely affect any such Person’s right thereto without effect in accordance with their terms following the prior written consent of that PersonEffective Time. 8.8.2. In addition (d) Prior to the other rights provided for in this Section 8.8 Effective Time, the Company shall bind and not in limitation thereof, from purchase directors and after officers runoff insurance coverage (the Closing, Buyer shall and shall cause each Group Company (each, a “D&O Indemnifying PartyRunoff Insurance”) to), to which by its terms shall survive the fullest extent permitted by applicable Law and are required by Merger for not less than six years for the terms benefit of the Group Companies’ Organizational Documents Company, its Subsidiaries, the Company’s and any of its Subsidiary’s past and present directors and/or officers that are insured under the Company’s current directors and officers liability insurance policy in effect as of the date hereofAgreement Date. The D&O Runoff Insurance shall provide coverage for the Company, its Subsidiaries and such persons in their capacity as directors and/or officers of the Company or any of its Subsidiaries prior to the Effective Time that is not less favorable in the aggregate than the Company’s existing directors and officers policy (true and complete copies of which have been made available to Parent) or, if substantially equivalent insurance coverage is unavailable, the best available coverage for up to the Maximum Amount. The Surviving Corporation shall maintain the D&O Runoff Insurance in full force and effect and continue to honor the obligations thereunder for a period of six years after the Effective Time or, if such policies are terminated or cancelled, obtain (subject to the limitations set forth in the next sentence) alternative D&O Runoff Insurance on substantially similar terms as set forth in this Section 4.9(d). The Company shall not, and the Surviving Corporation shall not be required to pay an aggregate premium for the D&O Runoff Insurance in excess of 300% (the “Maximum Amount”) of the last annual premium paid prior to the Agreement Date (it being understood and agreed that in the event the cost of such D&O Runoff Insurance exceeds the Maximum Amount, in the aggregate, the Company shall remain obligated to provide, and the Surviving Corporation shall be obligated to obtain the broadest D&O Runoff Insurance coverage as may be obtained for an aggregate premium equal to the Maximum Amount). The Company and Indemnified Persons may be required to make reasonable application and provide reasonable and customary representations and warranties to applicable insurance carriers for the purpose of obtaining such D&O Runoff Insurance. Parent shall upon written request furnish a copy of such insurance policy to each beneficiary of such policy. (e) In the event the Surviving Corporation or its Subsidiaries or their respective successors or assigns (i) indemnify consolidate with or merge into any other Person and hold harmless (and exculpate and release from any liability to Buyer are not the continuing or any Group Company) the D&O Indemnified Persons against all D&O Expenses and all losses, claims, damages, judgments, fines, penalties and amounts paid in settlement (“D&O Losses”) in respect surviving company or Entity of any threatened, pending such consolidation or completed Action, whether criminal, civil, administrative merger or investigative, based on or arising out or relating to the fact that such Person is or was a officer, director or employee of any Group Company and arising out of or relating to acts or omissions occurring or existing at or prior to the Closing (including in respect of acts or omissions in connection with this Agreement and the Contemplated Transactions) (a “D&O Indemnifiable Claim”) and (ii) advancetransfer all or substantially all of their properties and assets to any Person, unconditionally then proper provision shall be made so that such continuing or surviving corporation or Entity or transferee of such assets, as the case may be, shall assume the obligations set forth in this Section 4.9, without relieving Parent of its obligations under this Section 4.9. (f) The obligations under this Section 4.9 shall not be terminated or modified in such a manner as to adversely affect any Indemnified Person to whom this Section 4.9 applies without the consent of such affected Indemnified Person. The provisions of this Section 4.9 are intended to be for the benefit of, and interest-freeshall be enforceable by, each Indemnified Person, his or her heirs and his or her representatives, and are in addition to, and not in substitution for, any other rights to which each Indemnified Person is entitled, whether pursuant to Law, Contract or otherwise. (g) Any Indemnified Person seeking to claim indemnification or an advancement of expenses under this Section 4.9, upon learning of any Proceeding that is subject to the indemnification obligations of Section 4.9, shall promptly notify the Surviving Corporation thereof, but failure to so notify shall not relieve the Surviving Corporation of any Liability it may have under this Section 4.9 to such D&O Indemnified Persons all D&O Expenses incurred Person, except, solely in connection with any D&O Indemnifiable Claim (including in circumstances where the D&O Indemnifying Party is otherwise entitled to assume case of the defense of such claim and has assumed such defense) promptly after receipt of statements therefor; provided, however, thatindemnification obligations under Section 4.9(a), to the extent required by applicable Laws that cannot be waived, such failure prejudices in any material respect the Person to whom D&O Expenses are to be advanced provides an unsecured undertaking to repay such advances to the extent it is ultimately and finally determined by a court of competent jurisdiction that suchSurviving Corporation.

Indemnification of Directors and Officers. 8.8.1. (a) For a period of six (6) years after commencing on the ClosingClosing Date, Buyer shall notPurchaser shall, and shall not permit any Group cause the Company to: (i) indemnify, amenddefend and hold harmless, repeal or modify any provision in any Organizational Documents all of any Group Company relating to the exculpationpast and present directors, indemnification or advancement officers and employees of expenses of any Persons who at any time prior to or at the Closing are or were officers, directors or employees (or their equivalent) of any Group Company (eachin all of their capacities) (collectively, a the “D&O Indemnified PersonParties”) with against any and all Losses incurred in respect to of acts or omissions existing or occurring at or prior to the Closing (unless and to the extent required by Law), it being the intent of the parties that all such officers, directors and employees of each Group Company shall be entitled to exculpation, indemnification and advancement of expenses to the fullest extent permitted by applicable Law and that no changeor provided under the Company’s Organizational Documents in effect on the date hereof, modification or amendment (ii) without limitation of such documents or arrangements may be made that will adversely affect any such Person’s right thereto without the prior written consent of that Person. 8.8.2. In addition to the other rights provided for in this Section 8.8 and not in limitation thereof, from and after the Closing, Buyer shall and shall cause each Group Company clause (each, a “D&O Indemnifying Party”) toi), to the fullest extent permitted by applicable Law Law, cause to be maintained in effect the provisions regarding elimination of liability of directors, and are required by indemnification of and advancement of expenses to directors, officers and employees contained in the terms Organizational Documents of the Group Companies’ Organizational Documents Company that are no less advantageous to the intended beneficiaries than the corresponding provisions in effect as of existence on the date hereofof this Agreement and (iii) not settle, (i) indemnify and hold harmless compromise or consent to the entry of any judgment in any proceeding or threatened proceeding (and exculpate and release from any liability to Buyer or any Group Company) the in which indemnification could be sought by a D&O Indemnified Persons against Party hereunder), unless such settlement, compromise or consent (A) includes an unconditional release of such D&O Indemnified Party from all D&O Expenses and all losses, claims, damages, judgments, fines, penalties and amounts paid in settlement (“D&O Losses”) in respect of any threatened, pending or completed Action, whether criminal, civil, administrative or investigative, based on or arising out or relating to the fact that such Person is or was a officer, director or employee of any Group Company and liability arising out of such proceeding or relating (B) provides solely for monetary damages to acts be paid by Purchaser or omissions occurring the Company pursuant to this Section ‎5.18(a), or existing at or prior to the Closing (including in respect of acts or omissions in connection with this Agreement and the Contemplated Transactions) (a “D&O Indemnifiable Claim”) and (ii) advance, unconditionally and interest-free, to such D&O Indemnified Persons all D&O Expenses incurred Party otherwise consents in connection with any D&O Indemnifiable Claim (including writing to the entry of such judgment, and cooperates in circumstances where the D&O Indemnifying Party is otherwise entitled to assume the defense of such claim proceeding or threatened proceeding. (b) The obligations of Purchaser and has assumed such defense) promptly after receipt of statements therefor; provided, however, that, to the extent required by applicable Laws that canCompany under this ‎Section ‎5.18 shall not be waivedterminated, amended or modified in any manner so as to adversely affect any D&O Indemnified Party (including their successors, heirs and legal representatives) to whom this ‎Section ‎5.18 applies without the written consent of such affected D&O Indemnified Party (it being expressly agreed that the D&O Indemnified Parties to whom this ‎Section ‎5.18 applies shall be third party beneficiaries of this ‎Section ‎5.18, and this ‎Section ‎5.18 shall be enforceable by such D&O Indemnified Parties and their respective successors, heirs and legal representatives and shall be binding on all successors and assigns of Purchaser and the Company). (c) If Purchaser or, following the Closing, the Person Company, or any of their respective successors or assigns (i) shall consolidate with or merge into any other corporation or entity and shall not be the continuing or surviving corporation or entity of such consolidation or merger or (ii) shall transfer all or substantially all of its properties and assets to whom any Person, then, and in each such case, proper provisions shall be made so that the successors and assigns of Purchaser, the Company or any of their respective successors or assigns, as the case may be, shall assume all of the obligations set forth in this Section ‎5.18. (d) The rights of the D&O Expenses are Indemnified Parties under this ‎Section ‎5.18 shall be in addition to be advanced provides an unsecured undertaking to repay any rights such advances to D&O Indemnified Parties may have under the extent it is ultimately Organizational Documents of the Company, or under any applicable contracts or Laws, and finally determined Purchaser shall, and shall cause the Company to, honor and perform under all indemnification agreements entered into by a court of competent jurisdiction that suchthe Company.

Indemnification of Directors and Officers. 8.8.1. For (a) From and after the Effective Time and for a period of six (6) years after thereafter, the ClosingSurviving Corporation shall indemnify, Buyer shall notdefend and hold harmless each person who is now, and shall not permit any Group Company to, amend, repeal or modify any provision in any Organizational Documents of any Group Company relating to the exculpation, indemnification or advancement of expenses of any Persons who has been at any time prior to the date hereof or at who becomes prior to the Closing Effective Time, an officer or director of the Company or any of its subsidiaries (the "Indemnified Parties") against all losses, claims, damages, costs, expenses (including attorneys' fees and expenses), liabilities or judgments or amounts that are paid in settlement of or were officersin connection with any threatened or actual claim, directors action, suit, proceeding or employees (investigation based in whole or their equivalent) in part on or arising in whole or in part out of the fact that such person is or was a director or officer of the Company or any Group Company (eachof its subsidiaries, a “D&O Indemnified Person”) with respect whether pertaining to acts or omissions any matter existing or occurring at or prior to the Closing Effective Time and whether asserted or claimed prior to, or at or after, the Effective Time (unless and to the extent required by Law"Indemnified Liabilities"), it being including, without limitation, all Indemnified Liabilities based in whole or in part on, or arising in whole or in part out of, or pertaining to this Agreement or the intent of the parties that all such officerstransactions contemplated hereby, directors and employees of in each Group Company shall be entitled to exculpation, indemnification and advancement of expenses case to the fullest extent a corporation is permitted by applicable Law and that no changeunder the BCA to indemnify its own directors or officers, modification or amendment of such documents or arrangements as the case may be made that will adversely affect any such Person’s right thereto without the prior written consent of that Person. 8.8.2. In addition to the other rights provided for in this Section 8.8 and not in limitation thereof, from and after the Closing, Buyer shall and shall cause each Group Company (each, a “D&O Indemnifying Party”) to, to the fullest extent permitted by applicable Law and are required by the terms of the Group Companies’ Organizational Documents in effect as of the date hereof, (i) indemnify and hold harmless (and exculpate and release from any liability to Buyer or any Group Company) the D&O Indemnified Persons against all D&O Expenses and all losses, claims, damages, judgments, fines, penalties and amounts paid in settlement (“D&O Losses”) in respect of any threatened, pending or completed Action, whether criminal, civil, administrative or investigative, based on or arising out or relating to the fact that such Person is or was a officer, director or employee of any Group Company and arising out of or relating to acts or omissions occurring or existing at or prior to the Closing (including in respect of acts or omissions in connection with this Agreement and the Contemplated Transactions) (a “D&O Indemnifiable Claim”) and (ii) advance, unconditionally and interest-free, to such D&O Indemnified Persons all D&O Expenses incurred in connection with any D&O Indemnifiable Claim (including in circumstances where the D&O Indemnifying Party is otherwise entitled to assume the defense of such claim and has assumed such defense) promptly after receipt of statements thereforbe; provided, however, that-------- ------- that all right to indemnification in respect of any claim asserted or made within such period shall continue until the disposition of such claim. In the event of an Indemnified Liability, (i) Acquiror shall pay the reasonable fees and expenses of counsel selected by the Indemnified Parties, which counsel shall be reasonably satisfactory to Acquiror, promptly after statements therefor are received and otherwise advance to such Indemnified Party upon request reimbursement of documented expenses reasonably incurred, in either case to the extent not prohibited by the BCA and upon receipt of any affirmation and undertaking required by applicable Laws the BCA, (ii) Acquiror will cooperate in the defense of any such matter and (iii) any determination required to be made with respect to whether an Indemnified Party's conduct complies with the standards set forth under the BCA shall be made by independent counsel mutually acceptable to Acquiror and the Indemnified Party; provided, however, that can-------- ------- Acquiror shall not be waived, the Person liable for any settlement effected without its written consent (which consent shall not be reasonably withheld). The Indemnified Parties as a group may retain only one law firm with respect to whom D&O Expenses are to be advanced provides an unsecured undertaking to repay such advances each related matter except to the extent it there is, in the opinion of counsel to an Indemnified Party, under applicable standards of professional conduct, a conflict on any significant issue between positions of any two or more Indemnified Parties. (b) This Section 6.7 is ultimately intended to benefit the Indemnified Parties and finally determined by a court shall be binding on all successors and assigns of competent jurisdiction that suchAcquiror, the Company and the Surviving Corporation.

Indemnification of Directors and Officers. 8.8.1. For a period of six (6a) years after the Closing, Buyer shall notMxxxx shall, and shall not permit any Group Company cause the Surviving Corporation, to, amendjointly and severally (i) assume the obligations with respect to all rights to indemnification, repeal or modify any provision in any Organizational Documents of any Group Company relating to the exculpation, indemnification or advancement of expenses of any Persons who at any time prior to or at the Closing are or were officersand exculpation from liabilities, directors or employees (or their equivalent) of any Group Company (each, a “D&O Indemnified Person”) with respect to for acts or omissions existing or occurring at or prior to the Closing Effective Time now existing in favor of the current or former directors, officers or consultants of Myson and each Person who served as a director, officer, member, consultant, trustee or fiduciary of another corporation, partnership, joint venture, trust, pension or other employee benefit plan or enterprise at the request of the Myson (unless collectively, the “D&O Indemnified Persons”) as provided in Myson’s Organizational Documents or any indemnification agreement between such Indemnified Person and Myson (in each case, as in effect on the date hereof and, in the case of any indemnification agreement, as set forth in the Myson Disclosure Schedule and of which Mxxxx has made available to the extent required by LawMag Mile Capital true, correct and complete copies), it being the intent of the parties that all such officerswithout further action, directors and employees of each Group Company shall be entitled to exculpation, indemnification and advancement of expenses to the fullest extent permitted by applicable Law and that no change, modification or amendment of such documents or arrangements may be made that will adversely affect any such Person’s right thereto without the prior written consent of that Person. 8.8.2. In addition to the other rights provided for in this Section 8.8 and not in limitation thereof, from and after the Closing, Buyer shall and shall cause each Group Company (each, a “D&O Indemnifying Party”) to, to the fullest extent permitted by applicable Law and are required by the terms of the Group Companies’ Organizational Documents in effect as of the date hereofEffective Time, and such obligations shall survive the Merger and shall continue in full force and effect in accordance with their terms and (iii) during the period commencing on the Effective Time and ending on the sixth (6th) anniversary of the Effective Time, indemnify and hold harmless (and exculpate and release from any liability each Indemnified Person with respect to Buyer or any Group Company) the D&O Indemnified Persons against all D&O Expenses and all claims, liabilities, losses, claims, damages, judgments, fines, penalties and penalties, costs (including amounts paid in settlement or compromise) and expenses (“D&O Losses”including fees and expenses of legal counsel) in respect connection with the defense of any threatenedAction (whether civil, pending or completed Action, whether criminal, civil, administrative or investigative), whenever asserted, based on or arising out of, in whole or in part, (A) the fact that an Indemnified Person was a director or officer of Myson or (B) acts or omissions by an Indemnified Person in the Indemnified Person’s capacity as a director, officer or agent of Mxxxx or taken at the request of Mxxxx (including in connection with serving at the request of Mxxxx as a director, officer, agent, trustee or fiduciary of another person), in each case under clause (A) or (B), at, or at any time prior to, the Effective Time (including any Action relating in whole or in part to the transactions contemplated by this Agreement or relating to the fact that such Person is enforcement of this provision or was a officer, director any other indemnification or employee advancement right of any Group Company Indemnified Person), to the fullest extent permitted under applicable Law that Myson and the Surviving Corporation could provide such indemnification to such D&O Indemnified Persons pursuant to the OGCA, the Myson Organizational Documents in effect on the date of this Agreement; provided, however, that no D&O Indemnified Person shall be entitled to indemnification pursuant to this Section 5.12 in respect of any act or omission which has been adjudicated to be ineligible for indemnification under Oklahoma Law. (b) For the avoidance of doubt, the applicable rights of indemnification and exculpation contemplated by this Section 5.12 and pursuant to the terms of the Myson Organizational Documents as in effect at or immediately prior to the Effective Time shall not be impaired by any modification of such terms in any amendment or restatement of such Organizational Documents following the Effective Time (including in connection with the filing of the Plan of Merger). The Surviving Corporation shall not settle, compromise or consent to the entry of any judgment in any threatened or actual Action relating to any acts or omissions covered under this Section 5.12 (each, a “Claim”) for which indemnification has been sought by an Indemnified Person hereunder, unless such settlement, compromise or consent includes an unconditional release of such Indemnified Person from all liability arising out of such Claim or relating such Indemnified Person otherwise consents in writing to acts such settlement, compromise or omissions occurring consent. (c) If at any time on or existing at within twelve (12) months after Closing the Surviving Corporation obtain a directors’ and officers’ liability insurance policy, it shall contemporaneously purchase or prior cause the Surviving Corporation to the Closing (including purchase a tail policy in respect of acts or omissions occurring at or prior to the Effective Time, covering each Person who resigned at Closing with insurance coverage for six years thereafter on the same terms and conditions purchased with respect to existing directors and officers. Once purchased, the Surviving Corporation shall cause the “tail” policy delivered in connection accordance with this Agreement the preceding sentence to be maintained in full force and effect, for its full term, and cause all obligations thereunder to be honored by the Contemplated TransactionsSurviving Corporation. (d) In the event the Surviving Corporation or any of its respective successors or assigns (a “D&O Indemnifiable Claim”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) advancetransfers all or substantially all of its properties and assets to any Person, unconditionally then, and interest-freein each such case, to such D&O Indemnified Persons all D&O Expenses incurred in connection with any D&O Indemnifiable Claim (including in circumstances where the D&O Indemnifying Party is otherwise entitled to Surviving Corporation shall make proper provision so that the successors and assigns of the Surviving Corporation shall assume the defense of such claim and has assumed such defense) promptly after receipt of statements therefor; provided, however, that, to the extent required by applicable Laws that cannot be waived, the Person to whom D&O Expenses are to be advanced provides an unsecured undertaking to repay such advances to the extent it is ultimately and finally determined by a court of competent jurisdiction that suchobligations set forth in this Section 5.12.

Indemnification of Directors and Officers. 8.8.1. (a) For a period of six (6) years after commencing on the ClosingClosing Date, Buyer shall notPurchaser shall, and shall not permit any Group Company cause the Acquired Companies to: (i) indemnify, amenddefend and hold harmless, repeal or modify any provision in any Organizational Documents all of any Group Company relating to the exculpationpast and present directors, indemnification or advancement officers and employees of expenses of any Persons who at any time prior to or at the Closing are or were officers, directors or employees (or their equivalent) of any Group each Acquired Company (eachin all of their capacities) (collectively, a the “D&O Indemnified PersonParties”) with against any and all Losses incurred in respect to of acts or omissions existing or occurring at or prior to the Closing (unless and to the extent required by Law), it being the intent of the parties that all such officers, directors and employees of each Group Company shall be entitled to exculpation, indemnification and advancement of expenses to the fullest extent permitted by applicable Law and that no changeor provided under such Acquired Company’s Organizational Documents in effect on the Effective Date, modification or amendment (ii) without limitation of such documents or arrangements may be made that will adversely affect any such Person’s right thereto without the prior written consent of that Person. 8.8.2. In addition to the other rights provided for in this Section 8.8 and not in limitation thereof, from and after the Closing, Buyer shall and shall cause each Group Company clause (each, a “D&O Indemnifying Party”) toi), to the fullest extent permitted by applicable Law Law, cause to be maintained in effect the provisions regarding elimination of liability of directors, and indemnification of and advancement of expenses to directors, officers and employees contained in the Organizational Documents of each Acquired Company that are required by no less advantageous to the terms of intended beneficiaries than the Group Companies’ corresponding provisions in such Organizational Documents in effect as existence on the Effective Date and (iii) not settle, compromise or consent to the entry of the date hereof, (i) indemnify and hold harmless any judgment in any proceeding or threatened proceeding (and exculpate and release from any liability to Buyer or any Group Company) the in which indemnification could be sought by a D&O Indemnified Persons against Party hereunder), unless such settlement, compromise or consent (A) includes an unconditional release of such D&O Indemnified Party from all D&O Expenses and all losses, claims, damages, judgments, fines, penalties and amounts paid in settlement (“D&O Losses”) in respect of any threatened, pending or completed Action, whether criminal, civil, administrative or investigative, based on or arising out or relating to the fact that such Person is or was a officer, director or employee of any Group Company and liability arising out of such proceeding or relating (B) provides solely for monetary damages to acts be paid by Purchaser or omissions occurring an Acquired Company pursuant to this Section 4.12(a), or existing at or prior to the Closing (including in respect of acts or omissions in connection with this Agreement and the Contemplated Transactions) (a “D&O Indemnifiable Claim”) and (ii) advance, unconditionally and interest-free, to such D&O Indemnified Persons all D&O Expenses incurred Party otherwise consents in connection with any D&O Indemnifiable Claim (including writing to the entry of such judgment, and cooperates in circumstances where the D&O Indemnifying Party is otherwise entitled to assume the defense of such claim proceeding or threatened proceeding. (b) The obligations of Purchaser and has assumed such defense) promptly after receipt of statements therefor; provided, however, that, to the extent required by applicable Laws that canAcquired Companies under this Section 4.12 shall not be waivedterminated, amended or modified in any manner so as to adversely affect any D&O Indemnified Party (including their successors, heirs and legal Representatives) to whom this Section 4.12 applies without the written consent of such affected D&O Indemnified Party (it being expressly agreed that the D&O Indemnified Parties to whom this Section 4.12 applies shall be third-party beneficiaries of this Section 4.12, and this Section 4.12 shall be enforceable by such D&O Indemnified Parties and their respective successors, heirs and legal Representatives and shall be binding on all successors and assigns of Purchaser and the Acquired Companies). (c) If Purchaser or, following the Closing, an Acquired Company, or any of their respective successors or assigns (i) shall consolidate with or merge into any other corporation or entity and shall not be the continuing or surviving corporation or entity of such consolidation or merger or (ii) shall transfer all or substantially all of its properties and assets to any Person, then, and in each such case, proper provisions shall be made so that the successors and assigns of Purchaser, the Person Acquired Company or any of their respective successors or assigns, as the case may be, shall assume all of the obligations set forth in this Section 4.12. (d) The rights of the D&O Indemnified Parties under this Section 4.12 shall be in addition to whom any rights such D&O Expenses Indemnified Parties may have under the Organizational Documents of the Acquired Companies, or under any applicable contracts or Laws, and Purchaser shall, and shall cause the Acquired Companies to, honor and perform under all indemnification agreements entered into by the Acquired Companies that are to be advanced provides an unsecured undertaking to repay such advances to set forth in Section 4.12 of the extent it is ultimately and finally determined by a court of competent jurisdiction that suchSeller Disclosure Letter.

Indemnification of Directors and Officers. 8.8.1. For a period (a) After the Effective Time, without releasing any insurance carrier and after exhaustion of six (6) years after all applicable director and liability insurance coverage for United and its directors and officers, FNB shall indemnify, hold harmless and defend the Closingdirectors and officers of United in office on the date hereof or the Effective Time, Buyer shall not, and shall not permit any Group Company to, amend, repeal or modify any provision in any Organizational Documents of any Group Company relating to the exculpation, indemnification or advancement of expenses of any Persons who at any time prior to or at the Closing are or were officers, directors or employees (or their equivalent) of any Group Company (each, a “D&O Indemnified Person”) with respect to acts or omissions existing or occurring at or prior to the Closing (unless and to the same extent required by Law), as it being the intent of the parties that all such officers, indemnifies its own directors and employees of each Group Company shall be entitled to exculpation, indemnification and advancement of expenses to the fullest extent permitted by applicable Law and that no change, modification or amendment of such documents or arrangements may be made that will adversely affect any such Person’s right thereto without the prior written consent of that Person. 8.8.2. In addition to the other rights provided for in this Section 8.8 and not in limitation thereofofficers, from and after the Closing, Buyer shall and shall cause each Group Company (each, a “D&O Indemnifying Party”) to, to the fullest extent permitted by applicable Law and are required by the terms of the Group Companies’ Organizational Documents in effect as of the date hereof, (i) indemnify and hold harmless (and exculpate and release from against any liability to Buyer or any Group Company) the D&O Indemnified Persons against all D&O Expenses and all claims, disputes, demands, causes of action, suits, proceedings, losses, claims, damages, judgmentsliabilities, finesobligations, penalties costs and amounts expenses of every kind and nature including, without limitation, reasonable attorneys’ fees and legal costs and expenses therewith whether known or unknown and whether now existing or hereafter arising which may be threatened against, incurred, undertaken, received or paid by such persons in settlement (“D&O Losses”) in respect of any threatened, pending connection with or completed Action, whether criminal, civil, administrative or investigative, based on or arising out or relating to the fact that such Person is or was a officer, director or employee of any Group Company and arising which arise out of or relating result from or are based upon any action or failure to acts act by such person in the ordinary scope of his duties as a director or omissions occurring or existing at or prior to the Closing officer of United (including service as a director or officer of any United subsidiary or fiduciary of any of the United Plans (as defined in respect of acts or omissions in connection with this Agreement and Section 2.23(a)) through the Contemplated Transactions) (a “D&O Indemnifiable Claim”) and (ii) advance, unconditionally and interest-free, to such D&O Indemnified Persons all D&O Expenses incurred in connection with any D&O Indemnifiable Claim (including in circumstances where the D&O Indemnifying Party is otherwise entitled to assume the defense of such claim and has assumed such defense) promptly after receipt of statements thereforEffective Time; provided, however, thatthat FNB shall not be obligated to indemnify such person for (i) any act not available for statutory or permissible indemnification under North Carolina law, (ii) any penalty, decree, order, finding or other action imposed or taken by any regulatory authority, (iii) any violation or alleged violation of federal or state securities laws to the extent required that indemnification is prohibited by applicable Laws law, or (iv) any claim of sexual or other unlawful harassment, or any form of employment discrimination prohibited by federal or state law; further, provided, however, that can(A) FNB shall have the right to assume the defense thereof and upon such assumption FNB shall not be waivedliable to any director or officer of United for any legal expenses of other counsel or any other expenses subsequently incurred by such director or officer in connection with the defense thereof, except that if FNB elects not to assume such defense or counsel for such director or officer reasonably advises such director or officer that there are issues which raise conflicts of interest between FNB and such director or officer, such director or officer may retain counsel reasonably satisfactory to him, and FNB shall pay the Person reasonable fees and expenses of such counsel, (B) FNB shall not be liable for any settlement effected without its prior written consent, and (C) FNB shall have no obligation hereunder to whom D&O Expenses are to be advanced provides an unsecured undertaking to repay such advances to the extent it is ultimately any director or officer of United when and finally determined by if a court of competent jurisdiction shall determine that suchindemnification of such director or officer in the manner contemplated hereby is prohibited by applicable law. The indemnification provided herein shall be in addition to any indemnification rights an indemnitee may have by law, pursuant to the charter or bylaws of United or any of its subsidiaries or pursuant to any Plan for which the indemnity serves as a fiduciary. (b) From and after the Effective Time, FNB will directly or indirectly cause the persons who served as directors or officers of United at the Effective Time to be covered by United’s existing directors’ and officers’ liability insurance policy (provided that FNB may substitute therefor policies of at least the same coverage in amounts contained and terms and conditions which are not less advantageous than such policy). Such insurance coverage shall commence at the Effective Time and will be provided for a period of no less than three years after the Effective Time. (c) The indemnification provided by this Section 5.5 is the sole indemnification provided by FNB to the directors and officers of United for service in such positions up to and through the Effective Time. This Section 5.5 is intended to create personal rights in the directors and officers of United, who shall be deemed to be third-party beneficiaries hereof. Notwithstanding any other provision of this Agreement, at the Effective Time, the indemnification rights provided herein shall not be extinguished but shall instead survive for a period of three years after the Effective Time.

Indemnification of Directors and Officers. 8.8.1. For a period of six (6a) years after The Company agrees to indemnify (including the Closing, Buyer shall not, and shall not permit any Group Company to, amend, repeal or modify any provision in any Organizational Documents of any Group Company relating to the exculpation, indemnification or advancement of expenses of any Persons who at any time prior to or at the Closing are or were officers, expenses) and hold harmless all directors or employees (or their equivalentincluding former directors) of any Group the Company who have been designated for election or appointment by Grifols under the Governance Agreement (each, a “D&O Indemnified PersonGrifols Designees”) with respect to acts or omissions existing or occurring at or prior to the Closing (unless and to the extent required by Law), it being the intent of the parties that all such officers, directors and employees of each Group Company shall be entitled to exculpation, indemnification and advancement of expenses to the fullest extent permitted by applicable Law and that no change, modification or amendment of such documents or arrangements may be made that will adversely affect any such Person’s right thereto without the prior written consent of that Person. 8.8.2. In addition to the other rights provided for in this Section 8.8 and not in limitation thereof, from and after the Closing, Buyer shall and shall cause each Group Company (each, a “D&O Indemnifying Party”) to, to the fullest same extent permitted by applicable Law and such individuals are required entitled to indemnification by the terms Company pursuant to the Articles of the Group Companies’ Organizational Documents Incorporation and Bylaws as in effect as of the date hereofof this Agreement, for any costs or expenses (i) indemnify including attorneys’ fees and hold harmless (and exculpate and release from any liability to Buyer or any Group Company) the D&O Indemnified Persons against all D&O Expenses and all losses, claims, damagesexpenses), judgments, fines, penalties and amounts paid losses, claims, settlements, damages or Liabilities incurred in settlement (“D&O Losses”) in respect of connection with any threatenedclaim, pending action, suit, proceeding or completed Actioninvestigation, whether civil, criminal, civil, administrative or investigative, based on or arising out or relating to the fact that such Person is or was a officer, director or employee of any Group Company and arising out of or relating pertaining to acts or omissions occurring or existing that occurred at or prior to the Closing Closing. This Section 6.1 shall survive the Closing, and is intended to be for the benefit of, and shall be enforceable by, all Grifols Designees, their respective heirs and personal representatives and shall be binding upon the Company. The obligations of the Company under this Section 6.1 shall not be terminated or modified in such a manner as to adversely affect any indemnitee to whom this Section 6.1 applies without the express written consent of such affected indemnitee. (including b) So long as Grifols is entitled to designate one or more candidates for election or appointment as director of the Company, the Company shall maintain in respect effect in the Articles of acts Incorporation and Bylaws of it or omissions any successor of it the provisions regarding the elimination of liability of directors, indemnification of officers and directors thereof and advancement of reasonable expenses which are, in connection the aggregate, no less advantageous to the intended beneficiaries than the corresponding provisions contained in such organizational documents of the Company as of the date of this Agreement. (c) If the Company or any of their successors or assigns (i) consolidates with this Agreement or merges into any other Person and shall not be the Contemplated Transactions) (a “D&O Indemnifiable Claim”) and continuing or surviving corporation or entity of such consolidation or merger, or (ii) advancetransfers or conveys all or substantially all of their properties and assets to any Person, unconditionally then, and interest-free, to in each such D&O Indemnified Persons all D&O Expenses incurred in connection with any D&O Indemnifiable Claim (including in circumstances where the D&O Indemnifying Party is otherwise entitled to assume the defense of such claim and has assumed such defense) promptly after receipt of statements therefor; provided, however, thatcase, to the extent required by applicable Laws necessary, proper provision shall be made so that cannot the successors and assigns of the Company, as the case may be, shall assume the obligations set forth in this Section 6.1. (d) The rights of Grifols Designees of the Company under this Section 6.1 shall be waived, in addition to any rights such individual may have under the Person to whom D&O Expenses are to be advanced provides an unsecured undertaking to repay such advances to the extent it is ultimately Articles of Incorporation and finally determined by a court of competent jurisdiction that suchBylaws or under any Applicable Law.

Indemnification of Directors and Officers. 8.8.1. For a period of six (6) years after the Closing, Buyer shall not, and shall not permit any Group Company to, amend, repeal or modify any provision in any Organizational Documents of any Group Company relating Reference is made to the exculpation, indemnification or advancement of expenses of any Persons who at any time prior to or at the Closing are or were officers, directors or employees (or their equivalent) of any Group Company (each, a “D&O Indemnified Person”) with respect to acts or omissions existing or occurring at or prior to the Closing (unless and to the extent required by Law), it being the intent Section 16-10a-901 through 16-10a-909 of the parties that all such officersUtah Revised Business Corporation Act, which provides for indemnification of directors and employees of each Group officers in certain circumstances. The Bylaws provide that the Company shall be entitled may voluntarily indemnify any individual made a party to exculpation, indemnification and advancement of expenses to the fullest extent permitted by applicable Law and that no change, modification or amendment of such documents or arrangements may be made that will adversely affect any such Person’s right thereto without the prior written consent of that Person. 8.8.2. In addition to the other rights provided for in this Section 8.8 and not in limitation thereof, from and after the Closing, Buyer shall and shall cause each Group Company (each, a “D&O Indemnifying Party”) to, to the fullest extent permitted by applicable Law and are required by the terms of the Group Companies’ Organizational Documents in effect as of the date hereof, (i) indemnify and hold harmless (and exculpate and release from any liability to Buyer or any Group Company) the D&O Indemnified Persons against all D&O Expenses and all losses, claims, damages, judgments, fines, penalties and amounts paid in settlement (“D&O Losses”) in respect of any threatened, pending or completed Action, whether criminal, civil, administrative or investigative, based on or arising out or relating to the fact that such Person proceeding because he is or was a director, officer, director employee or employee agent of the Company against liability incurred in the proceeding, but only if the Company has authorized the payment in accordance with the applicable statutory provisions of the Utah Revised Business Corporation Act (Sections 16-10a-902, 16-10a-904 and 16-10a-907) and a determination has been made in accordance with the procedures set forth in such provision that such individual conducted himself in good faith, that he reasonably believed his conduct, in his official capacity with the Company, was in its best interests and that his conduct, in all other cases, was at least not opposed to the Company's best interests, and that he had no reasonable cause to believe his conduct was unlawful in the case of any Group Company and arising out of or relating to acts or omissions occurring or existing at or prior to the Closing (including in respect of acts or omissions criminal proceeding. The foregoing indemnification in connection with this Agreement and a proceeding by or in the Contemplated Transactions) (a “D&O Indemnifiable Claim”) and (ii) advance, unconditionally and interest-free, right of the Company is limited to such D&O Indemnified Persons all D&O Expenses reasonable expenses incurred in connection with the proceeding, which expenses may be advanced by the Company. The Company's Bylaws provide that the Company may not voluntarily indemnify a director, officer, employee or agent of the Company in connection with a proceeding by or in the right of the Company in which such individual was adjudged liable to the Company or in connection with any D&O Indemnifiable Claim (including other proceeding charging improper personal benefit to him, whether or not involving action in circumstances where his official capacity, in which he was adjudged liable on the D&O Indemnifying Party is otherwise entitled to assume basis that personal benefit was improperly received by him. The Bylaws provide further that the Company shall indemnify a director, officer, employee or agent of the Company who was wholly successful, on the merits or otherwise, in defense of any proceeding to which he was a party because he is or was such claim and has assumed such defense) promptly after receipt a director, officer, employee or agent, against reasonable expenses incurred by him in connection with the proceeding. The Bylaws further provide that no director of statements therefor; provided, however, that, the Company shall be personally liable to the extent required by applicable Laws that cannot be waivedCompany or its stockholders for monetary damages for any action taken or any failure to take any action, as a director, except liability for (a) the Person to whom D&O Expenses are to be advanced provides an unsecured undertaking to repay such advances to the extent it is ultimately and finally determined amount of a financial benefit received by a court director to which he is not entitled; (b) an intentional infliction of competent jurisdiction harm on the Company or the shareholders; (c) for any action that suchwould result in liability of the director under the applicable statutory provision concerning unlawful distributions; or

Indemnification of Directors and Officers. 8.8.1. For a period of six (6a) years From and after the ClosingEffective Time, Buyer Parent and the Surviving Corporation shall notjointly and severally indemnify, defend and hold harmless each of the Persons set forth in Schedule 8.7 of the Company Disclosure Statement, and shall not permit each of the present and former officers and directors of the Company and any Group Company toof its Subsidiaries, amendformer Subsidiaries and their predecessors, repeal and any Person who is or modify any provision in any Organizational Documents of any Group Company relating to the exculpation, indemnification or advancement of expenses of any Persons who at any time prior to or was serving at the Closing are request of the Company as an officer, director, employee or were officersagent of another Person (collectively, directors the "Indemnified Parties"), against all losses, expenses, claims, damages or employees (or their equivalent) liabilities arising out of any Group Company (each, a “D&O Indemnified Person”) with respect to acts actions or omissions existing or occurring at on or prior to the Closing Effective Time (unless and to including the extent required transactions contemplated by Law), it being the intent of the parties that all such officers, directors and employees of each Group Company shall be entitled to exculpation, indemnification and advancement of expenses this Agreement) to the fullest extent permitted by under applicable Law and that no change, modification or amendment of such documents or arrangements may be made that will adversely affect any such Person’s right thereto without the prior written consent of that Person. 8.8.2. In addition to the other rights provided for in this Section 8.8 and not in limitation thereof, from and after the Closing, Buyer shall (and shall cause each Group Company (eachalso, a “D&O Indemnifying Party”) tosubject to Section 8.7(b), advance expenses as incurred to the fullest extent permitted by under applicable Law Law; PROVIDED THAT, the Person to whom expenses are advanced provides an undertaking reasonably satisfactory to the Company to repay such advances if it is ultimately determined that such Person is not entitled to indemnification); PROVIDED, HOWEVER, that such indemnification shall be provided only to the extent any directors' and are required by the terms officers' liability insurance policy of the Group Companies’ Organizational Documents Company or its Subsidiaries does not provide coverage and actual payment thereunder with respect to the matters that would otherwise be subject to indemnification hereunder (it being understood that Parent or the Surviving Corporation shall, subject to Section 8.7(b), advance expenses on a current basis as provided in this paragraph (a) notwithstanding such insurance coverage to the extent that payments thereunder have not yet been made, in which case Parent or the Surviving Corporation, as the case may be, shall be entitled to repayment of such advances from the proceeds of such insurance coverage). Parent and Surviving Corporation agree that all rights to indemnification, including provisions relating to advances of expenses incurred in defense of any action, suit or proceeding, whether civil, criminal, administrative or investigative (each, a "Claim"), existing in favor of the Indemnified Parties as provided in the Company Charter or By-Laws or pursuant to other agreements, or certificates of incorporation or by-laws or other similar documents of any of the Company's Subsidiaries, as in effect as of the date hereof, (i) indemnify with respect to matters occurring through the Effective Time, shall survive the Merger and hold harmless (shall continue in full force and exculpate and release effect for a period of not less than six years from any liability the Effective Time; PROVIDED, HOWEVER, that all rights to Buyer or any Group Company) the D&O Indemnified Persons against all D&O Expenses and all losses, claims, damages, judgments, fines, penalties and amounts paid in settlement (“D&O Losses”) indemnification in respect of any threatenedClaim asserted, pending made or completed Action, whether criminal, civil, administrative or investigative, based on or arising out or relating to commenced within such period shall continue until the fact that final disposition of such Person is or was a officer, director or employee Claim. The Surviving Corporation shall maintain in effect for not less than six years after the Effective Time the current policies of any Group directors' and officers' liability insurance maintained by the Company and arising out of or relating the Company's Subsidiaries with respect to acts or omissions matters occurring or existing at or prior to the Closing Effective Time; PROVIDED HOWEVER, that in no event shall Parent be required to expend in any one year an amount in excess of 150% of the annual premiums currently paid by the Company for such insurance which the Company represents to be $430,000 for the twelve month period ending May 1, 1999; PROVIDED FURTHER, however, that the Surviving Corporation may substitute therefor policies of at least the same coverage containing terms and conditions which are no less advantageous to the Indemnified Parties with an insurance company or companies, the claims paying ability of which is substantially equivalent to the claims paying ability of the insurance company or companies providing such insurance coverage for directors and officers of Parent. (including in respect b) In the event that any Claim relating hereto or to the transactions contemplated by this Agreement is commenced, before the Effective Time, the parties hereto agree to co-operate and use their respective reasonable efforts to vigorously defend against and respond thereto. Any Indemnified Party wishing to claim indemnification under paragraph (a) of acts Section 8.7, upon learning of any such claim, action, suit, proceeding or omissions investigation, shall promptly notify Parent thereof, whereupon Parent or the Surviving Corporation shall have the right, from and after the Effective Time, to assume and control the defense thereof, and upon such assumption, the Surviving Corporation shall not be liable to such Indemnified Parties for any legal expenses of other counsel or any other expenses subsequently incurred by such Indemnified Parties in connection with this Agreement the defense thereof. Notwithstanding the foregoing, if counsel for the Indemnified Parties advises that there are issues which raise conflicts of interest between Parent or the Surviving Corporation and the Contemplated Transactions) (a “D&O Indemnifiable Claim”) Indemnified Parties, the Indemnified Parties may retain separate counsel and (ii) advance, unconditionally the Surviving Corporation will pay all reasonable documented fees and interest-free, to such D&O Indemnified Persons all D&O Expenses incurred in connection with any D&O Indemnifiable Claim (including in circumstances where the D&O Indemnifying Party is otherwise entitled to assume the defense expenses of such claim and has assumed such defense) promptly after receipt of statements thereforcounsel; provided, however, that, to PROVIDED THAT the extent required by applicable Laws that canSurviving Corporation will not be waivedobligated pursuant to this sentence to pay for more than one firm of counsel for all Indemnified Parties (plus one local counsel in each appropriate jurisdiction for all Indemnified Parties) with respect to any Claim. The Surviving Corporation shall not be liable for any settlement effected without its prior written consent. (c) This Section 8.7 is intended to benefit the Indemnified Parties and shall be binding on all successors and assigns of Parent, Merger Sub and the Person to whom D&O Expenses are to be advanced provides an unsecured undertaking to repay such advances to the extent it is ultimately and finally determined by a court of competent jurisdiction that suchSurviving Corporation.

Indemnification of Directors and Officers. 8.8.1. For a period From the Closing through the sixth (6th) anniversary of six (6) years after the Closing, Buyer the Purchaser shall not, and shall not permit any Group cause the Surviving Company to, amendand the Surviving Company and its Subsidiaries shall, repeal indemnify, defend and hold harmless, to the fullest extent permitted under the Laws governing the Company and its Subsidiaries, each person who was or modify any provision is made a party or threatened to be made a party to or is involved in any Organizational Documents proceeding by reason of any Group Company relating to the exculpation, indemnification fact that such person is or advancement of expenses of any Persons who was at any time prior to the Closing, a director or at officer of the Closing are or were officers, directors or employees (or their equivalent) of any Group Company (each, a “D&O Company Indemnified Person”) with respect to acts ), against all Damages reasonably incurred or omissions existing or occurring suffered by such Company Indemnified Person in connection therewith, whether claimed prior to, at or prior after the Closing. The right to indemnification conferred in this Section 7.2 shall include the right to be paid by each of the Surviving Company and its Subsidiaries actual and reasonable expenses incurred in defending any such proceeding in advance of its final disposition, promptly after receipt of a written claim therefor accompanied by reasonable supporting documentation. Notwithstanding anything to the Closing (unless and to the extent required by Law)contrary set forth herein, it being the intent of the parties that all such officers, directors and employees of each Group Company shall be entitled to exculpation, indemnification and any advancement of expenses to the fullest extent permitted by applicable Law and that no change, modification or amendment a Company Indemnified Person hereby shall be conditioned upon receipt from such Company Indemnified Person of such documents or arrangements may be made that will adversely affect any such Person’s right thereto without the prior written consent of that Person. 8.8.2. In addition to the other rights provided for in this Section 8.8 and not in limitation thereof, from and after the Closing, Buyer shall and shall cause each Group Company (each, a “D&O Indemnifying Party”) to, to the fullest extent permitted by applicable Law and are required by the terms of the Group Companies’ Organizational Documents in effect as of the date hereof, (i) indemnify and hold harmless (and exculpate and release from any liability to Buyer or any Group Company) the D&O Indemnified Persons against all D&O Expenses and all losses, claims, damages, judgments, fines, penalties and amounts paid in settlement (“D&O Losses”) in respect of any threatened, pending or completed Action, whether criminal, civil, administrative or investigative, based on or arising out or relating to the fact that such Person is or was a officer, director or employee of any Group Company and arising out of or relating to acts or omissions occurring or existing at or prior to the Closing (including in respect of acts or omissions in connection with this Agreement and the Contemplated Transactions) (a “D&O Indemnifiable Claim”) and (ii) advance, unconditionally and interest-free, to such D&O Indemnified Persons all D&O Expenses incurred in connection with any D&O Indemnifiable Claim (including in circumstances where the D&O Indemnifying Party is otherwise entitled to assume the defense of such claim and has assumed such defense) promptly after receipt of statements therefor; provided, however, that, to the extent required by applicable Laws that cannot be waived, the Person to whom D&O Expenses are to be advanced provides an unsecured undertaking to repay such advances to the extent amounts if it is ultimately determined in a final and finally determined by non-appealable judgment of a court of competent jurisdiction that suchsuch Company Indemnified Person is not entitled to be indemnified under applicable Law. The limited liability company agreement of the Surviving Company shall contain, and Purchaser shall cause the limited liability company agreement of the Surviving Company to so contain, provisions no less favorable with respect to indemnification, advancement of expenses and exculpation of present and former directors of the Company than are set forth in the certificate of incorporation and bylaws of the Company as of the date of this Agreement. If the Surviving Company or any of its successors or assigns (a) consolidates with or merges with or into any other Person and shall not be the continuing or surviving entity, partnership or other entity of such consolidation or merger or (b) transfers or conveys all or substantially all of its properties and assets to any Person, then, and in each such case, proper provision shall be made so that the successors and assigns of the Company assume the obligations set forth in this Section 7.2. The Company shall purchase prior to the Effective Time a prepaid “tail policy” of at least a six year duration on, or with coverage generally equivalent to, its current directors and officers liability insurance coverage (D&O and FLI Coverage Sections only) at a net cost up to but not exceeding $150,000. Parent and the Surviving Company shall use reasonable best efforts to cause such policy to be maintained in full force and effect, for its full term, and to honor all of its obligations thereunder. Following the Effective Time, the provisions of this Section 7.2 are intended to be for the benefit of, and enforceable by, each Company Indemnified Person and such Company Indemnified Person’s estate, heirs and representatives, and nothing herein shall affect any indemnification rights that any Company Indemnified Person or such Company Indemnified Person’s estate, heirs and representatives may have under the Organizational Documents of the Company or any Law, any Contract or otherwise.

Indemnification of Directors and Officers. 8.8.1. For (a) The certificate of incorporation and the bylaws of the Surviving Corporation shall contain provisions with respect to indemnification, advancement of expenses and director exculpation, as are set forth in the Company Certificate and Company Bylaws as in effect at the date hereof (to the extent consistent with applicable Law), which provisions shall not be amended, repealed or otherwise modified for a period of six (6) years after the Closing, Buyer shall not, and shall not permit any Group Company to, amend, repeal or modify any provision Effective Time in any Organizational Documents manner that would adversely affect the rights thereunder of any Group Company relating to the exculpation, indemnification or advancement of expenses of any Persons persons who at any time prior to the Effective Time were entitled to indemnification, advancement of expenses or at exculpation under the Closing are or were officers, directors or employees (or their equivalent) Company Certificate and Company Bylaws in respect of any Group Company (each, a “D&O Indemnified Person”) with respect to acts actions or omissions existing or occurring at or prior to the Closing Effective Time (including, without limitation, the Transactions), unless and to the extent otherwise required by applicable Law), it being the intent of the parties that all such officers, directors and employees of each Group Company shall be entitled to exculpation, indemnification and advancement of expenses to the fullest extent permitted by applicable Law and that no change, modification or amendment of such documents or arrangements may be made that will adversely affect any such Person’s right thereto without the prior written consent of that Person. 8.8.2. In addition to the other rights provided for in this Section 8.8 and not in limitation thereof, from (b) From and after the ClosingEffective Time and until the expiration of any applicable statutes of limitation, Buyer the Surviving Corporation shall and shall cause each Group Company (eachindemnify, a “D&O Indemnifying Party”) to, to the fullest extent permitted by applicable Law and are required by the terms of the Group Companies’ Organizational Documents in effect as of the date hereof, (i) indemnify defend and hold harmless the present and former officers, directors, employees and agents of the Company and its subsidiaries (and exculpate and release from any liability to Buyer or any Group Companycollectively, the “Indemnified Parties”) the D&O Indemnified Persons against all D&O Expenses and all losses, claims, damages, judgmentsexpenses (including reasonable attorneys’ fees), fines, penalties and liabilities or amounts that are paid in settlement of, or otherwise (“D&O Losses”) ), in respect of connection with any threatenedclaim, pending action, suit, Proceeding or completed Actioninvestigation, whether civil, criminal, civil, administrative or investigative, based on or arising out or relating investigative and including all appeals thereof (a “Claim”) to the fact that such Person which any Indemnified Party is or was may become a party to by virtue of his or her service as a present or former director, officer, director fiduciary or employee of the Company or any Group of its Subsidiaries or his or her serving at the request of the Company or its Subsidiaries as a director, officer, employee, fiduciary or agent of another corporation, partnership, joint venture, trust or other enterprise, and arising out of actual or relating to acts alleged events, actions or omissions occurring or existing alleged to have occurred at or prior to the Closing Effective Time (including in respect including, without limitation, matters related to the negotiation, execution and performance of acts or omissions in connection with this Agreement or consummation of the Transactions), in each case to the fullest extent permitted and provided in the Contemplated TransactionsCompany Certificate and Company Bylaws as in effect at the date hereof and as permitted under the DGCL. (c) Prior to the Effective Time, (i) the Company shall obtain “tail” insurance policies with a “D&O Indemnifiable Claim”claims period of six (6) years from the Effective Time with respect to directors’ and officers’ liability insurance in an amount and scope no less favorable than the existing policy of the Company for claims arising from facts or events that occurred on or prior to the Effective Time at a cost that is reasonable and customary for tail insurance policies with its existing directors’ and officers’ liability policy insurer or an insurer with a comparable insurer financial strength rating as the Company’s existing directors’ and officers’ liability policy insurer; or (ii) advanceif the Company shall not have obtained such tail policy, unconditionally the Surviving Corporation will provide for a period of not less than six (6) years after the Effective Time the directors and interest-freeofficers who are insured under the Company’s directors’ and officers’ insurance policy with an insurance policy that provides coverage for events occurring at or prior to the Effective Time (the “D&O Insurance”) that is not less favorable taken as a whole than the existing policy of the Company or, to such D&O Indemnified Persons all D&O Expenses incurred in connection with any D&O Indemnifiable Claim (including in circumstances where if substantially equivalent insurance coverage is unavailable, the D&O Indemnifying Party is otherwise entitled to assume the defense of such claim and has assumed such defense) promptly after receipt of statements thereforbest available coverage; provided, however, thatthat the Surviving Corporation shall not be required to pay an aggregate premium for the D&O Insurance in excess of 300% of the annual premium currently paid by the Company for such insurance; provided further, however, that if the annual premium of such coverage exceeds such amount, the Surviving Corporation shall use its commercially reasonable efforts to obtain a policy with the greatest coverage available for a cost not exceeding such amount. The Company shall use commercially reasonable efforts to obtain competitive quotes (from insurance providers with comparable ratings) for such insurance coverage in an effort to reduce the cost thereof. (d) The obligations under this Section 6.7 shall not be terminated or modified in such a manner as to affect adversely any Indemnified Party to whom this Section 6.7 applies without the consent of such affected Indemnified Party (it being expressly agreed that the Indemnified Parties to whom this Section 6.7 applies and their respective heirs, successors and assigns shall be express third-party beneficiaries of this Section 6.7). This Section 6.7 shall survive the consummation of the Merger and is intended to be for the benefit of, and shall be enforceable by, the Indemnified Parties referred to herein, their heirs and personal representatives and shall be binding on the Surviving Corporation and its successors and assigns. (e) If the Surviving Corporation or any of its successors or assigns (i) consolidates with or merges into any other Person and shall not be the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers or conveys all or substantially all of its properties and assets to any Person, then, and in each case, to the extent required by applicable Laws necessary, proper provision shall be made so that cannot be waived, the Person to whom D&O Expenses are to be advanced provides an unsecured undertaking to repay such advances to successors and assigns of the extent it is ultimately and finally determined by a court of competent jurisdiction that suchSurviving Corporation shall assume the obligations set forth in this Section 6.7.

Indemnification of Directors and Officers. 8.8.1. (a) From and after the Crosstex Effective Time, New Public Rangers shall indemnify and hold harmless (and advance funds in respect of each of the foregoing), in the same manner as provided by Crosstex or any Subsidiary of Crosstex immediately prior to the Execution Date, each present and former director, manager, officer and employee of Crosstex and its Subsidiaries and each person who served as a director, manager, officer, member, trustee or fiduciary of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise if such service was at the request of Crosstex or any of its Subsidiaries (such persons, in all of their capacities, together with their respective heirs, executors or administrators, collectively, the “Indemnified Parties”), against any costs or expenses (including reasonable attorneys’ fees and expenses and disbursements), judgments, fines, losses, claims, damages or liabilities incurred in connection with any Proceeding, whether civil, criminal, administrative or investigative, arising out of or pertaining to the fact that such Indemnified Party is or was a director, manager, officer or employee of Crosstex or any of its Subsidiaries or a director, manager, officer, member, trustee or fiduciary of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise if such service was at the request of Crosstex or any of its Subsidiaries, whether asserted or claimed prior to, at or after the Crosstex Effective Time (including with respect to acts or omissions by directors, managers or officers of Crosstex or its Subsidiaries in their capacities as such arising in connection with the transactions contemplated by this Agreement), and shall provide advancement of expenses to the Indemnified Parties, in all such cases to the same extent that such persons are indemnified or have the right to advancement of expenses as of the Execution Date by Crosstex pursuant to Crosstex’ Organizational Documents and indemnification agreements, if any, or by any one of Crosstex’ Subsidiaries pursuant to such Subsidiary’s Organizational Documents and indemnification agreements of any Subsidiary of Crosstex, if any, in existence on the Execution Date. (b) For a period of six (6) years after the ClosingCrosstex Effective Time, Buyer New Public Rangers shall not, and shall not permit any Group Company to, amend, repeal or modify any provision maintain in any Organizational Documents of any Group Company relating to effect for the exculpation, indemnification or advancement of expenses of any Persons who at any time prior to or at the Closing are or were officers, directors or employees (or their equivalent) of any Group Company (each, a “D&O Indemnified Person”) with respect to acts or omissions existing or occurring at or prior to the Closing (unless and to the extent required by Law), it being the intent benefit of the parties Indemnified Parties an insurance and indemnification policy with an insurer with the same or better credit rating as the current carrier for Crosstex that all such officers, directors and employees of each Group Company shall be entitled to exculpation, indemnification and advancement of expenses to the fullest extent permitted by applicable Law and that no change, modification or amendment of such documents or arrangements may be made that will adversely affect any such Person’s right thereto without the prior written consent of that Person. 8.8.2. In addition to the other rights provided provides coverage for in this Section 8.8 and not in limitation thereof, from and after the Closing, Buyer shall and shall cause each Group Company (each, a “D&O Indemnifying Party”) to, to the fullest extent permitted by applicable Law and are required by the terms of the Group Companies’ Organizational Documents in effect as of the date hereof, (i) indemnify and hold harmless (and exculpate and release from any liability to Buyer or any Group Company) the D&O Indemnified Persons against all D&O Expenses and all losses, claims, damages, judgments, fines, penalties and amounts paid in settlement (“D&O Losses”) in respect of any threatened, pending or completed Action, whether criminal, civil, administrative or investigative, based on or arising out or relating to the fact that such Person is or was a officer, director or employee of any Group Company and arising out of or relating to acts or omissions occurring or existing at or prior to the Closing Crosstex Effective Time (including in respect of acts or omissions in connection with this Agreement and the Contemplated Transactions) (a “D&O Indemnifiable ClaimInsurance”) covering each such person covered by the officers’ and (ii) advance, unconditionally directors’ liability insurance policy of Crosstex on terms with respect to coverage and interest-free, to such D&O Indemnified Persons all D&O Expenses incurred in connection with any D&O Indemnifiable Claim (including amounts no less favorable in circumstances where the D&O Indemnifying Party is otherwise entitled to assume aggregate than those of Crosstex’ directors’ and officers’ insurance policy in effect on the defense of such claim and has assumed such defense) promptly after receipt of statements thereforExecution Date; provided, however, thatthat New Public Rangers shall not be required to pay an annual premium for the D&O Insurance in excess of 250% of the annual premium currently paid by Crosstex for such coverage; and provided, further, however, that if any annual premium for such insurance coverage exceeds 250% of such annual premium, New Public Rangers shall obtain as much coverage as reasonably practicable for a cost not exceeding such amount. New Public Rangers’ obligations under this Section 6.8(b) may be satisfied by New Public Rangers, or, with the approval (such approval not to be unreasonably withheld) of Devon, Crosstex, purchasing a “tail” policy from an insurer with substantially the same or better credit rating as the current carrier for Crosstex’ existing directors’ and officers’ insurance policy, which (i) has an effective term of six (6) years from the Crosstex Effective Time, (ii) covers each person covered by Crosstex’ directors’ and officers’ insurance policy in effect on the Execution Date or at the Crosstex Effective Time for actions and omissions occurring prior to the extent required Crosstex Effective Time, and (iii) contains terms that are no less favorable in the aggregate than those of Crosstex’ directors’ and officers’ insurance policy in effect on the Execution Date. If such “tail” policy has been obtained by applicable Laws that cannot be waivedCrosstex prior to the Crosstex Effective Time, the Person to whom D&O Expenses are New Public Rangers shall cause such policy to be advanced provides an unsecured undertaking maintained in full force and effect, for its full term, and cause all obligations thereunder to repay be honored by New Public Rangers. (c) The provisions of this Section 6.8 are (i) intended to be for the benefit of, and will be enforceable by, each Indemnified Party and (ii) in addition to, and not in substitution for, any other rights to indemnification or contribution that any such advances to person may have by Contract or otherwise. New Public Rangers shall pay all reasonable out-of-pocket expenses, including reasonable attorneys’ fees, that may be incurred by any Indemnified Party in enforcing the extent indemnity obligations provided in this Section 6.8 unless it is ultimately determined that such Indemnified Party is not entitled to such indemnity. (d) If New Public Rangers, or any of its successors or assigns (i) consolidates with or merges into any other Person and finally determined by a court shall not be the continuing or surviving corporation or entity in such consolidation or merger or (ii) transfers all or substantially all of competent jurisdiction its properties and assets to any Person, then, and in each case, proper provision shall be made so that suchthe successors and assigns of New Public Rangers honor the indemnification obligations set forth in this Section 6.8.

Indemnification of Directors and Officers. 8.8.1. For a period of six (6a) years From and after the ClosingEffective Time, Buyer shall notXxxxx and the Surviving Corporation shall, indemnify, defend and shall not permit any Group Company tohold harmless each person who is now, amend, repeal or modify any provision in any Organizational Documents of any Group Company relating to the exculpation, indemnification or advancement of expenses of any Persons who has been at any time prior to the date of this Agreement or at who becomes prior to the Closing Effective Time, an officer or director of Oak or any of its Subsidiaries (the “Indemnified Parties”) against all losses, claims, damages, costs, expenses, liabilities or judgments or amounts that are or were officers, directors or employees paid in settlement with the approval of the indemnifying party (or their equivalentwhich approval shall not be unreasonably withheld) of or in connection with any Group Company claim, action, suit, proceeding or investigation (each, a “D&O Indemnified PersonProceeding”) with respect based in whole or in part on or arising in whole or in part out of the fact that such person is or was a director, officer or employee of Oak or any of its Subsidiaries, whether pertaining to acts or omissions any matter existing or occurring at or prior to the Closing Effective Time and whether asserted or claimed prior to, or at or after, the Effective Time (unless and “Indemnified Liabilities”) including, without limitation, all losses, claims, damages, costs, expenses, liabilities or judgments based in whole or in part on, or arising in whole or in part out of, or pertaining to this Agreement or the transactions contemplated hereby and, to the extent required by Law), it being the intent of the parties that all such officers, directors and employees of each Group Company shall be entitled to exculpation, indemnification and advancement of expenses to the fullest extent permitted by applicable Law and that no changelaw, modification or amendment shall pay, in advance of such documents or arrangements may be made that will adversely affect the final disposition of any such Person’s right thereto without Proceeding, all reasonable expenses (including attorneys’ fees) incurred by such persons in connection with any such Proceeding. Any Indemnified Party wishing to claim indemnification under this Section 6.15, upon learning of any such claim, action, suit, proceeding or investigation, shall promptly notify Oak, Xxxxx or the prior written consent Surviving Corporation (but the failure so to notify an Indemnifying Party shall not relieve it from any liability which it may have under this Section 6.15 except to the extent such failure prejudices such party), and, in connection with any request for an advancement of that Personexpenses, shall deliver to Oak (or after the Effective Time, Xxxxx and the Surviving Corporation) an undertaking of the type contemplated by Section 145(e) of the DGCL. The Indemnified Parties as a group may retain only one law firm to represent them with respect to each such matter unless there is, under applicable standards of professional conduct, a conflict on any significant issue between the positions of any two or more Indemnified Parties. 8.8.2. In addition to the other rights provided for in this Section 8.8 and not in limitation thereof, from (b) From and after the ClosingEffective Time, Buyer shall the Surviving Corporation and shall cause each Group Company (eachXxxxx will fulfill and honor in all respects the obligations of Oak pursuant to Oak’s Bylaws, a “D&O Indemnifying Party”) to, to the fullest extent permitted by applicable Law and are required by the terms of the Group Companies’ Organizational Documents as in effect as of the date hereof, (i) indemnify and hold harmless (any indemnification agreement between Oak and exculpate any of Oak’ directors and release from any liability to Buyer or any Group Company) officers existing and in force as of the D&O Indemnified Persons against all D&O Expenses date of this Agreement and all losses, claims, damages, judgments, fines, penalties and amounts paid in settlement (“D&O Losses”) in respect of any threatened, pending or completed Action, whether criminal, civil, administrative or investigative, based on or arising out or relating filed as an exhibit to the fact that such Person is or was a officer, director or employee of any Group Company and arising out of or relating to acts or omissions occurring or existing at or Oak SEC Reports. (c) Xxxxx shall obtain prior to the Closing (including and shall thereafter maintain, or cause the Surviving Corporation to maintain, in respect effect a policy or policies of acts or omissions directors and officers liability insurance with coverage substantially comparable to policies in connection with force as of the date of this Agreement (copies of which have been provided to Xxxxx) covering the directors and officers of Oak as of the Contemplated Transactionsdate of this Agreement for a period of not less than six (6) (a “D&O Indemnifiable Claim”) and (ii) advance, unconditionally and interest-free, to such D&O Indemnified Persons all D&O Expenses incurred in connection with any D&O Indemnifiable Claim (including in circumstances where years following the D&O Indemnifying Party is otherwise entitled to assume the defense of such claim and has assumed such defense) promptly after receipt of statements thereforEffective Time; provided, however, thatthat should such comparable coverage be unavailable for an aggregate premium of less than 250% of the aggregate annual premiums currently paid by Oak for such insurance, Xxxxx and/or the Surviving Corporation shall only be required to obtain such lesser coverage as may be obtained for such amount. (d) The provisions of this Section 6.15 are intended to be for the extent required by applicable Laws that canbenefit of, and shall be enforceable by, each Indemnified Party, his or her heirs and representatives, and may not be waivedamended, altered or repealed without the Person to whom D&O Expenses are to be advanced provides an unsecured undertaking to repay such advances to the extent it is ultimately and finally determined by a court written consent of competent jurisdiction that suchany affected Indemnified Party.

Indemnification of Directors and Officers. 8.8.1. For a period of six (6) years after the ClosingSection 6.9.1 Parent and Merger Sub agree that all rights to indemnification, Buyer shall not, and shall not permit any Group Company to, amend, repeal or modify any provision in any Organizational Documents of any Group Company relating to the exculpation, indemnification or advancement of expenses and exculpation by the Company now existing in favor of any Persons each Person who is now, or has been at any time prior to the date hereof or at the Closing are or were officers, directors or employees (or their equivalent) of any Group Company (each, a “D&O Indemnified Person”) with respect to acts or omissions existing or occurring at or who becomes prior to the Closing (unless and to the extent required by Law), it being the intent Effective Time an officer or director of the parties that all such officers, directors Company and employees of its Subsidiaries (each Group Company shall be entitled to exculpation, indemnification and advancement of expenses to the fullest extent permitted by applicable Law and that no change, modification or amendment of such documents or arrangements may be made that will adversely affect any such Person’s right thereto without the prior written consent of that Person. 8.8.2. In addition to the other rights provided for in this Section 8.8 and not in limitation thereof, from and after the Closing, Buyer shall and shall cause each Group Company (each, a an “D&O Indemnifying Indemnified Party”) toas provided in the Company’s Charter Documents, in each case as in effect on the date of this Agreement, or pursuant to any other Contracts in effect on the date hereof and disclosed in Section 6.9 of the Company Disclosure Schedule, shall be assumed by the Surviving Corporation in the Merger, without further action, at the Effective Time and shall survive the Merger and shall remain in full force and effect in accordance with their terms, and, in the event that any proceeding is pending or asserted or any claim made during such period, until the final disposition of such proceeding or claim. Section 6.9.2 For six years after the Effective Time, to the fullest extent permitted by under applicable Law Law, Parent and are required by the terms of the Group Companies’ Organizational Documents in effect as of the date hereofSurviving Corporation shall indemnify, (i) indemnify defend and hold harmless (and exculpate and release from any liability to Buyer or any Group Company) the D&O each Indemnified Persons Party against all D&O Expenses and all losses, claims, damages, judgmentsliabilities, finesfees, penalties expenses, judgments and fines arising in whole or in part out of actions or omissions in their capacity as such occurring at or prior to the Effective Time (including in connection with the transactions contemplated by this Agreement), and shall reimburse each Indemnified Party for any legal or other expenses reasonably incurred by such Indemnified Party in connection with investigating or defending any such losses, claims, damages, liabilities, fees, expenses, judgments and fines as such expenses are incurred, subject to the Surviving Corporation’s receipt of an undertaking by such Indemnified Party to repay such legal and other fees and expenses paid in advance 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 applicable Law; provided, however, that the Surviving Corporation shall not be liable for any settlement effected without the Surviving Corporation’s prior written consent. Section 6.9.3 The Surviving Corporation shall, and Parent shall cause the Surviving Corporation to, (i) maintain in effect for a period of six years after the Effective Time, if available, the current policies of directors’ and officers’ liability insurance maintained by the Company immediately prior to the Effective Time (provided that the Surviving Corporation may substitute therefor policies, of at least the same coverage and amounts paid in settlement (“D&O Losses”) in respect of any threatened, pending or completed Action, whether criminal, civil, administrative or investigative, based on or arising out or relating and containing terms and conditions that are not less advantageous to the fact that such Person is or was a officer, director or employee directors and officers of any Group the Company and its Subsidiaries when compared to the insurance maintained by the Company as of the date hereof), or (ii) obtain as of the Effective Time “tail” insurance policies with a claims period of six years from the Effective Time with at least the same coverage and amounts and containing terms and conditions that are not less advantageous to the directors and officers of the Company and its Subsidiaries, in each case with respect to claims arising out of or relating to acts events which occurred before or omissions occurring or existing at or prior to the Closing Effective Time (including in respect of acts or omissions in connection with the transactions contemplated by this Agreement and the Contemplated Transactions) (a “D&O Indemnifiable Claim”) and (ii) advance, unconditionally and interest-free, to such D&O Indemnified Persons all D&O Expenses incurred in connection with any D&O Indemnifiable Claim (including in circumstances where the D&O Indemnifying Party is otherwise entitled to assume the defense of such claim and has assumed such defense) promptly after receipt of statements thereforAgreement); provided, however, that, that in no event will the Surviving Corporation be required to expend an annual premium for such coverage in excess of one hundred fifty percent (150%) of the last annual premium paid by the Company for such insurance prior to the extent required by applicable Laws that date of this Agreement, which amount is set forth on Section 6.9.3 of the Company Disclosure Schedule (the “Maximum Premium”). If such insurance coverage cannot be waivedobtained at an annual premium equal to or less than the Maximum Premium, the Person Surviving Corporation will obtain, and Parent will cause the Surviving Corporation to obtain, that amount of directors’ and officers’ insurance (or “tail” coverage) obtainable for an annual premium equal to the Maximum Premium. Section 6.9.4 The obligations of Parent and the Surviving Corporation under this Section 6.9 shall survive the consummation of the Merger and shall not be terminated or modified in such a manner as to adversely affect any Indemnified Party to whom D&O Expenses are this Section 6.9 applies without the consent of such affected Indemnified Party (it being expressly agreed that the Indemnified Parties to whom this Section 6.9 applies shall be third party beneficiaries of this Section 6.9, each of whom may enforce the provisions of this Section 6.9). Section 6.9.5 In the event Parent, the Surviving Corporation or any of their respective successors or assigns (i) consolidates with or merges into any other Person and shall not be the continuing or surviving corporation or entity in such consolidation or merger or (ii) transfers all or substantially all of its properties and assets to any Person, then, and in either such case, proper provision shall be made so that the successors and assigns of Parent or the Surviving Corporation, as the case may be, shall assume all of the obligations set forth in this Section 6.9. The agreements and covenants contained herein shall not be deemed to be advanced provides an unsecured undertaking exclusive of any other rights to repay such advances which any Indemnified Party is entitled, whether pursuant to Law, Contract or otherwise. 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 extent Company or its officers, directors and employees, it being understood and agreed that the indemnification provided for in this Section 6.9 is ultimately and finally determined by a court of competent jurisdiction that suchnot prior to, or in substitution for, any such claims under any such policies.

Indemnification of Directors and Officers. 8.8.1. For (a) Purchaser agrees that all rights to indemnification or exculpation (to the extent provided in the certificate of incorporation of the Company) for acts or omissions occurring prior to the Effective Time in favor of the current or former directors, officers or employees of the Company and its Subsidiaries as provided in their respective certificates of incorporation or bylaws shall survive the Merger and shall continue in full force and effect in accordance with their terms for a period of six years from the Effective Time. In addition, until the sixth (66th) years after anniversary of the ClosingEffective Time, Buyer Parent shall not, and shall not permit any Group Company to, amend, repeal or modify any provision cause the Surviving Corporation to maintain in any Organizational Documents of any Group Company relating to the exculpation, indemnification or advancement of expenses of any Persons who at any time prior to or at the Closing are or were officers, directors or employees (or their equivalent) of any Group Company (each, a “D&O Indemnified Person”) effect with respect to acts or omissions existing or matters occurring at or prior to the Closing (unless and Effective Time, to the extent required available at less than 300% of current premiums, the policies of directors' and officers' liability insurance currently maintained by Lawthe Company (or policies substantially similar in amount and coverage) or, in the alternative, may cause similar coverage to be included in Parent's directors' and officers' liability coverage (if available), it being the intent of the parties that all such officers, directors and employees of each Group . The Company shall be entitled not increase, amend or change any rights to exculpation, indemnification and advancement of expenses to the fullest extent permitted by applicable Law and that no change, modification or amendment of such documents or arrangements may be made that will adversely affect any such Person’s right thereto without the prior written consent of that Person. 8.8.2. In addition to the other rights provided for in this Section 8.8 and not in limitation thereof, from and exculpation after the Closing, Buyer shall and shall cause each Group Company (each, a “D&O Indemnifying Party”) to, to the fullest extent permitted by applicable Law and are required by the terms of the Group Companies’ Organizational Documents in effect as of the date hereof, . (ib) indemnify If any claims for indemnification as provided in subparagraph (a) above cannot be satisfied by the Surviving Corporation (through its own means and/or directors' and hold harmless (officers' liability insurance) and exculpate and release from any liability the Surviving Corporation has distributed assets to Buyer Parent or any Group Company) of Parent's Affiliates or has otherwise transferred any assets to or for the D&O Indemnified Persons against all D&O Expenses and all lossesbenefit of Parent or any of Parent's affiliates (whether by loan, claimsasset sale or otherwise), damages, judgments, fines, penalties and amounts paid in settlement (“D&O Losses”) in respect then Parent shall be liable for such unsatisfied indemnification claims to the extent of up to the fair market value of any threatenedsuch distributions or transfers (less, pending in the case of any transfer, the fair market value of any consideration received by the Company in such transfer). (c) If any claim or completed Actionclaims shall, whether criminalsubsequent to the Effective Time and within six years thereafter, civilbe made in writing against any present or former director, administrative officer or investigative, employee of the Company based on or arising 25 29 out or relating of the services of such Person prior to the fact that Effective Time in the capacity of such Person is or was as a officerdirector, director officer or employee of any Group the Company (and arising out of such director, officer or relating to acts or omissions occurring or existing at or prior to the Closing (including in respect of acts or omissions in connection with this Agreement and the Contemplated Transactions) (a “D&O Indemnifiable Claim”) and (ii) advance, unconditionally and interest-free, to such D&O Indemnified Persons all D&O Expenses incurred in connection with any D&O Indemnifiable Claim (including in circumstances where the D&O Indemnifying Party is otherwise entitled to assume the defense employee shall have given Parent written notice of such claim or claims within such six year period), the provisions of subsection (a) of this Section respecting the rights to indemnity for current or former directors, officers or employees under the certificate of incorporation and has assumed bylaws of the Company and its Subsidiaries shall continue in effect until the final disposition of all such defenseclaims. (d) promptly after receipt of statements therefor; provided, however, that, Notwithstanding anything to the extent required by applicable Laws that cancontrary in this Section 7.12, neither Parent nor the Surviving Corporation shall be liable for any settlement effected without its written consent, which shall not be waived, the Person to whom D&O Expenses are to be advanced provides an unsecured undertaking to repay such advances to the extent it is ultimately and finally determined by a court of competent jurisdiction that suchunreasonably withheld.

Indemnification of Directors and Officers. 8.8.1. For a period The Company’s Certificate of six (6) years after the Closing, Buyer shall not, and shall not permit any Group Company to, amend, repeal or modify any provision in any Organizational Documents of any Group Company relating to the exculpation, indemnification or advancement of expenses of any Persons who at any time prior to or at the Closing are or were officers, directors or employees (or their equivalent) of any Group Company (each, a “D&O Indemnified Person”) with respect to acts or omissions existing or occurring at or prior to the Closing (unless and to the extent required by Law), it being the intent of the parties Incorporation provides that all such officers, directors and employees of each Group Company shall be entitled to exculpation, indemnification and advancement of expenses to the fullest extent permitted by applicable Law and that law, no change, modification or amendment of such documents or arrangements may director shall be made that will adversely affect any such Person’s right thereto without the prior written consent of that Person. 8.8.2. In addition personally liable to the other rights provided Company or its stockholders for in this monetary damages for breach of his fiduciary duty as a director. Section 8.8 and not in limitation thereof, from and after the Closing, Buyer shall and shall cause each Group Company (each, a “D&O Indemnifying Party”102(7) to, to the fullest extent permitted by applicable Law and are required by the terms of the Group Companies’ Organizational Documents Delaware Law provides that a corporation may include such a provision in effect as its certificate of the date hereofincorporation, provided that such provision shall not eliminate liability (i) for any breach of a director's duty of loyalty to the Corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the Delaware Law (relating to unlawful payment of dividends and certain other matters) or (iv) for any transaction in which a director derived an improper personal benefit. The General Corporation Law of Delaware, the Company’s state of incorporation, permits the Company to indemnify directors and hold harmless (and exculpate and release from any liability to Buyer or any Group Company) the D&O Indemnified Persons officers in certain circumstances against all D&O Expenses and all losses, claims, damagesexpenses, judgments, fines, penalties fines and amounts paid in settlement (“D&O Losses”) in respect of any threatened, pending or completed Action, whether criminal, civil, administrative or investigative, based on or arising out or relating to the fact that such Person is or was a officer, director or employee of any Group Company and arising out of or relating to acts or omissions occurring or existing at or prior to the Closing (including in respect of acts or omissions in connection with this Agreement legal proceedings in which such persons may be involved due to their positions with the Company, and the Contemplated Transactions) (a “D&O Indemnifiable Claim”) and (ii) advance, unconditionally and interest-free, to advance payment of expenses to such D&O Indemnified Persons all D&O Expenses persons. A director or officer may be indemnified if he acted in good faith and in a manner which he reasonably believed to be in or not opposed to the best interest of the Company, and, with respect to any criminal action or proceeding, he had no reasonable cause to believe that his conduct was unlawful. The Company's Certificate of Incorporation and By-laws require that such persons be indemnified by the Company to the fullest extent authorized by law, and set out a procedure by which these rights may be enforced. To the extent that a director or officer has been successful in the defense of any such action, the Company must indemnify him for his expenses. In the case of partially or wholly unsuccessful defenses, or settlements, a disinterested majority of the Board of Directors, independent legal counsel, or the stockholders may decide if his conduct met the standard set out above and, if it is decided that this standard was met, the Company must indemnify him. If it is decided that his conduct did not meet this standard, or if no decision is made, the director or officer may bring an action to enforce his right to indemnification and, if the court finds that his action did meet the standard, the Company must indemnify him. The Company bears the burden of proof in any such action. However, if a director or officer has been found liable to the Company in an action by or in the right of the Company (such as a stockholders’ derivative suit), indemnification is available only to the extent ordered by the court in which such action was brought. Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Company pursuant to the foregoing provisions, or otherwise, the Company has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Company of expenses incurred or paid by a director, officer or controlling person of the Company in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with any D&O Indemnifiable Claim (including in circumstances where the D&O Indemnifying Party is otherwise entitled to assume the defense of such claim and has assumed such defense) promptly after receipt of statements therefor; provided, however, that, to the extent required by applicable Laws that cannot be waivedsecurities being registered, the Person Company will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to whom D&O Expenses are to be advanced provides an unsecured undertaking to repay such advances to the extent it is ultimately and finally determined by a court of competent appropriate jurisdiction that suchthe question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

Indemnification of Directors and Officers. 8.8.1. For The Companies Act 1981 of Bermuda (the “Companies Act”) requires every officer, including directors, of a period company in exercising powers and discharging duties, to act honestly in good faith with a view to the best interests of six (6) years after the Closing, Buyer shall notcompany, and shall not permit to exercise the care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances. The Companies Act provides that a Bermuda company may indemnify its directors in respect of any Group Company toloss arising or liability attaching to them as a result of any negligence, amenddefault, repeal breach of duty or modify breach of trust of which they may be guilty. However, the Companies Act further provides that any provision provision, whether in the bye-laws of a company or in any Organizational Documents contract between the company and any officer or any person employed by the company as auditor, exempting such officer or person from, or indemnifying him against, any liability which by virtue of any Group Company relating rule of law would otherwise attach to him, in respect of any fraud or dishonesty of which he may be guilty in relation to the exculpationcompany shall be void. The Registrant has adopted provisions in its bye-laws that, indemnification subject to certain exemptions and conditions, require the Registrant to indemnify to the full extent permitted by the Companies Act in the event each person who is involved in legal proceedings by reason of the fact that person is or advancement was a director, officer or resident representative of expenses of any Persons who at any time prior to the Registrant, or is or was serving at the Closing are request of the Registrant as a director, officer, resident representative, employee or were officersagent of another company or of a partnership, directors joint venture, trust or employees (or their equivalent) of any Group Company (eachother enterprise, a “D&O Indemnified Person”) including service with respect to acts or omissions existing or occurring at or prior to the Closing (unless and to the extent required by Law), it being the intent of the parties that all such officers, directors and employees of each Group Company shall be entitled to exculpation, indemnification and advancement of expenses to the fullest extent permitted by applicable Law and that no change, modification or amendment of such documents or arrangements may be made that will adversely affect any such Person’s right thereto without the prior written consent of that Person. 8.8.2. In addition to the other rights provided for in this Section 8.8 and not in limitation thereof, from and after the Closing, Buyer shall and shall cause each Group Company (each, a “D&O Indemnifying Party”) to, to the fullest extent permitted by applicable Law and are required by the terms of the Group Companies’ Organizational Documents in effect as of the date hereof, (i) indemnify and hold harmless (and exculpate and release from any liability to Buyer or any Group Company) the D&O Indemnified Persons an employee benefit plan against all D&O Expenses expense, liability and all losses, claims, damagesloss (including attorneys’ fees, judgments, fines, penalties and amounts paid or to be paid in settlement (“D&O Losses”settlement, and excise taxes or penalties arising under the Employee Retirement Income Security Act of 1974) incurred and suffered by the person in connection therewith. The Registrant is also required under its bye-laws to advance to such persons expenses incurred in defending a proceeding to which indemnification might apply, provided if the Companies Act requires, the recipient provides an undertaking agreeing to repay all such advanced amounts if it is ultimately determined that he is not entitled to be indemnified. In addition, the Registrant’s bye-laws specifically provide that the indemnification rights granted thereunder are non-exclusive. In addition, the Registrant has entered into separate contractual indemnification arrangements with its directors. These arrangements provide for indemnification and the advancement of expenses to these directors in circumstances and subject to limitations substantially similar to those described above. Section 98A of the Companies Act and the Registrant’s bye-laws permit the Registrant to purchase and maintain insurance for the benefit of any officer or director in respect of any threatened, pending loss or completed Action, whether criminal, civil, administrative or investigative, based on or arising out or relating liability attaching to the fact that such Person is or was a officer, director or employee of any Group Company and arising out of or relating to acts or omissions occurring or existing at or prior to the Closing (including him in respect of acts any negligence, default, breach of duty or omissions in connection with this Agreement breach of trust, whether or not the Registrant may otherwise indemnify such officer or director. The Registrant expects to continue to maintain standard policies of insurance that provide coverage (i) to its directors and the Contemplated Transactions) (a “D&O Indemnifiable Claim”) officers against loss arising from claims made by reason of breach of duty or other wrongful act and (ii) advance, unconditionally and interest-free, to the Registrant with respect to indemnification payments that it may make to such D&O Indemnified Persons all D&O Expenses incurred in connection with any D&O Indemnifiable Claim (including in circumstances where the D&O Indemnifying Party is otherwise entitled to assume the defense of such claim directors and has assumed such defense) promptly after receipt of statements therefor; provided, however, that, to the extent required by applicable Laws that cannot be waived, the Person to whom D&O Expenses are to be advanced provides an unsecured undertaking to repay such advances to the extent it is ultimately and finally determined by a court of competent jurisdiction that suchofficers.

Indemnification of Directors and Officers. 8.8.1. For a period (a) After the Effective Time, without releasing any insurance carrier and after exhaustion of six (6) years after all applicable director and liability insurance coverage for Integrity and its directors and officers, FNB shall indemnify, hold harmless and defend the Closingdirectors and officers of Integrity in office on the date hereof or the Effective Time, Buyer shall not, and shall not permit any Group Company to, amend, repeal or modify any provision in any Organizational Documents of any Group Company relating to the exculpation, indemnification or advancement of expenses of any Persons who at any time prior to or at the Closing are or were officers, directors or employees (or their equivalent) of any Group Company (each, a “D&O Indemnified Person”) with respect to acts or omissions existing or occurring at or prior to the Closing (unless and to the same extent required by Law), as it being the intent of the parties that all such officers, indemnifies its own directors and employees of each Group Company shall be entitled to exculpation, indemnification and advancement of expenses to the fullest extent permitted by applicable Law and that no change, modification or amendment of such documents or arrangements may be made that will adversely affect any such Person’s right thereto without the prior written consent of that Person. 8.8.2. In addition to the other rights provided for in this Section 8.8 and not in limitation thereofofficers, from and after the Closing, Buyer shall and shall cause each Group Company (each, a “D&O Indemnifying Party”) to, to the fullest extent permitted by applicable Law and are required by the terms of the Group Companies’ Organizational Documents in effect as of the date hereof, (i) indemnify and hold harmless (and exculpate and release from against any liability to Buyer or any Group Company) the D&O Indemnified Persons against all D&O Expenses and all claims, disputes, demands, causes of action, suits, proceedings, losses, claims, damages, judgmentsliabilities, finesobligations, penalties costs and amounts expenses of every kind and nature including, without limitation, reasonable attorneys’ fees and legal costs and expenses therewith whether known or unknown and whether now existing or hereafter arising which may be threatened against, incurred, undertaken, received or paid by such persons in settlement (“D&O Losses”) in respect of any threatened, pending connection with or completed Action, whether criminal, civil, administrative or investigative, based on or arising out or relating to the fact that such Person is or was a officer, director or employee of any Group Company and arising which arise out of or relating result from or are based upon any action or failure to acts act by such person in the ordinary scope of his duties as a director or omissions occurring or existing at or prior to the Closing officer of Integrity (including service as a director or officer of any Integrity subsidiary or fiduciary of any of the Integrity Plans (as defined in respect of acts or omissions in connection with this Agreement and Section 2.23(a)) through the Contemplated Transactions) (a “D&O Indemnifiable Claim”) and (ii) advance, unconditionally and interest-free, to such D&O Indemnified Persons all D&O Expenses incurred in connection with any D&O Indemnifiable Claim (including in circumstances where the D&O Indemnifying Party is otherwise entitled to assume the defense of such claim and has assumed such defense) promptly after receipt of statements thereforEffective Time; provided, however, thatthat FNB shall not be obligated to indemnify such person for (i) any act not available for statutory or permissible indemnification under North Carolina law, (ii) any penalty, decree, order, finding or other action imposed or taken by any regulatory authority, (iii) any violation or alleged violation of federal or state securities laws to the extent required that indemnification is prohibited by applicable Laws law, or (iv) any claim of sexual or other unlawful harassment, or any form of employment discrimination prohibited by federal or state law; further, provided, however, that can(A) FNB shall have the right to assume the defense thereof and upon such assumption FNB shall not be waivedliable to any director or officer of Integrity for any legal expenses of other counsel or any other expenses subsequently incurred by such director or officer in connection with the defense thereof, except that if FNB elects not to assume such defense or counsel for such director or officer reasonably advises such director or officer that there are issues which raise conflicts of interest between FNB and such director or officer, such director or officer may retain counsel reasonably satisfactory to him, and FNB shall pay the Person reasonable fees and expenses of such counsel, (B) FNB shall not be liable for any settlement effected without its prior written consent, and (C) FNB shall have no obligation hereunder to whom D&O Expenses are to be advanced provides an unsecured undertaking to repay such advances to the extent it is ultimately any director or officer of Integrity when and finally determined by if a court of competent jurisdiction shall determine that suchindemnification of such director or officer in the manner contemplated hereby is prohibited by applicable law. The indemnification provided herein shall be in addition to any indemnification rights an indemnitee may have by law, pursuant to the charter or bylaws of Integrity or any of its subsidiaries or pursuant to any Plan for which the indemnity serves as a fiduciary. (b) From and after the Effective Time, FNB will directly or indirectly cause the persons who served as directors or officers of Integrity at the Effective Time to be covered by Integrity’s existing directors’ and officers’ liability insurance policy (provided that FNB may substitute therefor policies of at least the same coverage in amounts contained and terms and conditions which are not less advantageous than such policy). Such insurance coverage shall commence at the Effective Time and will be provided for a period of no less than three years after the Effective Time. (c) The indemnification provided by this Section 5.5 is the sole indemnification provided by FNB to the directors and officers of Integrity for service in such positions up to and through the Effective Time. This Section 5.5 is intended to create personal rights in the directors and officers of Integrity, who shall be deemed to be third-party beneficiaries hereof. Notwithstanding any other provision of this Agreement, at the Effective Time, the indemnification rights provided herein shall not be extinguished but shall instead survive for a period of three years after the Effective Time.

Indemnification of Directors and Officers. 8.8.1. For a period of six (6a) years after the ClosingAll rights to indemnification, Buyer shall not, and shall not permit any Group Company to, amend, repeal or modify any provision in any Organizational Documents of any Group Company relating to the exculpation, indemnification or advancement of expenses of any Persons who at any time prior to or at the Closing are or were officers, directors or employees (or their equivalent) of any Group Company (each, a “D&O Indemnified Person”) with respect to acts or omissions existing or occurring at or prior to the Closing (unless and to the extent required by Law), it being the intent of the parties that all such officers, directors and employees of each Group Company shall be entitled to exculpation, indemnification exculpation and advancement of expenses existing in favor of those persons who are or were directors and officers of the Company and its subsidiaries (the “Indemnified Persons”) for acts and omissions occurring prior to the fullest extent permitted by applicable Law Effective Time, as provided in the Company Charter Documents (as in effect as of the date of this Agreement) and that no changeas provided in any indemnification agreements between the Company and said Indemnified Persons (as in effect as of the date of this Agreement), modification or amendment of such documents or arrangements may be made that will adversely affect any such Person’s right thereto without shall survive the prior written consent of that Person. 8.8.2. In addition to the other rights provided for in this Section 8.8 and not in limitation thereof, from and after the Closing, Buyer shall Merger and shall be observed and fully complied with by the Surviving Corporation, and Parent shall take all action necessary to cause each Group Company (each, a “D&O Indemnifying Party”) tothe Surviving Corporation to observe such rights, to the fullest extent permitted by applicable Delaware Law and are required by Parent hereby guarantees the terms payment obligations, if any, of the Group Companies’ Organizational Documents Surviving Corporation to the Indemnified Persons pursuant to such rights, subject to applicable Legal Requirements. (b) The obligations of Parent and the Surviving Corporation under this Section 4.10 shall not be terminated or modified in effect such a manner as to adversely affect any Indemnified Person to whom this Section 4.10 applies without the consent of such affected Indemnified Person (it being expressly agreed that the Indemnified Person to whom this Section 4.10 applies shall be third party beneficiaries of this Section 4.10). (c) Parent and the Surviving Corporation shall not amend, repeal or otherwise modify the certificate of incorporation and bylaws of the date hereof, Surviving Corporation in any manner that would adversely affect the rights thereunder of the Indemnified Persons. If Parent or the Surviving Corporation or any of their respective successors or assigns (i) indemnify shall consolidate with or merge into any other corporation or entity and hold harmless (and exculpate and release from any liability to Buyer shall not be the continuing or any Group Company) the D&O Indemnified Persons against all D&O Expenses and all losses, claims, damages, judgments, fines, penalties and amounts paid in settlement (“D&O Losses”) in respect surviving corporation or entity of any threatened, pending such consolidation or completed Action, whether criminal, civil, administrative merger or investigative, based on or arising out or relating to the fact that such Person is or was a officer, director or employee of any Group Company and arising out of or relating to acts or omissions occurring or existing at or prior to the Closing (including in respect of acts or omissions in connection with this Agreement and the Contemplated Transactions) (a “D&O Indemnifiable Claim”) and (ii) advanceshall transfer all or substantially all of its properties and assets to any individual, unconditionally corporation or other entity, then, and interest-freein each such case, proper provisions shall be made so that the successors and assigns of Parent or the Surviving Corporation shall assume all of the obligations of Parent and the Surviving Corporation set forth in this Section 4.10. (d) Prior to the Effective Time, the Company shall purchase an extended reporting period endorsement or “tail” policy under the Company’s existing directors’ and officers’ liability insurance policy to provide those persons who are currently covered by such policy with liability insurance coverage in an amount and scope at least as favorable to such D&O Indemnified Persons all D&O Expenses incurred in connection with any D&O Indemnifiable Claim persons as the Company’s existing coverage for six (including in circumstances where 6) years following the D&O Indemnifying Party is otherwise entitled to assume the defense of such claim and has assumed such defense) promptly after receipt of statements thereforEffective Time; provided, however, thatthat if such “tail” policy is not available at a cost not greater than two hundred percent (200%) of the annual premiums paid as of the date hereof under the Company’s existing coverage (the “Insurance Cap”), then the Company shall obtain as much comparable insurance as can reasonably be obtained in its good faith judgment at a cost up to but not exceeding the extent required by applicable Laws that cannot be waived, the Person to whom D&O Expenses are to be advanced provides an unsecured undertaking to repay such advances to the extent it is ultimately and finally determined by a court of competent jurisdiction that suchInsurance Cap.

Indemnification of Directors and Officers. 8.8.1. 7.1.1 From and after the Effective Time, Real shall cause the Surviving Corporation to indemnify and hold harmless each present and former director and officer of TAVA, determined as of the Effective Time, against any claims, losses, liabilities, damages, judgments, fines, fees, costs or expenses, including, without limitation, attorneys' fees and disbursements incurred in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of or pertaining to matters existing or occurring at or prior to the Effective Time (including, without limitation, the Merger, the preparation, filing and mailing of the Proxy Statement and the other transactions and actions contemplated by this Agreement), whether asserted or claimed prior to, at or after the Effective Time, to the fullest extent that TAVA would have been permitted, under applicable law, indemnification agreements existing on the date hereof, the certificate of incorporation or bylaws of TAVA in effect on the date hereof, to indemnify such person (and the Surviving Corporation shall also advance expenses as incurred to the fullest extent permitted under applicable law provided the 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). 7.1.2 From and after the Effective Time, Real shall cause the subsidiaries of the Surviving Corporation to indemnify and hold harmless each present and former director and officer of the subsidiaries of TAVA, determined as of the Effective Time, against any claims, losses, liabilities, damages, judgments, fines, fees, costs or expenses, including, without limitation, attorneys' fees and disbursements incurred in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of or pertaining to matters existing or occurring at or prior to the Effective Time (including, without limitation, the Merger, the preparation, filing and mailing of the Proxy Statement and the other transactions and actions contemplated by this Agreement), whether asserted or claimed prior to, at or after the Effective Time, to the fullest extent that such subsidiaries of TAVA would have been permitted, under applicable law, indemnification agreements existing on the date hereof, the certificate of incorporation or bylaws of such subsidiaries of TAVA in effect on the date hereof (or, in the event such subsidiaries shall amend their certificate of incorporation or bylaws before the Effective Time, to the fullest extent provided in such amended charter documents up to the maximum indemnification protection otherwise provided under the TAVA certificate of incorporation or bylaws in effect on the date hereof), to indemnify such person (and the subsidiaries of the Surviving Corporation shall also advance expenses as incurred to the fullest extent permitted under applicable law provided the 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). 7.1.3 For a period of six (6) years after the ClosingEffective Time, Buyer Real shall not, and shall not permit any Group Company to, amend, repeal or modify any provision in any Organizational Documents of any Group Company relating cause the Surviving Corporation to the exculpation, indemnification or advancement of expenses of any Persons who at any time prior to or at the Closing are or were officers, directors or employees maintain (or their equivalent) of any Group Company (each, a “D&O Indemnified Person”) with respect to acts or omissions existing or occurring at or prior to the Closing (unless and to the extent required by Law), it being available in the intent of the parties that all such market) in effect a directors' and officers, ' liability insurance policy covering those directors and employees officers of each Group Company shall be entitled TAVA and its subsidiaries who are currently covered by TAVA's directors' and officers' liability insurance policy (a copy of which has been heretofore delivered to exculpation, indemnification Real Holdings) with coverage in amount and advancement of expenses to scope at least as favorable as TAVA's existing coverage (which coverage may also include an endorsement providing tail coverage extending the fullest extent permitted by applicable Law and that no change, modification or amendment of such documents or arrangements period in which claims may be made under such existing policy); provided that will adversely affect any in no event shall Real Holdings be required to expend per year for such Person’s right thereto without the prior written consent coverage more than an aggregate of that Person. 8.8.2. In addition to the other rights provided for in this Section 8.8 and not in limitation thereof, from and after the Closing, Buyer shall and shall cause each Group Company (each, a “D&O Indemnifying Party”) to, to the fullest extent permitted by applicable Law and are required by the terms 200% of the Group Companies’ Organizational Documents current annual premium expended by TAVA to provide such coverage and provided, further, that if the annual premiums of such insurance coverage exceed such amount, Real Holdings shall be obligated to obtain a policy with the best coverage available, in effect as the reasonable judgment of the date hereofboard of directors of Real Holdings, (i) indemnify and hold harmless (and exculpate and release from any liability to Buyer or any Group Company) the D&O Indemnified Persons against all D&O Expenses and all losses, claims, damages, judgments, fines, penalties and amounts paid in settlement (“D&O Losses”) in respect of any threatened, pending or completed Action, whether criminal, civil, administrative or investigative, based on or arising out or relating to the fact that for a cost not exceeding such Person is or was a officer, director or employee of any Group Company and arising out of or relating to acts or omissions occurring or existing at or prior to the Closing (including in respect of acts or omissions in connection with this Agreement and the Contemplated Transactions) (a “D&O Indemnifiable Claim”) and (ii) advance, unconditionally and interest-free, to such D&O Indemnified Persons all D&O Expenses incurred in connection with any D&O Indemnifiable Claim (including in circumstances where the D&O Indemnifying Party is otherwise entitled to assume the defense of such claim and has assumed such defense) promptly after receipt of statements therefor; provided, however, that, to the extent required by applicable Laws that cannot be waived, the Person to whom D&O Expenses are to be advanced provides an unsecured undertaking to repay such advances to the extent it is ultimately and finally determined by a court of competent jurisdiction that suchamount.

Indemnification of Directors and Officers. 8.8.1. (a) For a period of not less than six (6) years from and after the ClosingEffective Time, Buyer the Surviving Corporation shall not(and Parent shall cause the Surviving Corporation to), indemnify and shall not permit hold harmless all past and present directors, officers and employees of the Company and its Subsidiaries and individuals who become such prior to the Effective Time (the “Indemnified Parties”), against all claims, losses, liabilities, damages, judgments, fines and reasonable fees, costs and expenses, including attorneys’ fees and disbursements, incurred in connection with any Group claim, action, suit, proceeding or investigation whether civil, criminal, administrative or investigative, arising out of or pertaining to the fact that the Indemnified Party is or was an officer, director, employee or agent of the Company or any of its subsidiaries, whether asserted or claimed prior to, amendat or after the Effective Time, repeal or modify any provision in any Organizational Documents of any Group Company relating to the exculpation, indemnification or fullest extent permitted by Law. Each Indemnified Party will be entitled to advancement of expenses (including attorneys’ fees) incurred in the defense of any Persons who at any time prior to such claim, action, suit, proceeding or at investigation from each of the Closing are or were officers, directors or employees (or their equivalent) of any Group Company (each, a “D&O Indemnified Person”) with respect to acts or omissions existing or occurring at or prior Parent and the Surviving Corporation to the Closing (unless and fullest extent permitted by Law, provided, however, that any Indemnified Party to whom expenses are advanced provides an undertaking, to the extent required by the DGCL, to repay such advances if it is determined by final determination of a court of competent jurisdiction (which determination is not subject to appeal) that such Indemnified Party is not entitled to indemnification under applicable Law), it being . Any claims for indemnification or advancement made prior to the intent expiration of the parties that all such officerssix year period hereunder shall survive until the final resolution thereof. (b) For a period of not less than six years from and after the Effective Time, directors the certificate of incorporation and employees bylaws of each Group Company the Surviving Corporation shall be entitled contain provisions no less favorable with respect to exculpation, indemnification and advancement of expenses to the fullest extent permitted by applicable Law of directors, officers and that no change, modification or amendment of such documents or arrangements may be made that will adversely affect any such Person’s right thereto without the prior written consent of that Person. 8.8.2. In addition to the other rights provided for in this Section 8.8 and not in limitation thereof, from and after the Closing, Buyer shall and shall cause each Group Company (each, a “D&O Indemnifying Party”) to, to the fullest extent permitted by applicable Law and are required by the terms employees of the Group Companies’ Organizational Documents in effect as of the date hereof, (i) indemnify and hold harmless (and exculpate and release from any liability to Buyer or any Group Company) the D&O Indemnified Persons against all D&O Expenses and all losses, claims, damages, judgments, fines, penalties and amounts paid in settlement (“D&O Losses”) in respect of any threatened, pending or completed Action, whether criminal, civil, administrative or investigative, based on or arising out or relating to the fact that such Person is or was a officer, director or employee of any Group Company and arising out of or relating to acts or omissions occurring or existing for periods at or prior to the Closing Effective Time than are currently set forth in the Company Certificate and the Company Bylaws. The indemnification agreements, if any, in existence on the date of this Agreement with any of the directors, officers or employees of the Company shall continue in full force and effect in accordance with their terms following the Effective Time. (including in respect c) For six years from and after the Effective Time, the Surviving Corporation shall (and Parent shall cause the Surviving Corporation to) maintain for the benefit of acts or omissions in connection with the Company’s directors and officers, as of the date of this Agreement and as of the Contemplated Transactions) Effective Time, an insurance and indemnification policy that provides coverage for events occurring prior to the Effective Time (a the “D&O Indemnifiable ClaimInsurance”) that is substantially equivalent to and in any event not less favorable in the aggregate than the Company’s existing policy (iitrue and complete copies of which have been previously provided to Parent) advanceor, unconditionally and interest-freeif substantially equivalent insurance coverage is unavailable, to such D&O Indemnified Persons all D&O Expenses incurred in connection with any D&O Indemnifiable Claim (including in circumstances where the D&O Indemnifying Party is otherwise entitled to assume the defense of such claim and has assumed such defense) promptly after receipt of statements thereforbest available coverage; provided, however, that, that the Surviving Corporation shall not be required to pay (and Parent shall not be required to cause the Surviving Corporation to pay) an annual premium for the D&O Insurance in excess of 300% of the last annual premium paid prior to the extent required by applicable Laws date of this Agreement (it being understood and agreed that in the event such D&O Insurance cannot be waivedobtained for 300% of such last annual premium or less, in the aggregate, the Surviving Corporation shall remain obligated to provide the greatest D&O Insurance coverage as may be obtained for such amount). The provisions of the immediately preceding sentence shall be deemed to have been satisfied if prepaid policies have been obtained prior to the Effective Time and remain in effect for an aggregate period of six (6) years, which policies provide such directors and officers with coverage for an aggregate period of six (6) years with respect to claims arising from facts or events that occurred on or before the Effective Time, including, without limitation, in respect of the transactions contemplated by this Agreement. If such prepaid policies have been obtained prior to the Effective Time, the Surviving Corporation shall (and Parent shall cause the Surviving Corporation to) maintain such policies in full force and effect, and continue to honor the obligations thereunder or if such policies are terminated or cancelled, obtain alternate D&O Insurance on the terms set forth above. (d) In the event the Surviving Corporation (i) consolidates with or merges into any other Person and shall not be the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers all or substantially all of its properties and assets to any Person, then proper provision shall be made so that such continuing or surviving corporation or entity or transferee of such assets, as the case may be, shall assume the obligations set forth in this Section 5.9. (e) The obligations under this Section 5.9 shall not be terminated or modified in such a manner as to adversely affect in any material respect any indemnitee to whom D&O Expenses are this Section 5.9 applies without the consent of such affected indemnitee (it being expressly agreed that the indemnitees to whom this Section 5.9 applies shall be advanced provides an unsecured undertaking to repay such advances to the extent it is ultimately and finally determined by a court third party beneficiaries of competent jurisdiction that suchthis Section 5.9).

Indemnification of Directors and Officers. 8.8.1. For a period of six (6a) years From and after the ClosingAcceptance Date, Buyer shall noteach of Parent and the Company and, from and shall not permit any Group Company toafter the Effective Time, amendthe Surviving Corporation, repeal or modify any provision in any Organizational Documents of any Group Company relating (i) shall, to the exculpationfullest extent permitted under applicable law, indemnification or advancement of expenses of any Persons who at any time prior to or at indemnify, defend and hold harmless the Closing are or were present and former officers, directors or and employees (or their equivalent) of any Group the Company (eachcollectively, a “D&O the "Indemnified Person”Parties") with respect to acts against all losses, expenses (including reasonable attorneys fees and other expenses of investigation or litigation, including on appeal), claims, damages or liabilities arising out of actions or omissions existing or occurring at or prior to the Closing Effective Time and (unless and ii) shall also advance expenses as incurred, provided that the person to whom expenses are advanced provides, if requested, the undertaking to repay such advances under the circumstances contemplated by the DGCL, all as required or permitted pursuant to the extent required by Law)Certificate of Incorporation, it being the intent of the parties that all such officersBy-Laws, directors and employees of each Group Company shall be entitled to exculpationDGCL or indemnification agreements, indemnification and advancement of expenses to the fullest extent permitted by applicable Law and that no change, modification or amendment of such documents or arrangements may be made that will adversely affect any such Person’s right thereto without the prior written consent of that Person. 8.8.2. In addition to the other rights provided for in this Section 8.8 and not in limitation thereof, from and after the Closing, Buyer shall and shall cause each Group Company (each, a “D&O Indemnifying Party”) to, to the fullest extent permitted by applicable Law and are required by the terms of the Group Companies’ Organizational Documents as in effect as of the date hereofhereof (collectively, the "Company Indemnification Provisions"). The rights of each Indemnified Party hereunder shall be in addition to, and not in limitation of, any other rights such Indemnified Party may have under the Company Indemnification Provisions. With respect to matters occurring through the Effective Time, the Company Indemnification Provisions shall survive the Merger and shall continue in full force and effect indefinitely. (ib) indemnify For a period of five years after the Effective Time, Parent shall cause to be maintained in effect the current policies of directors' and hold harmless officers' liability insurance maintained by the Company and its Subsidiary (and exculpate and release from any liability to Buyer or any Group Company) provided that Parent may substitute therefor policies of at least the D&O Indemnified Persons against all D&O Expenses and all losses, claims, damages, judgments, fines, penalties same coverage and amounts paid in settlement (“D&O Losses”containing terms and conditions that are no less advantageous to the Indemnified Parties, and which coverages and amounts shall be no less than the coverages and amounts provided at that time for Parent's directors and officers) in with respect of any threatened, pending or completed Action, whether criminal, civil, administrative or investigative, based to matters arising on or arising out or relating to before the fact that such Person is or was a officer, director or employee of any Group Company and arising out of or relating to acts or omissions occurring or existing at or prior to the Closing (including in respect of acts or omissions in connection with this Agreement and the Contemplated Transactions) (a “D&O Indemnifiable Claim”) and (ii) advance, unconditionally and interest-free, to such D&O Indemnified Persons all D&O Expenses incurred in connection with any D&O Indemnifiable Claim (including in circumstances where the D&O Indemnifying Party is otherwise entitled to assume the defense of such claim and has assumed such defense) promptly after receipt of statements thereforEffective Time; provided, however, thatthat if the existing current policies expire, are terminated or cancelled during such five-year period, Parent will use its reasonable efforts to obtain as much coverage as can be obtained for the extent required remainder of such period for a premium not in excess (on an annualized basis) of two times the premiums paid by applicable Laws the Company as of the date of this Agreement. (c) Any Indemnified Party intending to seek indemnification under this Section 4.10 with respect to any loss, expense, claim, damage or liability shall promptly notify Parent of such intent, and the nature of the claim, action, suit, proceeding, investigation or other event that canmay give rise thereto promptly after learning of the same, but the failure to so notify Parent shall not relieve Parent of any liability it may have for any such indemnity obligation if such failure does not materially prejudice Parent or the Surviving Corporation. In the event of any such claim, action, suit, proceeding or investigation (whether arising before or after the Effective Time), (i) Parent or the Surviving Corporation shall have the right to assume the defense thereof and neither Parent nor Surviving Corporation shall be waivedliable to any Indemnified Party hereunder for any legal expenses of counsel or any other expenses subsequently incurred by such indemnified party except, if Parent or the Surviving Corporation elects not to assume such defense, any such Indemnified Parties may retain counsel satisfactory to them, and Parent or Surviving Corporation shall pay all reasonable fees and expenses of one firm of counsel for all such Indemnified Parties, (ii) the Indemnified Parties shall cooperate in the defense of any such matter and (iii) neither Parent nor Surviving Corporation shall be liable for any settlement effected without its prior written consent. (d) This Section is intended to benefit the Indemnified Parties and shall be binding on all successors and assigns of Parent, the Person to whom D&O Expenses are to be advanced provides an unsecured undertaking to repay such advances to Company and the extent it is ultimately and finally determined by a court of competent jurisdiction that suchSurviving Corporation.

Indemnification of Directors and Officers. 8.8.1. (a) For a period of six (6) years from the Effective Time, the Certificate of Incorporation and By-laws of the Surviving Corporation shall contain provisions no less favorable with respect to exculpation, indemnification and advancement of expenses than are set forth in the Certificate of Incorporation and By-laws of the Company, which provisions shall not be amended, repealed or otherwise modified for a period of six (6) years from the Effective Time in any manner that would affect adversely the rights thereunder of individuals who, at or prior to the Effective Time, were directors, officers, employees, fiduciaries or agents of the Company or any Subsidiary, unless such modification shall be required by applicable Law and then only to the minimum extent required by applicable Law. (b) After the Effective Time, the Surviving Corporation and Parent shall, to the fullest extent permitted under applicable Law, indemnify and hold harmless, each present and former director, officer, employee, fiduciary and agent of the Company and each Subsidiary (collectively, the “Indemnified Parties”) against all costs and expenses (including attorneys’ fees), judgments, fines, losses, claims, damages, liabilities and settlement amounts paid in connection with any claim, action, suit, proceeding or investigation (whether arising before or after the Effective Time), whether civil, criminal, administrative or investigative, arising out of or pertaining to any action or omission in their capacity as an officer, director, employee, fiduciary or agent, at or prior to the Effective Time, for a period of six (6) years after the Closingdate hereof. In the event of any such claim, Buyer action, suit, proceeding or investigation, (i) the Surviving Corporation and Parent shall notpay, in advance of the final disposition of any such claim, action, suit, proceeding or investigation, the reasonable fees and expenses of counsel selected by the Indemnified Parties, which counsel shall be reasonably satisfactory to the Surviving Corporation, promptly after statements therefor are received; and (ii) the Surviving Corporation and Parent shall cooperate in the defense of any such matter; provided, however, that the Surviving Corporation shall not permit be liable for any Group Company tosettlement effected without its written consent (which consent shall not be unreasonably withheld or delayed); and provided, amendfurther, repeal or modify any provision that the Surviving Corporation shall not be obligated pursuant to this Section 7.7(b) to pay the fees and expenses of more than one counsel for all Indemnified Parties in any Organizational Documents of any Group Company relating single action (other than local counsel) except to the exculpationextent that two or more of such Indemnified Parties shall have conflicting interests in the outcome of such action; and provided, further, that, in the event that any claim for advancement or indemnification is asserted or made within such six (6) year period, all rights to advancement or indemnification in respect of expenses such claim shall continue until the disposition of any Persons who at any time prior to or at such claim. The Surviving Corporation and Parent shall pay all reasonable expenses, including attorneys’ fees, that may be incurred by the Closing are or were Indemnified Parties in successfully enforcing the indemnity and other obligations provided for in this Section 7.7. (c) The Surviving Corporation shall maintain in effect for six (6) years from the Effective Time, if available, the current directors’ and officers, directors or employees (or their equivalent) of any Group ’ liability insurance policies maintained by the Company (each, a “D&O Indemnified Person”) with respect to covering acts or omissions existing or occurring at or prior to the Closing Effective Time with respect to those persons who are currently (unless and any additional persons who prior to the extent required Effective Time become) covered by Law)the Company’s directors’ and officers’ liability insurance policy on terms and scope with respect to such coverage, it being the intent of the parties that all and in amount, not less favorable to such officers, directors and employees of each Group Company shall be entitled to exculpation, indemnification and advancement of expenses to the fullest extent permitted by applicable Law and that no change, modification or amendment individuals than those of such documents or arrangements may be made that will adversely affect any such Person’s right thereto without the prior written consent of that Person. 8.8.2. In addition to the other rights provided for in this Section 8.8 and not in limitation thereof, from and after the Closing, Buyer shall and shall cause each Group Company (each, a “D&O Indemnifying Party”) to, to the fullest extent permitted by applicable Law and are required by the terms of the Group Companies’ Organizational Documents policy in effect as of on the date hereofhereof (provided, that (i) indemnify the Company may, at its election, substitute therefore a single premium tail policy with respect to such directors’ and hold harmless (officers’ liability insurance with policy limits, terms and exculpate and release from any liability to Buyer or any Group Company) conditions at least as favorable in the D&O Indemnified Persons against all D&O Expenses and all losses, claims, damages, judgments, fines, penalties and amounts paid in settlement (“D&O Losses”) in respect of any threatened, pending or completed Action, whether criminal, civil, administrative or investigative, based on or arising out or relating aggregate to the fact that directors and officers covered under such Person is insurance policy as the limits, terms and conditions in the existing policies of the Company, or was a officer(ii) if the Company does not substitute as provided in clause (i) above, director then the Surviving Corporation may substitute therefor policies, issued by an insurer carrier with the same or employee better credit rating as the Company’s current insurance carrier, of any Group Company and arising out of or relating at least the same coverage with respect to acts or omissions matters occurring or existing at or prior to the Closing (Effective Time containing terms and conditions that are not less favorable, including in respect of acts or omissions in connection with this Agreement and the Contemplated Transactions) (a “D&O Indemnifiable Claim”) and (ii) advance, unconditionally and interest-free, to such D&O Indemnified Persons all D&O Expenses incurred in connection with any D&O Indemnifiable Claim (including in circumstances where the D&O Indemnifying Party is otherwise entitled to assume the defense of such claim and has assumed such defense) promptly after receipt of statements therefortail” policy); provided, however, thatthat in no event shall the Surviving Corporation be required to expend pursuant to this Section 7.7(c) more than an amount per year of coverage equal to 200% of current annual premiums paid by the Company for such insurance; provided, however, that in the event of an expiration, termination or cancellation of such current policies, Parent or the Surviving Corporation shall be required to obtain as much coverage as is possible under substantially similar policies for such maximum annual amount in aggregate annual premiums. (d) In the extent required by applicable Laws that canevent the Surviving Corporation or any of its successors or assigns (i) consolidates with or merges into any other Person and shall not be waivedthe continuing or surviving corporation or entity of such consolidation or merger, or (ii) transfers all or substantially all of its properties and assets to any Person, then, and in each such case, proper provision shall be made so that the Person successors and assigns of the Surviving Corporation, or at Parent’s option, Parent, shall assume the obligations set forth in this Section 7.7. (e) Parent shall cause the Surviving Corporation to whom D&O Expenses are to be advanced provides an unsecured undertaking to repay such advances to perform all of the extent it is ultimately and finally determined by a court obligations of competent jurisdiction that suchthe Surviving Corporation under this Section 7.7.

Indemnification of Directors and Officers. 8.8.1The Delaware General Corporation Law (DGCL) and certain provisions of the Registrant’s bylaws under certain circumstances provide for indemnification of the Registrant’s officers, directors and controlling persons against liabilities which they may incur in such capacities. For A summary of the circumstances in which such indemnification is provided for is contained herein, but this description is qualified in its entirety by reference to the Registrant’s bylaws. Section 145 of the DGCL permits a period corporation to indemnify any director, officer, employee or agent of six the corporation against expenses (6including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred in connection with any action, suit or proceeding brought by reason of the fact that such person is or was a director or officer of the corporation, if such person acted in good faith and in a manner that he or she reasonably believed to be in, or not opposed to, the best interests of the corporation, and, with respect to any criminal action or proceeding, if he or she had no reason to believe his or her conduct was unlawful. A similar standard is applicable in the case of derivative actions (i.e., actions brought by or on behalf of the corporation), except that indemnification only extends to expenses (including attorneys’ fees) years after actually and reasonably incurred in connection with the Closing, Buyer shall notdefense or settlement of such action, and shall not permit the statute requires court approval before there can be any Group Company to, amend, repeal or modify any provision in any Organizational Documents of any Group Company relating indemnification where the person seeking indemnification has been found liable to the exculpationcorporation. The statute provides that it is not exclusive of other indemnification that may be granted by a corporation’s certificate of incorporation, bylaws, disinterested director vote, stockholder vote, agreement or otherwise. The Registrant’s bylaws provide for the indemnification described above and requires that any such indemnification only be made by the Registrant upon a determination that the applicable standard of conduct has been met, which determination shall be made (a) by the Board of Directors, by a majority vote of a quorum consisting of directors who were not parties to such action, suit or advancement proceeding, or (b) if such a quorum is not obtainable, or, even if obtainable, if a quorum of disinterested directors so directs, by independent legal counsel in a written opinion, or (c) by the stockholders. The Registrant’s bylaws also authorize the Board of Directors, in its discretion, to pay the expenses of any Persons who at such action in advance of the final disposition of such action upon a written undertaking by such indemnitee to repay such amounts if it shall ultimately be determined that he or she is not entitled to indemnification under the standard set by the DGCL and the Registrant’s bylaws. Section 102(b)(7) of the DGCL permits, and the Registrant’s Amended and Restated Certificate of Incorporation provide, that no director shall be personally liable to the Registrant or its stockholders for monetary damages for such a breach of fiduciary duty as a director, except for liabilities arising: • from any time prior breach of the director’s duty of loyalty to the Registrant or its stockholders; • from acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law; • under Section 174 of the DGCL (unlawful payment of dividend or unlawful stock purchase or redemption); and • from any transaction from which the director derived an improper personal benefit. The Registrant has entered into an indemnification agreement with each of its directors and executive officers. The indemnification agreements provide indemnification to each director or executive officer (the “Indemnitee”) against all expenses, judgments, penalties, fines and amounts paid in settlement actually and reasonably incurred by the Indemnitee, or on his or her behalf if the Indemnitee is, or is threatened to be made, a party to or at participant in any proceeding related to his or her status as a director and/or executive officer of the Closing are Registrant, as long as the Indemnitee acted in good faith and in a manner the Indemnitee reasonably believed to be in or were officersnot opposed to the best interests of the Registrant, directors or employees (or their equivalent) of any Group Company (each, a “D&O Indemnified Person”) and with respect to acts any criminal proceeding, had no reasonable cause to believe the Indemnitee’s conduct was unlawful. For proceedings by or omissions existing in the right of the Registrant, indemnification is provided as set forth above; provided, however, if applicable law so provides, no indemnification against such expenses will be made in respect of any claim, issue or occurring at or prior matter in such proceeding as to which Indemnitee shall have been adjudged to be liable to the Closing (Registrant unless and to the extent required by Law), it being that the intent Court of Chancery of the parties State of Delaware shall determine that all such officers, directors and employees indemnification may be made. Section 145(g) of each Group Company shall be entitled to exculpation, indemnification and advancement of expenses the DGCL grants the power to the fullest extent permitted by applicable Law Registrant to purchase and that no change, modification or amendment of such documents or arrangements may be made that will adversely affect maintain insurance which protects the Registrant’s officers and directors against any such Person’s right thereto without the prior written consent of that Person. 8.8.2. In addition to the other rights provided for in this Section 8.8 and not in limitation thereof, from and after the Closing, Buyer shall and shall cause each Group Company (each, a “D&O Indemnifying Party”) to, to the fullest extent permitted by applicable Law and are required by the terms of the Group Companies’ Organizational Documents in effect as of the date hereof, (i) indemnify and hold harmless (and exculpate and release from any liability to Buyer or any Group Company) the D&O Indemnified Persons against all D&O Expenses and all losses, claims, damages, judgments, fines, penalties and amounts paid in settlement (“D&O Losses”) in respect of any threatened, pending or completed Action, whether criminal, civil, administrative or investigative, based on or arising out or relating to the fact that such Person is or was a officer, director or employee of any Group Company and arising out of or relating to acts or omissions occurring or existing at or prior to the Closing (including in respect of acts or omissions in connection with this Agreement and the Contemplated Transactions) (a “D&O Indemnifiable Claim”) and (ii) advance, unconditionally and interest-free, to such D&O Indemnified Persons all D&O Expenses liabilities incurred in connection with any D&O Indemnifiable Claim (including their service in circumstances where such a position, and such a policy may be obtained by the D&O Indemnifying Party is otherwise entitled to assume the defense of such claim and has assumed such defense) promptly after receipt of statements therefor; provided, however, that, Registrant. A stockholder’s investment may be adversely affected to the extent the Registrant pays the costs of settlement and damage awards against directors and officers as required by applicable Laws these indemnification provisions. At present, there is no pending litigation or proceeding involving any of the Registrant’s directors, officers or employees regarding which indemnification is sought, nor is the Registrant aware of any threatened litigation that cannot may result in claims for indemnification. Insofar as indemnification for liabilities arising under the Securities Act may be waivedpermitted to directors, officers or persons controlling the Registrant pursuant to the foregoing provisions, the Person to whom D&O Expenses are to be advanced provides an unsecured undertaking to repay such advances to Registrant has been informed that, in the extent it opinion of the SEC, this indemnification is ultimately against public policy as expressed in the Securities Act and finally determined by a court of competent jurisdiction that suchis therefore unenforceable.

Indemnification of Directors and Officers. 8.8.1(a) Without limiting any additional rights that any officer, director or employee may have under the Certificate of Incorporation or the Bylaws (or the charter documents of the Company’s Subsidiaries), from the Effective Time through the sixth anniversary of the date on which the Effective Time occurs, Parent shall, and shall cause the Surviving Corporation to, indemnify and hold harmless each current (as of the Effective Time) and each former officer and director of the Company or its Subsidiaries (collectively, the “Indemnified Parties”), from and against any and all claims, losses, liabilities, damages, judgments, inquiries, fines and fees, costs and expenses, including actual attorneys’ fees and disbursements (collectively, “Costs”) incurred in connection with any Proceeding, whether civil, criminal, administrative or investigative, arising out of or pertaining to the fact that the Indemnified Party is or was an officer, director or fiduciary of the Company or the Subsidiaries at or prior to the Effective Time, whether asserted or claimed prior to, at or after the Effective Time, to the fullest extent that the Company would be permitted under applicable Law and required under the Certificate of Incorporation or the Bylaws (or, as relevant, those of the applicable Subsidiary) as at the date hereof. For In the event of any such Proceeding, each Indemnified Party shall be entitled to advancement of expenses incurred in the defense of any Proceeding from Parent or the Surviving Corporation to the fullest extent that the Company would be permitted under applicable Law and the Certificate of Incorporation or the Bylaws (or, as relevant, those of the applicable Subsidiary) as at the date hereof, and in accordance with the terms of the indemnification agreements between the Company and each of the directors and officers of the Company. Notwithstanding anything to the contrary herein (but subject to any superior rights contained in Certificate of Incorporation or the Bylaws (or, as relevant, those of the applicable Subsidiary) or applicable indemnification agreements to which any of the Company or its Subsidiaries is a party), prior to making any payment or advance in respect of the indemnification obligations set forth in this Section 5.9, the Person who is requesting such indemnification or advance shall agree to repay such payments or advances if it is ultimately determined that such Person is not entitled to indemnification. Subject to any superior rights contained in the Certificate of Incorporation or the Bylaws (or, as relevant, those of the applicable Subsidiary) or applicable indemnification agreements to which any of the Company or its Subsidiaries is a party, no Indemnified Party shall settle, compromise or consent to the entry of any judgment in any threatened or actual Proceeding for which indemnification could be sought by an Indemnified Party hereunder unless Parent consents in writing to such settlement, compromise or consent (which consent shall not be unreasonably withheld, conditioned or delayed). (b) Except as may be required by applicable Law, Parent and the Company agree that for a period of six (6) years after from the ClosingEffective Time, Buyer shall not, all rights to indemnification and shall not permit any Group Company to, amend, repeal or modify any provision in any Organizational Documents of any Group Company relating to the exculpation, indemnification or advancement of expenses of any Persons who at any time prior to or at the Closing are or were officers, directors or employees (or their equivalent) of any Group Company (each, a “D&O Indemnified Person”) with respect to exculpation from liabilities for acts or omissions existing or occurring at or prior to the Closing (unless Effective Time and rights to the extent required by Law), it being the intent of the parties that all such officers, directors and employees of each Group Company shall be entitled to exculpation, indemnification and advancement of expenses to relating thereto now existing in favor of any Indemnified Party as provided in the fullest extent permitted by Certificate of Incorporation or the Bylaws (or, as relevant, those of the applicable Law Subsidiary) or in any indemnification agreement between such Indemnified Party and the Company or the Subsidiaries shall survive the Merger and continue in full force and effect, and for a period of six years from the Effective Time shall not be amended, repealed or otherwise modified in any manner that no change, modification or amendment of such documents or arrangements may be made that will would adversely affect any right thereunder of any such Person’s right thereto without the prior written consent of that PersonIndemnified Party. 8.8.2. In addition (c) Prior to the other rights provided Effective Time, Parent shall pay for in this Section 8.8 and not in limitation thereofcause to be obtained, from and after to be effective at the ClosingEffective Time, Buyer shall and shall cause each Group Company (eachone or more prepaid “tail” insurance policies for the Persons who, a “D&O Indemnifying Party”) to, to the fullest extent permitted by applicable Law and are required by the terms of the Group Companies’ Organizational Documents in effect as of the date hereof, (i) indemnify are covered by the Company’s and hold harmless (its Subsidiaries’ existing directors’ and exculpate and release from any liability to Buyer or any Group Company) the D&O Indemnified Persons against all D&O Expenses and all losses, claims, damages, judgments, fines, penalties and amounts paid in settlement officers’ insurance policies (“D&O LossesInsurance”), with a claims period of at least six years from the Effective Time with terms and conditions (including scope and coverage amounts) in respect of any threatenedthat are, pending taken as a whole, at least as favorable as the Company’s and its Subsidiaries’ existing D&O Insurance, for claims arising from facts or completed Action, whether criminal, civil, administrative or investigative, based on or arising out or relating to the fact events that such Person is or was a officer, director or employee of any Group Company and arising out of or relating to acts or omissions occurring or existing occurred at or prior to the Closing Effective Time, covering without limitation the transactions contemplated hereby; provided, that the maximum aggregate premium for such “tail” insurance policies that Parent shall be required to expend shall not exceed three hundred percent (including 300%) of the annual D&O Insurance premium for the Company’s and its Subsidiaries’ current fiscal year, which annual premiums are set forth in Section 5.9(c) of the Company Disclosure Letter; and if such amount is not sufficient to purchase insurance in such maximum amount, then Parent shall purchase such amount of insurance with the best available coverage as can be purchased for an aggregate amount that is equal to three hundred percent (300%) of the annual premium for such policies for the Company’s and its Subsidiaries’ current fiscal year. Parent shall cause the Surviving Corporation to comply with its obligations under such policies for the full term of at least six years. (d) Notwithstanding anything herein to the contrary, if any Proceeding (whether arising before, at or after the Effective Time) with respect to which an Indemnified Party is entitled to indemnification is instituted against any Indemnified Party on or prior to the sixth anniversary of acts the Effective Time, then the provisions of this Section 5.9 shall continue in effect until the final disposition of such Action. (e) The indemnification provided for herein shall not be deemed exclusive of any other rights to which an Indemnified Party is entitled, whether pursuant to Law, Contract or omissions in connection with otherwise. The provisions of this Section 5.9 shall survive the consummation of the Merger and, notwithstanding any other provision of this Agreement that may be to the contrary, expressly are intended to benefit, and shall be enforceable by, each of the Contemplated TransactionsIndemnified Parties and their respective heirs and legal representatives. (f) In the event that the Surviving Corporation or Parent or any of their respective successors or assigns (a “D&O Indemnifiable Claim”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) advancetransfers or conveys all or substantially all of its properties and assets to any Person, unconditionally then, and interest-freein each such case, to such D&O Indemnified Persons all D&O Expenses incurred in connection with any D&O Indemnifiable Claim (including in circumstances where proper provision shall be made so that the D&O Indemnifying Party is otherwise entitled to assume successors and assigns of the defense of such claim and has assumed such defense) promptly after receipt of statements therefor; providedSurviving Corporation or Parent, howeveras the case may be, that, shall succeed to the extent required by applicable Laws that cannot be waived, the Person to whom D&O Expenses are to be advanced provides an unsecured undertaking to repay such advances to the extent it is ultimately and finally determined by a court of competent jurisdiction that suchobligations set forth in this Section 5.9.

Indemnification of Directors and Officers. 8.8.1. For 7.1 To the fullest extent permitted by the DGCL, as the same exists or as may hereafter be amended, a period person who serves as a director of six (6) years after the Closing, Buyer shall not, and Corporation shall not permit any Group Company to, amend, repeal or modify any provision in any Organizational Documents of any Group Company relating be personally liable to the exculpationCorporation or its stockholders for monetary damages for breach of fiduciary duty as a director. If the DGCL is amended to authorize corporate action further eliminating or limiting the personal liability of directors, indemnification or advancement then the liability of expenses of any Persons who at any time prior to or at the Closing are or were officers, directors or employees (or their equivalent) of any Group Company (each, a “D&O Indemnified Person”) with respect to acts or omissions existing or occurring at or prior to the Closing (unless and to the extent required by Law), it being the intent director of the parties that all such officers, directors and employees of each Group Company Corporation shall be entitled to exculpation, indemnification and advancement of expenses eliminated or limited to the fullest extent permitted by applicable Law and that no changethe DGCL, as so amended. Any repeal or modification or amendment of such documents or arrangements may be made that will this Section 7.1 shall not adversely affect any right or protection of a director of the Corporation with respect to events occurring prior to the time of such Person’s right thereto without the prior written consent of that Personrepeal or modification. 8.8.2. In addition to the other rights provided for in this Section 8.8 and not in limitation thereof, from and after the Closing, Buyer shall and shall cause each Group Company (each, a “D&O Indemnifying Party”) to, to 7.2 To the fullest extent permitted by applicable Law and are required by the terms DGCL, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the Group Companies’ Organizational Documents in effect as of extent that such amendment permits the date hereofCorporation to provide broader indemnification rights than such law permitted the Corporation to provide prior to such amendment), (i) the Corporation shall indemnify and hold harmless (and exculpate and release from any liability person who was or is a party or is threatened to Buyer or any Group Company) the D&O Indemnified Persons against all D&O Expenses and all losses, claims, damages, judgments, fines, penalties and amounts paid in settlement (“D&O Losses”) in respect of be made a party to any threatened, pending or completed Actionaction, suit or proceeding, whether civil, criminal, civil, administrative or investigative, based on or arising out or relating to investigative by reason of the fact that such Person he or she is or was a director or officer of the Corporation, or while serving as a director or officer of the Corporation, is or was serving at the request of the Corporation as an employee or agent of the Corporation or as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise (including a subsidiary of the Corporation) (any person in such a position, an “Indemnified Person”), whether the basis of such action, suit or proceeding is alleged action in an official capacity as a director or employee officer of the Corporation or in any Group Company and arising out other capacity while serving as a director or officer of or relating to acts or omissions occurring or existing at or prior to the Closing Corporation, against expenses (including attorneys’ fees), judgments, fines, losses and amounts paid in respect of acts settlement actually and reasonably incurred by him or omissions her in connection with this Agreement such action, suit or proceeding if such Indemnified Person acted in good faith and in a manner such Indemnified Person reasonably believed to be in or not opposed to the Contemplated Transactions) (a “D&O Indemnifiable Claim”) and (ii) advancebest interests of the Corporation, unconditionally and interest-freeand, with respect to any criminal action or proceeding, had no reasonable cause to believe such D&O Indemnified Persons all D&O Expenses incurred in connection with any D&O Indemnifiable Claim (including in circumstances where the D&O Indemnifying Party is otherwise entitled to assume the defense of such claim and has assumed such defense) promptly after receipt of statements thereforPerson’s conduct was unlawful; provided, however, that, except as provided in Section 7.9 of these Bylaws with respect to proceedings to enforce rights to indemnification or advancement, the Corporation shall indemnify any such Indemnified Person in connection with a proceeding (or part thereof) initiated by such Indemnified Person only if such proceeding (or part thereof) was authorized by the Board of Directors. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the Indemnified Person did not act in good faith and in a manner which he or she reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that his or her conduct was unlawful. 7.3 The Corporation hereby acknowledges that an Indemnified Person may have certain rights to other indemnification, advancement of expenses and/or insurance from persons other than the Corporation (collectively, the “Other Indemnitors”). The Corporation hereby agrees that with respect to any and all expenses (including attorneys’ fees), judgments, fines, losses and amounts paid in settlement arising by reason of the fact that such Indemnified Person is or was an Indemnified Person, (a) that the Corporation is the indemnitor of first resort (i.e., its obligations to an Indemnified Person are primary and any obligation of the Other Indemnitors to advance expenses, provide indemnification or otherwise pay for the same amounts incurred by such Indemnified Person are secondary), (b) that the Corporation shall be required to advance the full amount of expenses incurred by an Indemnified Person in accordance with this Article VII and shall be liable for the full amount of all amounts to the extent legally permitted and as required by applicable Laws the terms of these Bylaws (or any other agreement between the Corporation and an Indemnified Person), without regard to any rights an Indemnified Person may have against the Other Indemnitors, and (c) that cannot be waivedthe Corporation irrevocably waives, relinquishes and releases the Other Indemnitors from any and all claims against the Other Indemnitors for contribution, subrogation or any other recovery of any kind in respect thereof. The Corporation further agrees that no advancement or payment by the Other Indemnitors on behalf of an Indemnified Person with respect to whom D&O Expenses are any claim for which such Indemnified Person has sought indemnification or advancement from the Corporation shall affect the foregoing and the Other Indemnitors shall have a right of contribution and/or to be advanced provides subrogated to the extent of such advancement or payment to all of the rights of recovery of such Indemnified Person against the Corporation. The Corporation and each Indemnified Person agree that the Other Indemnitors are express third party beneficiaries of the terms of this Article VII. 7.4 Expenses (including attorneys’ fees) incurred by an unsecured Indemnified Person in defending any civil, criminal, administrative or investigative action, suit or proceeding referenced in Section 7.12 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 such Indemnified Person to repay such advances amount if it shall ultimately be determined that he or she is not entitled to be indemnified by the Corporation. The rights to indemnification and advancement of expenses conferred by this Section 7.4 shall be contract rights and such rights shall continue as to an Indemnified Person who has ceased to be a director or officer of the Corporation and shall inure to the benefit of his or her heirs, executors and administrators. 7.5 For purposes of any determination under this Article VII, a person shall be deemed to have acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the Corporation, or, with respect to any criminal action or proceeding, to have had no reasonable cause to believe such person’s conduct was unlawful, if such person’s action is based on the records or books of account of the Corporation or another enterprise, or on information supplied to such person by the officers of the Corporation or another enterprise in the course of their duties, or on the advice of legal counsel for the Corporation or another enterprise or on information or records given or reports made to the Corporation or another enterprise by an independent certified public accountant or by an appraiser or other expert selected with reasonable care by the Corporation or another enterprise. The provisions of this Section 7.5 not be deemed to be exclusive or to limit in any way the circumstances in which a person may be deemed to have met the applicable standard of conduct set forth in this Article VII. 7.6 Any repeal or amendment of this Article VII or by changes in the DGCL, or the adoption of any other provision of the Certificate of Incorporation or these Bylaws inconsistent with this Article VII, shall, unless otherwise required by the DGCL, be prospective only (except to the extent such amendment or change in law permits the Corporation to provide broader indemnification or advancement rights on a retroactive basis than permitted prior thereto), and shall not in any way diminish or adversely affect any right or protection existing at the time of such repeal or amendment or adoption of such inconsistent provision in respect of any proceeding (regardless of when such proceeding is first threatened, commenced or completed) arising out of or related to any act or omission occurring prior to such repeal or amendment or adoption of such inconsistent provision. 7.7 The indemnification and advancement of expenses provided by, or granted pursuant to this Article VII shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under any bylaw, agreement, vote of stockholders or disinterested directors or otherwise, both as to action in his or her official capacity and as to action in another capacity while holding such office. 7.8 The Corporation shall have power to purchase and maintain insurance on behalf of any person who is or was an Indemnified Person against any liability asserted against him or her and incurred by him or her in any such capacity, or arising out of his or her status as such, whether or not the Corporation would have the power to indemnify him or her against such liability under the provisions of this Article VII. 7.9 If a claim under Section 7.2 or 7.4 of these Bylaws is not paid in full by the Corporation within sixty (60) days after a written claim has been received by the Corporation, except in the case of a claim for an advancement of expenses, in which case the applicable period shall be twenty (20) days, the Indemnified Person may at any time thereafter bring suit against the Corporation to recover the unpaid amount of the claim. To the fullest extent permitted by the DGCL, if successful in whole or in part in any such suit, or in a suit brought by the Corporation to recover an advancement of expenses, the Indemnified Person shall be entitled to be paid also the expense of prosecuting or defending such suit. In (a) any suit brought by the Indemnified Person to enforce a right to indemnification hereunder (but not in a suit brought by the Indemnified Person to enforce a right to an advancement of expenses) it shall be a defense that, and (b) in any suit brought by the Corporation to recover an advancement of expenses, the Corporation shall be entitled to recover such expenses only upon a final adjudication that, the Indemnified Person has not met any applicable standard for indemnification set forth in the DGCL. Neither the failure of the Corporation (including its directors who are not parties to such action, a committee of such directors, independent legal counsel, or its stockholders) to have made a determination prior to the commencement of such suit that indemnification of the Indemnified Person is ultimately proper in the circumstances because the Indemnified Person has met the applicable standard of conduct set forth in the DGCL, nor an actual determination by the Corporation (including its directors who are not parties to such action, a committee of such directors, independent legal counsel, or its stockholders) that the Indemnified Person has not met such applicable standard of conduct, shall create a presumption that the Indemnified Person has not met the applicable standard of conduct or, in the case of such a suit brought by the Indemnified Person, be a defense to such suit. In any suit brought by the Indemnified Person to enforce a right to indemnification or to an advancement of expenses hereunder, or brought by the Corporation to recover an advancement of expenses, the burden of proving that the Indemnified Person is not entitled to be indemnified, or to such advancement of expenses, under this Article VII or otherwise shall be on the Corporation. 7.10 For purposes of this Article VII, references to “other enterprises” shall include employee benefit plans; references to “fines” shall include any excise taxes assessed on a person with respect to any employee benefit plan; and finally determined references to “serving at the request of the Corporation” shall include any service which imposes duties on, or involves services by, the Indemnified Person with respect to an employee benefit plan, its participants or beneficiaries; and a person who acted in good faith and in a manner he or she reasonably believed to be in the interest of the participants and beneficiaries of an employee benefit plan shall be deemed to have acted in a manner “not opposed to the best interests of the Corporation” as referred to in this Article VII. 7.11 The indemnification and advancement of expenses provided by, or granted pursuant to, this Article VII shall continue as to a person who has ceased to be an Indemnified Person and shall inure to the benefit of the heirs, executors and administrators of such a person. 7.12 The Corporation may, to the extent authorized from time to time by a court the Board of competent jurisdiction that suchDirectors, grant rights to indemnification and to the advancement of expenses to any employee or agent of the Corporation to the fullest extent of the provisions of this Article VII with respect to the indemnification and advancement of expenses of Indemnified Persons.

Indemnification of Directors and Officers. 8.8.1(a) From and after the Closing, Parent will cause the Surviving Entity to fulfill and honor in all respects the obligations of Company pursuant to any indemnification provision under the Company’s Articles of Incorporation and the Company’s Bylaws on the date of this Agreement (the persons to be indemnified pursuant to the provisions referred to in this Section 7.11(a) shall be referred to as, collectively, the “Indemnified Parties”). For The Articles of Organization and Operating Agreement of the Surviving Entity shall contain the provisions with respect to indemnification and exculpation from liability set forth in the Company’s Articles of Incorporation and the Company’s Bylaws on the date of this Agreement, which provisions shall not be amended, repealed or otherwise modified for a period of six years after the Closing in any manner that would adversely affect the rights thereunder of any Indemnified Party. (6b) Without limiting the provisions of Section 7.11(a), during the period ending six years after the Closing, Buyer shall not, and shall not permit any Group Company to, amend, repeal or modify any provision in any Organizational Documents of any Group Company relating to the exculpation, indemnification or advancement of expenses of any Persons who at any time prior to or at the Closing are or were officers, directors or employees (or their equivalent) of any Group Company (each, a “D&O Indemnified Person”) with respect to acts or omissions existing or occurring at or prior to the Closing (unless and to the extent required by Law), it being the intent of the parties that all such officers, directors and employees of each Group Company shall be entitled to exculpation, indemnification and advancement of expenses to the fullest extent permitted by applicable Law and that no change, modification or amendment of such documents or arrangements may be made that Parent will adversely affect any such Person’s right thereto without the prior written consent of that Person. 8.8.2. In addition to the other rights provided for in this Section 8.8 and not in limitation thereof, from and after the Closing, Buyer shall and shall cause each Group Company (each, a “D&O Indemnifying Party”) to, to the fullest extent permitted by applicable Law and are required by the terms of the Group Companies’ Organizational Documents in effect as of the date hereof, (i) indemnify and hold harmless (each Indemnified Party against and exculpate and release from any liability to Buyer costs or any Group Company) the D&O Indemnified Persons against all D&O Expenses and all expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages, judgments, fines, penalties liabilities and amounts paid in settlement (“D&O Losses”) in respect of connection with any threatenedclaim, pending action, suit, proceeding or completed Actioninvestigation, whether civil, criminal, civil, administrative or investigative, based on or arising out or relating to the fact that extent such Person is claim, action, suit, proceeding or was a officer, director or employee of any Group Company and arising investigation arises out of or relating pertains to acts (1) any action or omissions occurring omission or existing at alleged action or omission in his or her capacity as a director or officer of the Company (regardless of whether such action or omission, or alleged action or omission, occurred prior to to, on or after the Closing Date) or (including in respect 2) any of acts or omissions in connection with the transactions contemplated by this Agreement and the Contemplated Transactions) (a “D&O Indemnifiable Claim”) and (ii) advance, unconditionally and interest-free, to such D&O Indemnified Persons all D&O Expenses incurred in connection with any D&O Indemnifiable Claim (including in circumstances where the D&O Indemnifying Party is otherwise entitled to assume the defense of such claim and has assumed such defense) promptly after receipt of statements thereforAgreement; provided, however, that if, at any time prior to the sixth anniversary of the Closing, any Indemnified Party delivers to Parent a written notice asserting a claim for indemnification under this Section 7.11(b), then the claim asserted in such notice shall survive the sixth anniversary of the Closing until such time as such claim is fully and finally resolved. In the event of any such claim, action, suit, proceeding or investigation, (i) Parent will have the right to control the defense thereof after the Closing (it being understood that, by electing to control the defense thereof, Parent will be deemed to have waived any right to object to the extent required Indemnified Parties’ entitlement to indemnification hereunder with respect thereto), (ii) any counsel retained by the Indemnified Parties with respect to the defense thereof for any period after the Closing must be reasonably satisfactory to Parent and (iii) after the Closing, Parent will pay the reasonable fees and expenses of such counsel, promptly after statements therefor are received (provided that in the event that any Indemnified Party is not entitled to indemnification hereunder, any amounts advanced on his or her behalf shall be remitted to the Surviving Entity); provided, however, that neither Parent nor the Surviving Entity nor any Indemnified Party will be liable for any settlement effected without its express written consent. The Indemnified Parties as a group may retain only one law firm (in addition to local counsel) to represent them with respect to any single action unless counsel for any Indemnified Party determines in good faith that, under applicable Laws standards of professional conduct, a conflict exists or is reasonably likely to arise on any material issue between the positions of any two or more Indemnified Parties. Notwithstanding anything to the contrary contained in this Section 7.11(b) or elsewhere in this Agreement, Parent agrees that canit will not settle or compromise or consent to the entry of any judgment or otherwise seek termination with respect to any claim, action, suit, proceeding or investigation for which indemnification may be waivedsought under this Agreement unless such settlement, compromise, consent or termination includes an unconditional release of all Indemnified Parties from all liability arising out of such claim, action, suit, proceeding or investigation. (c) For a period of six years after the Closing, the Person to whom D&O Expenses are Surviving Entity shall cause to be advanced provides maintained in effect, for the benefit of all persons covered thereby, the current policy of directors’ and officers’ and fiduciary liability insurance maintained by the Company (provided that the Surviving Entity may substitute therefor a policy of at least the same coverage and amounts containing terms and conditions which are no less advantageous to former officers and directors of the Company) only with respect to claims arising from facts or events which occurred at or before the Closing; provided, however, that in no event shall the Surviving Entity be required to expend pursuant to this Section 7.11 more than an unsecured undertaking aggregate amount equal to repay $18,000 (the “Maximum Amount”). If the amount of the aggregate premiums necessary to maintain or procure such advances insurance coverage exceeds the Maximum Amount, the Surviving Entity during such six-year period shall maintain or procure as much coverage as possible for aggregate premiums not to exceed the extent it is ultimately Maximum Amount. (d) Parent and finally determined the Surviving Entity jointly and severally agree to pay all expenses, including attorneys’ fees, that may be incurred by a court of competent jurisdiction that suchthe Indemnified Parties in enforcing the indemnity and other obligations provided for in this Section 7.12.

Indemnification of Directors and Officers. 8.8.1. For a period of six (6a) years after The Purchasers and the Closing, Buyer shall not, and shall not permit any Group Company to, amend, repeal or modify any provision in any Organizational Documents of any Group Company relating to the exculpation, indemnification or advancement of expenses of any Persons who at any time prior to or at the Closing are or were officers, directors or employees (or their equivalent) of any Group Company (each, a “D&O Indemnified Person”) with respect to acts or omissions existing or occurring at or prior to the Closing (unless and to the extent required by Law), it being the intent of the parties agree that all such officers, directors and employees of each Group Company shall be entitled rights to exculpation, indemnification and advancement of expenses now existing and described in the Disclosure Letter, in favor of the current or former directors, officers or employees, as the case may be, of the Company or its Subsidiaries as provided in their respective Estatutos or in any agreement to which the Company or any of its Subsidiaries is a party, shall survive the consummation of the transactions contemplated by this Agreement and shall continue in full force and effect. For a period of six years from the Tender Offer Settlement Date, the Company shall, and the Purchasers shall cause the Company to, maintain in effect the exculpation, indemnification and advancement of expenses provisions of the Company’s and any of its Subsidiary’s certificate of incorporation and by-laws or similar organization documents in effect immediately prior to the execution of this Agreement or in any indemnification agreements of the Company or its Subsidiaries with any of their respective directors, officers or employees in effect immediately prior to execution of this Agreement, and shall not amend, repeal or otherwise modify any such provisions in any manner that would adversely affect the rights thereunder of any individuals who immediately before the execution of this Agreement were current or former directors, officers or employees of the Company or any of its Subsidiaries; provided, however, that all rights to indemnification in respect of any action, claim, suit, proceeding or investigation, whether civil, criminal, administrative or investigative (an “Action”) pending or asserted or any claim made within such period shall continue until the disposition of such Action or resolution of such claim. (b) The Company shall, to the fullest extent permitted under applicable Law, indemnify and hold harmless (and advance funds in respect of each of the foregoing) each current and former director or officer of the Company or any of its Subsidiaries and each individual who served as a director, officer, member, trustee or fiduciary of another corporation, partnership, joint venture, trust, pension or other employee benefit plan or enterprise if such service was at the request or for the benefit of the Company or any of its Subsidiaries (each, together with such individual’s heirs, executors or administrators, an “Indemnified Party”), in each case against any (i) costs or expenses (including advancing attorneys’ fees and expenses in advance of the final disposition of any claim, suit, proceeding or investigation to each Indemnified Party to the fullest extent permitted by applicable Law Law; provided, however, that the Person to whom expenses are advanced provides an undertaking, if and that no change, modification or amendment of such documents or arrangements may be made that will adversely affect any such Person’s right thereto without the prior written consent of that Person. 8.8.2. In addition only to the other rights provided for in this Section 8.8 and not in limitation thereof, from and after the Closing, Buyer shall and shall cause each Group Company (each, a “D&O Indemnifying Party”) toextent required by applicable Law, to the fullest extent permitted by applicable Law and are required by the terms of the Group Companies’ Organizational Documents in effect as of the date hereofrepay such advances if it is ultimately determined that such individual is not entitled to indemnification), (iii) indemnify and hold harmless (and exculpate and release from any liability to Buyer or any Group Company) the D&O Indemnified Persons against all D&O Expenses and all judgments, fines, losses, claims, damages, judgments, fines, penalties liabilities as determined by final and non-appealable resolution by competent authority and (iii) amounts paid in settlement (“D&O Losses”) in respect of connection with any threatened, pending or completed Action, whether criminal, civil, administrative or investigative, based on or arising out or of, relating to the fact that or in connection with any action or omission by them in their capacities as such Person is or was a officer, director or employee of any Group Company and arising out of or relating to acts or omissions occurring or existing at alleged to have occurred whether before or prior to after the Closing Tender Offer Settlement Date (including in respect of acts or omissions in connection with this Agreement such individuals serving as an officer, director or other fiduciary in any entity if such service was at the request or for the benefit of the Company). In the event of any such Action, the Purchasers and the Contemplated Transactions) (a “D&O Indemnifiable Claim”) and (ii) advance, unconditionally and interest-free, to such D&O Company shall cooperate with the Indemnified Persons all D&O Expenses incurred Party in connection with any D&O Indemnifiable Claim (including in circumstances where the D&O Indemnifying Party is otherwise entitled to assume the defense of any such claim Action. (c) At or prior to the Tender Offer Settlement Date, the Company shall, in consultation with the Purchasers, purchase “tail” directors’ and has assumed officers’ liability and fiduciary liability insurance policies which will provide coverage for a period of six years after the Tender Offer Settlement Date (the “Tail Period”) for the Company’s current and former directors and officers on substantially the same terms and conditions as the policies currently maintained by the Company, including any existing directors’ and officers’ liability or fiduciary liability run off programs, for claims arising out of acts or conduct occurring on or before the Tender Offer Settlement Date and effective for claims asserted prior to or during the Tail Period (and, with respect to claims made prior to or during such defenseperiod, until final resolution thereof) promptly after receipt of statements therefor(the “D&O Tail Coverage”); provided, however, thatthat in no event shall the Company or its successor, to whether by merger, consolidation, or otherwise, expend an amount in excess of 100% of the extent required annual aggregate premium currently paid by applicable Laws the Company for such insurance policies (the “Maximum Premium”) for each individual year of the Tail Period; provided, further, however, that if D&O Tail Coverage cannot be waivedobtained in any given year of the Tail Period for the Maximum Premium, the Company shall consult with the Purchasers as to what amount should be paid to obtain D&O Tail Coverage, and the Purchasers shall have the right to direct the Company to obtain D&O Tail Coverage for a premium in excess of the Maximum Premium as long as the aggregate amount of all premiums payable for such D&O Tail Coverage does not exceed six times the Maximum Premium. (d) The Company shall pay all reasonable out of pocket expenses, including reasonable out of pocket attorneys’ fees, that may be incurred by any Indemnified Party in enforcing the indemnity and other obligations provided in this Section 5.9. (e) In the event the Company or any of its successors or assigns (i) consolidates with or merges into any other Person and shall not be the continuing or surviving corporation or entity in such consolidation or merger or (ii) transfers all or substantially all of its properties and assets to whom D&O Expenses are to any Person, then, and in either such case, proper provision shall be advanced provides an unsecured undertaking to repay such advances made so that the successors and assigns of the Company shall assume or succeed to the extent it is ultimately and finally determined by a court of competent jurisdiction that suchobligations set forth in this Section 5.9.

Indemnification of Directors and Officers. 8.8.1. (a) For a period of six (6) years from and after the ClosingEffective Time, Buyer Parent shall notcause the Surviving Corporation to indemnify and hold harmless all past and present directors, officers and shall not permit any Group employees of the Company toor each Company Subsidiary (collectively, amendthe “Covered Persons”) to the same extent such Persons are indemnified as of the date of this Agreement by the Company pursuant to the Company Charter, repeal the Company Bylaws, the certificate of incorporation and bylaws, or modify any provision in any Organizational Documents equivalent organizational or governing documents, of any Group Company relating Subsidiary and indemnification agreements, if any, in existence on the date of this Agreement with any directors, officers and employees and made available to Parent (collectively, the “Existing Indemnification Agreements”), in each case, to the exculpationfullest extent permitted by applicable Law, indemnification or advancement arising out of expenses of any Persons who at any time prior to or at the Closing are or were officers, directors or employees (or their equivalent) of any Group Company (each, a “D&O Indemnified Person”) with respect to acts or omissions existing in their capacity as directors or officers of the Company or any Company Subsidiary occurring at or prior to the Closing (unless Effective Time. Without limiting the foregoing, Parent shall cause the Surviving Corporation to indemnify and to hold harmless the extent required by Law), it being the intent of the parties that all such officers, directors and employees of each Group Company shall be entitled to exculpation, indemnification and advancement of expenses Covered Persons to the fullest extent permitted by applicable Law and that no change, modification or amendment of such documents or arrangements may be made that will adversely affect any such Person’s right thereto without the prior written consent of that Person. 8.8.2. In addition to the other rights provided for in this Section 8.8 and not in limitation thereof, from and after the Closing, Buyer shall and shall cause each Group Company (each, a “D&O Indemnifying Party”) to, to the fullest extent permitted by applicable Law and are required by the terms of the Group Companies’ Organizational Documents in effect as of the date hereof, (i) indemnify and hold harmless (and exculpate and release from any liability to Buyer or any Group Company) the D&O Indemnified Persons against all D&O Expenses and all losses, claims, damages, judgments, fines, penalties and amounts paid in settlement (“D&O Losses”) in respect of any threatened, pending or completed Action, whether criminal, civil, administrative or investigative, based on or arising out or relating to the fact that such Person is or was a officer, director or employee of any Group Company and arising out of or relating to acts or omissions occurring or existing at or prior to the Closing (including in respect of acts or omissions in connection with the adoption and approval of this Agreement and the Contemplated Transactionsconsummation of the transactions contemplated hereby. Parent shall cause the Surviving Corporation to advance expenses (including reasonable legal fees and expenses) (a “D&O Indemnifiable Claim”) and (ii) advance, unconditionally and interest-free, to such D&O Indemnified Persons all D&O Expenses incurred in connection with any D&O Indemnifiable Claim (including in circumstances where the D&O Indemnifying Party is otherwise entitled to assume the defense of such claim any Proceeding or investigation with respect to the matters subject to indemnification pursuant to this Section 5.8 in accordance with the procedures (if any) set forth in the Company Charter, the Company Bylaws, the certificate of incorporation and has assumed such defense) promptly after receipt bylaws, or equivalent organizational documents, of statements thereforany Company Subsidiary, and any Existing Indemnification Agreements; provided, however, that, to that the extent required by applicable Laws that cannot be waived, the Covered Person to whom D&O Expenses are to be advanced provides an unsecured undertaking to repay such advances to the extent advance if it is ultimately and finally determined by a final non-appealable order of a court of competent jurisdiction that suchsuch Covered Person is not entitled to indemnification under this Section 5.8 or otherwise. Notwithstanding anything herein to the contrary, if any Proceeding (whether arising before, at or after the Effective Time) is made against such persons with respect to matters subject to indemnification hereunder on or prior to the sixth (6th) anniversary of the Effective Time, the provisions of this Section 5.8 shall continue in effect until the final disposition of such Proceeding or investigation. (b) For not less than six (6) years from and after the Effective Time, the certificate of incorporation and bylaws of the Surviving Corporation shall contain provisions no less favorable with respect to exculpation, indemnification of and advancement of expenses to Covered Persons for periods at or prior to the Effective Time than are currently set forth in the Company Charter and the Company Bylaws. Following the Effective Time, the Existing Indemnification Agreements shall be assumed by the Surviving Corporation, without any further action, and shall continue in full force and effect in accordance with their terms. (c) For not less than six (6) years from and after the Effective Time, the Company and the Surviving Corporation, as applicable, shall, and Parent shall cause the Surviving Corporation to, maintain for the benefit of the directors and officers of the Company and the Company Subsidiaries, as of the date of this Agreement and as of the Effective Time, an insurance and indemnification policy that provides coverage for events occurring prior to the Effective Time (the “D&O Insurance”) that is substantially equivalent to and in any event not less favorable in the aggregate than the existing policies of the Company and the Company Subsidiaries (true and complete copies of which have been previously made available to Parent) or, if substantially equivalent insurance coverage is unavailable, the best available coverage; provided that the Surviving Corporation shall not be required to pay an annual premium for the D&O Insurance in excess of three hundred percent (300%) of the last annual premium paid prior to the date of this Agreement, but in such case shall purchase as much coverage as is available for such amount. The provisions of the immediately preceding sentence shall be deemed to have been satisfied if prepaid policies have been obtained prior to the Effective Time, which policies shall be approved by Parent and provide such directors and officers with coverage for an aggregate period of at least six (6) years with respect to claims arising from facts or events that occurred on or before the Effective Time, including in connection with the adoption and approval of this Agreement and the transactions contemplated by this Agreement. If such prepaid policies have been obtained prior to the Effective Time, the Company and the Surviving Corporation, as applicable, shall, and Parent shall cause the Surviving Corporation to, maintain such policies in full force and effect, and continue to honor the obligations thereunder. (d) In the event that the Surviving Corporation (i) consolidates with or merges into any other Person and shall not be the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers all or substantially all of its properties and assets to any Person, then, in each case, proper provision shall be made so that such continuing or surviving corporation or entity or transferee of such assets, as the case may be, shall assume the obligations set forth in this Section 5.8. (e) The obligations under this Section 5.8 shall not be terminated or modified in any manner that is adverse to the Covered Persons (and their respective successors and assigns); it being expressly agreed that the Covered Persons (including successors and assigns) shall be third party beneficiaries of this Section 5.8. In the event of any breach by the Surviving Corporation or Parent of this Section 5.8, the Surviving Corporation shall pay all reasonable expenses, including reasonable attorneys’ fees, that may be incurred by Covered Persons in enforcing the indemnity and other obligations provided in this Section 5.8 as such fees are incurred upon the written request of such Covered Person.

Indemnification of Directors and Officers. 8.8.1. For a period of (a) Until six (6) years from the Effective Time, the certificate of incorporation and bylaws of the Surviving Corporation as in effect immediately after the Closing, Buyer shall not, and shall Effective Time will not permit any Group Company to, amend, repeal be amended to reduce or modify any provision in any Organizational Documents limit the rights of any Group Company relating indemnity afforded to the exculpation, indemnification or advancement of expenses of any Persons who at any time prior to or at the Closing are or were officers, present and former directors or employees (or their equivalent) of any Group Company (each, a “D&O Indemnified Person”) with respect to acts or omissions existing or occurring at or prior to the Closing (unless and to the extent required by Law), it being the intent officers of the parties that Company thereunder, to reduce or limit the ability of the Company to indemnify such Persons, or to hinder, delay or make more difficult the exercise of such rights of indemnity or the ability to indemnify. The Surviving Corporation will at all such officerstimes exercise the powers granted to it by its certificate of incorporation, directors its bylaws and employees of each Group Company shall be entitled applicable Law to exculpation, indemnification and advancement of expenses indemnify to the fullest extent permitted by applicable Law possible the present and that no changeformer directors, modification officers, employees and agents of the Company against claims made against them arising from their service in such capacities prior to the Effective Time. (b) If any claim or amendment of such documents or arrangements may claims shall, subsequent to the Effective Time and within six (6) years thereafter, be made that will adversely affect against any such Person’s right thereto without the prior written consent of that Person. 8.8.2. In addition to the other rights provided for in this Section 8.8 and not in limitation thereofpresent or former director, from and after the Closingofficer, Buyer shall and shall cause each Group Company (each, a “D&O Indemnifying Party”) to, to the fullest extent permitted by applicable Law and are required by the terms employee or agent of the Group Companies’ Organizational Documents in effect as of the date hereof, (i) indemnify and hold harmless (and exculpate and release from any liability to Buyer or any Group Company) the D&O Indemnified Persons against all D&O Expenses and all losses, claims, damages, judgments, fines, penalties and amounts paid in settlement (“D&O Losses”) in respect of any threatened, pending or completed Action, whether criminal, civil, administrative or investigative, Company based on or arising out or relating to of the fact that services of such Person is or was a officer, director or employee of any Group Company and arising out of or relating to acts or omissions occurring or existing at or prior to the Closing Effective Time in the capacity of such Person as a director, officer, employee or agent of the Company, the provisions of Subsection 7.8(a) hereof respecting the certificate of incorporation and bylaws of the Surviving Corporation will continue in effect until the final disposition of all such claims. (including c) The Acquiror hereby agrees after the Effective Time to guarantee the payment of the Surviving Corporation's indemnification obligations described in respect Subsection 7.8(a) hereof. (d) Notwithstanding subsection (a), (b) or (c) of acts or omissions in connection with this Agreement Section 7.8, the Acquiror and the Contemplated Transactions) (a “D&O Indemnifiable Claim”) and (ii) advance, unconditionally and interest-free, to Surviving Corporation will be released from the obligations imposed by such D&O Indemnified Persons all D&O Expenses incurred in connection with any D&O Indemnifiable Claim (including in circumstances where subsection if the D&O Indemnifying Party is otherwise entitled to Acquiror will assume the defense obligations of such claim the Surviving Corporation thereunder by operation of Law or otherwise. Notwithstanding anything to the contrary in this Section 7.8, neither the Acquiror nor the Surviving Corporation will be liable for any settlement effected without its written consent, which will not be unreasonably withheld or delayed. (e) The Acquiror will cause to be maintained in effect until six (6) years from the Effective Time the current policies of directors' and has assumed such defenseofficers' liability insurance maintained by the Company (or substitute policies providing at least the same coverage and limits and containing terms and conditions that are not materially less advantageous) promptly after receipt of statements thereforwith respect to claims arising from facts or events which occurred before the Effective Time; provided, however, that in no event will the Acquiror or the Surviving Corporation be required to expend more than two hundred percent (200%) of the current annual premiums paid by the Company for such insurance; provided, further, that, if the Acquiror or the Surviving Corporation is unable to obtain insurance for any period for two hundred percent (200%) of the current annual premiums, then the obligation of the Acquiror and the Surviving Corporation pursuant hereto will be to obtain the best coverage reasonably available under the circumstances subject to the extent required by applicable Laws that cannot be waived, the Person to whom D&O Expenses foregoing limitations on premiums. (f) The provisions of this Section 7.8 are intended to be advanced provides an unsecured undertaking for the benefit of, and will be enforceable by, each Person entitled to repay indemnification hereunder and the heirs and representatives of such advances to Person. (g) The Acquiror will not, and will not permit the extent it is ultimately Surviving Corporation to, merge or consolidate with any other Person unless the Surviving Corporation will ensure that the surviving or resulting entity assumes the obligations imposed by subsections (a), (b), (c) and finally determined by a court (e) of competent jurisdiction that suchthis Section 7.8.

Indemnification of Directors and Officers. 8.8.1. For (a) Parent and the Surviving Corporation agree that the indemnification obligations set forth in the Company's Certificate and the Company's By-laws, in each case as of the date of this Agreement, shall survive the Merger (and, prior to the Effective Time, Parent shall cause the Certificate of Incorporation and By-laws of Merger Sub to reflect such provisions) and shall not be amended, repealed or otherwise modified for a period of six (6) years after the Closing, Buyer shall not, and shall not permit any Group Company to, amend, repeal or modify any provision Effective Time in any Organizational Documents manner that would adversely affect the rights thereunder of any Group Company relating to the exculpation, indemnification or advancement of expenses of any Persons individuals who at any time prior to or at the Closing are or were officers, directors or employees (or their equivalent) of any Group Company (each, a “D&O Indemnified Person”) with respect to acts or omissions existing or occurring at on or prior to the Closing (unless and to the extent required by Law)Effective Time were directors, it being the intent officers, employees or agents of the parties that all such officers, directors and employees of each Group Company shall be entitled to exculpation, indemnification and advancement of expenses to or the fullest extent permitted by applicable Law and that no change, modification or amendment of such documents or arrangements may be made that will adversely affect any such Person’s right thereto without the prior written consent of that PersonCompany Subsidiaries. 8.8.2. In addition to the other rights provided for in this Section 8.8 and not in limitation thereof, from and after the Closing, Buyer shall and shall cause each Group (b) The Company (each, a “D&O Indemnifying Party”) toshall, to the fullest extent permitted by under applicable Law and are required by regardless of whether the terms of the Group Companies’ Organizational Documents in effect as of the date hereofMerger becomes effective, (i) indemnify and hold harmless (harmless, and, after the Effective Time, Parent and exculpate the Surviving Corporation shall, to the fullest extent permitted under applicable Law, indemnify and release from any liability to Buyer hold harmless, each present and former director, officer, trustee, fiduciary, employee or agent of the Company and each Company Subsidiary and each such person who served at the request of the Company or any Group CompanyCompany Subsidiary as a director, officer, trustee, partner, fiduciary, employee or agent of another corporation, partnership, joint venture, trust, pension or other employee benefit plan or enterprise (collectively, the "Indemnified Parties") the D&O Indemnified Persons against all D&O Expenses costs and all expenses (including reasonable attorneys' fees), judgments, fines, losses, claims, damages, judgments, fines, penalties liabilities and settlement amounts paid in settlement connection with any claim, action, suit, proceeding or investigation (“D&O Losses”) in respect of any threatened, pending whether arising before or completed Actionafter the Effective Time), whether criminal, civil, administrative or investigative, based on or arising out or relating to the fact that such Person is or was a officer, director or employee of any Group Company and arising out of or relating pertaining to acts any action or omissions omission in their capacity as an officer or director, in each case occurring or existing at or prior before the Effective Time (including the transactions contemplated by this Agreement). (c) For six years from the Effective Time, the Surviving Corporation shall use its best efforts to provide to the Closing Company's current directors and officers liability insurance protection of the same kind and scope as that provided by the Company's directors' and officers' liability insurance policies (including in respect true and complete copies of acts or omissions in connection with this Agreement and the Contemplated Transactions) (a “D&O Indemnifiable Claim”) and (ii) advance, unconditionally and interest-free, which have been made available to such D&O Indemnified Persons all D&O Expenses incurred in connection with any D&O Indemnifiable Claim (including in circumstances where the D&O Indemnifying Party is otherwise entitled to assume the defense of such claim and has assumed such defense) promptly after receipt of statements thereforParent); provided, however, thatthat in no event shall Parent be required to expend more than 200% of the current amount expended by the Company (the "Insurance Amount") to maintain or procure insurance coverage pursuant hereto and further provided that if Parent is unable to maintain or obtain the insurance called for by this Section 6.14(c), Parent shall use its best efforts to obtain as much comparable insurance as available for the extent required by applicable Laws that cannot be waived, the Person to whom D&O Expenses are to be advanced provides an unsecured undertaking to repay such advances to the extent it is ultimately and finally determined by a court of competent jurisdiction that suchInsurance Amount.

Indemnification of Directors and Officers. 8.8.1(a) Finisar shall cause the Surviving Corporation to indemnify, defend and hold harmless each person who is now, or has been at any time prior to the date of this Agreement or who becomes prior to the Effective Time, an officer, director or employee of Optium or any of its Subsidiaries (the "Indemnified Parties") against all losses, claims, damages, costs, expenses, liabilities or judgments or amounts that are paid in settlement with the approval of the indemnifying party (which approval shall not be unreasonably withheld) of or in connection with any claim, action, suit, proceeding or investigation (each, a "Proceeding") based in whole or in part on or arising in whole or in part out of the fact that such person is or was a director, officer or employee of Optium or any of its Subsidiaries, whether pertaining to any matter existing or occurring at or prior to the Effective Time and whether asserted or claimed prior to, or at or after, the Effective Time ("Indemnified Liabilities") including, without limitation, all losses, claims, damages, costs, expenses, liabilities or judgments based in whole or in part on, or arising in whole or in part out of, or pertaining to this Agreement or the transactions contemplated hereby. For Any Indemnified Party wishing to claim indemnification under this Section 6.15, upon learning of any such claim, action, suit, proceeding or investigation, shall promptly notify Finisar or the Surviving Corporation (but the failure so to notify an indemnifying party shall not relieve it from any liability which it may have under this Section 6.15 except to the extent such failure prejudices such party), and, in connection with any request for an advancement of expenses, shall deliver to Finisar and the Surviving Corporation an undertaking of the type contemplated by Section 145(e) of the DGCL. An Indemnified Party will cooperate reasonably with the Surviving Corporation, at the Surviving Corporation's expense, in the defense of such matter, and the Surviving Corporation shall have the right to control the defense of such matter and shall retain only one set of legal counsel selected by the Surviving Corporation and reasonably satisfactory to the Indemnified Party (plus one local counsel, if necessary) to represent all Indemnified Parties with respect to each such matter unless there is, under applicable standards of professional conduct, a conflict on any significant issue between the positions of any two or more Indemnified Parties, in which case such additional counsel as may be required (as shall be reasonably determined by the Indemnified Parties and the Surviving Corporation) may be retained by the Indemnified Parties. (b) From and after the Effective Time, Finisar will cause the Surviving Corporation to honor in all respects the obligations of Optium pursuant to the Optium Charter Documents, as in effect as of the date hereof, and any indemnification agreement between Optium and any of Optium's directors and officers existing and in force as of the date of this Agreement and filed as an exhibit to the Optium SEC Filings. Finisar and the Surviving Corporation shall not, for a period of six (6) years after from the Closing, Buyer shall not, and shall not permit any Group Company toEffective Time, amend, repeal or otherwise modify any provision such provisions in any Organizational Documents manner that would adversely affect the rights thereunder of any Group Company relating individuals who, immediately prior to the exculpationEffective Time, were current or former directors, officers, or employees of the Acquired Companies unless such amendment, repeal or modification is required by applicable Law, and all rights to indemnification or advancement of expenses thereunder in respect of any Persons who at any time prior to claim asserted or at made within such period shall continue until the Closing are final disposition or were officers, directors or employees resolution of such claim. (or their equivalentc) of any Group Company (each, a “D&O Indemnified Person”) with respect to acts or omissions existing or occurring at At or prior to the Closing Effective Time, Optium shall purchase a "tail" directors' and officers' liability insurance policy (unless which by its terms shall survive the Merger) for its directors and to officers, which shall provide such directors and officers with coverage for six (6) years following the extent required Effective Time of not less than (or more than) the existing coverage under, and have other terms not materially less favorable on the whole to, the insured persons than the directors' and officers' liability insurance coverage presently maintained by Law)Optium, it being so long as the intent aggregate premium is less than 225% of the parties aggregate annual premiums currently paid by Optium for such insurance. In the event that all such officersamount is insufficient for such coverage, directors Optium may spend up to that amount to purchase such lesser coverage as may be obtained with such amount. Finisar shall, and employees shall cause the Surviving Corporation to, maintain such policy in full force and effect, and continue to honor the obligations thereunder. (d) The provisions of each Group Company this Section 6.15 are intended to be for the benefit of, and shall be entitled to exculpationenforceable by, indemnification each Indemnified Party, his or her heirs and advancement of expenses to the fullest extent permitted by applicable Law Representatives, and that no changemay not be amended, modification altered or amendment of such documents or arrangements may be made that will adversely affect any such Person’s right thereto repealed without the prior written consent of that Personany affected Indemnified Party. 8.8.2. In addition to the other rights provided for in this Section 8.8 and not in limitation thereof, from and after the Closing, Buyer shall and shall cause each Group Company (each, a “D&O Indemnifying Party”) to, to the fullest extent permitted by applicable Law and are required by the terms of the Group Companies’ Organizational Documents in effect as of the date hereof, (i) indemnify and hold harmless (and exculpate and release from any liability to Buyer or any Group Company) the D&O Indemnified Persons against all D&O Expenses and all losses, claims, damages, judgments, fines, penalties and amounts paid in settlement (“D&O Losses”) in respect of any threatened, pending or completed Action, whether criminal, civil, administrative or investigative, based on or arising out or relating to the fact that such Person is or was a officer, director or employee of any Group Company and arising out of or relating to acts or omissions occurring or existing at or prior to the Closing (including in respect of acts or omissions in connection with this Agreement and the Contemplated Transactions) (a “D&O Indemnifiable Claim”) and (ii) advance, unconditionally and interest-free, to such D&O Indemnified Persons all D&O Expenses incurred in connection with any D&O Indemnifiable Claim (including in circumstances where the D&O Indemnifying Party is otherwise entitled to assume the defense of such claim and has assumed such defense) promptly after receipt of statements therefor; provided, however, that, to the extent required by applicable Laws that cannot be waived, the Person to whom D&O Expenses are to be advanced provides an unsecured undertaking to repay such advances to the extent it is ultimately and finally determined by a court of competent jurisdiction that such

Indemnification of Directors and Officers. 8.8.1(a) To the fullest extent permitted by law, from and after the Effective Time, all rights to indemnification as of the date hereof in favor of the employees, agents, directors and officers of the Company with respect to their activities as such prior to the Effective Time, as provided in its articles of incorporation and by-laws in effect on the date thereof, or otherwise in effect on the date hereof, shall survive the Merger and shall continue in full force and effect for a period of not less than six years from the Effective Time. (b) To the extent, if any, not provided by an existing right of indemnification or other agreement or policy, after the Effective Time, the Surviving Corporation shall, to the fullest extent permitted by applicable law, indemnify and hold harmless, each present and former director, officer, employee or agent of the Company (collectively, the "Indemnified Parties") against all costs and expenses (including reasonable attorneys' fees), judgments, fines, losses, claims, damages, liabilities and settlement amounts paid in connection with any claim, action, suit, proceeding or investigation (whether arising before or after the Effective Time), whether civil, administrative or investigative, arising out of or pertaining to any action or omission in their capacity as a director, officer, employee or agent (including serving on the board of directors or similar governing body of a third party at the request of, or as a designated director) of the Company, in each case occurring before the Effective Time (including the transactions contemplated by this Agreement); provided, however, that the Surviving Corporation shall not be liable for any settlement effected without its written consent (which consent shall not be unreasonably withheld). In the event of any such costs, expenses, judgments, fines, losses, claims, damages, liabilities or settlement amounts (whether or not arising before the Effective Time), (x) the Surviving Corporation shall pay the reasonable fees and expenses of counsel selected by the Indemnified Parties, which counsel shall be reasonably satisfactory to the Surviving Corporation, promptly after statements therefor are received, and otherwise advance to the Indemnified Parties upon request reimbursement of documented expenses reasonably incurred, in either case, to the extent not prohibited by the applicable law and (y) the Surviving Corporation shall cooperate in the defense of any such matter. The Indemnified Parties as a group may retain only one law firm (other than local counsel) with respect to each related matter except to the extent there is, in the sole opinion of counsel to an Indemnified Party, under applicable standards of professional conduct, a conflict on any significant issue between positions of any two or more Indemnified Parties, in which case each Indemnified Party with a conflicting position on such significant issue shall be entitled to separate counsel reasonably satisfactory to the Surviving Corporation. In the event any Indemnified Party is required to bring any action to enforce rights or to collect moneys due under this Agreement and is successful in such action, the Surviving Corporation shall reimburse such Indemnified Party for all of its reasonable expenses in bringing and pursuing such action. (c) For a period of six (6) years after the ClosingEffective Time, Buyer the Surviving Corporation shall not, cause to be maintained in effect the policies of directors' and shall not permit any Group Company to, amend, repeal or modify any provision in any Organizational Documents officers' liability insurance policy maintained by the Company; provided that the Surviving Corporation may substitute therefor policies of any Group Company relating to at least the exculpation, indemnification or advancement of expenses of any Persons who at any time prior to or at the Closing same coverage containing terms and conditions which are or were officers, directors or employees (or their equivalent) of any Group Company (each, a “D&O Indemnified Person”) substantially equivalent with respect to acts matters occurring prior to the Effective Time and provided further that if the existing D&O Insurance expires or omissions existing or is canceled during such period, the Surviving Corporation shall use its reasonable best efforts to obtain substantially similar liability insurance with respect to matters occurring at or prior to the Closing (unless and Effective Time to the extent required by Law), it being such liability insurance can be maintained annually at a cost to the intent Surviving Corporation not greater than 200% of the parties annual aggregate premiums currently paid by the Company for such insurance, and provided, further, that if the annual premiums of such insurance coverage exceed such amount, the Surviving Corporation shall maintain or obtain a policy with the best coverage available, in the reasonable judgment of the Board of Directors of the Surviving Corporation, for a cost not exceeding such amount. (d) In the Event the Surviving Corporation or any of its successors or assigns (i) consolidates with or merges into any other person and shall not be the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers all or substantially all of its properties and assets to any person, then and in either such officerscase, directors and employees of each Group Company proper provision shall be entitled to exculpation, indemnification made so that the successors and advancement assigns of expenses to the fullest extent permitted by applicable Law and that no change, modification or amendment of such documents or arrangements may be made that will adversely affect any such Person’s right thereto without Surviving Corporation shall assume the prior written consent of that Person. 8.8.2. In addition to the other rights provided for obligations set forth in this Section 8.8 and not in limitation thereof, from and after the Closing, Buyer shall and shall cause each Group Company (each, a “D&O Indemnifying Party”) to, to the fullest extent permitted by applicable Law and are required by the terms of the Group Companies’ Organizational Documents in effect as of the date hereof, (i) indemnify and hold harmless (and exculpate and release from any liability to Buyer or any Group Company) the D&O Indemnified Persons against all D&O Expenses and all losses, claims, damages, judgments, fines, penalties and amounts paid in settlement (“D&O Losses”) in respect of any threatened, pending or completed Action, whether criminal, civil, administrative or investigative, based on or arising out or relating to the fact that such Person is or was a officer, director or employee of any Group Company and arising out of or relating to acts or omissions occurring or existing at or prior to the Closing (including in respect of acts or omissions in connection with this Agreement and the Contemplated Transactions) (a “D&O Indemnifiable Claim”) and (ii) advance, unconditionally and interest-free, to such D&O Indemnified Persons all D&O Expenses incurred in connection with any D&O Indemnifiable Claim (including in circumstances where the D&O Indemnifying Party is otherwise entitled to assume the defense of such claim and has assumed such defense) promptly after receipt of statements therefor; provided, however, that, to the extent required by applicable Laws that cannot be waived, the Person to whom D&O Expenses are to be advanced provides an unsecured undertaking to repay such advances to the extent it is ultimately and finally determined by a court of competent jurisdiction that such6.11. This Section

Indemnification of Directors and Officers. 8.8.1. (a) For a period of six (6) years from and after the last Applicable Closing, Buyer shall notthe Purchaser shall, and shall not permit any Group Company cause the Transferred Entities to, amend(i) indemnify, repeal or modify any provision defend and hold harmless, all of the past and present directors and officers of the Transferred Entities (in any Organizational Documents of any Group Company relating to their capacities as such) (collectively, the exculpation, indemnification or advancement of expenses of any Persons who at any time prior to or at the Closing are or were officers, directors or employees (or their equivalent) of any Group Company (each, a “D&O Indemnified PersonParties”) against any and all Losses incurred in connection with any action, whether civil, criminal, administrative or investigative, arising out of or pertaining to the fact that such D&O Indemnified Party is or was a director or officer of the applicable Transferred Entity or is or was serving solely at the request of such Transferred Entity as a director or officer of any other Person whether asserted or claimed before, at or after the Principal Closing (including with respect to acts or omissions existing or occurring at or prior to in connection with the Closing (unless Transaction Documents and to the extent required by Lawconsummation of the transactions contemplated thereby), it being the intent of the parties that all such officers, directors and employees of each Group Company shall be entitled to exculpation, indemnification and provide advancement of expenses to the fullest extent permitted D&O Indemnified Parties (within ten (10) days of receipt by applicable Law and that no changethe Purchaser or such Transferred Entity from a D&O Indemnified Party of a request therefor), modification or amendment of in all such documents or arrangements may be made that will adversely affect any such Person’s right thereto without the prior written consent of that Person. 8.8.2. In addition cases to the greatest extent that such Persons are indemnified or have the right to advancement of expenses before the Principal Closing by such Transferred Entity pursuant to its certificate of incorporation, bylaws, other rights provided for comparable organizational documents and indemnification agreements, if any, in this Section 8.8 existence before the Principal Closing and not in (ii) without limitation thereof, from and after the Closing, Buyer shall and shall cause each Group Company of clause (each, a “D&O Indemnifying Party”) toi), to the fullest extent permitted by applicable Law Law, include and are required by cause to be maintained in effect the terms provisions regarding elimination of liability of directors, and indemnification of and advancement of expenses to directors and officers contained in the certificates of incorporation, bylaws and other comparable organizational documents of such Transferred Entity. (b) The obligations of the Group Companies’ Organizational Documents Purchaser, and the Transferred Entities under this Section 5.19 shall not be terminated, amended or modified in effect any manner so as to adversely affect any D&O Indemnified Party (including such Person’s successors, heirs and legal representatives) to whom this Section 5.19 applies without the written consent of such affected D&O Indemnified Party (it being expressly agreed that the D&O Indemnified Parties to whom this Section 5.19 applies shall be third party beneficiaries of this Section 5.19, and this Section 5.19 shall be enforceable by such D&O Indemnified Parties and their respective successors, heirs and legal representatives and shall be binding on all successors and assigns of the date hereofPurchaser and any Transferred Entity). (c) If the Purchaser or, following the Principal Closing, any Transferred Entity, or any of their respective successors or assigns, (i) indemnify shall consolidate with or merge into any other corporation or entity and hold harmless shall not be the continuing or surviving corporation or entity of such consolidation or merger or (ii) shall transfer all or substantially all of its properties and exculpate assets to any Person, then, and release from any liability to Buyer in each such case, proper provisions shall be made so that the successors and assigns of the Purchaser or such Transferred Entity or any Group Companyof their respective successors or assigns, as the case may be, shall assume all of the obligations set forth in this Section 5.19. (d) The rights of the D&O Indemnified Persons against all D&O Expenses and all losses, claims, damages, judgments, fines, penalties and amounts paid Parties under this Section 5.19 shall be in settlement (“D&O Losses”) in respect of addition to any threatened, pending or completed Action, whether criminal, civil, administrative or investigative, based on or arising out or relating to the fact that such Person is or was a officer, director or employee of any Group Company and arising out of or relating to acts or omissions occurring or existing at or prior to the Closing (including in respect of acts or omissions in connection with this Agreement and the Contemplated Transactions) (a “D&O Indemnifiable Claim”) and (ii) advance, unconditionally and interest-free, to rights such D&O Indemnified Persons all D&O Expenses incurred in connection with Parties may have under the certificates of incorporation or bylaws or other comparable organizational documents of the applicable Transferred Entity, or under any D&O Indemnifiable Claim (including in circumstances where the D&O Indemnifying Party is otherwise entitled applicable contracts or Laws, and, subject to assume the defense of such claim and has assumed such defense) promptly after receipt of statements therefor; provided, however, that, to the extent required by applicable Laws that cannot be waivedSection 5.19(a), the Person to whom D&O Expenses are to be advanced provides an unsecured undertaking to repay Purchaser shall, and shall cause such advances to Transferred Entity to, honor and perform under all indemnification agreements entered into by such Transferred Entity, as applicable, as in effect on the extent it is ultimately and finally determined by a court of competent jurisdiction that suchdate hereof.

Indemnification of Directors and Officers. 8.8.1Novavax believes that these provisions will assist it in attracting and retaining qualified individuals to serve as directors. For DIVIDENDS Novavax currently anticipates that it will retain all of its earnings for use in the development of its business and does not anticipate paying any cash dividends in the foreseeable future. TRANSFER AGENT AND REGISTRAR The transfer agent and registrar for Novavax Common Stock is State Street Bank and Trust Company. INDEMNIFICATION OF DIRECTORS AND OFFICERS Article NINTH of Novavax's Certificate of Incorporation provides that a period director or officer of six Novavax (6a) years after shall be indemnified by Novavax against all expenses (including attorneys' fees), judgments, fines and amounts paid in settlement incurred in connection with any litigation or other legal proceeding (other than an action by or in the Closingright of Novavax) brought against him by virtue of his position as a director or officer of Novavax if he acted in good faith and in a manner he reasonably believed to be in, Buyer shall not, and shall or not permit any Group Company opposed to, amendthe best interests of Novavax, repeal or modify any provision in any Organizational Documents of any Group Company relating to the exculpationand, indemnification or advancement of expenses of any Persons who at any time prior to or at the Closing are or were officers, directors or employees (or their equivalent) of any Group Company (each, a “D&O Indemnified Person”) with respect to acts any criminal action or omissions existing proceeding, had no reasonable cause to believe his conduct was unlawful and (b) shall be indemnified by Novavax against all expenses (including attorneys' fees) and amounts paid in settlement incurred in connection with any action by or occurring at in the right of Novavax brought against him by virtue of his position as a director or prior officer of if he acted in good faith and in a manner he reasonably believed to be in, or not opposed to, the Closing (best interests of Novavax, except that no indemnification shall be made with respect to any matter as to which such person shall have been adjudged to be liable to Novavax, unless and a court determines that, despite such adjudication but in view of all of the circumstances, he is entitled to indemnification of such expenses. Notwithstanding the foregoing, to the extent that a director or officer has been successful, on the merits or otherwise, including, without limitation, the dismissal of an action without prejudice, he is required to be indemnified by Law)Novavax against all expenses (including attorneys' fees) incurred in connection therewith. Expenses shall be advanced to a Director or officer at his request, provided that he undertakes to repay the amount advanced if it being is ultimately determined that he is not entitled to indemnification for such expenses. Indemnification is required to be made unless Novavax determines that the intent applicable standard of conduct required for indemnification has not been met. In the event of a determination by Novavax that the director or officer did not meet the applicable standard of conduct required for indemnification, or if Novavax fails to make an indemnification payment within 60 days after such payment is claimed by such person, such person is permitted to petition the court to make an independent determination as to whether such person is entitled to indemnification. As a condition precedent to the right of indemnification, the director or officer must give Novavax notice of the parties action for which indemnity is sought and Novavax has the right to participate in such action or assume the defense thereof. Article NINTH of Novavax's Certificate of Incorporation further provides that all such officersthe indemnification provided therein is not exclusive, and provides that in the event that the Delaware General Corporation Law is amended to expand the indemnification permitted to directors and employees of each Group Company shall be entitled to exculpation, indemnification and advancement of expenses or officers Novavax must indemnify those persons to the fullest extent permitted by applicable Law and that no change, modification or amendment of such documents or arrangements may be made that will adversely affect any such Person’s right thereto without the prior written consent of that Person. 8.8.2law as so amended. In addition to the other rights provided for in this Section 8.8 and not in limitation thereof, from and after the Closing, Buyer shall and shall cause each Group Company (each, a “D&O Indemnifying Party”) to, to the fullest extent permitted by applicable Law and are required by the terms 145 of the Group Companies’ Organizational Documents in effect as Delaware General Corporation Law provides that a corporation has the power to indemnify a director, officer, employee or agent of the date hereof, (i) indemnify corporation and hold harmless (and exculpate and release from any liability to Buyer or any Group Company) certain other persons serving at the D&O Indemnified Persons request of the corporation in related capacities against all D&O Expenses and all losses, claims, damages, judgments, fines, penalties and amounts paid in settlement (“D&O Losses”) in respect of any threatened, pending or completed Action, whether criminal, civil, administrative or investigative, based on or arising out or relating to the fact that such Person is or was a officer, director or employee of any Group Company and arising out of or relating to acts or omissions occurring or existing at or prior to the Closing (including in respect of acts or omissions in connection with this Agreement and the Contemplated Transactions) (a “D&O Indemnifiable Claim”) and (ii) advance, unconditionally and interest-free, to such D&O Indemnified Persons all D&O Expenses expenses incurred in connection with any D&O Indemnifiable Claim (including in circumstances where the D&O Indemnifying Party an action or proceeding to which he is otherwise entitled or is threatened to assume the defense be made a party by reason of such claim position, if such 59 person shall have acted in good faith and has assumed in a manner he reasonably believed to be in or not opposed to the best interests of the corporation, and, in any criminal proceeding, if such defense) promptly after receipt of statements thereforperson had no reasonable cause to believe his conduct was unlawful; provided, however, provided that, in the case of actions brought by or in the right of the corporation, no indemnification shall be made with respect to any matter as to which such person shall have been adjudged to be liable to the corporation unless and only to the extent required by applicable Laws that cannot the adjudicating court determines that such indemnification is proper under the circumstances. Insofar as indemnification for liabilities arising under the Securities Act may be waivedpermitted to directors, the Person to whom D&O Expenses are to be advanced provides an unsecured undertaking to repay such advances officers and controlling persons of Novavax pursuant to the extent it provisions of the Delaware General Corporation Law and the provisions of Novavax's Certificate of Incorporation described above, Novavax has been advised that in the opinion of the Securities and Exchange Commission such indemnification is ultimately against public policy as expressed in the Securities Act and finally determined is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by Novavax of expenses incurred or paid by a director, officer or controlling person of Novavax in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, Novavax will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of competent appropriate jurisdiction that suchthe question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue. TRADEMARKS Novasome(R) is a registered trademark of Novavax and Novamix(TM) is a trademark of Novavax(R). All other trademarks or trade names referred to in this Information Statement are the property of their respective owners. AVAILABLE INFORMATION IGI is (and, following the Distribution, Novavax will be) subject to the informational requirements of the Exchange Act, and in accordance therewith files (and Novavax will file) reports and other information with the Commission. The reports, proxy statements and other information filed by IGI (and to be filed by Novavax) may be inspected and copied at the public reference facilities maintained by the Commission at 000 Xxxxx Xxxxxx, X.X., Xxxxxxxxxx, X.X. 00000 and at the Commission's regional offices located at Seven World Trade Center, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, and at Citicorp Center, 000 Xxxx Xxxxxxx Xxxxxx, Xxxxx 0000, Xxxxxxx, Xxxxxxxx 00000. Copies of such material may be obtained from the Public Reference Section of the Commission at 000 Xxxxx Xx., X.X., Xxxxxxxxxx, X.X. 00000 at prescribed rates. Novavax intends to furnish to holders of Novavax Common Stock annual reports containing consolidated financial statements prepared in accordance with generally accepted accounting principles and audited and reported on, with an opinion expressed, by an independent public accounting firm, as well as quarterly reports for the first three quarters of each fiscal year containing unaudited financial information. This Information Statement does not contain all the information set forth in the Registration Statement and the exhibits and schedules thereto, as certain items are omitted in accordance with the rules and regulations of the Commission. Reference is made to such Registration Statement and the exhibits and schedules thereto, which may be inspected, without charge, at the office of the Commission at 000 Xxxxx Xx., X.X., Xxxxxxxxxx, X.X. 00000, and copies of which may be obtained from the Commission at prescribed rates. Statements contained herein concerning the provisions of any document are not necessarily complete and, in each instance, reference is made to the copy of such document filed as an exhibit to the Registration Statement or otherwise filed with the Commission. Each such statement is qualified in its entirety by such reference. NO PERSON IS AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS INFORMATION STATEMENT AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED. 60

Indemnification of Directors and Officers. 8.8.1. For Section 145 of the Delaware General Corporation Law (the “DGCL”) permits a period of six corporation, under specified circumstances, to indemnify its directors, officers, employees and agents against expenses (6including attorneys’ fees) years after the Closing, Buyer shall not, and shall not permit any Group Company to, amend, repeal or modify any provision in any Organizational Documents other liabilities actually and reasonably incurred by them as a result of any Group Company relating suit (other than a suit brought by or in the right of the corporation) brought against them in their capacity as such, if they acted in good faith and in a manner they reasonably believed to be in or not opposed to the exculpationbest interests of the corporation, indemnification or advancement of expenses of any Persons who at any time prior to or at the Closing are or were officersand, directors or employees (or their equivalent) of any Group Company (each, a “D&O Indemnified Person”) with respect to any criminal action or proceeding, if they had no reasonable cause to believe their conduct was unlawful. Section 145 of the DGCL also provides that directors, officers, employees and agents may also be indemnified against expenses (including attorneys’ fees) incurred by them in connection with a suit brought by or in the right of the corporation if they acted in good faith and in a manner they reasonably believed to be in or not opposed to the best interests of the corporation, except that no indemnification may be made, unless otherwise determined by the court, if such person was adjudged liable to the corporation. The DGCL also provides that the indemnification described above will not be deemed exclusive of other indemnification that may be granted by a corporation pursuant to its by-laws, disinterested directors’ vote, stockholders’ vote, agreement or otherwise. The DGCL also provides corporations with the power to purchase and maintain insurance on behalf of 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 in a similar capacity for another corporation, partnership, joint venture, trust or other enterprise, against any liability asserted against him or her in any such capacity, or arising out of his or her status, whether or not the corporation would have the power to indemnify him or her against such liability as described above. As permitted by section 102 of the DGCL, the Registrant’s Amended and Restated Certificate of Incorporation (“Certificate of Incorporation”), eliminates the liability of a director to the Registrant and its stockholders for monetary damages for breach of a director’s fiduciary duty except for liability under section 174 of the DGCL, for any breach of the director’s duty of loyalty to the Registrant or its stockholders, for acts or omissions existing not in good faith or occurring at which involve intentional misconduct or prior to a knowing violation of law or for any transaction from which the Closing director derived an improper personal benefit. The Registrant’s Amended and Restated Bylaws (unless and to the extent required by Law), it being the intent of the parties “By-laws”) provide that all such officers, directors and employees of each Group Company shall be entitled to exculpation, indemnification and advancement of expenses to the fullest extent permitted by applicable Law and that no changelaw as then in effect, modification the Registrant shall indemnify any person (the “Indemnitee”) who was or amendment of such documents is involved in any manner (including, without limitation, as a party or arrangements may witness) or was or is threatened to be made that will adversely affect any such Person’s right thereto without the prior written consent of that Person. 8.8.2. In addition to the other rights provided for so involved in this Section 8.8 and not in limitation thereof, from and after the Closing, Buyer shall and shall cause each Group Company (each, a “D&O Indemnifying Party”) to, to the fullest extent permitted by applicable Law and are required by the terms of the Group Companies’ Organizational Documents in effect as of the date hereof, (i) indemnify and hold harmless (and exculpate and release from any liability to Buyer or any Group Company) the D&O Indemnified Persons against all D&O Expenses and all losses, claims, damages, judgments, fines, penalties and amounts paid in settlement (“D&O Losses”) in respect of any threatened, pending or completed Actioninvestigation, claim, action, suit or proceeding, whether civil, criminal, civiladministrative, administrative or investigativeinvestigative (including, based on without limitation, any action or arising out proceeding by or relating in the right of the Registrant to procure a judgment in its favor) (a “Proceeding”), by reason of the fact that such Person he is or was a director or officer of the Registrant, or is or was serving at the request of the Registrant as a director or officer of another corporation, or of a partnership, joint venture, trust or other enterprise (including, without limitation, service with respect to any employee benefit plan), whether the basis of any such Proceeding is alleged action in an official capacity as director or officer or in any other capacity while serving as a director or officer, director against all expenses, liability and loss (including, without limitation, attorneys’ fees, judgments, fines, ERISA excise taxes or employee of any Group Company penalties, and arising out of amounts paid or relating to acts or omissions occurring or existing at or prior to the Closing (including be paid in respect of acts or omissions settlement) actually and reasonably incurred by him in connection with this Agreement such Proceeding. Such indemnification shall continue as to a person who has ceased to be a director or officer and shall inure to the Contemplated Transactions) (a “D&O Indemnifiable Claim”) benefit of his heirs, executors, administrators and (ii) advance, unconditionally and interestlegal representatives. The right to indemnification conferred in the By-free, laws includes the right to such D&O Indemnified Persons all D&O Expenses receive payment of any expenses incurred by the Indemnitee in connection with any D&O Indemnifiable Claim (including such Proceeding in circumstances where advance of the D&O Indemnifying Party final disposition of the Proceeding, consistent with applicable law as then in effect. The above discussion of the DGCL and the Certificate of Incorporation and By-laws is otherwise entitled not intended to assume the defense of be exhaustive and is qualified in its entirety by such claim and has assumed such defense) promptly after receipt of statements therefor; provided, however, that, to the extent required by applicable Laws that cannot be waivedstatutes, the Person to whom D&O Expenses are to be advanced provides an unsecured undertaking to repay such advances to Certificate of Incorporation and the extent it is ultimately By-laws. The Registrant maintains liability insurance for the benefit of its directors and finally determined by a court of competent jurisdiction that suchofficers.

Indemnification of Directors and Officers. 8.8.1. For (a) The Corporation shall indemnify any person who was or is a period party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative by reason of six (6) years after the Closingfact that such person is or was, Buyer shall not, and shall not permit any Group Company to, amend, repeal or modify any provision in any Organizational Documents of any Group Company relating to the exculpation, indemnification or advancement of expenses of any Persons who at any time prior to or during which this Article VI is in effect, a director or officer of the Corporation, or is or was, at any time prior to or during which this Article VI is in effect, serving at the Closing are request of the Corporation as a director, officer, employee or were officersagent of another corporation, directors partnership, joint venture, trust, employee benefit plan or employees other enterprise against reasonable expenses (including attorneys' fees), judgments, fines, penalties, amounts paid in settlement and other liabilities actually and reasonably incurred by such person in connection with such action, suit or their equivalent) of any Group Company (each, a “D&O Indemnified Person”) with respect to acts or omissions existing or occurring at or prior proceeding to the Closing (unless and to full extent permitted by the extent required by Law), it being the intent General Corporation Law of the parties that all State of Delaware, upon such officersdetermination having been made as to such person's good faith and conduct. (b) Expenses (including attorneys' fees) incurred by a person who is or was a director or officer of the Corporation in appearing at, directors and employees of each Group Company participating in or defending any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, shall be paid by the Corporation at reasonable intervals 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 shall ultimately be determined that he is not entitled to exculpation, indemnification and advancement be indemnified by the Corporation as authorized by this Article VI. (c) It is the intention of expenses the Corporation to indemnify the persons referred to in this Article VI to the fullest extent permitted by applicable Law law and that no changewith respect to any action, modification suit or amendment proceeding arising from events which occur at any time prior to or during which this Article VI is in effect. The indemnification and advancement of expenses provided by this Article VI shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may be or become entitled under any law, the Corporation's Certificate of Incorporation, these Bylaws, agreement, the vote of Stockholders or disinterested directors or otherwise, or under any policy or policies of insurance purchased and maintained by the Corporation on behalf of any such person, both as to action in his official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such documents person. (d) The indemnification provided by this Article VI shall be subject to all valid and applicable laws, and, in the event this Article VI or arrangements may any of the provisions hereof or the indemnification contemplated hereby are found to be made that will adversely affect inconsistent with or contrary to any such Person’s right thereto without valid laws, the prior written consent of that Person. 8.8.2. In addition latter shall be deemed to the other rights provided for in control and this Section 8.8 and not in limitation thereofArticle VI shall be regarded as modified accordingly, from and after the Closingand, Buyer shall and shall cause each Group Company (each, a “D&O Indemnifying Party”) toas so modified, to the fullest extent permitted by applicable Law continue in full force and are required by the terms of the Group Companies’ Organizational Documents in effect as of the date hereof, (i) indemnify and hold harmless (and exculpate and release from any liability to Buyer or any Group Company) the D&O Indemnified Persons against all D&O Expenses and all losses, claims, damages, judgments, fines, penalties and amounts paid in settlement (“D&O Losses”) in respect of any threatened, pending or completed Action, whether criminal, civil, administrative or investigative, based on or arising out or relating to the fact that such Person is or was a officer, director or employee of any Group Company and arising out of or relating to acts or omissions occurring or existing at or prior to the Closing (including in respect of acts or omissions in connection with this Agreement and the Contemplated Transactions) (a “D&O Indemnifiable Claim”) and (ii) advance, unconditionally and interest-free, to such D&O Indemnified Persons all D&O Expenses incurred in connection with any D&O Indemnifiable Claim (including in circumstances where the D&O Indemnifying Party is otherwise entitled to assume the defense of such claim and has assumed such defense) promptly after receipt of statements therefor; provided, however, that, to the extent required by applicable Laws that cannot be waived, the Person to whom D&O Expenses are to be advanced provides an unsecured undertaking to repay such advances to the extent it is ultimately and finally determined by a court of competent jurisdiction that sucheffect.

Indemnification of Directors and Officers. 8.8.1. For a period of six (6a) years From and after the ClosingClosing Date, Buyer shall notParent shall, and shall not permit any Group Company cause the Surviving Corporation and its Subsidiaries to, amend, repeal or modify any provision in any Organizational Documents of any Group Company relating to the exculpationfullest extent permitted under applicable Law and their respective organizational documents as in effect on the date hereof, to maintain their existing indemnification or advancement provisions with respect to, and indemnify and hold harmless, each present and former director and officer of expenses of any Persons who at any time prior to or at the Closing are or were officersCompany and its Subsidiaries (collectively, directors or employees (or their equivalent) of any Group Company (each, a the “D&O Indemnified PersonParties”) against any and all costs or expenses (including travel expenses and reasonable attorneys’ fees), judgments, fines, losses, claims, damages, liabilities and amounts paid in defense or settlement or otherwise in connection with respect any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of or pertaining to acts any facts or omissions events existing or occurring at or prior to the Closing (unless Date for a period of six years after the Closing Date; provided that if any claim or claims are asserted or made within such six-year period, all rights to indemnification in respect of any such claim or claims shall continue until disposition of any and to the extent required by Law), it being the intent of the parties that all such officersclaims. Parent shall, directors and employees of each Group Company or shall be entitled to exculpationcause the Surviving Corporation to, indemnification and advancement of advance expenses to the fullest extent permitted by applicable Law and that no changean Indemnified Party, modification or amendment of such documents or arrangements may be made that will adversely affect any such Person’s right thereto without the prior written consent of that Person. 8.8.2. In addition to the other rights provided for in this Section 8.8 and not in limitation thereof, from and after the Closing, Buyer shall and shall cause each Group Company (each, a “D&O Indemnifying Party”) toas incurred, to the fullest extent permitted by under applicable Law and are required by Law; provided that the terms of the Group Companies’ Organizational Documents in effect as of the date hereof, (i) indemnify and hold harmless (and exculpate and release from any liability to Buyer or any Group Company) the D&O Indemnified Persons against all D&O Expenses and all losses, claims, damages, judgments, fines, penalties and amounts paid in settlement (“D&O Losses”) in respect of any threatened, pending or completed Action, whether criminal, civil, administrative or investigative, based on or arising out or relating to the fact that such Person is or was a officer, director or employee of any Group Company and arising out of or relating to acts or omissions occurring or existing at or prior to the Closing (including in respect of acts or omissions in connection with this Agreement and the Contemplated Transactions) (a “D&O Indemnifiable Claim”) and (ii) advance, unconditionally and interest-free, to such D&O Indemnified Persons all D&O Expenses incurred in connection with any D&O Indemnifiable Claim (including in circumstances where the D&O Indemnifying Party is otherwise entitled to assume the defense of such claim and has assumed such defense) promptly after receipt of statements therefor; provided, however, that, to the extent required by applicable Laws that cannot be waived, the Person to whom D&O Expenses expenses are to be advanced provides an unsecured undertaking to repay such advances to the extent if it is ultimately and finally determined by a court of competent jurisdiction in a final non-appealable order or decree that suchsuch Indemnified Party is not entitled to indemnification. In the event of any such claim, action, suit, proceeding or investigation (whether arising before or after the Closing Date), (i) the Indemnified Parties shall promptly notify Parent and the Surviving Corporation thereof, (ii) any counsel retained by the Indemnified Parties for any period after the Closing Date shall be subject to the consent of Parent and the Surviving Corporation (which consent shall not be unreasonably withheld), (iii) none of Parent and the Surviving Corporation shall be obligated to pay for more than one firm of counsel for all Indemnified Parties, except to the extent that (x) an Indemnified Party has been advised by counsel that there are conflicting interests between it and any other Indemnified Party or (y) local counsel, in addition to such other counsel, is required to effectively defend against such action or proceedings, and (iv) none of Parent and the Surviving Corporation shall be liable for any settlement effected without its written consent (which consent shall not be unreasonably withheld). None of Parent and the Surviving Corporation shall have any obligation hereunder to any Indemnified Party when and if it shall be determined by a court of competent jurisdiction in a final non-appealable order or decree that the indemnification of such Indemnified Party in the manner contemplated hereby is prohibited by applicable Law. (b) Parent shall, or shall cause the Surviving Corporation to, at or prior to the Effective Time, obtain “tail” or “runoff” insurance policies with a claims period of at least six years from the Effective Time with respect to directors’ and officers’ liability insurance, in an amount and scope at least as favorable as the Company’s existing policies from an insurance carrier with the same or better credit rating as the Company’s current insurance carrier. (c) If Parent or the Surviving Corporation or any of their successors or assigns (i) shall merge or consolidate with or merge into any other corporation or entity and shall not be the surviving or continuing corporation or entity of such consolidation or merger or (ii) shall transfer all or substantially all of their respective properties and assets to any individual, corporation or other entity, then in each such case, proper provisions shall be made so that the successors or assigns of Parent or the Surviving Corporation shall assume all of the obligations set forth in this Section 4.8.

Indemnification of Directors and Officers. 8.8.1(a) For a period of six years following the Closing Date, the Group shall, and if it fails to, the Purchaser shall, indemnify, defend and hold harmless all current and former directors and officers of the Group (each, a “Group Indemnified Party” and collectively, the “Group Indemnified Parties”) against any Damages (including any Damages described in clause (ii) of the definition of “Purchaser Group Liabilities”) incurred in connection with any Action, whether civil, criminal, administrative or investigative, incurred or suffered by such Group Indemnified Party by reason of: (i) any act or omission or alleged act or omission performed or omitted to be performed on behalf of any member of the Group or otherwise in connection with the business of any member of the Group; or (ii) the fact that he or she is or was a director or officer of the any member of the Group, whether asserted or claimed prior to, at or after the Closing Date, to the fullest extent that such member of the Group, or the Purchaser, as the case may be, would have been permitted, under applicable Law, indemnification agreements existing on the date hereof or the applicable Organizational Documents in effect on the date hereof, to indemnify such Group Indemnified Party (and members of the Group shall also advance expenses as incurred to the fullest extent permitted under applicable Law, indemnification agreements or the applicable Organizational Documents). For a period of six (6) years after following the ClosingClosing Date, Buyer shall notthe Purchaser shall, and shall not permit any cause the Group Company to, amend, repeal or modify any provision ensure that the provisions in any the Organizational Documents of any Group Company relating to the exculpation, indemnification or advancement of expenses of any Persons who at any time prior to or at the Closing are or were officers, directors or employees (or their equivalent) of any Group Company (each, a “D&O Indemnified Person”) with respect to acts or omissions existing or occurring at or prior to the Closing (unless and to the extent required by Law), it being the intent each member of the parties that all such officers, directors and employees Group allowing for the indemnification of each Group Company shall be entitled to exculpation, indemnification and advancement of expenses to the fullest extent permitted Group Indemnified Parties and the provision of insurance for the Group Indemnified Parties shall not be amended in a manner that would limit the scope of such indemnification and insurance, except as required by applicable Law and that no change, modification or amendment of such documents or arrangements may be made that will adversely affect any such Person’s right thereto without the prior written consent of that PersonLaw. 8.8.2. In addition (b) The Companies shall purchase (or shall cause to be purchased) “tail” insurance policies comparable in all material respects to the other rights provided Group’s current policies of directors’ and officers’ liability insurance coverage for in this Section 8.8 and not in limitation thereof, the Group Indemnified Parties that shall provide such Group Indemnified Parties with coverage for a period of six years from and after the ClosingClosing Date, Buyer shall with reputable and shall cause each Group Company (each, a “D&O Indemnifying Party”) to, to financially sound carriers of at least the fullest extent permitted by applicable Law same coverage and amounts and containing terms and conditions that are required no less advantageous in the aggregate than the current policies of directors’ and officers’ liability insurance maintained by the terms of the Group Companies’ Organizational Documents in effect as of the date hereof, (i) indemnify and hold harmless (and exculpate and release with respect to claims arising from any liability or related to Buyer facts or any Group Company) the D&O Indemnified Persons against all D&O Expenses and all losses, claims, damages, judgments, fines, penalties and amounts paid in settlement (“D&O Losses”) in respect of any threatened, pending or completed Action, whether criminal, civil, administrative or investigative, based on or arising out or relating to the fact events that such Person is or was a officer, director or employee of any Group Company and arising out of or relating to acts or omissions occurring or existing occurred at or prior to before the Closing (including in respect of acts or omissions in connection with this Agreement and the Contemplated Transactions) (a “D&O Indemnifiable Claim”) and (ii) advance, unconditionally and interest-free, to such D&O Indemnified Persons all D&O Expenses incurred in connection with any D&O Indemnifiable Claim (including in circumstances where the D&O Indemnifying Party is otherwise entitled to assume the defense of such claim and has assumed such defense) promptly after receipt of statements thereforDate; provided, however, thatthat the Companies shall not be obligated to expend more than 300% of the annual premium for the current policies of directors’ and officers’ liability insurance maintained by the Group in the aggregate to purchase such “tail” insurance. If such insurance coverage can only be obtained at a premium in excess of 300% of such current annual premium, the Companies shall obtain and maintain one or more policies with the greatest coverage available for an aggregate premium equal to 300% of such current annual premium. Notwithstanding anything in this Agreement to the extent required by applicable Laws that cannot be waivedcontrary, the Person to whom D&O Expenses are Purchaser and the Companies shall each be responsible for and shall pay one half of the price for the “tail” insurance policies to be advanced provides an unsecured undertaking purchased by the Companies under this Section 7.6(b). (c) The provisions of this Section 7.6 are intended to repay be for the benefit of, and shall be enforceable by, each Group Indemnified Party and each party entitled to insurance coverage under this Section 7.6, respectively, and his or her heirs and legal representatives, which shall be deemed as third party beneficiaries under this Agreement, and shall be in addition to, and shall not impair, any other rights a Group Indemnified Party may have under the applicable Organizational Documents of any member of the Group, under applicable Law or any indemnification agreement. The Purchaser shall ensure that the members of the Group comply with all of their respective obligations under this Section 7.6 and the Purchaser hereby guarantees all such advances obligations of the Group under this Section 7.6. (d) If the Purchaser or any member of the Group (or any of their respective successors or assigns) (i) consolidates with or merges with or into any other Person and is not the continuing company or entity of such consolidation or merger, or (ii) transfers or conveys all or substantially all its properties and assets to any Person, the extent it is ultimately Purchaser shall cause proper provisions to be made such that the successors and finally determined by a court assigns of competent jurisdiction that suchthe Purchaser or such member of the Group (as applicable) shall assume the obligations set forth in this Section 7.6.

Indemnification of Directors and Officers. 8.8.1. (a) For a period of six (6) years from and after the ClosingEffective Time, Buyer each Subject Company shall notindemnify and hold harmless (and advance funds in respect of each), in the same manner (and shall not permit no broader than) as required by the Governing Documents of the applicable Subject Company Group immediately prior to the Execution Date, each present and former director, manager, officer and employee of each Subject Company (in all of their capacities as such with respect to the Subject Company Groups) (collectively, the “Subject Company Groups Indemnified Parties”), against any Group costs or expenses (including reasonable attorneys’ fees and expenses and disbursements), judgments, fines, losses, claims, Damages or liabilities incurred in connection with any Action, whether civil, criminal, administrative or investigative, arising out of or pertaining to the fact that such Subject Company Groups Indemnified Party is or was a director, manager, officer or employee of any Subject Company, whether asserted or claimed prior to, amend, repeal at or modify any provision in any Organizational Documents of any Group Company relating to after the exculpation, indemnification or advancement of expenses of any Persons who at any time prior to or at the Closing are or were officers, directors or employees Effective Time (or their equivalent) of any Group Company (each, a “D&O Indemnified Person”) including with respect to acts or omissions existing by directors or occurring at or prior to officers of each Subject Company in their capacities as such arising in connection with the Closing (unless and to the extent required by Lawtransactions contemplated hereby), it being the intent of the parties that all such officers, directors and employees of each Group Company shall be entitled to exculpation, indemnification and provide advancement of expenses to the fullest Subject Company Groups Indemnified Parties, in all such cases to the same extent permitted that (and no broader than) such Persons are indemnified or have the right to advancement of expenses as of the Execution Date by the Subject Company Groups pursuant to the Governing Documents of any Subject Company and indemnification agreements, if any, in existence on the Execution Date (each of which have been made available to the Purchaser). (b) Purchaser and each Subject Company agree that, until the six (6) year anniversary date of the Closing Date, the Governing Documents of each Subject Company shall contain provisions no less favorable with respect to indemnification of Subject Company Groups Indemnified Parties than are provided in the Governing Documents of the applicable Law and members of the Subject Company Groups Indemnified Parties in existence on the Execution Date, which provisions shall not be amended, repealed or otherwise modified after the Closing in any manner that no changewould adversely affect the rights thereunder of any Subject Company Groups Indemnified Parties with respect to indemnification or advancement of expenses unless such amendment, modification or amendment repeal is required by applicable Law. (c) At or prior to the Closing, Sellers shall cause the Subject Companies to obtain (and fully prepay, subject to reimbursement by Purchaser at Closing of one hundred percent (100%) of the premium thereof), a “tail” policy from an insurer with substantially the same or better credit rating as the current carrier(s) for the existing D&O Insurance of the Subject Company Groups that provides coverage for acts or omissions occurring prior to the Effective Time covering each such Person covered by the D&O Insurance of the Subject Company Groups as of the Effective Time on terms with respect to coverage and in amounts no less favorable in the aggregate than the D&O Insurance of the Subject Company Groups in effect on the Execution Date and with a term of six (6) years from the Effective Time; provided, however, that Purchaser and/or any Subject Company shall not be required to pay an annual premium for the D&O Insurance in excess of three hundred percent (300%) of the existing annual premium currently paid by the Subject Company Groups for such coverage; and provided, further, however, that if any annual premium for such insurance coverage exceeds three hundred percent (300%) of such documents or arrangements may be made that will adversely affect any existing annual premium, Purchaser shall obtain as much coverage as reasonably practicable for a cost not exceeding such Person’s right thereto without the prior written consent of that Person. 8.8.2amount. In addition to the other rights provided for in this Section 8.8 and not in limitation thereof, from From and after the Closing, Buyer shall and Purchaser shall cause each Group Company (each, a “D&O Indemnifying Party”) to, to the fullest extent permitted by applicable Law and are required by the terms of the Group Companies’ Organizational Documents in effect as of the date hereof, (i) indemnify and hold harmless (and exculpate and release from any liability to Buyer or any Group Company) the D&O Indemnified Persons against all D&O Expenses and all losses, claims, damages, judgments, fines, penalties and amounts paid in settlement (“D&O Losses”) in respect of any threatened, pending or completed Action, whether criminal, civil, administrative or investigative, based on or arising out or relating to the fact that such Person is or was a officer, director or employee of any Group Company and arising out of or relating to acts or omissions occurring or existing at or prior to the Closing (including in respect of acts or omissions in connection with this Agreement and the Contemplated Transactions) (a “D&O Indemnifiable Claim”) and (ii) advance, unconditionally and interest-free, to such D&O Indemnified Persons all D&O Expenses incurred in connection with any D&O Indemnifiable Claim (including in circumstances where the D&O Indemnifying Party is otherwise entitled to assume the defense of such claim and has assumed such defense) promptly after receipt of statements therefor; provided, however, that, to the extent required by applicable Laws that cannot be waived, the Person to whom D&O Expenses are policy to be advanced provides an unsecured undertaking maintained in full force and effect, for its full term, and cause all obligations thereunder to repay such advances to the extent it is ultimately and finally determined be honored by a court of competent jurisdiction that sucheach Subject Company.

Indemnification of Directors and Officers. 8.8.1(a) For six (6) years from and after the Closing Date, Purchaser shall cause the Company to indemnify and hold harmless all past and present officers, managers and directors of the Purchased Entities (including, for the avoidance of doubt, the applicable individuals included in the definition of the Company’s Knowledge) (each a “D&O Indemnitee” and, collectively, the “D&O Indemnitees”) to the same extent such persons are, as of the date of this Agreement, indemnified by the Purchased Entities pursuant to the Charter Documents of the Purchased Entities for acts or omissions occurring at or prior to the Closing Date, and Purchaser shall not, and shall not permit any Purchased Entity to, amend, repeal or modify, or, in the event of a merger, consolidation or dissolution or similar transaction involving any of such entities, fail to have the successor entity or entities assume the obligations under or continue, any provision in the Charter Documents of any Purchased Entity relating to the exculpation or indemnification of former officers, managers and directors in any manner that would adversely affect or diminish the rights thereunder of the D&O Indemnitees, unless such modification is required by applicable Legal Requirements. For Notwithstanding anything to the contrary in the Charter Documents of the Company or any of its Subsidiaries or any provision in any indemnification or other agreement to which any of them is a party or by which any of them is bound, (i) no exculpation or other provision in the Charter Documents of the Company or any of its Subsidiaries or any such agreement shall be deemed to exculpate any such person from its obligations under this Agreement and (ii) no Person that is an Equityholder or an Affiliate or employee of an Equityholder shall be entitled to indemnification or reimbursement or advancement of expenses under any provision of the Charter Documents of the Company or any of its Subsidiaries or any such agreement for any matter constituting a breach of the representations and warranties set forth in ARTICLE IV or ARTICLE V of this Agreement. (b) Prior to the Closing, the Company shall, in consultation with Purchaser, cause the Purchased Entities to purchase, and the Purchased Entities immediately following the Closing shall maintain (the cost of which will be borne 50% by the Sellers (as a Transaction Expense) and 50% by Purchaser), in effect for a period of six (6) years thereafter, (i) a tail policy to the current policy of directors’ and officers’ liability insurance maintained by the Purchased Entities (the “D&O Tail Policy”), which D&O Tail Policy shall be effective for a period from the Closing through and including the date six (6) years after the Closing Date, with respect to claims arising from facts or events that occurred on or before the Closing, Buyer and which shall notcontain substantially the same coverage as currently provided, and shall not permit any Group Company to(ii) “run off” coverage (the cost of which will be borne 50% by the Sellers as a Transaction Expense) as provided by the Purchased Entities’ fiduciary and employee benefit policies, amendin each case, repeal or modify any provision covering those Persons who are covered on the date of this Agreement by such policies and with terms, conditions, retentions and limits of liability that are no less advantageous than the coverage provided under the Purchased Entities’ existing policies. (c) Notwithstanding anything contained in any Organizational Documents of any Group Company relating this Agreement to the exculpationcontrary, indemnification this Section 8.7 shall survive the consummation of the Closing. In the event that Purchaser, any Purchased Entity or advancement any of expenses their respective successors or assigns (i) consolidates with or merges into any other Person, or (ii) transfers all or substantially all of its properties or assets to any Persons who at any time prior Person, then, and in each case, such Purchaser, Purchased Entity and their respective successors or assigns, as the case may be, shall cause proper provision to or at be made so that the Closing successors and assigns of such Person assume, succeed to and are or were officers, directors or employees (or their equivalent) of any Group Company (each, a “D&O Indemnified Person”) with respect to acts or omissions existing or occurring at or prior to bound by the Closing (unless and obligations set forth in this Section 8.7. Except to the extent required by Law)to comply with applicable Legal Requirements, it being the intent obligations of Purchaser and the parties that all Company under this Section 8.7 shall not be terminated or modified in such officers, directors and employees of each Group Company shall be entitled a manner as to exculpation, indemnification and advancement of expenses to the fullest extent permitted by applicable Law and that no change, modification or amendment of such documents or arrangements may be made that will adversely affect any such Person’s right thereto D&O Indemnitee to whom this Section 8.7 applies without the prior written consent of that Personsuch affected D&O Indemnitee. 8.8.2. In addition to the other rights provided for in this Section 8.8 and not in limitation thereof, from and after the Closing, Buyer shall and shall cause each Group Company (each, a “D&O Indemnifying Party”) to, to the fullest extent permitted by applicable Law and are required by the terms of the Group Companies’ Organizational Documents in effect as of the date hereof, (i) indemnify and hold harmless (and exculpate and release from any liability to Buyer or any Group Company) the D&O Indemnified Persons against all D&O Expenses and all losses, claims, damages, judgments, fines, penalties and amounts paid in settlement (“D&O Losses”) in respect of any threatened, pending or completed Action, whether criminal, civil, administrative or investigative, based on or arising out or relating to the fact that such Person is or was a officer, director or employee of any Group Company and arising out of or relating to acts or omissions occurring or existing at or prior to the Closing (including in respect of acts or omissions in connection with this Agreement and the Contemplated Transactions) (a “D&O Indemnifiable Claim”) and (ii) advance, unconditionally and interest-free, to such D&O Indemnified Persons all D&O Expenses incurred in connection with any D&O Indemnifiable Claim (including in circumstances where the D&O Indemnifying Party is otherwise entitled to assume the defense of such claim and has assumed such defense) promptly after receipt of statements therefor; provided, however, that, to the extent required by applicable Laws that cannot be waived, the Person to whom D&O Expenses are to be advanced provides an unsecured undertaking to repay such advances to the extent it is ultimately and finally determined by a court of competent jurisdiction that such

Indemnification of Directors and Officers. 8.8.1. For (a) Parent and the Surviving Corporation agree that the indemnification obligations set forth in the Company's Certificate and the Company's By-laws, in each case as of the date of this Agreement, shall survive the Merger (and, prior to the Effective Time, Parent shall cause the Certificate of Incorporation and By-laws of Merger Sub to reflect such provisions) and shall not be amended, repealed or otherwise modified for a period of six (6) years after the Closing, Buyer shall not, and shall not permit any Group Company to, amend, repeal or modify any provision Effective Time in any Organizational Documents manner that would adversely affect the rights thereunder of any Group Company relating to the exculpation, indemnification or advancement of expenses of any Persons individuals who at any time prior to or at the Closing are or were officers, directors or employees (or their equivalent) of any Group Company (each, a “D&O Indemnified Person”) with respect to acts or omissions existing or occurring at on or prior to the Closing (unless and to the extent required by Law)Effective Time were directors, it being the intent officers, employees or agents of the parties that all such officers, directors and employees of each Group Company shall be entitled to exculpation, indemnification and advancement of expenses to the fullest extent permitted by applicable Law and that no change, modification or amendment of such documents or arrangements may be made that will adversely affect any such Person’s right thereto without the prior written consent of that Personits subsidiaries. 8.8.2. In addition to the other rights provided for in this Section 8.8 and not in limitation thereof, from and after the Closing, Buyer shall and shall cause each Group (b) The Company (each, a “D&O Indemnifying Party”) toshall, to the fullest extent permitted by under applicable Law and are required by regardless of whether the terms of the Group Companies’ Organizational Documents in effect as of the date hereofMerger becomes effective, (i) indemnify and hold harmless (harmless, and, after the Effective Time, Parent and exculpate the Surviving Corporation shall, to the fullest extent permitted under applicable Law, indemnify and release from any liability to Buyer hold harmless, each present and former director, officer, trustee, fiduciary, employee or agent of the Company and each Company Subsidiary and each such person who served at the request of the Company or any Group CompanyCompany Subsidiary as a director, officer, trustee, partner, fiduciary, employee or agent of another corporation, partnership, joint venture, trust, pension or other employee benefit plan or enterprise (collectively, the "Indemnified Parties") the D&O Indemnified Persons against all D&O Expenses costs and all expenses (including reasonable attorneys' fees), judgments, fines, losses, claims, damages, judgments, fines, penalties liabilities and settlement amounts paid in settlement connection with any claim, action, suit, proceeding or investigation (“D&O Losses”) in respect of any threatened, pending whether arising before or completed Actionafter the Effective Time), whether criminal, civil, administrative or investigative, based on or arising out or relating to the fact that such Person is or was a officer, director or employee of any Group Company and arising out of or relating pertaining to acts any action or omissions omission in their capacity as an officer or director, in each case occurring before the Effective Time (including the transactions contemplated by this Agreement). Without limiting the foregoing, in the 49 event of any such claim, action, suit, proceeding or existing at investigation, (i) the Company or prior Parent and the Surviving Corporation, as the case may be, shall pay the fees and expenses of counsel selected by any Indemnified Party, which counsel shall be reasonably satisfactory to the Closing (including in respect of acts Company or omissions in connection with this Agreement to Parent and the Contemplated Transactions) Surviving Corporation, as the case may be, promptly after statements therefor are received (a “D&O Indemnifiable Claim”unless the Surviving Corporation shall elect to defend such action) and (ii) advance, unconditionally the Company and interest-free, to such D&O Indemnified Persons all D&O Expenses incurred Parent and the Surviving Corporation shall cooperate in connection with any D&O Indemnifiable Claim (including in circumstances where the D&O Indemnifying Party is otherwise entitled to assume the defense of any such claim matter. (c) For six years from the Effective Time, the Surviving Corporation shall use its best efforts to provide to the Company's current directors and has assumed such defense) promptly after receipt officers liability insurance protection of statements thereforthe same kind and scope as that provided by the Company's directors' and officers' liability insurance policies (copies of which have been made available to Parent); provided, however, thatthat in no event shall Parent be required to expend more than 200% of the current amount expended by the Company (the "Insurance Amount") to maintain or procure insurance coverage pursuant hereto and further provided that if Parent is unable to maintain or obtain the insurance called for by this Section 6.14(c), Parent shall use its best efforts to obtain as much comparable insurance as available for the extent required by applicable Laws that canInsurance Amount. (d) In the event the Company or the Surviving Corporation or any of their respective successors or assigns (i) consolidates with or merges into any other person or shall not be waivedthe continuing or surviving corporation or entity in such consolidation or merger or (ii) transfers all or substantially all its properties and assets to any person, then, and in each case, proper provision shall be made so that the successors and assigns of the Company or the Surviving Corporation, as the case may be, honor the indemnification obligations set forth in this Section 6.14. (e) The obligations of the Company, the Person Surviving Corporation, and Parent under this Section 6.14 shall not be terminated or modified in such a manner as to adversely affect any director, officer, employee, agent or other person to whom D&O Expenses are this Section 6.14 applies without the consent of such affected director, officer, employees, agents or other persons (it being expressly agreed that each such director, officer, employee, agent or other person to whom this Section 6.14 applies shall be advanced provides an unsecured undertaking to repay such advances to the extent it is ultimately and finally determined by a court third-party beneficiaries of competent jurisdiction that suchthis Section 6.14).

Indemnification of Directors and Officers. 8.8.1. For a period of six (6a) years after After the ClosingEffective Time, Buyer shall notParent will cause the Surviving Corporation to indemnify and hold harmless each person who is now, and shall not permit any Group Company to, amend, repeal or modify any provision in any Organizational Documents of any Group Company relating to the exculpation, indemnification or advancement of expenses of any Persons who has been at any time prior to the date of this Agreement or at who becomes prior to the Closing Effective Time, an officer, director or employee of the Company or any of its Subsidiaries (the "COMPANY INDEMNIFIED PARTIES") against all losses, claims, damages, costs, expenses, liabilities or judgments or amounts that are or were officerspaid in settlement, directors or employees in each case to the extent actually and reasonably incurred with the approval of the indemnifying party, which approval shall not be unreasonably withheld (or their equivalentthe "COMPANY INDEMNIFIED LIABILITIES") of or in connection with any Group claim, action, suit, proceeding or investigation by reason of the fact that such person is or was a director, officer or employee of the Company (eachor any of its Subsidiaries, a “D&O Indemnified Person”) with respect whether pertaining to acts or omissions any matter existing or occurring at or prior to the Closing Effective Time and whether asserted or claimed prior to, or at or after the Effective Time and all Company Indemnified Liabilities based on, or primarily arising out of, or primarily relating to this Agreement or the transactions contemplated hereby (unless and to the extent required by Law), it being the intent of the parties that all such officers, directors and employees of each Group Company shall be entitled to exculpation, indemnification and advancement of expenses to the fullest extent permitted by applicable Law and that no change, modification or amendment of such documents or arrangements may be made that will adversely affect any such Person’s right thereto without the prior written consent of that Person. 8.8.2. In addition to the other rights provided for in this Section 8.8 and not in limitation thereof, from and after the Closing, Buyer shall and shall cause each Group Company (each, a “D&O Indemnifying Party”) to, to the fullest extent permitted by applicable Law and are required by the terms of the Group Companies’ Organizational Documents in effect as of the date hereof, (i) indemnify and hold harmless (and exculpate and release from any liability to Buyer or any Group Company) the D&O Indemnified Persons against all D&O Expenses and all losses, claims, damages, judgmentscosts, finesexpenses, penalties liabilities or judgments or amounts arose from or are related directly to this Agreement or the transactions contemplated hereby), in each case to the full extent a corporation is permitted by law to indemnify its own directors, officers and amounts paid employees (the "COMPANY INDEMNIFIED PROCEEDINGS"). In the event any Company Indemnified Party is or becomes involved in settlement (“D&O Losses”) any Company Indemnified Proceeding, Parent shall, or shall cause the Surviving Corporation to, pay expenses in respect advance of the final disposition of any threatened, pending or completed Action, whether criminal, civil, administrative or investigative, based on or arising out or relating such Company Indemnified Proceeding to each Company Indemnified Party to the fact full extent permitted by law upon receipt of any undertaking contemplated by Section 145 of Delaware Law. Without limiting the foregoing, in the event any such Company Indemnified Proceeding is brought against any Company Indemnified Party, (i) the Company Indemnified Parties may retain counsel of their choosing, provided, however, that such Person counsel is or was a officer, director or employee of any Group Company and arising out of or relating reasonably satisfactory to acts or omissions occurring or existing at or prior to the Closing (including in respect of acts or omissions in connection with this Agreement Parent and the Contemplated Transactions) (a “D&O Indemnifiable Claim”) and Surviving Corporation, (ii) advanceParent shall, unconditionally or shall cause the Surviving Corporation to, pay all reasonable and interest-freedocumented fees and expenses of such counsel for the Company Indemnified Parties promptly as statements therefor are received, and (iii) Parent and the Surviving Corporation will use all reasonable efforts to such D&O Indemnified Persons all D&O Expenses incurred assist in connection with any D&O Indemnifiable Claim (including in circumstances where the D&O Indemnifying Party is otherwise entitled to assume the vigorous defense of any such claim and has assumed such defense) promptly after receipt of statements thereformatter; provided, however, thatthat neither Parent nor the Surviving Corporation shall be liable for any settlement of any claim effected without its written consent, to the extent required by applicable Laws that canwhich consent shall not be waived, the Person unreasonably withheld. Any Company Indemnified Party wishing to whom D&O Expenses are to be advanced provides an unsecured undertaking to repay such advances to the extent it is ultimately and finally determined by a court of competent jurisdiction that suchclaim indemnification under this

Indemnification of Directors and Officers. 8.8.1(a) All rights to exculpation, indemnification and advancement of expenses for acts or omissions occurring at or prior to the Effective Time, whether or not asserted or claimed prior to, at or after the Effective Time (including in respect of any matters arising in connection with the Transaction Agreements or the Transactions), in favor of any D&O Indemnified Person contained in the certificate of incorporation, by-laws or other equivalent governing documents of the Company or any of its Subsidiaries or in any Contract to which the Company or any of its Subsidiaries is a party, shall survive the Merger and shall continue in full force and effect for at least six years after the Effective Time. For a period of at least six (6) years after the ClosingEffective Time, Buyer (i) Parent shall not, and shall not permit the Surviving Corporation or any Group Company of its Subsidiaries to, amend, repeal or modify any provision in any Organizational Documents the certificate of incorporation, by-laws or other equivalent governing documents of any Group Company of them relating to the exculpation, indemnification or advancement of expenses of any Persons who at any time prior to or at the Closing are or were officers, directors or employees (or their equivalent) of any Group Company (each, a “D&O Indemnified Person”) Person with respect to acts or omissions existing or occurring at or prior to the Closing Effective Time, whether or not asserted or claimed prior to, at or after the Effective Time and (unless and ii) all D&O Indemnified Persons shall continue to the extent required by Law), it being the intent of the parties that all such officers, directors and employees of each Group Company shall be entitled to such exculpation, indemnification and advancement of expenses to the fullest extent permitted by applicable Law and that no change, modification or amendment of such documents or arrangements may shall be made that will could adversely affect any such D&O Indemnified Person’s right thereto without the prior written consent of that such D&O Indemnified Person. 8.8.2. In addition (b) Parent shall, or shall cause the Surviving Corporation as of the Effective Time, to the other rights provided for in this Section 8.8 obtain and not in limitation thereoffully pay for, at Parent’s expense, “tail” insurance policies with a claims period of at least six years from and after the ClosingEffective Time, Buyer shall from an insurance carrier with the same or better credit ratings as the Company’s current insurance carrier with respect to officers’ and shall cause each Group Company directors’ liability insurance and fiduciary liability insurance (eachcollectively, a “D&O Indemnifying PartyInsurance”) to, to for the fullest extent permitted by applicable Law and Persons who are required covered by the terms existing D&O Insurance of the Group Companies’ Organizational Documents in effect as of the date hereof, (i) indemnify and hold harmless (and exculpate and release from any liability to Buyer or any Group Company) the D&O Indemnified Persons against all D&O Expenses and all losses, claims, damages, judgments, fines, penalties and amounts paid in settlement (“D&O Losses”) in respect of any threatened, pending or completed Action, whether criminal, civil, administrative or investigative, based on or arising out or relating to the fact that such Person is or was a officer, director or employee of any Group Company and any of its Subsidiaries, with terms, conditions, retentions and levels of coverage (including as coverage relates to deductibles and exclusions) at least as favorable as the existing D&O Insurance with respect to matters arising out of or relating to acts or omissions occurring or existing (or alleged to have occurred or existed) at or prior to the Closing Effective Time (including in respect of acts or omissions in connection with this Agreement the Transaction Agreements and the Contemplated Transactions); provided that one-half of the cost of the D&O Insurance shall be deemed to be a Transaction Expense. Parent shall not, and shall cause the Surviving Corporation not to, cancel or change the D&O Insurance. (c) If Parent or the Surviving Corporation or any of their respective successors or assigns (a “D&O Indemnifiable Claim”i) consolidates with or merges into any other Person and is not the continuing or surviving Person of such consolidation or merger or (ii) advancetransfers or conveys 50% or more of its properties and other assets to any Person (including by liquidation, unconditionally dissolution or assignment for the benefit of creditors or similar action), then in each such case Parent or the Surviving Corporation shall cause proper provision to be made so that the applicable successors and interest-freeassigns or transferees expressly assume the obligations set forth in this Section 5.08. (d) Except for D&O Losses and D&O Expenses to the extent actually covered by the D&O Insurance, each of Parent and the Surviving Corporation shall be a full indemnitor of first resort, shall be required to such D&O Indemnified Persons advance the full amount of all D&O Expenses incurred in connection with any by a D&O Indemnifiable Claim (including in circumstances where Indemnified Person and shall be liable for the full amount of all D&O Indemnifying Party is otherwise entitled to assume the defense of such claim and has assumed such defense) promptly after receipt of statements therefor; provided, however, that, Losses to the extent required by applicable Laws that canrequired, without regard to any rights a D&O Indemnified Person may have against (i) any insurer providing insurance coverage under an insurance policy (other than the D&O Insurance) issued to, or covering, such Person or (ii) any other Persons. (e) Notwithstanding anything herein to the contrary, the rights and benefits of the D&O Indemnified Persons under this Section 5.08 shall not be waived, terminated or modified in any manner adverse to any D&O Indemnified Person without the Person to whom prior written consent of such D&O Expenses Indemnified Person. The provisions of this Section 5.08 are intended to be advanced provides for the benefit of, and shall be enforceable by, each D&O Indemnified Person, his or her heirs and his or her executors, administrators and personal representatives, each of whom is an unsecured undertaking intended third-party beneficiary of this Section 5.08, and are in addition to, and not in substitution for, any other rights, including rights to repay indemnification or contribution that any such advances to Person may have by Contract or otherwise. The provisions of this Section 5.08 shall survive the extent it is ultimately and finally determined by a court consummation of competent jurisdiction that suchthe Transactions.

Indemnification of Directors and Officers. 8.8.1. (a) For a period of six (6) years from and after the ClosingEffective Time, Buyer shall notthe Surviving Corporation shall, and Parent shall not permit any Group Company cause the Surviving Corporation to, amendindemnify and hold harmless each of the Company’s and its Subsidiaries’ respective present or former directors and officers (in each case, repeal Table of Contents solely to the extent acting in such capacity) (each an “Indemnified Person,” and collectively, the “Indemnified Persons”) against all reasonable and documented costs and expenses (including reasonable and documented legal fees and expenses), judgments, fines, losses, claims, damages, liabilities and settlement amounts paid in connection with any pending or modify any provision in any Organizational Documents threatened Proceeding (whether arising before or after the Effective Time), whether civil, criminal, administrative or investigative, arising out of any Group Company or relating to the exculpationany action or omission in their capacity as an officer, indemnification or advancement of expenses of any Persons who at any time prior to or at the Closing are or were officersdirector, directors or employees employee, fiduciary (or their equivalent) of any Group Company (each, a “D&O Indemnified Person”) including with respect to acts or omissions existing or an employee benefit plan) occurring at on or prior to the Closing Effective Time, or relating to this Agreement and the Transactions, in each case to the fullest extent that the Company would have been permitted under applicable Law or pursuant to any indemnification agreements with the Company and any of its Subsidiaries in effect as of the Effective Time (collectively, the “D&O Indemnification Agreements”). To the fullest extent the Company would have been permitted by applicable Law, the Surviving Corporation shall, and Parent shall cause the Surviving Corporation to, pay all expenses (including reasonable and documented legal fees and expenses) of each Indemnified Person in the defense of any Proceeding in advance of the final disposition of any such Proceeding, subject to receipt from the Indemnified Person to whom such expenses are advanced of an undertaking to repay such advances if it is ultimately determined in accordance with applicable Law that such Indemnified Person is not entitled to indemnification. In the event any Proceeding is brought against any Indemnified Person and in which indemnification could be sought by such Indemnified Party under this Section 4.8, (i) the Surviving Corporation shall have the right, but not the obligation, to control the defense thereof after the Effective Time, (ii) each Indemnified Person shall be entitled to retain his or her own counsel, whether or not the Surviving Corporation shall elect to control the defense of any such Proceeding, (iii) the Surviving Corporation shall pay the reasonable and documented fees and expenses of one counsel selected by an Indemnified Person reasonably promptly after statements therefor are received by the Surviving Corporation, whether or not the Surviving Corporation shall elect to control the defense of any such Proceeding, (iv) neither Parent nor the Surviving Corporation shall settle, compromise or consent to the entry of any judgment in any such Proceeding, unless such settlement, compromise or consent relates only to monetary damages or includes an unconditional release of such Indemnified Person from all Liability arising out of such Proceeding or such Indemnified Person otherwise consents thereto and (v) the Surviving Corporation shall reasonably cooperate with the Indemnified Person in the defense of any such matter. The rights of each Indemnified Person under this Section 4.8 shall be in addition to any rights such Person may have under the Company Certificate, the Company Bylaws, and the D&O Indemnification Agreements. (b) For a period of six years from and after the Effective Time, to the extent required permitted by applicable Law), it being the intent certificate of incorporation and bylaws of the parties that all such officers, directors and employees of each Group Company Surviving Corporation shall be entitled contain provisions no less favorable with respect to exculpation, indemnification and advancement of expenses of directors and officers of the Company for periods at or prior to the fullest Effective Time than were set forth in the Company Certificate and the Company Bylaws prior to the Effective Time. To the extent permitted by applicable Law Law, the D&O Indemnification Agreements shall continue in full force and that no change, modification or amendment of such documents or arrangements may be made that will adversely affect any such Person’s right thereto without effect in accordance with their terms following the prior written consent of that PersonEffective Time. 8.8.2. In addition (c) Prior to the other rights provided for in this Section 8.8 Effective Time, the Company shall bind and not in limitation thereof, from purchase directors and after officers’ runoff insurance coverage (the Closing, Buyer shall and shall cause each Group Company (each, a “D&O Indemnifying PartyRunoff Insurance”) to), to which by its terms shall survive the fullest extent permitted by applicable Law and are required by Merger for not less than six years for the terms benefit of the Group CompaniesCompany, its Subsidiaries, the Company’s and any of its Subsidiary’s past and present directors and/or officers that are insured under the Company’s current directors and officers’ Organizational Documents liability insurance policy in effect as of the date hereofAgreement Date. The D&O Runoff Insurance shall provide coverage for the Company, its Subsidiaries and such persons in their capacity as director and/or officers of the Company or any of its Subsidiaries prior to the Effective Time that is not less favorable in the aggregate than the Company’s existing directors and officers policy (true and complete copies which have been made available to Parent) or, if substantially equivalent insurance coverage is unavailable, the best available coverage. The Surviving Corporation shall maintain the D&O Runoff Insurance in full force and effect and continue to honor the obligations thereunder for a period of six years Table of Contents after the Effective Time or, if such policies are terminated or cancelled, obtain (subject to the limitations set forth in the next sentence) alternative D&O Runoff Insurance on substantially similar terms as set forth in this Section 4.8(c). Neither the Company nor the Surviving Corporation shall be required to pay an annual premium for the D&O Runoff Insurance in excess of 300% (the “Maximum Amount”) of the last annual premium paid prior to the Agreement Date (it being understood and agreed that in the event the cost of such D&O Runoff Insurance exceeds the Maximum Amount, in the aggregate, the Company shall remain obligated to provide, and the Surviving Corporation shall be obligated to obtain as much comparable insurance as possible for an annual premium equal to the Maximum Amount). The Company and Indemnified Persons may be required to make reasonable application and provide reasonable and customary representations and warranties to applicable insurance carriers for the purpose of obtaining such D&O Runoff Insurance. Parent shall upon written request furnish a copy of such insurance policy to each beneficiary of such policy. (d) In the event the Surviving Corporation or its Subsidiaries or their respective successors or assigns (i) indemnify consolidate with or merge into any other Person and hold harmless (and exculpate and release from any liability to Buyer are not the continuing or any Group Company) the D&O Indemnified Persons against all D&O Expenses and all losses, claims, damages, judgments, fines, penalties and amounts paid in settlement (“D&O Losses”) in respect surviving company or Entity of any threatened, pending such consolidation or completed Action, whether criminal, civil, administrative merger or investigative, based on or arising out or relating to the fact that such Person is or was a officer, director or employee of any Group Company and arising out of or relating to acts or omissions occurring or existing at or prior to the Closing (including in respect of acts or omissions in connection with this Agreement and the Contemplated Transactions) (a “D&O Indemnifiable Claim”) and (ii) advancetransfer all or substantially all of their properties and assets to any Person, unconditionally then proper provision shall be made so that such continuing or surviving corporation or Entity or transferee of such assets, as the case may be, shall assume the obligations set forth in this Section 4.8, without relieving Parent of its obligations under this Section 4.8. (e) The obligations under this Section 4.8 shall not be terminated or modified in such a manner as to adversely affect any Indemnified Person to whom this Section 4.8 applies without the consent of such affected Indemnified Person. The provisions of this Section 4.8 are intended to be for the benefit of, and interest-freeshall be enforceable by, each Indemnified Person, his or her heirs and his or her representatives, and are in addition to, and not in substitution for, any other rights to which each Indemnified Person is entitled, whether pursuant to Law, Contract or otherwise. (f) Any Indemnified Person seeking to claim indemnification or an advancement of expenses under this Agreement or otherwise, upon learning of any Proceeding that is subject to the indemnification obligations of this Section 4.8, shall promptly notify the Surviving Corporation thereof, but failure to so notify shall not relieve the Surviving Corporation of an Liability it may have to such D&O Indemnified Persons all D&O Expenses incurred in connection with any D&O Indemnifiable Claim (including in circumstances where the D&O Indemnifying Party is otherwise entitled to assume the defense of such claim and has assumed such defense) promptly after receipt of statements therefor; providedPerson, however, that, except to the extent required by applicable Laws that cannot be waived, such failure prejudices in any material respect the Person to whom D&O Expenses are to be advanced provides an unsecured undertaking to repay such advances to the extent it is ultimately and finally determined by a court of competent jurisdiction that suchSurviving Corporation.

Indemnification of Directors and Officers. 8.8.1. For a period of six (6a) years From and after the Closing, Buyer shall noteach of Parent, Merger Sub and the Company will indemnify, defend and hold harmless, and shall not permit any Group Company advance expenses as incurred to, amend, repeal or modify any provision in any Organizational Documents of any Group Company relating each case to the exculpationfullest extent permitted under applicable Law, indemnification or advancement each present and former director and officer of expenses of any Persons who at any time prior to or at the Closing are or were officers, directors or employees (or their equivalent) of any Group Company and its Subsidiaries (each, a “D&O Indemnified PersonParty”) against any costs, expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages, liabilities and amounts paid in settlement (collectively, “Costs”) incurred in connection with respect any threatened, pending or completed action, whether civil, criminal, administrative or investigative, based on, arising out of or related to acts such D&O Indemnified Parties’ service as a director or omissions existing officer of the Company or occurring its Subsidiaries or services performed by such Persons at the request of the Company or its Subsidiaries at or prior to the Closing (unless and to Closing, whether asserted or claimed prior to, at or after the extent required by Law)Closing, it being the intent of the parties that all such officers, directors and employees of each Group Company shall be entitled to exculpation, indemnification and advancement of expenses to the fullest extent that the Company would have been permitted under the DGCL and its certificate of incorporation or by-laws in effect on the date of this Agreement to indemnify such Person (a “D&O Indemnifiable Claim”), including, for the avoidance of doubt, in connection with (i) the transactions contemplated by applicable Law this Agreement and that no change, modification (ii) actions to enforce this provision or amendment any other indemnification or advancement right of such documents or arrangements may be made that will adversely affect any such Person’s right thereto without the prior written consent of that Person. 8.8.2D&O Indemnified Party. In addition to the other rights provided for in this Section 8.8 and not in limitation thereofaddition, from and after the Closing, Buyer shall each of Parent, Merger Sub and shall cause the Company will advance to each Group Company (each, a “D&O Indemnifying Party”) to, to the fullest extent permitted by applicable Law and are required by the terms of the Group Companies’ Organizational Documents in effect as of the date hereof, (i) indemnify and hold harmless (and exculpate and release from any liability to Buyer or any Group Company) the D&O Indemnified Persons against all D&O Expenses and all losses, claims, damages, judgments, fines, penalties and amounts paid in settlement (“D&O Losses”) in respect of any threatened, pending or completed Action, whether criminal, civil, administrative or investigative, based on or arising out or relating to the fact that such Person is or was a officer, director or employee of any Group Company and arising out of or relating to acts or omissions occurring or existing at or prior to the Closing (including in respect of acts or omissions in connection with this Agreement and the Contemplated Transactions) (a “D&O Indemnifiable Claim”) and (ii) advance, unconditionally and interest-free, to such D&O Indemnified Persons Party all D&O Expenses incurred in connection with any D&O Indemnifiable Claim (including in circumstances where the D&O Indemnifying Party is otherwise entitled to assume Parent, Merger Sub or the Company has assumed the defense of such claim and has assumed such defenseclaim) promptly after receipt of reasonably detailed statements therefor; provided, however, that, to the extent required by applicable Laws that cannot be waived, the Person to whom D&O Expenses are to be advanced provides an unsecured undertaking to repay such advances to the extent if it is ultimately and finally determined by a final and non-appealable judgment of a court of competent jurisdiction that suchsuch Person is not entitled to indemnification. For the purposes of this Section 6.7(a), “D&O Expenses” will include reasonable documented attorneys’ fees and all other documented costs, charges and expenses actually paid or incurred in connection with investigating, defending, being a witness in or participating in (including on appeal), or preparing to defend, to be a witness in or participate in any D&O Indemnifiable Claim to the extent such costs, charges and expenses relate to payments by or on behalf of a D&O Indemnified Party, but will exclude losses, judgments and amounts paid in settlement (which items are included in the definition of Costs). (b) Prior to the Closing, Parent and Merger Sub shall obtain and fully pay the premium for “tail” insurance policies for the extension of (i) the managers’, directors’ and officers’ liability coverage of the Company’s existing managers’, directors’ and officers’ insurance policies for the D&O Indemnified Parties, and (ii) the Company’s existing fiduciary and employment practices liability insurance policies, in each case for a claims reporting or discovery period of at least six years from and after the Closing from an insurance carrier with the same or better credit rating as the Company’s insurance carrier as of the date of this Agreement with respect to managers’, directors’ and officers’ liability insurance and fiduciary and employment practices liability insurance (collectively, “D&O Insurance”) with benefits, terms, conditions, retentions and levels of coverage that are at least as favorable to the D&O Indemnified Parties as the Company’s existing policies with respect to any matters that existed or occurred at or prior to the Closing (including in connection with this Agreement and the transactions or actions contemplated hereby); provided, however, that in no event shall Parent or Merger Sub be required to expend for such “tail” insurance policies pursuant to this sentence an aggregate premium in excess of 200% of the annual premium currently paid by the Company for such insurance. If Parent or Merger Sub for any reason fail to obtain such “tail” insurance policies as of the Closing, the Company shall, and Parent and Merger Sub shall cause the Company to (at Parent and Merger Sub’s expense), continue to maintain in effect for a period of at least six years from and after the Closing, the D&O Insurance in place as of the date of this Agreement with benefits, terms, conditions, retentions and levels of coverage that are at least as favorable to the insureds as provided in the Company’s existing policies as of the date of this Agreement, or the Company shall, and Parent and Merger Sub shall cause the Company to (at Parent and Merger Sub’s expense), use reasonable best efforts to purchase comparable D&O Insurance for such six-year period with benefits, terms, conditions, retentions and levels of coverage that are at least as favorable to the insureds as provided in the Company’s existing policies as of the date of this Agreement; provided, however, that in no event shall Parent and Merger Sub be required to expend for such policies pursuant to this sentence an annual premium amount in excess of 200% of the annual premiums currently paid by the Company for such insurance; and provided, further, that if the annual premiums of such insurance coverage exceed such amount, the Company shall, and Parent and Merger Sub shall cause the Company to (at Parent and Merger Sub’s expense), obtain a policy with the greatest coverage available for a cost not exceeding such amount. (c) If Parent, Merger Sub or the Company or any of their respective successors or assigns (i) shall consolidate with or merge into any other corporation or entity and shall not be the continuing or surviving corporation or entity of such consolidation or merger or (ii) shall transfer all or substantially all of its properties and assets to any individual, corporation or other entity, then, and in each such case, proper provisions shall be made so that the successors and assigns of Parent, Merger Sub or the Company shall assume all of the obligations set forth in this Section 6.7. (d) The provisions of this Section 6.7 are intended to be for the benefit of, and shall be enforceable by, each of the D&O Indemnified Parties, who are third party beneficiaries of this Section 6.7. (e) The rights of the D&O Indemnified Parties under this Section 6.7 shall be in addition to any rights such D&O Indemnified Parties may have under the governing documents of the Company or any of its Subsidiaries, or under any applicable Contracts or Laws. All rights to indemnification and exculpation from liabilities for acts or omissions occurring at or prior to the Closing and rights to advancement of expenses relating thereto now existing in favor of any D&O Indemnified Party as provided in the governing documents of the Company and its Subsidiaries or any indemnification agreement between such D&O Indemnified Party and the Company or any of its Subsidiaries shall survive the Closing and shall not be terminated, amended, repealed or otherwise modified in any manner that would adversely affect any right thereunder of any such D&O Indemnified Party without the consent of such D&O Indemnified Party and each Person entitled to insurance coverage under this Section 6.7, respectively, and his or her heirs and legal representatives.

Indemnification of Directors and Officers. 8.8.1. For a period (a) After the Effective Time, without releasing any insurance carrier and after exhaustion of six (6) years after all applicable director and liability insurance coverage for Centennial and its directors and officers, Crescent Financial shall indemnify, hold harmless and defend the Closingdirectors and officers of Centennial in office on the date hereof or the Effective Time, Buyer shall not, and shall not permit any Group Company to, amend, repeal or modify any provision in any Organizational Documents of any Group Company relating to the exculpation, indemnification or advancement of expenses of any Persons who at any time prior to or at the Closing are or were officers, directors or employees (or their equivalent) of any Group Company (each, a “D&O Indemnified Person”) with respect to acts or omissions existing or occurring at or prior to the Closing (unless and to the same extent required by Law), as it being the intent of the parties that all such officers, indemnifies its own directors and employees of each Group Company shall be entitled to exculpation, indemnification and advancement of expenses to the fullest extent permitted by applicable Law and that no change, modification or amendment of such documents or arrangements may be made that will adversely affect any such Person’s right thereto without the prior written consent of that Person. 8.8.2. In addition to the other rights provided for in this Section 8.8 and not in limitation thereofofficers, from and after the Closing, Buyer shall and shall cause each Group Company (each, a “D&O Indemnifying Party”) to, to the fullest extent permitted by applicable Law and are required by the terms of the Group Companies’ Organizational Documents in effect as of the date hereof, (i) indemnify and hold harmless (and exculpate and release from against any liability to Buyer or any Group Company) the D&O Indemnified Persons against all D&O Expenses and all claims, disputes, demands, causes of action, suits, proceedings, losses, claims, damages, judgmentsliabilities, finesobligations, penalties costs and amounts expenses of every kind and nature including, without limitation, reasonable attorneys' fees and legal costs and expenses therewith whether known or unknown and whether now existing or hereafter arising which may be threatened against, incurred, undertaken, received or paid by such persons in settlement (“D&O Losses”) in respect of any threatened, pending connection with or completed Action, whether criminal, civil, administrative or investigative, based on or arising out or relating to the fact that such Person is or was a officer, director or employee of any Group Company and arising which arise out of or relating result from or are based upon any action or failure to acts act by such person in the ordinary scope of his duties as a director or omissions occurring or existing at or prior to the Closing officer of Centennial (including service as a fiduciary of any of the Centennial Plans (as defined in respect of acts or omissions in connection with this Agreement and Section 2.23(a)) through the Contemplated Transactions) (a “D&O Indemnifiable Claim”) and (ii) advance, unconditionally and interest-free, to such D&O Indemnified Persons all D&O Expenses incurred in connection with any D&O Indemnifiable Claim (including in circumstances where the D&O Indemnifying Party is otherwise entitled to assume the defense of such claim and has assumed such defense) promptly after receipt of statements thereforEffective Time; provided, however, thatthat Crescent Financial shall not be obligated to indemnify such person for (i) any act not available for statutory or permissible indemnification under North Carolina law, (ii) any penalty, decree, order, finding or other action imposed or taken by any regulatory authority, (iii) any violation or alleged violation of federal or state securities laws to the extent required that indemnification is prohibited by applicable Laws law, or (iv) any claim of sexual or other unlawful harassment, or any form of employment discrimination prohibited by federal or state law; further, provided, however, that can(A) Crescent Financial shall have the right to assume the defense thereof and upon such assumption Crescent Financial shall not be waivedliable to any director or officer of Centennial for any legal expenses of other counsel or any other expenses subsequently incurred by such director or officer in connection with the defense thereof, except that if Crescent Financial elects not to assume such defense or counsel for such director or officer reasonably advises such director or officer that there are issues which raise conflicts of interest between Crescent Financial and such director or officer, such director or officer may retain counsel reasonably satisfactory to him, and Crescent Financial shall pay the Person reasonable fees and expenses of such counsel, (B) Crescent Financial shall not be liable for any settlement effected without its prior written consent, and (C) Crescent Financial shall have no obligation hereunder to whom D&O Expenses are to be advanced provides an unsecured undertaking to repay such advances to the extent it is ultimately any director or officer of Centennial when and finally determined by if a court of competent jurisdiction shall determine that suchindemnification of such director or officer in the manner contemplated hereby is prohibited by applicable law. The indemnification provided herein shall be in addition to any indemnification rights an indemnitee may have by law, pursuant to the charter or bylaws of Centennial or pursuant to any Plan for which the indemnity serves as a fiduciary. (b) From and after the Effective Time, Crescent Financial will directly or indirectly cause the persons who served as directors or officers of Centennial at the Effective Time to be covered by Centennial's existing directors' and officers' liability insurance policy (provided that Crescent Financial may substitute therefor policies of at least the same coverage in amounts contained and terms and conditions which are not less advantageous than such policy). Such insurance coverage shall commence at the Effective Time and will be provided for a period of no less than three years after the Effective Time. (c) The indemnification provided by this Section 5.5 is the sole indemnification provided by Crescent Financial to the directors and officers of Centennial for

Indemnification of Directors and Officers. 8.8.1. For (a) From and after the Effective Time and for a period of six (6) years after thereafter, the ClosingSurviving Corporation shall indemnify, Buyer shall notdefend and hold harmless each person who is now, and shall not permit any Group Company to, amend, repeal or modify any provision in any Organizational Documents of any Group Company relating to the exculpation, indemnification or advancement of expenses of any Persons who has been at any time prior to the date hereof or at who becomes prior to the Closing Effective Time, an officer or director of the Company or any of its subsidiaries (the "Indemnified Parties") against all losses, claims, damages, costs, expenses (including attorneys' fees and expenses), liabilities or judgments or amounts that are paid in settlement of or were officersin connection with any threatened or actual claim, directors action, suit, proceeding or employees (investigation based in whole or their equivalent) in part on or arising in whole or in part out of the fact that such person is or was a director or officer of the Company or any Group Company (eachof its subsidiaries, a “D&O Indemnified Person”) with respect whether pertaining to acts or omissions any matter existing or occurring at or prior to the Closing Effective Time and whether asserted or claimed prior to, or at or after, the Effective Time (unless and to the extent required by Law"Indemnified Liabilities"), it being including, without limitation, all Indemnified Liabilities based in whole or in part on, or arising in whole or in part out of, or pertaining to this Agreement or the intent of the parties that all such officerstransactions contemplated hereby, directors and employees of in each Group Company shall be entitled to exculpation, indemnification and advancement of expenses case to the fullest extent a corporation is permitted by applicable Law and that no changeunder the BCA to indemnify its own directors or officers, modification or amendment of such documents or arrangements as the case may be made that will adversely affect any such Person’s right thereto without the prior written consent of that Person. 8.8.2. In addition to the other rights provided for in this Section 8.8 and not in limitation thereof, from and after the Closing, Buyer shall and shall cause each Group Company (each, a “D&O Indemnifying Party”) to, to the fullest extent permitted by applicable Law and are required by the terms of the Group Companies’ Organizational Documents in effect as of the date hereof, (i) indemnify and hold harmless (and exculpate and release from any liability to Buyer or any Group Company) the D&O Indemnified Persons against all D&O Expenses and all losses, claims, damages, judgments, fines, penalties and amounts paid in settlement (“D&O Losses”) in respect of any threatened, pending or completed Action, whether criminal, civil, administrative or investigative, based on or arising out or relating to the fact that such Person is or was a officer, director or employee of any Group Company and arising out of or relating to acts or omissions occurring or existing at or prior to the Closing (including in respect of acts or omissions in connection with this Agreement and the Contemplated Transactions) (a “D&O Indemnifiable Claim”) and (ii) advance, unconditionally and interest-free, to such D&O Indemnified Persons all D&O Expenses incurred in connection with any D&O Indemnifiable Claim (including in circumstances where the D&O Indemnifying Party is otherwise entitled to assume the defense of such claim and has assumed such defense) promptly after receipt of statements thereforbe; provided, however, thatthat all right to indemnification in respect of any claim asserted or made within such period shall continue until the disposition of such claim. In the event of an Indemnified Liability, (i) Acquiror shall pay the reasonable fees and expenses of counsel selected by the Indemnified Parties, which counsel shall be reasonably satisfactory to Acquiror, promptly after statements therefor are received and otherwise advance to such Indemnified Party upon request reimbursement of documented expenses reasonably incurred, in either case to the extent not prohibited by the BCA and upon receipt of any affirmation and undertaking required by applicable Laws the BCA, (ii) Acquiror will cooperate in the defense of any such matter and (iii) any determination required to be made with respect to whether an Indemnified Party's conduct complies with the standards set forth under the BCA shall be made by independent counsel mutually acceptable to Acquiror and the Indemnified Party; provided, however, that canAcquiror shall not be waived, the Person liable for any settlement effected without its written consent (which consent shall not be reasonably withheld). The Indemnified Parties as a group may retain only one law firm with respect to whom D&O Expenses are to be advanced provides an unsecured undertaking to repay such advances each related matter except to the extent it there is, in the opinion of counsel to an Indemnified Party, under applicable standards of professional conduct, a conflict on any significant issue between positions of any two or more Indemnified Parties. (b) This Section 6.7 is ultimately intended to benefit the Indemnified Parties and finally determined by a court shall be binding on all successors and assigns of competent jurisdiction that suchAcquiror, the Company and the Surviving Corporation.

Indemnification of Directors and Officers. 8.8.1. For a period of six (6a) years From and after the ClosingEffective Time, Buyer shall notParent shall, and shall not permit any Group Company cause the Surviving Corporation and its Subsidiaries to, amend(i) indemnify, repeal defend and hold harmless each Indemnified Party against all expense, liability and loss (including attorneys’ fees, judgments, fines, ERISA excise taxes or modify penalties and amounts paid or to be paid in settlement) reasonably incurred or suffered by such person in connection with any provision action, suit or proceeding, whether civil, criminal, administrative or investigative, arising out of or pertaining to any action or inaction in their capacity as a director or officer of the Company or any Organizational Documents of any Group Company relating to the exculpation, indemnification its Subsidiaries or advancement of expenses of any Persons who at any time prior to or their serving at the Closing are or were officers, directors or employees (or their equivalent) of any Group Company (each, a “D&O Indemnified Person”) with respect to acts or omissions existing or occurring at or prior to the Closing (unless and to the extent required by Law), it being the intent request of the parties that all such officersCompany or any of its Subsidiaries as a director, directors and employees officer, employee, agent, trustee, shareholder, partner or fiduciary of another Person, pension or other employee benefit plan or enterprise in each Group Company shall be entitled to exculpation, indemnification and advancement of expenses case occurring on or before the Effective Time (including the transactions contemplated by this Agreement) to the fullest extent permitted by applicable Law and that no changeLaw, modification or amendment of such documents or arrangements may be made that will adversely affect any such Person’s right thereto and, without limiting the prior written consent of that Person. 8.8.2. In addition to the other rights provided for in this Section 8.8 and not in limitation thereof, from and after the Closing, Buyer shall and shall cause each Group Company (each, a “D&O Indemnifying Party”) toforegoing, to the fullest extent permitted by applicable Law Law, shall also advance expenses as incurred to the same such extent; provided, that the person to whom fees and expenses are advanced shall, if required by applicable Law, provide an undertaking to repay such advances if it is ultimately determined that such person is not entitled to indemnification; and (A) fulfill and honor in all respects the terms obligations of the Group CompaniesCompany and its Subsidiaries pursuant to (B) each indemnification agreement in effect between the Company or any of its Subsidiaries and any Indemnified Party (each of which agreements is listed in Section 5.9(a) of the Company Disclosure Letter); and (ii) continue any indemnification provision and any exculpation provision set forth in the certificate of incorporation, bylaws or other charter or organizational documents of the Company or any of its Subsidiaries as in effect on the date of this Agreement. (b) At the Effective Time, Parent shall cause to be obtained prepaid (or “tail”) directors’ Organizational Documents and officers’ liability insurance policies for the benefit of the Indemnified Parties at the current coverage level and scope of liability insurance coverage as set forth in the Company’s current directors’ and officers’ liability insurance policy in effect as of the date hereofof this Agreement. Such “tail” insurance policies shall provide coverage through the sixth anniversary of the Effective Time, so long as the aggregate annual premium is not greater than 300% of the annual premium paid by the Company for its existing directors’ and officers’ liability insurance policies during 2009. In the event that such amount is insufficient for such coverage then the Surviving Corporation may spend up to that amount to purchase such lesser coverage as may be obtained with such amount. (c) In the event Parent, the Surviving Corporation, its Subsidiaries or any of their respective successors or assigns (i) indemnify consolidates with or merges into any other person and hold harmless shall not be the continuing or surviving entity in such consolidation or merger or (ii) transfers all or substantially all of its properties and exculpate assets to any person, then and release from any liability to Buyer or any Group Company) the D&O Indemnified Persons against all D&O Expenses and all lossesin either such case, claims, damages, judgments, fines, penalties and amounts paid in settlement (“D&O Losses”) in respect of any threatened, pending or completed Action, whether criminal, civil, administrative or investigative, based on or arising out or relating to the fact that such Person is or was a officer, director or employee of any Group Company and arising out of or relating to acts or omissions occurring or existing at or prior to the Closing consummation thereof, Parent provide, or shall cause proper provision to be made so, that the applicable entity’s successors or assigns shall assume the obligations set forth in this Section 5.9. (including in respect d) This Section 5.9 shall survive the Acceptance Date and shall also survive consummation of acts or omissions in connection with this Agreement the Merger and the Contemplated TransactionsEffective Time. The rights of each Indemnified Party under Section 5.9(b) shall be in addition to any other rights such Indemnified Party may have under Section 5.9(a), under applicable Delaware law or otherwise. (a “D&O Indemnifiable Claim”e) and (ii) advanceFor purposes of this Agreement, unconditionally and interest-free, to such D&O Indemnified Persons all D&O Expenses incurred in connection with any D&O Indemnifiable Claim (including in circumstances where the D&O Indemnifying Party each individual who is otherwise entitled to assume the defense of such claim and has assumed such defense) promptly after receipt of statements therefor; provided, however, that, indemnification pursuant to the extent required by applicable Laws that cannot be waivedCertificate of Incorporation, Bylaws, the Person DGCL or the indemnification agreements listed in Section 5.9(a) of the Company Disclosure Letter at or at any time prior to whom D&O Expenses are the Acceptance Date shall be deemed to be advanced provides an unsecured undertaking to repay such advances to the extent it is ultimately and finally determined by a court of competent jurisdiction that such“Indemnified Party.”

Indemnification of Directors and Officers. 8.8.1. For a period of six (6) years after the ClosingExcept as prohibited by law, Buyer shall not, every director and shall not permit any Group Company to, amend, repeal or modify any provision in any Organizational Documents of any Group Company relating to the exculpation, indemnification or advancement of expenses of any Persons who at any time prior to or at the Closing are or were officers, directors or employees (or their equivalent) of any Group Company (each, a “D&O Indemnified Person”) with respect to acts or omissions existing or occurring at or prior to the Closing (unless and to the extent required by Law), it being the intent officer of the parties that all such officers, directors and employees of each Group Company Corporation shall be entitled as a matter of right to exculpation, indemnification be indemnified by the Corporation against all expenses and advancement of expenses to the fullest extent permitted by applicable Law and that no change, modification or amendment of such documents or arrangements may be made that will adversely affect any such Person’s right thereto without the prior written consent of that Person. 8.8.2. In addition to the other rights provided for liability (as those terms are defined below in this Section 8.8 and not 10.1) incurred by such person in limitation thereofconnection with any actual or threatened claim, from and after the Closingaction, Buyer shall and shall cause each Group Company (each, a “D&O Indemnifying Party”) to, to the fullest extent permitted by applicable Law and are required by the terms of the Group Companies’ Organizational Documents in effect as of the date hereof, (i) indemnify and hold harmless (and exculpate and release from any liability to Buyer suit or any Group Company) the D&O Indemnified Persons against all D&O Expenses and all losses, claims, damages, judgments, fines, penalties and amounts paid in settlement (“D&O Losses”) in respect of any threatened, pending or completed Action, whether criminalproceeding, civil, administrative criminal, administrative, investigative or investigativeother, based on whether brought by or arising out in the right of the Corporation or relating to otherwise, in which such person may be involved, as a party or otherwise, by reason of such person being or having been a director or officer of the Corporation or of a subsidiary of the Corporation or by reason of the fact that such Person person is or was serving at the request of the Corporation as a director, officer, director employee, fiduciary or other representative of another corporation, partnership, joint venture, trust, employee of any Group Company and arising out of benefit plan or relating other entity (such claim, action, suit or proceeding hereinafter being referred to acts or omissions occurring or existing at or prior to the Closing (including in respect of acts or omissions in connection with this Agreement and the Contemplated Transactions) (a “D&O Indemnifiable Claim”) and (ii) advance, unconditionally and interest-free, to such D&O Indemnified Persons all D&O Expenses incurred in connection with any D&O Indemnifiable Claim (including in circumstances where the D&O Indemnifying Party is otherwise entitled to assume the defense of such claim and has assumed such defense) promptly after receipt of statements thereforas "Action"); provided, however, that, that no such right to indemnification shall exist with respect to an Action brought by an indemnitee (as defined below) against the Corporation (an "Indemnitee Action") except as provided in the last sentence of this Section 10. 1. Persons who are not directors or officers of the Corporation may be similarly indemnified in respect of service to the Corporation or to another such entity at the request of the Corporation to the extent required the Board of Directors of the Corporation at any time designates any of such persons as entitled to the benefits of this Article Tenth. As used in this Article Tenth, "indemnitee" shall include each director and officer of the Corporation and each other person designated by applicable Laws that cannot the Board of Directors of the Corporation as entitled to the benefits of this Section 10.1; "expenses" means all expenses actually and reasonably incurred, including fees and expenses of counsel selected by an indemnitee, and "liability" means all liability incurred, including the amounts of any judgments, excise taxes, fines or penalties and any amounts paid in settlement. An indemnitee shall be waived, the Person to whom D&O Expenses are entitled to be advanced provides indemnified pursuant to this Section 10.1 against expenses incurred in connection with an unsecured undertaking to repay Indemnitee Action only if (i) the Indemnitee Action is instituted under Section 10.3 of this Article Tenth and the indemnitee is successful in whole or in part in such advances to Indemnitee Action, (ii) the extent it indemnitee is ultimately and finally determined successful in whole or in part in another Indemnitee Action for which expenses are claimed or (iii) the indemnification for expenses is included in the settlement of, or is awarded by a court of competent jurisdiction that suchin, such other Indemnitee Action.

Indemnification of Directors and Officers. 8.8.1. For a period of six (6a) years From and after the ClosingEffective Time, Buyer the Surviving Corporation shall notindemnify and hold harmless, and shall not permit any Group Company to, amend, repeal or modify any provision in any Organizational Documents of any Group Company relating to the exculpationfullest extent required by the Company Articles of Incorporation and Company By-Laws and, indemnification without limiting the foregoing, as required pursuant to any indemnity agreements of the Company or advancement any Company Subsidiary in effect on the date hereof, each present and former director and officer of the Company and each Company Subsidiary (collectively, the "Indemnified Parties") against any costs or expenses (including attorneys' fees and expenses), judgments, fines, losses, claims, settlements, damages or liabilities incurred in connection with any Action, whether civil, criminal, administrative or investigative, arising out of or pertaining to such Indemnified Party's service as a director or officer of the Company or any Persons who at any time prior to Company Subsidiary or services performed by such Person at the Closing are request of the Company or were officersany Company Subsidiary, directors or employees including (or their equivalenti) of any Group Company (eachand all matters pending, a “D&O Indemnified Person”) with respect to acts or omissions existing or occurring at or prior to the Closing Effective Time, whether asserted or claimed prior to, at or after the Effective Time, and (unless ii) any claim arising from the transactions contemplated herein, and to the extent required any actions taken by Law), it being the intent Parent and/or Merger Sub with respect thereto (including any disposition of assets of the parties Surviving Corporation or any of its Subsidiaries which is alleged to have rendered the Surviving Corporation and/or any of its Subsidiaries insolvent). Out-of-pocket expenses (including attorneys' fees and expenses) actually incurred by any Indemnified Party in connection with the defense of any Action for which indemnification may be available hereunder shall, if requested by the Indemnified Party, be paid by the Surviving Corporation in advance of the final disposition of such Action (and in any event within thirty (30) days of request for reimbursement by such Indemnified Party) upon receipt of an irrevocable undertaking by the Indemnified Party to repay such amount if it shall ultimately be determined that all such officers, directors and employees of each Group Company shall be Indemnified Party is not entitled to exculpation, indemnification and advancement of expenses to be indemnified by the fullest extent permitted by applicable Law and that no change, modification or amendment of such documents or arrangements may be made that will adversely affect any such Person’s right thereto without the prior written consent of that PersonSurviving Corporation. 8.8.2. In addition to (b) Parent shall cause the other rights provided Surviving Corporation as of the Effective Time to, obtain and fully pay the premium for in this Section 8.8 the extension of the directors' and not in limitation thereofofficers' liability coverage of the Company's existing directors' and officers' insurance policies, for a claims reporting or discovery period of at least six (6) years from and after the Closing, Buyer shall and shall cause each Group Company (each, a “D&O Indemnifying Party”) to, Effective Time with respect to the fullest extent permitted by applicable Law and are required by the terms of the Group Companies’ Organizational Documents in effect as of the date hereof, (i) indemnify and hold harmless (and exculpate and release from any liability claim related to Buyer any period or any Group Company) the D&O Indemnified Persons against all D&O Expenses and all losses, claims, damages, judgments, fines, penalties and amounts paid in settlement (“D&O Losses”) in respect of any threatened, pending or completed Action, whether criminal, civil, administrative or investigative, based on or arising out or relating to the fact that such Person is or was a officer, director or employee of any Group Company and arising out of or relating to acts or omissions occurring or existing time at or prior to the Closing Effective Time from an insurance carrier with the same or better credit rating as the Company's current insurance carrier with respect to directors' and officers' liability insurance and fiduciary liability insurance (the "D&O Insurance") with terms, conditions, retentions and limits of liability that are at least as favorable as the coverage provided under the Company's existing policy with respect to any matter claimed against a director or officer of the Company or any Company Subsidiary by reason of him or her serving in such capacity that existed or occurred at or prior to the Effective Time (including in respect of acts or omissions in connection with this Agreement and or the Contemplated Transactions) (a “D&O Indemnifiable Claim”) and (ii) advance, unconditionally and interest-free, transactions or actions contemplated hereby); provided that in no event shall Parent or the Surviving Corporation be required to expend for such D&O Indemnified Persons all D&O Expenses incurred policy pursuant to this sentence an annual premium amount in connection with any D&O Indemnifiable Claim (including in circumstances where excess of 250% of the D&O Indemnifying Party is otherwise entitled to assume annual premiums currently paid by the defense of Company for such claim and has assumed such defense) promptly after receipt of statements thereforinsurance; provided, howeverfurther that if the annual premiums of such insurance coverage exceed such amount, that, the Surviving Corporation shall obtain a policy with the greatest coverage available for a cost not exceeding such amount. Prior to the extent required by applicable Laws that cannot be waivedEffective Time, the Person Company may at its option purchase a six-year "tail" prepaid policy on terms and conditions no less advantageous to whom the Indemnified Parties than the Existing D&O Expenses Insurance and for a price no greater than $300,000. If such "tail" prepaid policy has been obtained by the Company prior to the Effective Time, Parent shall cause the Surviving Corporation to maintain such policy in full force and effect, and continue to honor the respective obligations thereunder and all other obligations under this Section 6.12(b) shall terminate. (c) The provisions of this Section 6.12 shall survive the consummation of the Merger and are intended to be advanced provides an unsecured undertaking to repay such advances to for the extent it is ultimately benefit of, and finally determined by a court shall be enforceable by, each of competent jurisdiction that suchthe Indemnified Parties, their respective heirs and representatives.

Indemnification of Directors and Officers. 8.8.1. For (a) Buyer agrees that all rights to indemnification existing as of the date of this Agreement and permissible under Applicable Law for acts or omissions occurring prior to the Closing in favor of any current or former director, statutory auditor or officer of the Group Companies (each, a “Covered Person”) as provided in the Group Companies respective organizational documents, individual indemnity agreements or as provided pursuant to a resolution of the directors or managers of a Group Company, as applicable, in each case set forth on Exhibit 6.8(a), shall survive the Closing and shall not be amended, repealed or otherwise modified and shall continue in full force and effect in accordance with their terms for a period of six (6) years after from the Closing Date. (b) At or prior to the Closing, Buyer shall notpurchase a six (6) year non-cancellable “tail” prepaid directors’ and officers’ liability insurance policy covering the Covered Persons, which provides at least the same coverage and shall not permit any Group Company to, amend, repeal or modify any provision in any Organizational Documents of any Group Company relating amounts and containing terms and conditions which are no less favorable to the exculpation, indemnification or advancement of expenses of any Covered Persons who at any time prior to or at than the Closing are or were officers, directors or employees (or their equivalent) of any Group Company (each, a “D&O Indemnified Person”) with respect to acts or omissions existing or occurring at or prior to the Closing (unless and to the extent required by Law), it being the intent of the parties that all such officers, directors and employees of each Group Company shall be entitled to exculpation, indemnification and advancement of expenses to the fullest extent permitted by applicable Law and that no change, modification or amendment of such documents or arrangements may be made that will adversely affect any such Person’s right thereto without the prior written consent of that Person. 8.8.2. In addition to the other rights provided for in this Section 8.8 and not in limitation thereof, from and after the Closing, Buyer shall and shall cause each Group Company (each, a “D&O Indemnifying Party”) to, to the fullest extent permitted by applicable Law and are required by the terms of the Group Companies’ Organizational Documents in effect policies maintained as of the date hereofhereof (the “D&O Tail”), effective as of the Closing. (c) The provisions of this Section 6.8 are (i) indemnify intended to be for the benefit of, and hold harmless (shall be enforceable by, the Covered Persons, their heirs, legatees, representatives, successors and exculpate and release from any liability to Buyer or any Group Company) assigns, it being expressly agreed that the D&O Indemnified Covered Persons against all D&O Expenses and all losses, claims, damages, judgments, fines, penalties and amounts paid in settlement (“D&O Losses”) in respect shall be third party beneficiaries of any threatened, pending or completed Action, whether criminal, civil, administrative or investigative, based on or arising out or relating to the fact that such Person is or was a officer, director or employee of any Group Company and arising out of or relating to acts or omissions occurring or existing at or prior to the Closing (including in respect of acts or omissions in connection with this Agreement and the Contemplated Transactions) (a “D&O Indemnifiable Claim”) Section 6.8 and (ii) advancein addition to, unconditionally and interest-freenot in substitution for, any other rights to indemnification or contribution that any such D&O Indemnified Persons Covered Person may have by contract or otherwise. (d) In the event any Group Company or any of their respective successors or assigns (i) consolidates or mergers 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 D&O Expenses incurred or substantially all of its properties and assets to any person, then, and in connection with each such case, Buyer shall cause proper provisions to be made so that the successors and permitted assigns of the Group Companies or any D&O Indemnifiable Claim (including in circumstances where of their respective successors or assigns, as the D&O Indemnifying Party is otherwise entitled to case may be, assume the defense of such claim and has assumed such defense) promptly after receipt of statements therefor; provided, however, that, to the extent required by applicable Laws that cannot be waived, the Person to whom D&O Expenses are to be advanced provides an unsecured undertaking to repay such advances to the extent it is ultimately and finally determined by a court of competent jurisdiction that suchobligations set forth in this Section 6.8.

Indemnification of Directors and Officers. 8.8.1. For a period of six (6) years Section 5.6.1 From and after the ClosingEffective Time, Buyer shall notParent shall, and shall not permit any Group Company cause the Surviving Corporation to, amendindemnify and hold harmless all past and present directors (or persons serving or who served similar functions), repeal or modify any provision in any Organizational Documents of any Group Company relating to the exculpation, indemnification or advancement of expenses of any Persons who at any time prior to or at the Closing are or were officers, directors employees and agents of the Company, or employees (any person serving as a fiduciary under or their equivalent) of any Group Company (each, a “D&O Indemnified Person”) with respect to acts or omissions existing or occurring at or prior to any employee benefit plan (within the Closing meaning of Section 3(3) of ERISA) (unless and to the extent required by Lawcollectively, “Covered Persons”), it being the intent of the parties that all such officers, directors and employees of each Group Company shall be entitled to exculpation, indemnification and advancement of expenses to the fullest extent permitted by applicable Law and that no change, modification or amendment of such documents or arrangements may be made that will adversely affect any such Person’s right thereto without the prior written consent of that Person. 8.8.2. In addition to the other rights provided for in this Section 8.8 and not in limitation thereof, from and after the Closing, Buyer shall and shall cause each Group Company (each, a “D&O Indemnifying Party”) to, to the fullest extent permitted by applicable Law from and are required by the terms of the Group Companiesagainst any costs or expenses (including attorneys’ Organizational Documents in effect as of the date hereof, (i) indemnify fees and hold harmless (and exculpate and release from any liability to Buyer or any Group Company) the D&O Indemnified Persons against all D&O Expenses and all losses, claims, damagesexpenses), judgments, fines, penalties and amounts paid losses, claims, settlements, damages or liabilities incurred in settlement (“D&O Losses”) in respect of connection with any threatenedclaim, pending action, suit, proceeding or completed Actioninvestigation, whether civil, criminal, civil, administrative or investigative, based on or arising out of or relating pertaining to (a) the fact that such the Covered Person is or was a trustee, director, officer, director employee, or agent of the Company, or fiduciary under or with respect to any employee benefit plan, any act or omission taken by the Covered Person in such capacity, or the fact that the Covered Person is or was serving at the request of the Company as a director, officer, employee, trustee, agent or fiduciary of another person, in each case whether or not serving in such capacity at the time any Group Company liability or expense is incurred for which indemnification is available under this Agreement and arising out of or relating to (b) any acts or omissions occurring or existing at or prior to the Closing (including in respect of acts or omissions in connection with the approval of this Agreement and the Contemplated Transactionsconsummation of the transaction contemplated hereby. Each Covered Person shall also be entitled to advancement of costs and expenses (including attorneys’ fees) (a “D&O Indemnifiable Claim”) and (ii) advance, unconditionally and interest-free, to such D&O Indemnified Persons all D&O Expenses as incurred in connection with any D&O Indemnifiable Claim (including in circumstances where the D&O Indemnifying Party is otherwise entitled to assume the defense of such claim and has assumed such defense) promptly after receipt of statements therefor; any claim, action, suit, proceeding or investigation with respect to any matters subject to indemnification hereunder, provided, however, thatthat any person to whom expenses are advanced undertakes, to the extent required by the applicable Laws that cannot be waivedLaw, the Person to whom D&O Expenses are to be advanced provides an unsecured undertaking to repay such advances to the extent advanced expenses if it is ultimately determined that such person is not entitled to indemnification (it being understood and finally determined agreed that the Surviving Corporation shall not require the posting of any bond or any other security for such undertaking). Notwithstanding anything herein to the contrary, if any claim, action, suit, proceeding or investigation (whether arising before, at or after the Effective Time) is made against any Covered Person with respect to matters subject to indemnification hereunder on or prior to the sixth anniversary of the Effective Time, the provisions of this Section 5.6 shall continue in effect until the final disposition of such claim, action, suit, proceeding or investigation. Section 5.6.2 From and after the Effective Time, the certificate of incorporation and by-laws of the Surviving Corporation shall contain provisions no less favorable with respect to indemnification, advancement of expenses and exculpation of Covered Persons than are currently set forth in the Surviving Corporation Certificate and the Surviving Corporation By-Laws. Section 5.6.3 Parent agrees that from and after the Effective Time, Parent shall cause the Surviving Corporation to maintain in effect the insurance coverage provided under the policies of the directors’ and officers’ liability insurance maintained by the Company as of the Agreement Date (the “Existing Policies”) covering each person currently covered by the Existing Policies for a court period not to exceed six (6) years from the Closing Date. Complete and accurate copies of competent jurisdiction the Existing Policies have been heretofore made available to Parent. Parent shall be required to purchase on behalf of the Surviving Company the maximum “run-off coverage” available under the Existing Policies; provided, however, that suchParent shall not be required to pay an annual premium for such “run-off” coverage in excess of Two Hundred Fifty Percent (250%) of the last annual premium paid prior to the date of this Agreement, but in such case shall purchase as much coverage as is available for such amount. If such maximum “run-off” coverage does not extend fully to the required six (6) year period, Parent shall first seek the requisite coverage from the Company’s insurers under the Existing Policies prior to seeking such requisite coverage from any other insurers. The provisions of the immediately preceding sentences shall be deemed to have been satisfied if prepaid “tail” policies have been obtained by the Company at or prior to the Effective Time for purposes of this Section 5.6.3, which policies provide coverage that is consistent with the coverage required by the first sentence of this Section 5.6.3 for an aggregate period of six (6) years with respect to claims arising from events occurring on or before the Effective Time. The premiums for such prepaid policies shall be paid in full at or prior to the Effective Time and such prepaid policies shall be non-cancelable and existing D&O Insurance of the Company may be cancelled as of the Closing and the unused premium applied to the premium for such “tail” policy. If such prepaid policies have been obtained prior to the Effective Time, Parent shall, and shall cause the Surviving Corporation to, maintain such policies in full force and effect, and continue to honor the obligations

Indemnification of Directors and Officers. 8.8.1. For Article VII, Section 2 of Xerox' By-laws states: "Indemnification of Directors and Officers: Except to the extent expressly prohibited by law, the Company shall indemnify any person, made or threatened to be made, a period of six (6) years after the Closing, Buyer shall not, and shall not permit any Group Company to, amend, repeal or modify any provision party in any Organizational Documents civil or criminal action or proceeding, including an action or proceeding by or in the right of the Company to procure a judgment in its favor or by or in the right of any Group Company relating to the exculpation, indemnification or advancement of expenses other corporation of any Persons who at type of kind, domestic or foreign, or any time prior to partnership, joint venture, trust, employee benefit plan or other enterprise, which any Director or officer of the Company served in any capacity at the Closing are request of the Company, by reason of the fact that he, his testator or were officersintestate is or was a Director of officer of the Company or serves or served such other corporation, directors partnership, joint venture, trust, employee benefit plan or employees (other enterprise, in any capacity, against judgments, fines, penalties, amounts paid in settlement and reasonable expenses, including attorneys' fees, incurred in connection with such action or their equivalent) of proceeding, or any Group Company (eachappeal therein, a “D&O Indemnified Person”) provided that no such indemnification shall be required with respect to acts any settlement, unless the Company shall have given its prior approval thereto. Such indemnification shall include the right to be paid advances of any expenses incurred by such person in connection with such action, suit or omissions existing or occurring at or prior proceeding, consistent with the provisions of applicable law. In addition to the Closing (unless and foregoing, the Company is authorized to the extent required by Law), it being the intent of the parties that all such officers, directors and employees of each Group Company shall be entitled extend rights to exculpation, indemnification and advancement of expenses to the fullest extent permitted such persons by applicable Law and that no change, modification or amendment of such documents or arrangements may be made that will adversely affect any such Person’s right thereto without the prior written consent of that Person. 8.8.2. In addition to the other rights provided for in this Section 8.8 and not in limitation thereof, from and after the Closing, Buyer shall and shall cause each Group Company (each, a “D&O Indemnifying Party”i) to, to the fullest extent permitted by applicable Law and are required by the terms resolution of the Group Companies’ Organizational Documents in effect as shareholders, ii) resolution of the date hereof, (iDirectors or iii) indemnify and hold harmless (and exculpate and release from any liability to Buyer or any Group Company) the D&O Indemnified Persons against all D&O Expenses and all losses, claims, damages, judgments, fines, penalties and amounts paid in settlement (“D&O Losses”) in respect of any threatened, pending or completed Action, whether criminal, civil, administrative or investigative, based on or arising out or relating to the fact that such Person is or was a officer, director or employee of any Group Company and arising out of or relating to acts or omissions occurring or existing at or prior to the Closing (including in respect of acts or omissions in connection with this Agreement and the Contemplated Transactions) (a “D&O Indemnifiable Claim”) and (ii) advance, unconditionally and interest-free, to such D&O Indemnified Persons all D&O Expenses incurred in connection with any D&O Indemnifiable Claim (including in circumstances where the D&O Indemnifying Party is otherwise entitled to assume the defense of such claim and has assumed such defense) promptly after receipt of statements therefor; provided, however, thatan agreement, to the extent required not expressly prohibited by applicable law." Reference is made to Sections 721 through 726 of the Business Corporation Law of the State of New York. The above provisions of Xerox' By-Laws that cannot provide for the indemnification of directors and officers of subsidiaries of Xerox who are also directors or officers of Xerox, to the same extent as directors and officers of Xerox. In addition, paragraph 111 of XCE's Articles of Incorporation state: "Subject to the provisions of [the Companies Act 1985], every director, other officer or auditor of the company or person acting as a alternate director shall be waived, the Person to whom D&O Expenses are entitled to be advanced provides an unsecured undertaking to repay such advances indemnified out of the assets of the company against all costs, charges, expenses, losses or liabilities which he may sustain or incur in or about the execution of his duties to the extent it is ultimately and finally determined by a court of competent jurisdiction that suchcompany or otherwise in relation thereto."

Indemnification of Directors and Officers. 8.8.1. For a period of six (6a) years From and after the ClosingEffective Time, Buyer shall notthe Surviving Entity will indemnify, defend and shall not permit any Group hold harmless the present and former officers and directors of the Company to(when acting in such capacity) (each, amendan “Indemnified Party” and together, repeal or modify any provision in any Organizational Documents of any Group Company relating the “Indemnified Parties”) (and will also, subject to Section 6.9(b), advance expenses as incurred to the exculpationsame extent as such persons are indemnified as in effect as of the date hereof pursuant to the Company Charter, indemnification the Company Bylaws and otherwise to the fullest extent permitted under the DGCL, provided that the 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), against all losses, costs, expenses, claims, damages, judgments or advancement liabilities incurred in connection with, any claim, action, suit, proceeding or investigation based in whole or in part on the fact that the Indemnified Party is or was an officer or director of expenses of the Company pertaining to any Persons who at any time prior to matter existing or occurring before or at the Closing are Effective Time and whether asserted or were claimed before, at or after, the Effective Time (the “Indemnified Liabilities”); provided, however, that such indemnification will be provided only to the extent any directors’ and officers’ liability insurance policy of the Company does not provide coverage and actual payment thereunder with respect to the matters that would otherwise be subject to indemnification hereunder (it being understood that the Surviving Entity shall, directors or employees subject to Section 6.9(b), advance expenses on a current basis as provided in this paragraph (or their equivalenta) notwithstanding such insurance coverage to the extent that payments thereunder have not yet been made, in which case the Surviving Entity shall be entitled to repayment of such advances from the proceeds of such insurance coverage). Parent and Merger Sub agree that all rights to indemnification, including provisions relating to advances of expenses incurred in defense of any Group Company action, suit or proceeding, whether civil, criminal, administrative or investigative (each, a “D&O Indemnified PersonClaim”) with respect to acts or omissions existing or occurring at or prior to the Closing (unless and to the extent required by Law), it being the intent existing in favor of the parties that all such officersIndemnified Parties as provided in the Company Charter or Company Bylaws or pursuant to other agreements, directors and employees of each Group Company shall be entitled to exculpation, indemnification and advancement of expenses to the fullest extent permitted by applicable Law and that no change, modification or amendment of such documents or arrangements may be made that will adversely affect any such Person’s right thereto without the prior written consent of that Person. 8.8.2. In addition to the other rights provided for in this Section 8.8 and not in limitation thereof, from and after the Closing, Buyer shall and shall cause each Group Company (each, a “D&O Indemnifying Party”) to, to the fullest extent permitted by applicable Law and are required by the terms of the Group Companies’ Organizational Documents as in effect as of the date hereof, (i) indemnify with respect to matters occurring through the Effective Time, will survive the Merger and hold harmless (will continue in full force and exculpate effect for a period of not less than six years after the Effective Time. The Surviving Entity shall maintain in effect for not less than six years after the Effective Time the current level and release from any scope of directors’ and officers’ liability to Buyer or any Group insurance coverage as set forth in the Company) ’s current directors’ and officers’ liability insurance policy in effect as of the D&O Indemnified Persons against all D&O Expenses and all losses, claims, damages, judgments, fines, penalties and amounts paid in settlement (“D&O Losses”) in respect date of any threatened, pending or completed Action, whether criminal, civil, administrative or investigative, based on or arising out or relating to the fact that such Person is or was a officer, director or employee of any Group Company and arising out of or relating to acts or omissions occurring or existing at or prior to the Closing (including in respect of acts or omissions in connection with this Agreement and the Contemplated Transactions) (a “D&O Indemnifiable Claim”) and (ii) advance, unconditionally and interest-free, to such D&O Indemnified Persons all D&O Expenses incurred in connection with any D&O Indemnifiable Claim (including in circumstances where the D&O Indemnifying Party is otherwise entitled to assume the defense of such claim and has assumed such defense) promptly after receipt of statements thereforAgreement; provided, however, thatthat in no event shall the Surviving Entity be required to pay an annual premium for such insurance in excess of 120% of the last annual premium paid prior to the date hereof, it being understood that if the annual premiums payable for such insurance coverage exceed such amount, Parent shall be obligated to obtain a policy with the greatest coverage available for a cost equal to such amount. (b) If any Claim relating hereto or to the transactions contemplated by this Agreement is commenced before the Effective Time, the Company and the Surviving Entity agree to cooperate and use their respective reasonable efforts to vigorously defend against and respond thereto. Any Indemnified Party wishing to claim indemnification under paragraph (a) of this Section 6.9, upon learning of any such claim, action, suit, proceeding or investigation (whether arising before, at or after the Effective Time), will promptly notify the Surviving Entity thereof, whereupon the Surviving Entity will have the right, from and after the Effective Time, to assume from such Indemnified Party and control the extent required by applicable Laws that candefense thereof on behalf of such Indemnified Party, and upon such assumption, the Surviving Entity will not be waivedliable to such Indemnified Parties for any legal expenses of other counsel or any other expenses subsequently incurred by such Indemnified Parties in connection with the defense thereof. Notwithstanding the foregoing, if counsel for the Indemnified Parties advises that there are issues which raise conflicts of interest between the Surviving Entity and the Indemnified Parties, the Person to whom D&O Expenses are Indemnified Parties may retain separate counsel and the Surviving Entity will pay or cause to be advanced provides an unsecured undertaking paid all reasonable fees and expenses of such counsel; provided, however, that the Surviving Entity will not be obligated pursuant to repay this Section 6.9(b) to pay for more than one firm or counsel to represent all Indemnified Parties in any jurisdiction and (ii) the Indemnified Parties will cooperate in the defense of such advances matter. The Surviving Entity will not be liable for any settlement effected without its prior written consent (which consent will not be unreasonably withheld or delayed). Notwithstanding anything to the extent it is ultimately contrary contained in this Section 6.9, the Surviving Entity shall not have any obligation hereunder to any Indemnified Party if and finally determined by when a court of competent jurisdiction shall ultimately determine, and such determination shall have become final, that suchthe indemnification of such Indemnified Party in a manner contemplated hereby is prohibited by applicable law. (c) The rights of each Indemnified Party hereunder shall be in addition to, and not in limitation of, any other rights such Indemnified Party may have under the Company Charter, the Company Bylaws or other agreement in effect as of the date of the date hereof, the DGCL or otherwise. (d) This Section 6.9 is intended to benefit the Indemnified Parties and will be enforceable by each Indemnified Party, his or her heirs and representatives and will be binding on all successors and assigns of Parent, Merger Sub and the Surviving Entity. If Parent or the Surviving Entity or any of its successors or assigns consolidates with or merges into any other entity and is not the continuing or surviving entity of such consolidation or merger or transfers all or substantially all of its assets to any other entity, then and in each case, Parent or the Surviving Entity, as applicable, will cause proper provision to be made so that the successors and assigns of Parent or the Surviving Entity, as applicable, shall assume the obligations set forth in this Section 6.9.

Indemnification of Directors and Officers. 8.8.1. For a period of six (6a) years From and after the ClosingEffective Time, Buyer Parent and the Surviving Corporation shall notjointly and severally indemnify, defend and hold harmless each of the Persons set forth in Schedule 8.7 of the Company Disclosure Statement, and shall not permit each of the present and former officers and directors of the Company and any Group Company toof its Subsidiaries, amendformer Subsidiaries and their predecessors, repeal and any Person who is or modify any provision in any Organizational Documents of any Group Company relating to the exculpation, indemnification or advancement of expenses of any Persons who at any time prior to or was serving at the Closing are request of the Company as an officer, director, employee or were officersagent of another Person (collectively, directors the "Indemnified Parties"), against all losses, expenses, claims, damages or employees (or their equivalent) liabilities arising out of any Group Company (each, a “D&O Indemnified Person”) with respect to acts actions or omissions existing or occurring at on or prior to the Closing Effective Time (unless and to including the extent required transactions contemplated by Law), it being the intent of the parties that all such officers, directors and employees of each Group Company shall be entitled to exculpation, indemnification and advancement of expenses this Agreement) to the fullest extent permitted by under applicable Law and that no change, modification or amendment of such documents or arrangements may be made that will adversely affect any such Person’s right thereto without the prior written consent of that Person. 8.8.2. In addition to the other rights provided for in this Section 8.8 and not in limitation thereof, from and after the Closing, Buyer shall (and shall cause each Group Company (eachalso, a “D&O Indemnifying Party”) tosubject to Section 8.7(b), advance expenses as incurred to the fullest extent permitted by under applicable Law Law; provided that, the Person to whom expenses are advanced provides an undertaking reasonably satisfactory to the Company to repay such advances if it is ultimately determined that such Person is not entitled to indemnification); provided, however, that such indemnification shall be provided only to the extent any directors' and are required by the terms officers' liability insurance policy of the Group Companies’ Organizational Documents Company or its Subsidiaries does not provide coverage and actual payment thereunder with respect to the matters that would otherwise be subject to indemnification hereunder (it being understood that Parent or the Surviving Corporation shall, subject to Section 8.7(b), advance expenses on a current basis as provided in this paragraph (a) notwithstanding such insurance coverage to the extent that payments thereunder have not yet been made, in which case Parent or the Surviving Corporation, as the case may be, shall be entitled to repayment of such advances from the proceeds of such insurance coverage). Parent and Surviving Corporation agree that all rights to indemnification, including provisions relating to advances of expenses incurred in defense of any action, suit or proceeding, whether civil, criminal, administrative or investigative (each, a "Claim"), existing in favor of the Indemnified Parties as provided in the Company Charter or By-Laws or pursuant to other agreements, or certificates of incorporation or by-laws or other similar documents of any of the Company's Subsidiaries, as in effect as of the date hereof, (i) indemnify with respect to matters occurring through the Effective Time, shall survive the Merger and hold harmless (shall continue in full force and exculpate and release effect for a period of not less than six years from any liability to Buyer or any Group Company) the D&O Indemnified Persons against all D&O Expenses and all losses, claims, damages, judgments, fines, penalties and amounts paid in settlement (“D&O Losses”) in respect of any threatened, pending or completed Action, whether criminal, civil, administrative or investigative, based on or arising out or relating to the fact that such Person is or was a officer, director or employee of any Group Company and arising out of or relating to acts or omissions occurring or existing at or prior to the Closing (including in respect of acts or omissions in connection with this Agreement and the Contemplated Transactions) (a “D&O Indemnifiable Claim”) and (ii) advance, unconditionally and interest-free, to such D&O Indemnified Persons all D&O Expenses incurred in connection with any D&O Indemnifiable Claim (including in circumstances where the D&O Indemnifying Party is otherwise entitled to assume the defense of such claim and has assumed such defense) promptly after receipt of statements thereforEffective Time; provided, however, thatthat all rights to indemnification in respect of any Claim asserted, made or commenced within such period shall continue until the final disposition of such Claim. The Surviving Corporation shall maintain in effect for not less than six years after the Effective Time the current policies of directors' and officers' liability insurance maintained by the Company and the Company's Subsidiaries with respect to matters occurring prior to the Effective Time; provided however, that in no event shall Parent be required to expend in any one year an amount in excess of 150% of the annual premiums currently paid by the Company for such insurance which the Company represents to be $430,000 for the twelve month period ending May 1, 1999; provided further, however, that the Surviving Corporation may substitute therefor policies of at least the same coverage containing terms and conditions which are no less advantageous to the Indemnified Parties with an insurance company or companies, the claims paying ability of which is substantially equivalent to the claims paying ability of the insurance company or companies providing such insurance coverage for directors and officers of Parent. (b) In the event that any Claim relating hereto or to the transactions contemplated by this Agreement is commenced, before the Effective Time, the parties hereto agree to co-operate and use their respective reasonable efforts to vigorously defend against and respond thereto. Any Indemnified Party wishing to claim indemnification under paragraph (a) of Section 8.7, upon learning of any such claim, action, suit, proceeding or investigation, shall promptly notify Parent thereof, whereupon Parent or the Surviving Corporation shall have the right, from and after the Effective Time, to assume and control the extent required by applicable Laws that candefense thereof, and upon such assumption, the Surviving Corporation shall not be waivedliable to such Indemnified Parties for any legal expenses of other counsel or any other expenses subsequently incurred by such Indemnified Parties in connection with the defense thereof. Notwithstanding the foregoing, if counsel for the Indemnified Parties advises that there are issues which raise conflicts of interest between Parent or the Surviving Corporation and the Indemnified Parties, the Person Indemnified Parties may retain separate counsel and the Surviving Corporation will pay all reasonable documented fees and expenses of such counsel; provided that the Surviving Corporation will not be obligated pursuant to whom D&O Expenses are this sentence to pay for more than one firm of counsel for all Indemnified Parties (plus one local counsel in each appropriate jurisdiction for all Indemnified Parties) with respect to any Claim. The Surviving Corporation shall not be advanced provides an unsecured undertaking liable for any settlement effected without its prior written consent. (c) This Section 8.7 is intended to repay such advances to benefit the extent it is ultimately Indemnified Parties and finally determined by a court shall be binding on all successors and assigns of competent jurisdiction that suchParent, Merger Sub and the Surviving Corporation.

Indemnification of Directors and Officers. 8.8.1. For a period (a) After the Effective Time, without releasing any insurance carrier and after exhaustion of six (6) years after all applicable director and liability insurance coverage for Carolina and its directors and officers, FNB shall indemnify, hold harmless and defend the Closingdirectors and officers of Carolina in office on the date hereof or the Effective Time, Buyer shall not, and shall not permit any Group Company to, amend, repeal or modify any provision in any Organizational Documents of any Group Company relating to the exculpation, indemnification or advancement of expenses of any Persons who at any time prior to or at the Closing are or were officers, directors or employees (or their equivalent) of any Group Company (each, a “D&O Indemnified Person”) with respect to acts or omissions existing or occurring at or prior to the Closing (unless and to the same extent required by Law), as it being the intent of the parties that all such officers, indemnifies its own directors and employees of each Group Company shall be entitled to exculpation, indemnification and advancement of expenses to the fullest extent permitted by applicable Law and that no change, modification or amendment of such documents or arrangements may be made that will adversely affect any such Person’s right thereto without the prior written consent of that Person. 8.8.2. In addition to the other rights provided for in this Section 8.8 and not in limitation thereofofficers, from and after the Closing, Buyer shall and shall cause each Group Company (each, a “D&O Indemnifying Party”) to, to the fullest extent permitted by applicable Law and are required by the terms of the Group Companies’ Organizational Documents in effect as of the date hereof, (i) indemnify and hold harmless (and exculpate and release from against any liability to Buyer or any Group Company) the D&O Indemnified Persons against all D&O Expenses and all claims, disputes, demands, causes of action, suits, proceedings, losses, claims, damages, judgmentsliabilities, finesobligations, penalties costs and amounts expenses of every kind and nature including without limitation reasonable attorneys' fees and legal costs and expenses therewith whether known or unknown and whether now existing or hereafter arising which may be threatened against, incurred, undertaken, received or paid by such persons in settlement (“D&O Losses”) in respect of any threatened, pending connection with or completed Action, whether criminal, civil, administrative or investigative, based on or arising out or relating to the fact that such Person is or was a officer, director or employee of any Group Company and arising which arise out of or relating result from or are based upon any action or failure to acts act by such person in the ordinary scope of his duties as a director or omissions occurring or existing at or prior to the Closing officer of Carolina (including service as a director or officer of any Carolina subsidiary or fiduciary of any of the Carolina Plans (as defined in respect of acts or omissions in connection with this Agreement and Section 2.23(a)) through the Contemplated Transactions) (a “D&O Indemnifiable Claim”) and (ii) advance, unconditionally and interest-free, to such D&O Indemnified Persons all D&O Expenses incurred in connection with any D&O Indemnifiable Claim (including in circumstances where the D&O Indemnifying Party is otherwise entitled to assume the defense of such claim and has assumed such defense) promptly after receipt of statements thereforEffective Time; provided, however, thatthat FNB shall not be obligated to indemnify such person for (i) any act not available for statutory or permissible indemnification under North Carolina law, (ii) any penalty, decree, order, finding or other action imposed or taken by any regulatory authority, (iii) any violation or alleged violation of federal or state securities laws to the extent required that indemnification is prohibited by applicable Laws law, or (iv) any claim of sexual or other unlawful harassment, or any form of employment discrimination prohibited by federal or state law; further, provided, however, that can(A) FNB shall have the right to assume the defense thereof and upon such assumption FNB shall not be waivedliable to any director or officer of Carolina for any legal expenses of other counsel or any other expenses subsequently incurred by such director or officer in connection with the defense thereof, except that if FNB elects not to assume such defense or counsel for such director or officer reasonably advises such director or officer that there are issues which raise conflicts of interest between FNB and such director or officer, such director or officer may retain counsel reasonably satisfactory to him, and FNB shall pay the Person reasonable fees and expenses of such counsel, (B) FNB shall not be liable for any settlement effected without its prior written consent, and (C) FNB shall have no obligation hereunder to whom D&O Expenses are to be advanced provides an unsecured undertaking to repay such advances to the extent it is ultimately any director or officer of Carolina when and finally determined by if a court of competent jurisdiction shall determine that suchindemnification of such director or officer in the manner contemplated hereby is prohibited by applicable law. The indemnification provided herein shall be in addition to any indemnification rights an indemnitee may have by law, pursuant to the charter or bylaws of Carolina or any of its subsidiaries or pursuant to any Plan for which the indemnity serves as a fiduciary. (b) From and after the Effective Time, FNB will directly or indirectly cause the persons who served as directors or officers of Carolina at the Effective Time to be covered by Carolina's existing directors' and officers' liability insurance policy (provided that FNB may substitute therefor policies of at least the same coverage in amounts contained and terms and conditions which are not less advantageous than such policy). Such insurance coverage shall commence at the Effective Time and will be provided for a period of no less than three years after the Effective Time. (c) The indemnification provided by this Section 5.5 is the sole indemnification provided by FNB to the directors and officers of Carolina for service in such positions up to and through the Effective Time. This Section 5.5 is intended to create personal rights in the directors and officers of Carolina, who shall be deemed to be third-party beneficiaries hereof. Notwithstanding any other provision of this Agreement, at the Effective Time, the indemnification rights provided herein shall not be extinguished but shall instead survive for a period of three years after the Effective Time.

Indemnification of Directors and Officers. 8.8.1(a) The certificate of incorporation and by-laws (or equivalent governing instruments) of the Surviving Corporation and each of its subsidiaries shall contain provisions no less favorable with respect to indemnification than are set forth in the certificate of incorporation and by-laws of the Company and its Subsidiaries, which provisions shall not be amended, repealed or otherwise modified for a period of six years after the Effective Time in any manner that would adversely affect the rights thereunder of individuals who at or prior to the Effective Time were directors, officers, agents or employees of the Company or any of its Subsidiaries or who were otherwise entitled to indemnification pursuant to the certificate of incorporation and by-laws (or equivalent governing instruments) of the Company or any of its Subsidiaries. (b) Holding and the Surviving Corporation shall, jointly and severally, indemnify, defend and hold harmless each person who is now, or has been at any time prior to the date of this Agreement or who becomes prior to the Effective Time, a director or officer of the Company or any of its Subsidiaries (individually, an "Indemnified Person," and collectively, the "Indemnified Persons") against (i) all losses, claims, damages, costs, expenses, liabilities or judgements arising out of or relating to, or amounts that are paid in settlement (with the approval of the indemnifying party, which approval shall not be unreasonably withheld) of, or in connection with, any claim, action, suit, proceeding or investigation based in whole or in part on or arising in whole or in part out of the fact that such person is or was a director or officer or the Company or any of its Subsidiaries, whether pertaining to any matter existing or occurring at or prior to the Effective Time and whether asserted or claimed prior to or at or after, the Effective Time ("Indemnifiable Claims") and (ii) all Indemnifiable Claims based in whole or in part on, or arising in whole or in part out of, or pertaining to this Agreement, the Merger or any other transaction contemplated hereby or thereby, in each case to the full extent a corporation is permitted under the DGCL to indemnify its own directors or officers, as the case may be (and Holding and the Surviving Corporation, as the case may be, will pay expenses in advance of the final disposition of any such claim, action, suit, proceeding or investigation to each Indemnified Person to the full extent permitted by law, subject to receipt of a written undertaking from such Indemnified Person to repay all amounts advanced in the event a final and non-appealable judicial determination is made that such person was not entitled to indemnification under DGCL). Any Indemnified Person wishing to claim indemnification under this Section 5.12(b), upon learning of any such claim, action, suit, proceeding or investigation, shall notify Holding and the Surviving Corporation (but the failure so to notify an indemnifying party shall not relieve it from any liability which it may have under this Section 5.12(b) except to the extent such failure prejudices such party). Indemnified Persons as a group may retain only one law firm to represent them with respect to each such matter unless there is, under applicable standards of professional conduct, a conflict on any significant issue between the positions of any two or more Indemnified Parties. Notwithstanding anything to the contrary contained herein, if the Accession does not occur, all references to Holding in this Section 5.12(b) shall instead by deemed to be to the Parent. (c) For a period of six (6) years after the ClosingEffective Time, Buyer the Surviving Corporation shall not, cause to be maintained in effect directors' and shall not permit any Group Company to, amend, repeal or modify any provision in any Organizational Documents of any Group Company relating to officers' liability insurance covering each Indemnified Person who is currently covered by the exculpation, indemnification or advancement of expenses of any Persons who at any time prior to or at the Closing are or were Company's directors' and officers, directors or employees (or their equivalent) of any Group Company (each, a “D&O Indemnified Person”) ' insurance with respect to acts claims arising from facts or omissions existing or occurring events which occurred at or prior to the Closing (unless and to the extent required by Law)Effective Time, it being the intent of the parties that all such officers, directors and employees of each Group Company which insurance shall be entitled to exculpation, indemnification and advancement of expenses to the fullest extent permitted by applicable Law and that no change, modification or amendment of less favorable than such documents or arrangements may be made that will adversely affect any such Person’s right thereto without the prior written consent of that Person. 8.8.2. In addition to the other rights provided for insurance maintained in this Section 8.8 and not in limitation thereof, from and after the Closing, Buyer shall and shall cause each Group Company (each, a “D&O Indemnifying Party”) to, to the fullest extent permitted by applicable Law and are required effect by the Company on the date hereof in terms of the Group Companies’ Organizational Documents in effect as of the date hereof, (i) indemnify coverage and hold harmless (and exculpate and release from any liability to Buyer or any Group Company) the D&O Indemnified Persons against all D&O Expenses and all losses, claims, damages, judgments, fines, penalties and amounts paid in settlement (“D&O Losses”) in respect of any threatened, pending or completed Action, whether criminal, civil, administrative or investigative, based on or arising out or relating to the fact that such Person is or was a officer, director or employee of any Group Company and arising out of or relating to acts or omissions occurring or existing at or prior to the Closing (including in respect of acts or omissions in connection with this Agreement and the Contemplated Transactions) (a “D&O Indemnifiable Claim”) and (ii) advance, unconditionally and interest-free, to such D&O Indemnified Persons all D&O Expenses incurred in connection with any D&O Indemnifiable Claim (including in circumstances where the D&O Indemnifying Party is otherwise entitled to assume the defense of such claim and has assumed such defense) promptly after receipt of statements thereforamounts; provided, however, thatthat in no event shall the Surviving Corporation be required to expend in any one year an amount in excess of 150% of the annual premiums currently paid by the Company for such insurance; and, provided, further, that if 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. (d) With respect to each Indemnified Person who is party to, or the beneficiary of, an agreement with the Company or any of its Subsidiaries providing for the indemnification of such person by the Company or any of its Subsidiaries in effect on the date hereof, the Surviving Corporation hereby agrees to be bound, and perform all obligations required to be performed, by the Company or any of its Subsidiaries under any such agreement. (e) The provisions of this Section 5.12 are intended to be for the benefit of, and shall be enforceable by, each Indemnified Person, his or her heirs and representatives. (f) With respect to the extent required by applicable Laws that cannot be waivedindemnification obligations of Holding contained in Section 5.12(b), in the Person to whom D&O Expenses are event Holding disposes of all or substantially all of its assets or otherwise ceases to be advanced provides an unsecured undertaking sufficiently creditworthy to repay such advances meet its obligations under Section 5.12(b), Parent agrees that it shall cause another of its wholly-owned Subsidiaries incorporated in the United States which is sufficiently creditworthy to assume the extent it is ultimately and finally determined by a court obligations of competent jurisdiction that suchHolding under Section 5.12(b).

Indemnification of Directors and Officers. 8.8.1of Chapter 9 of Title 13.1 of the Code of Virginia, as amended (the “Virginia Code”), stipulates that, unless limited by its articles of incorporation, a Virginia corporation must indemnify a director or officer who was wholly successful, on the merits or otherwise, in the defense of any proceeding to which the director or officer was a party because he or she is or was a director or officer of the corporation, against the expenses incurred by the director or officer in connection with the proceeding. For The Virginia Code permits a period corporation to advance funds to a director or officer to pay for or reimburse expenses incurred in any legal proceeding before final disposition of six (6) years the proceeding, if the director or officer delivers to the corporation a signed written undertaking to repay any funds advanced if he or she is not entitled to mandatory indemnification and it is ultimately determined that he or she did not meet the relevant standard of conduct. A corporation is permitted to indemnify a director or officer against liability incurred in a proceeding if a determination has been made by the disinterested members of the board of directors, special legal counsel or shareholders that the director or officer conducted himself or herself in good faith and otherwise met the required standard of conduct. To meet the relevant standard of conduct, the Virginia Code provides that the director or officer must have believed, in the case of conduct in his or her official capacity with the corporation, that his or her conduct was in its best interests and, in the case of other conduct, that his or her conduct was at least not opposed to its best interests. In the case of any criminal proceeding, the director or officer must not have had reasonable cause to believe his or her conduct was unlawful. In a proceeding by or in the right of the corporation, no indemnification shall be made in respect of any matter as to which a director or officer is adjudged to be liable to the corporation, except for expenses incurred in connection with the proceeding if it is determined that the director or officer has met the relevant standard of conduct. In any other proceeding, no indemnification shall be made if the director or officer is adjudged liable to the corporation on the basis that he or she improperly received a personal benefit. Corporations are given the power to make any further indemnity, including indemnity with respect to a proceeding by or in the right of the corporation, and to make additional provision for advances and reimbursement of expenses, to any director or officer that may be authorized by the articles of incorporation or any bylaw made by the shareholders, or any resolution adopted, before or after the Closingevent, Buyer shall notby the shareholders, except an indemnity against willful misconduct or a knowing violation of the criminal law. The Articles of Incorporation of the Registrant (the “Articles”) provide that, to the full extent permitted by applicable law, the Registrant will indemnify any past or current director or officer of the Registrant who was or is a party to any proceeding, including a proceeding brought by or in the right of the Registrant or brought by or on behalf of the shareholders of the Registrant, against any liability incurred by him in connection with such proceeding unless he engaged in willful misconduct or a knowing violation of the criminal law. To the same extent, the board of directors is empowered, by a majority vote of a quorum of disinterested directors, to enter into a contract to indemnify any director or officer against liability and shall not permit to advance or reimburse his or her expenses in respect to any Group Company toproceedings arising from any act or omission, amendwhether occurring before or after the execution of such contract. Indemnification is limited to all proceedings commenced after the effective date of the Articles that arise from any act or omission, repeal whether occurring before or modify any provision after such effective date. In addition, the Articles provide that the Registrant will pay for or reimburse the reasonable expenses incurred by a director or officer who is a party to a proceeding in any Organizational Documents advance of final disposition of the proceeding or the making of any Group Company relating determination of indemnification if the director or officer furnishes (i) a written statement of his or her good faith belief that he or she has met the requisite standard of conduct and (ii) a written undertaking to repay the exculpationadvance if it is ultimately determined that he or she did not meet such standard of conduct. The By-Laws of the Registrant (the “By-Laws”) provide that, unless the Registrant otherwise consents in writing, the federal and state courts in the Commonwealth of Virginia shall be the sole and exclusive forum for certain actions or proceedings, including (i) any derivative action or proceeding brought on behalf of the Registrant, (ii) any action asserting breach of fiduciary duty claims, (iii) any action asserting claims arising under the Virginia Stock Corporation Act, the Articles or By-Laws, (iv) any action or proceeding to interpret, apply, enforce or determine the validity of the Articles or By- Laws, (v) any action or proceeding regarding indemnification or advancement or reimbursement of expenses of any Persons who at any time prior to or at the Closing are or were officers, directors or employees (or their equivalent) of any Group Company (each, a “D&O Indemnified Person”) with respect to acts or omissions existing or occurring at or prior to the Closing (unless and to the extent required by Law), it being the intent arising out of the parties Articles, By-Laws or otherwise, (vi) any action asserting a claim governed by the internal affairs doctrine or (vii) any action asserting one or more “internal corporate claims,” as that term is defined in subsection C of Section 13.1-624 of the Virginia Code, in all such officers, directors and employees of each Group Company shall be entitled to exculpation, indemnification and advancement of expenses cases to the fullest extent permitted by applicable Law and that no change, modification or amendment of such documents or arrangements may be made that will adversely affect any such Person’s right thereto without the prior written consent of that Person. 8.8.2law. In addition addition, the By-Laws provide that, unless the Registrant otherwise consents in writing, the United States federal district courts shall be the exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act. The Registrant has entered into indemnification agreements with its directors and executive officers in furtherance of the indemnification provisions contained in the Articles. The Registrant also maintains an officers’ and directors’ liability insurance policy. The Virginia Code also establishes a statutory limit on liability of directors and officers of a corporation for damages assessed against them in a suit brought by or in the right of the corporation or brought by or on behalf of shareholders of the corporation, and authorizes a corporation to specify a lower monetary limit on liability (including the other rights provided elimination of liability for monetary damages) in this Section 8.8 and not in limitation thereofthe corporation’s articles of incorporation or, from and after the Closing, Buyer shall and shall cause each Group Company (each, a “D&O Indemnifying Party”) to, to the fullest extent permitted by applicable Law and are required if approved by the terms shareholders, in the bylaws; however, the liability of a director or officer shall not be limited if such officer or director engaged in willful misconduct or a knowing violation of the Group Companies’ Organizational Documents in effect as of the date hereof, (i) indemnify and hold harmless (and exculpate and release from any liability to Buyer criminal law or any Group Company) the D&O Indemnified Persons against all D&O Expenses and all losses, claims, damages, judgments, fines, penalties and amounts paid in settlement (“D&O Losses”) in respect of any threatened, pending federal or completed Action, whether criminal, civil, administrative or investigative, based on or arising out or relating to the fact that such Person is or was a officer, director or employee of any Group Company and arising out of or relating to acts or omissions occurring or existing at or prior to the Closing (including in respect of acts or omissions in connection with this Agreement and the Contemplated Transactions) (a “D&O Indemnifiable Claim”) and (ii) advance, unconditionally and interest-free, to such D&O Indemnified Persons all D&O Expenses incurred in connection with any D&O Indemnifiable Claim (including in circumstances where the D&O Indemnifying Party is otherwise entitled to assume the defense of such claim and has assumed such defense) promptly after receipt of statements therefor; provided, however, state securities law. The Registrant’s Articles provides that, to the full extent required by that applicable Laws that cannot law permits the limitation or elimination of the liability of directors and officers, no director or officer of the Registrant made a party to any proceeding shall be waived, the Person to whom D&O Expenses are to be advanced provides an unsecured undertaking to repay such advances liable to the extent it is ultimately and finally determined by a court Registrant or its shareholders for monetary damages arising out of competent jurisdiction that suchany transaction, occurrence or course of conduct, whether occurring prior or subsequent to the effective date of the Articles.

Indemnification of Directors and Officers. 8.8.1With respect to the indemnification of directors and officers, Wells Fargo agrees as follows: (i) Wells Fargo shall ensure that all rxxxxx to indemnification and all limitations of liability existing in favor of any person who is now, or has been at any time prior to the date hereof, or who becomes prior to the Effective Time of the Merger, a director or officer of Company or any Company Subsidiary, (an "Indemnified Party" and, collectively, the "Indemnified Parties") in Company's Articles of Incorporation or By-laws or similar governing documents of any Company Subsidiary, as applicable in the particular case and as in effect on the date hereof, shall, with respect to claims arising from (A) facts or events that occurred before the Effective Time of the Merger, or (B) this Agreement and the Merger Agreement or any of the transactions contemplated hereby or thereby, whether in any case asserted or arising before or after the Effective Time of the Merger, survive the Merger and shall continue in full force and effect. For Nothing contained in this paragraph 5(m)(i) shall be deemed to preclude the liquidation, consolidation or merger of Company or any Company Subsidiary, in which case all of such rights to indemnification and limitations on liability shall be deemed to survive and continue as contractual rights notwithstanding any such liquidation or consolidation or merger; provided, however, that in the event of liquidation or sale of substantially all of the assets of Company, Wells Fargo shall guarantee, to the xxxxnt of the greater of the net asset value of Company as of the Effective Date of the Merger or as of the date of such liquidation or sale, the indemnification obligations of Company or any Company Subsidiary to the extent of indemnification obligations of Company and the Company Subsidiaries described above. Each Indemnified Party shall have the right to assert claims for indemnification directly against Wells Fargo without first xxxxng to assert such claim against Company or any Company Subsidiary. Notwithstanding anything to the contrary contained in this paragraph 5(m)(i), nothing contained herein shall require Wells Fargo to indemnify xxx xerson who was a director or officer of Company or any Company Subsidiary to a greater extent than Company or any Company Subsidiary is, as of the date of this Agreement, required to indemnify any such person; (ii) any Indemnified Party wishing to claim indemnification under paragraph 5(m)(i), upon learning of any such claim, action, suit, proceeding or investigation, shall promptly notify Wells Fargo thereof, but xxx xailure to so notify shall not relieve Wells Fargo of any liabilxxx xt may have to such Indemnified Party. In the event of any such claim, action, suit, proceeding or investigation (whether arising before or after the Effective Time of the Merger), (A) Wells Fargo shall have thx xxxht to assume the defense thereof and Wells Fargo shall not be xxxxxe to any Indemnified Party for any legal expenses of other counsel or any other expenses subsequently incurred by such Indemnified Party in connection with the defense thereof, except that if Wells Fargo elects not to assume suxx xxfense or counsel for the Indemnified Party advises that there are issues which raise conflicts of interest between Wells Fargo and the Indemnified Party, the Indemnified Party may retain counsel satisfactory to them, and Wells Fargo shall pay the reasonablx xxxs and expenses of such counsel for the Indemnified Party promptly as statements therefor are received; provided, however, that Wells Fargo shall be obligated pursuant to this subparagraph (ii) to pay for only one firm of counsel for all Indemnified Parties in any jurisdiction unless the use of one counsel for such Indemnified Parties would present such counsel with a conflict of interest and (B) such Indemnified Party shall cooperate in the defense of any such matter; (iii) for a period of six (6) years after from the ClosingEffective Time, Buyer Wells Fargo shall notuse its reasonablx xxxt efforts to provide that portion of director's and officer's liability insurance that serves to reimburse the present and former officers and directors of the Company or any Company Subsidiary with respect to claims against such directors and officers arising from facts or events that occurred before the Effective Time, which insurance shall contain at least the same coverage and amounts, and contain terms and conditions no less advantageous, as that coverage currently provided by the Company; provided however, that in no event shall Wells Fargo be required to xxxend more than 125% of the current amount expended by the Company (such limit on the premiums required to be expended by Wells Fargo, the "Insuranxx Xxount") to maintain or procure such director's and officer's insurance coverage for a comparable six-year period; provided further, that if Wells Fargo is unable to maintain ox xxxain the insurance called for by this Section 5(m)(iii), Wells Fargo shall use its xxxxonable best efforts to obtain as much comparable insurance as is available for the Insurance Amount; (iv) if Wells Fargo or any of its successorx xx assigns (A) shall consolidate with or merge into any other corporation or entity and shall not be the continuing or surviving corporation or entity of such consolidation or merger or (B) shall transfer all or substantially all of its properties and assets to any individual, corporation or other entity, then and in each such case, proper provision shall be made so that the successors and assigns of Wells Fargo shall assume the xbligations set forth in this paragraph 5(m); and (v) the provisions of this paragraph 5(m) are intended to be for the benefit of, and shall not permit any Group Company tobe enforceable by, amend, repeal each Indemnified Party and his or modify any provision in any Organizational Documents of any Group Company relating to the exculpation, indemnification or advancement of expenses of any Persons who at any time prior to or at the Closing are or were officers, directors or employees (or their equivalent) of any Group Company (each, a “D&O Indemnified Person”) with respect to acts or omissions existing or occurring at or prior to the Closing (unless her heirs and to the extent required by Law), it being the intent of the parties that all such officers, directors and employees of each Group Company shall be entitled to exculpation, indemnification and advancement of expenses to the fullest extent permitted by applicable Law and that no change, modification or amendment of such documents or arrangements may be made that will adversely affect any such Person’s right thereto without the prior written consent of that Personrepresentatives. 8.8.2. In addition to the other rights provided for in this Section 8.8 and not in limitation thereof, from and after the Closing, Buyer shall and shall cause each Group Company (each, a “D&O Indemnifying Party”) to, to the fullest extent permitted by applicable Law and are required by the terms of the Group Companies’ Organizational Documents in effect as of the date hereof, (i) indemnify and hold harmless (and exculpate and release from any liability to Buyer or any Group Company) the D&O Indemnified Persons against all D&O Expenses and all losses, claims, damages, judgments, fines, penalties and amounts paid in settlement (“D&O Losses”) in respect of any threatened, pending or completed Action, whether criminal, civil, administrative or investigative, based on or arising out or relating to the fact that such Person is or was a officer, director or employee of any Group Company and arising out of or relating to acts or omissions occurring or existing at or prior to the Closing (including in respect of acts or omissions in connection with this Agreement and the Contemplated Transactions) (a “D&O Indemnifiable Claim”) and (ii) advance, unconditionally and interest-free, to such D&O Indemnified Persons all D&O Expenses incurred in connection with any D&O Indemnifiable Claim (including in circumstances where the D&O Indemnifying Party is otherwise entitled to assume the defense of such claim and has assumed such defense) promptly after receipt of statements therefor; provided, however, that, to the extent required by applicable Laws that cannot be waived, the Person to whom D&O Expenses are to be advanced provides an unsecured undertaking to repay such advances to the extent it is ultimately and finally determined by a court of competent jurisdiction that such

Indemnification of Directors and Officers. 8.8.1(a) From and after the Effective Time, New Parent shall indemnify and hold harmless (and advance funds in respect of each), in the same manner as provided by the Company and Parent, as applicable, immediately prior to the Execution Date, each present and former director, officer and employee of the Company or Parent, or any of their respective Subsidiaries (in all of their capacities (collectively, the “Indemnified Parties”)), against any costs or expenses (including reasonable attorneys’ fees and expenses and disbursements), judgments, fines, losses, claims, damages or liabilities incurred in connection with any Proceeding, whether civil, criminal, administrative or investigative, arising out of or pertaining to the fact that such Indemnified Party is or was a director, officer or employee of the Company or any of its Subsidiaries, or Parent or any of its Subsidiaries, whether asserted or claimed prior to, at or after the Effective Time (including with respect to acts or omissions by directors or officers of Parent or its Subsidiaries in their capacities as such arising in connection with the Transactions), and shall provide advancement of expenses to the Indemnified Parties, in all such cases to the same extent that such persons are indemnified or have the right to advancement of expenses as of the Execution Date by the Company pursuant to the Company’s Organizational Documents and indemnification agreements, if any, or by any one of the Company’s Subsidiaries pursuant to such Subsidiary’s Organizational Documents and indemnification agreements of any Subsidiary of the Company, if any, in existence on the Execution Date. (b) New Parent agrees that, until the six (6) year anniversary date of the Effective Time, New Parent’s Organizational Documents shall contain provisions no less favorable with respect to indemnification of the current and former directors and officers of the Company or of Parent than are provided in the New Parent Certificate and the New Parent Bylaws, which provisions shall not be amended, repealed or otherwise modified in any manner that would adversely affect the rights thereunder of any such individuals until the expiration of the statutes of limitations applicable to such matters or unless such amendment, modification or repeal is required by applicable Law. (c) For six (6) years after the Effective Time, New Parent shall maintain in effect for the benefit of the Indemnified Parties an insurance and indemnification policy with an insurer with the same or better credit rating as the current carrier for Parent that provides coverage for acts or omissions occurring prior to the Effective Time covering each such person covered by the officers’ and directors’ liability insurance policy of the Company on terms with respect to coverage and in amounts no less favorable in the aggregate than those of the Company’s directors’ and officers’ insurance policy in effect on the Execution Date; provided, however, that New Parent shall not be required to pay an annual premium for the D&O Insurance in excess of 300% of the annual premium currently paid by Parent for such coverage; and provided, further, however, that if any annual premium for such insurance coverage exceeds 300% of such annual premium, New Parent shall obtain as much coverage as reasonably practicable for a cost not exceeding such amount. New Parent’s obligations under this Section 6.8(c) may be satisfied by New Parent, or, with the approval (such approval not to be unreasonably withheld) of the Company, Parent, purchasing a “tail” policy from an insurer with substantially the same or better credit rating as the current carrier for the Company’s existing directors’ and officers’ insurance policy, which (i) has an effective term of six (6) years from the Effective Time, (ii) covers each person covered by the Company’s directors’ and officers’ insurance policy in effect on the Execution Date or at the Effective Time for actions and omissions occurring prior to the Effective Time, and (iii) contains terms that are no less favorable in the aggregate than those of the Company’s directors’ and officers’ insurance policy in effect on the Execution Date. If such “tail” policy has been obtained by the Company prior to the Effective Time, New Parent shall cause such policy to be maintained in full force and effect, for its full term, and cause all obligations thereunder to be honored by New Parent. (d) The provisions of this Section 6.8, are (i) intended to be for the benefit of, and will be enforceable by, each Indemnified Party and (ii) in addition to, and not in substitution for, any other rights to indemnification or contribution that any such Person may have by Contract or otherwise. New Parent shall pay all reasonable out-of-pocket expenses, including reasonable attorneys’ fees, that may be incurred by any Indemnified Party in enforcing the indemnity obligations provided in this Section 6.8 unless it is ultimately determined that such Indemnified Party is not entitled to such indemnity. (e) For a period of six (6) years after the ClosingEffective Time, Buyer shall notif New Parent, and shall not permit or any Group Company to, amend, repeal of its successors or modify any provision in any Organizational Documents of any Group Company relating to the exculpation, indemnification or advancement of expenses of any Persons who at any time prior to or at the Closing are or were officers, directors or employees (or their equivalent) of any Group Company (each, a “D&O Indemnified Person”) with respect to acts or omissions existing or occurring at or prior to the Closing (unless and to the extent required by Law), it being the intent of the parties that all such officers, directors and employees of each Group Company shall be entitled to exculpation, indemnification and advancement of expenses to the fullest extent permitted by applicable Law and that no change, modification or amendment of such documents or arrangements may be made that will adversely affect any such Person’s right thereto without the prior written consent of that Person. 8.8.2. In addition to the other rights provided for in this Section 8.8 and not in limitation thereof, from and after the Closing, Buyer shall and shall cause each Group Company (each, a “D&O Indemnifying Party”) to, to the fullest extent permitted by applicable Law and are required by the terms of the Group Companies’ Organizational Documents in effect as of the date hereofassigns, (i) indemnify consolidates with or merges into any other Person and hold harmless (and exculpate and release from any liability to Buyer shall not be the continuing or any Group Company) the D&O Indemnified Persons against all D&O Expenses and all losses, claims, damages, judgments, fines, penalties and amounts paid surviving corporation or entity in settlement (“D&O Losses”) in respect of any threatened, pending such consolidation or completed Action, whether criminal, civil, administrative merger or investigative, based on or arising out or relating to the fact that such Person is or was a officer, director or employee of any Group Company and arising out of or relating to acts or omissions occurring or existing at or prior to the Closing (including in respect of acts or omissions in connection with this Agreement and the Contemplated Transactions) (a “D&O Indemnifiable Claim”) and (ii) advancetransfers all or substantially all of its properties and assets to any Person, unconditionally then, and interest-freein each case, to such D&O Indemnified Persons all D&O Expenses incurred proper provision shall be made so that the successors and assigns of New Parent honor the indemnification obligations set forth in connection with any D&O Indemnifiable Claim (including in circumstances where the D&O Indemnifying Party is otherwise entitled to assume the defense of such claim and has assumed such defense) promptly after receipt of statements therefor; provided, however, that, to the extent required by applicable Laws that cannot be waived, the Person to whom D&O Expenses are to be advanced provides an unsecured undertaking to repay such advances to the extent it is ultimately and finally determined by a court of competent jurisdiction that suchthis Section 6.8.

Indemnification of Directors and Officers. 8.8.1. For (a) The Company shall indemnify any person who was or is a period party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative by reason of six (6) years after the Closingfact that such person is or was, Buyer shall not, and shall not permit any Group Company to, amend, repeal or modify any provision in any Organizational Documents of any Group Company relating to the exculpation, indemnification or advancement of expenses of any Persons who at any time prior to or during which this Section 14 is in effect, a Director or Officer of the Company, or is or was, at any time prior to or during which this Section 14 is in effect, serving at the Closing are or were officers, directors or employees (or their equivalent) of any Group Company (each, a “D&O Indemnified Person”) with respect to acts or omissions existing or occurring at or prior to the Closing (unless and to the extent required by Law), it being the intent request of the parties that all such officersCompany as a director or officer of another corporation, directors and employees of each Group Company shall be entitled to exculpationpartnership, indemnification and advancement of limited liability company, joint venture, trust, other enterprise or employee benefit plan against reasonable expenses to the fullest extent permitted by applicable Law and that no change, modification or amendment of such documents or arrangements may be made that will adversely affect any such Person’s right thereto without the prior written consent of that Person. 8.8.2. In addition to the other rights provided for in this Section 8.8 and not in limitation thereof, from and after the Closing, Buyer shall and shall cause each Group Company (each, a “D&O Indemnifying Party”) to, to the fullest extent permitted by applicable Law and are required by the terms of the Group Companiesincluding attorneys’ Organizational Documents in effect as of the date hereof, (i) indemnify and hold harmless (and exculpate and release from any liability to Buyer or any Group Company) the D&O Indemnified Persons against all D&O Expenses and all losses, claims, damagesfees), judgments, fines, penalties and penalties, amounts paid in settlement and other liabilities actually and reasonably incurred by such person in connection with such action, suit or proceeding to the full extent permitted by the Act. (“D&O Losses”b) Expenses incurred by a person who is or was a Director or Officer of the Company in respect of appearing at, participating in or defending any threatened, pending or completed Actionaction, suit or proceeding, whether civil, criminal, civil, administrative or investigative, based on or arising out or relating to shall be paid by the fact that such Person is or was a officer, director or employee Company at reasonable intervals in advance of any Group Company and arising out of or relating to acts or omissions occurring or existing at or prior to the Closing (including in respect of acts or omissions in connection with this Agreement and the Contemplated Transactions) (a “D&O Indemnifiable Claim”) and (ii) advance, unconditionally and interest-free, to such D&O Indemnified Persons all D&O Expenses incurred in connection with any D&O Indemnifiable Claim (including in circumstances where the D&O Indemnifying Party is otherwise entitled to assume the defense final disposition of such claim and has assumed such defense) promptly after action, suit or proceeding upon receipt of statements therefor; provided, however, that, to an undertaking by or on behalf of the extent required by applicable Laws that cannot be waived, the Person to whom D&O Expenses are to be advanced provides an unsecured undertaking Director or Officer to repay such advances amount if it shall ultimately be determined that he is not entitled to be indemnified by the Company as authorized by this Section 14. The indemnification and advancement of expenses provided by this Section 14 shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may be or become entitled under any law, this Agreement, the decision of the Member, or disinterested Directors or otherwise, or under any policy or policies of insurance purchased and maintained by the Company on behalf of any such person, both as to action in his official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be a Director or Officer and shall inure to the extent it is ultimately benefit of the heirs, executors and finally determined administrators of such person. (c) The rights provided by a court this Section 14 are for the benefit of competent jurisdiction that suchthe persons referred to herein and their respective heirs, executors and administrators and shall be legally enforceable against the Company by such persons (who shall be presumed to have relied on such rights in undertaking or continuing any of the positions referred to herein) or by their respective heirs, executors and administrators. No amendment to or restatement of this Section 14, or merger, consolidation or reorganization of the Company, shall impair the rights of indemnification provided by this Section 14 with respect to any action or failure to act, or alleged action or failure to act, occurring or alleged to have occurred prior to such amendment, restatement, merger or consolidation. (d) NEITHER THE DIRECTORS, THE MEMBER, NOR ANY OWNER, OFFICER, DIRECTOR OR EMPLOYEE OF THE COMPANY OR OF THE MEMBER, SHALL BE LIABLE, RESPONSIBLE OR ACCOUNTABLE IN DAMAGES OR OTHERWISE TO THE COMPANY OR THE MEMBER FOR ANY ACTION TAKEN OR FAILURE TO ACT (EVEN IF SUCH ACTION OR FAILURE TO ACT CONSTITUTED THE NEGLIGENCE OF A PERSON, INCLUDING THE PERSON FOR WHOM EXCULPATION IS SOUGHT HEREUNDER) ON BEHALF OF THE COMPANY WITHIN THE SCOPE OF THE AUTHORITY CONFERRED ON THE PERSON DESCRIBED IN THIS AGREEMENT OR BY LAWUNLESS SUCH ACT OR OMISSION WAS PERFORMED OR OMITTED FRAUDULENTLY OR CONSTITUTED GROSS NEGLIGENCE OR WILLFUL MISCONDUCT. TO THE EXTENT THAT, AT LAW OR IN EQUITY, THE BOARD OF DIRECTORS, THE MEMBER, OR ANY OWNER, OFFICER, DIRECTOR OR EMPLOYEE OF THE COMPANY OR OF THE MEMBER HAVE DUTIES (INCLUDING FIDUCIARY DUTIES) AND LIABILITIES RELATING TO THE COMPANY, THE BOARD OF DIRECTORS, THE MEMBER OF ANY OWNER, OFFICER, DIRECTOR OR EMPLOYEE OF THE COMPANY OR THE MEMBER OTHERWISE EXISTING AT LAW OR IN EQUITY, ARE AGREED BY THE MEMBER TO REPLACE SUCH OTHER DUTIES AND LIABILITEIS OF THE DIRECTORS, THE MEMBER OR ANY OWNER, OFFICER, DIRECTOR OR EMPLOYEE OF THE COMPANY OR OF THE MEMBER.

Indemnification of Directors and Officers. 8.8.1. For Section 5.16.1 The Certificate of Formation and limited liability company agreement of the Surviving Company and the comparable organizational or governing documents of its subsidiaries shall contain provisions no less favorable with respect to indemnification, advancement of expenses and exculpation of former or present directors, officers, employees and agents than are set forth in the Company Articles of Incorporation and the Company Bylaws (or the equivalent organizational or governing documents of the relevant Company Subsidiary) as in effect on the date of this Agreement, which provisions shall not be amended, repealed or otherwise modified for a period of six (6) years from the Effective Time in any manner that would adversely affect the rights thereunder of any such persons; provided, however, that, in the event any claim is asserted against any person entitled to the protections of such provisions within such six-year period, such provisions shall not be modified until the final disposition of any such claim. Section 5.16.2 From and after the ClosingEffective Time, Buyer Parent and the Surviving Company shall notjointly and severally indemnify and hold harmless, and shall not permit any Group Company to, amend, repeal or modify any provision in any Organizational Documents of any Group Company relating to the exculpationfullest extent permitted under applicable Law, indemnification and, without limiting the foregoing, as required pursuant to any indemnity agreements of the Company or advancement any Company Subsidiary, each present and former director, officer, employee and agent of expenses of any Persons who at any time prior to or at the Closing are or were officersCompany and each Company Subsidiary (collectively, directors or employees (or their equivalent) of any Group Company (each, a the “D&O Indemnified PersonIndemnitees”) against any costs or expenses (including attorneys’ fees and expenses), judgments, inquiries, fines, losses, claims, settlements, damages or liabilities incurred in connection with respect any actual or threatened claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of or pertaining to acts (a) the fact that the D&O Indemnitee is or omissions was an officer, director, employee, fiduciary or agent of the Company or any Company Subsidiary and (b) any and all matters pending, existing or occurring at or prior to the Closing Effective Time (unless including this Agreement, the Mergers and to the extent required by Lawother transactions contemplated hereby), it being whether asserted or claimed prior to, at or after the intent Effective Time. In the event of the parties that all any such officersclaim, directors and employees of action, suit, proceeding or investigation: (i) each Group Company shall D&O Indemnitee will be entitled to exculpation, indemnification and advancement of expenses (including attorneys’ fees) incurred in the defense of such claim, action, suit, proceeding or investigation from Parent or, subject to applicable Law, the Surviving Company, within 10 Business Days of receipt by Parent of a written request for such advance; provided, that any person to whom expenses are advanced provides an undertaking, consistent with the practices of the Company prior to the fullest extent permitted Effective Time, to repay such advances if it is ultimately determined that such person is not entitled to indemnification, (ii) neither Parent nor the Surviving Company shall settle, compromise or consent to the entry of any judgment in any actual or threatened claim, action, suit, proceeding, or investigation in which indemnification could be sought by applicable Law and that no changesuch Indemnified Party hereunder, modification unless such settlement, compromise or amendment consent includes an unconditional release of such documents or arrangements may be made that will adversely affect any such Person’s right thereto without the prior written consent of that Person. 8.8.2. In addition to the other rights provided for in this Section 8.8 and not in limitation thereof, D&O Indemnitee from and after the Closing, Buyer shall and shall cause each Group Company (each, a “D&O Indemnifying Party”) to, to the fullest extent permitted by applicable Law and are required by the terms of the Group Companies’ Organizational Documents in effect as of the date hereof, (i) indemnify and hold harmless (and exculpate and release from any all liability to Buyer or any Group Company) the D&O Indemnified Persons against all D&O Expenses and all losses, claims, damages, judgments, fines, penalties and amounts paid in settlement (“D&O Losses”) in respect of any threatened, pending or completed Action, whether criminal, civil, administrative or investigative, based on or arising out or relating to the fact that such Person is or was a officer, director or employee of any Group Company and arising out of such claim, action, suit, proceeding or relating investigation or such Indemnified Party otherwise consents to acts such settlement or omissions occurring compromise or existing at the entry of such judgment, and (iii) the Surviving Company shall cooperate in the defense of any such matter with any D&O Indemnitee affected thereby and their respective Representatives (including their attorneys). Section 5.16.3 At or prior to the Closing Effective Time, the Company shall purchase a six-year prepaid (or “tail”) insurance policy that is no less favorable in terms of amount, terms and conditions of coverage than those contained in the current policies of directors’ and officers’ liability insurance maintained by the Company and the Company Subsidiaries and in effect on the date of this Agreement. Section 5.16.4 Notwithstanding anything herein to the contrary, if any claim, action, suit, proceeding or investigation (whether arising before, at or after the Effective Time) is made against any D&O Indemnitees, on or prior to the sixth anniversary of the Effective Time, the provisions of this Section 5.16 shall continue in effect until the final disposition of such claim, action, suit, proceeding or investigation. Section 5.16.5 Parent shall pay all expenses, including reasonable attorneys’ fees, that may be incurred by the persons referred to in respect of acts or omissions this Section 5.16 in connection with their enforcement of their rights provided in this Agreement Section 5.16. Section 5.16.6 If Parent or the Surviving Company or any of their respective successors or assigns shall (a) consolidate with or merge into any other person and shall not be the continuing or surviving corporation or entity of such consolidation or merger or (b) transfer all or substantially all of its properties and assets to any person, then, in each such case, proper provisions shall be made so that the successors and assigns of Parent or the Surviving Company (or acquirer of such assets), as the case may be, shall expressly assume all of the obligations of Parent or the Surviving Company set forth in this Section 5.16. Section 5.16.7 The rights of each Indemnified Party under this Section 5.16 shall be in addition to any right such person might have under the Company Articles of Incorporation and the Contemplated Transactions) (a “D&O Indemnifiable Claim”) Company Bylaws, the articles of incorporation and (ii) advancethe bylaws of the Surviving Company or any comparable organizational or governing documents of their respective subsidiaries, unconditionally or under any agreement of any Indemnified Party with the Company, the Surviving Company or any of their respective subsidiaries. The provisions of this Section 5.16 shall survive the consummation of the Mergers and interest-freeare intended to be for the benefit of, to such D&O Indemnified Persons all D&O Expenses incurred in connection with any D&O Indemnifiable Claim (including in circumstances where and shall be enforceable by, each of the D&O Indemnifying Party is otherwise entitled to assume the defense of such claim Indemnitees and has assumed such defense) promptly after receipt of statements therefor; provided, however, that, to the extent required by applicable Laws that cannot be waived, the Person to whom D&O Expenses are to be advanced provides an unsecured undertaking to repay such advances to the extent it is ultimately their respective heirs and finally determined by a court of competent jurisdiction that suchrepresentatives.

Indemnification of Directors and Officers. 8.8.1. For a period (a) Until the sixth anniversary of six (6) years after the ClosingEffective Time, Buyer unless otherwise required by Law, the certificate of incorporation and by-laws of the Surviving Corporation and the comparable organizational documents of the Company Subsidiary shall not, and shall not permit any Group Company to, amend, repeal or modify any provision in any Organizational Documents of any Group Company relating to the exculpation, indemnification or advancement of expenses of any Persons who at any time prior to or at the Closing are or were officers, directors or employees (or their equivalent) of any Group Company (each, a “D&O Indemnified Person”) contain provisions no less favorable with respect to acts the elimination of liability of directors and indemnification of directors, officers, employees and agents in office on or omissions prior to the date hereof than are set forth in the Company Certificate and the Company By-laws (or the equivalent documents of the Company Subsidiary) as in effect on the date hereof; provided, however, that in the event any claim or claims are asserted against any individual entitled to the protections of such provisions within such six year period, such provisions shall not be modified until the final disposition of any such claims. (b) From and after the Effective Time, Parent shall cause the Surviving Corporation to indemnify and hold harmless, to the fullest extent permitted under applicable Law and, without limiting the foregoing, as required pursuant to any indemnity agreements of the Company or the Company Subsidiary, each present and former director and officer of the Company and the Company Subsidiary (collectively, the “Indemnified Parties”) against any costs or expenses (including attorneys’ fees and expenses), judgments, fines, losses, claims, settlements, damages or liabilities incurred in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of or pertaining to (i) any and all matters pending, existing or occurring at or prior to the Closing Effective Time, whether asserted or claimed prior to, at or after the Effective Time and (unless ii) any and all representations and warranties made by Parent and/or Merger Sub under Article 6 hereof, including any claim from any Person arising from the transactions contemplated herein, and any actions taken by Parent and/or Merger Sub with respect thereto (including any disposition of assets of the Surviving Corporation or any of its Subsidiaries which is alleged to have rendered the extent required by LawSurviving Corporation and/or any of its Subsidiaries insolvent), it being the intent of the parties that all such officers, directors and employees of in each Group Company shall be entitled to exculpation, indemnification and advancement of expenses to the fullest extent permitted by applicable Law and that no change, modification or amendment of such documents or arrangements may be made that will adversely affect any such Person’s right thereto without the prior written consent of that Person. 8.8.2. In addition to the other rights provided for in this Section 8.8 and not in limitation thereof, from and after the Closing, Buyer shall and shall cause each Group Company (each, a “D&O Indemnifying Party”) tocase, to the fullest extent that the Company and the Company Subsidiary are permitted by applicable Law to indemnify the Indemnified Parties under the DGCL, the Company Certificate and are required by the terms Company By-laws (or the equivalent documents of the Group Companies’ Organizational Documents Company Subsidiary) as in effect on the date hereof and any indemnity contract filed with the SEC prior to the Measurement Date. Without limiting the foregoing, Parent shall cause the Surviving Corporation to advance costs and expenses (including attorneys’ fees) as incurred by any Indemnified Party within 15 days after receipt by Parent of a written request for such advance; provided that the Person to whom expenses are advanced provides an undertaking in customary form, consistent with the practices of the Company prior to the Effective Time, to repay such advances if it is ultimately determined that such Person is not entitled to indemnification (it being understood and agreed that Parent and the Surviving Corporation shall not require the posting of any bond or any other security for such undertaking). (c) Prior to the Effective Time, the Company shall and, if the Company is unable to, Parent shall cause the Surviving Corporation as of the Effective Time, to obtain and fully pay the premium for the extension of (i) the directors’ and officers’ liability coverage of the Company’s existing directors’ and officers’ insurance policies and (ii) the Company’s existing fiduciary liability insurance policies, in each case for a claims reporting or discovery period of at least six years from and after the Effective Time with respect to any claim related to any period of time at or prior to the Effective Time from an insurance carrier with the same or better credit rating as the Company’s current insurance carrier with respect to directors’ and officers’ liability insurance and fiduciary liability insurance (collectively, “D&O Insurance”) with terms, conditions, retentions and limits of liability that are no less advantageous in the aggregate than the coverage provided under the Company’s existing policies with respect to any actual or alleged error, misstatement, misleading statement, act, omission, neglect, breach of duty or any matter claimed against a director or officer of the Company or the Company Subsidiary by reason of him or her serving in such capacity that existed or occurred at or prior to the Effective Time (including in connection with this Agreement or the transactions or actions contemplated hereby). If the Company and the Surviving Corporation for any reason fail to obtain such “tail” insurance policies as of the Effective Time, the Surviving Corporation shall, and Parent shall cause the Surviving Corporation to, continue to maintain in effect for a period of at least six years from and after the Effective Time the D&O Insurance in place as of the date hereof with terms, conditions, retentions and limits of liability that are no less advantageous in the aggregate than the coverage provided under the Company’s existing policies as of the date hereof, (i) indemnify or the Surviving Corporation shall, and hold harmless (Parent shall cause the Surviving Corporation to, use reasonable best efforts to purchase comparable D&O Insurance for such six-year period with terms, conditions, retentions and exculpate and release from any limits of liability to Buyer or any Group that are at least as favorable in the aggregate as provided in the Company) ’s existing policies as of the D&O Indemnified Persons against all D&O Expenses and all losses, claims, damages, judgments, fines, penalties and amounts paid in settlement (“D&O Losses”) in respect of any threatened, pending or completed Action, whether criminal, civil, administrative or investigative, based on or arising out or relating to the fact that such Person is or was a officer, director or employee of any Group Company and arising out of or relating to acts or omissions occurring or existing at or prior to the Closing (including in respect of acts or omissions in connection with this Agreement and the Contemplated Transactions) (a “D&O Indemnifiable Claim”) and (ii) advance, unconditionally and interest-free, to such D&O Indemnified Persons all D&O Expenses incurred in connection with any D&O Indemnifiable Claim (including in circumstances where the D&O Indemnifying Party is otherwise entitled to assume the defense of such claim and has assumed such defense) promptly after receipt of statements therefordate hereof; provided, however, thatthat in no event shall Parent or the Surviving Corporation be required to expend for such policies pursuant to this sentence an annual premium amount in excess of 300% of the annual premiums currently paid by the Company for such insurance; and provided, to further, that if the extent required by applicable Laws that canannual premiums of such insurance coverage exceed such amount, the Surviving Corporation shall obtain a policy with the greatest coverage available for a cost not exceeding such amount. (d) If the Surviving Corporation or any of its successors or assigns shall (i) consolidate with or merge into any other Person and shall not be waivedthe continuing or surviving corporation or entity of such consolidation or merger or (ii) transfer all or substantially all of its properties and assets to any Person, then, and in each such case, proper provisions shall be made so that the successors and assigns of the Surviving Corporation (or acquirer of such assets), as the case may be, shall assume all of the obligations of the Surviving Corporation set forth in this Section 7.7. (e) The rights of each Indemnified Party under this Section 7.7 shall be in addition to any right such Person might have under the Company Certificate and the Company By-laws, the Person to whom D&O Expenses certificate of incorporation and the by-laws of the Surviving Corporation or any comparable organizational documents of their Subsidiaries, or under any agreement of any Indemnified Party with the Company, the Surviving Corporation or any of their respective Subsidiaries. (f) The provisions of this Section 7.7 shall survive the consummation of the Offer and the Merger and are intended to be advanced provides an unsecured undertaking to repay such advances to for the extent it is ultimately benefit of, and finally determined by a court shall be enforceable by, each of competent jurisdiction that suchthe Indemnified Parties, their respective heirs and representatives.

Indemnification of Directors and Officers. 8.8.1. For a period of (a) Until six (6) years from the Effective Time, unless otherwise required by Law, the Certificate of Incorporation and Bylaws of the Surviving Corporation shall contain provisions no less favorable with respect to the elimination of liability of directors and the indemnification of directors, officers, employees and agents that are set forth in the Certificate of Incorporation and Bylaws of the Company, as in effect on the date hereof. (b) From and after the ClosingEffective Time, Buyer shall notand the Surviving Corporation shall, jointly and shall not permit any Group Company toseverally, amendindemnify, repeal defend and hold harmless each person who is now, or modify any provision in any Organizational Documents of any Group Company relating to the exculpation, indemnification or advancement of expenses of any Persons who has been at any time prior to the date of this Agreement or at who becomes prior to the Closing Effective Time, an officer, director, employee or agent of the Company or any of its Subsidiaries (collectively, the “Indemnified Parties”) against all losses, reasonable expenses (including reasonable attorneys’ fees), claims, damages, liabilities or amounts that are paid in settlement of, or were officersotherwise in connection with, directors any threatened or employees actual claim, action, suit, proceeding or Table of Contents investigation (a “Claim”), based in whole or in part on or arising in whole or in part out of the fact that the Indemnified Party (or their equivalentthe person controlled by the Indemnified Party) is or was a director, officer, employee or agent of the Company or any Group Company (each, a “D&O Indemnified Person”) with respect of its Subsidiaries and pertaining to acts any matter existing or arising out of actions or omissions existing or occurring at or prior to the Closing (unless and to Effective Time including, without limitation, any Claim arising out of this Agreement or any of the extent required by Lawtransactions contemplated hereby), it being whether asserted or claimed prior to, at or after the intent of the parties that all such officersEffective Time, directors and employees of in each Group Company shall be entitled to exculpation, indemnification and advancement of expenses case to the fullest extent permitted by applicable Law under Delaware law, and that no changeshall pay any expenses, modification or amendment as incurred, in advance of such documents or arrangements may be made that will adversely affect the final disposition of any such Person’s right thereto without the prior written consent of that Person. 8.8.2. In addition action or proceeding to the other rights provided for in this Section 8.8 and not in limitation thereof, from and after the Closing, Buyer shall and shall cause each Group Company (each, a “D&O Indemnifying Party”) to, Indemnified Party to the fullest extent permitted by applicable Law and are required by under Delaware law. Without limiting the terms foregoing, in the event any such Claim is brought against any of the Group Companies’ Organizational Documents in effect as of the date hereofIndemnified Parties, (i) indemnify such Indemnified Parties may retain counsel (including local counsel) satisfactory to them and hold harmless (and exculpate and release from any liability which shall be reasonably satisfactory to Buyer or any Group Company) the D&O Indemnified Persons against all D&O Expenses and all losses, claims, damages, judgments, fines, penalties and amounts paid in settlement (“D&O Losses”) in respect of any threatened, pending or completed Action, whether criminal, civil, administrative or investigative, based on or arising out or relating to the fact that such Person is or was a officer, director or employee of any Group Company and arising out of or relating to acts or omissions occurring or existing at or prior to the Closing (including in respect of acts or omissions in connection with this Agreement and the Contemplated Transactions) (a “D&O Indemnifiable Claim”) Surviving Corporation and Buyer and the Surviving Corporation shall pay, jointly and severally, all reasonable fees and expenses of such counsel for such Indemnified Parties; and (ii) advance, unconditionally Buyer and interest-free, the Surviving Corporation shall use all reasonable efforts to such D&O Indemnified Persons all D&O Expenses incurred assist in connection with any D&O Indemnifiable Claim (including in circumstances where the D&O Indemnifying Party is otherwise entitled to assume the defense of any such claim Claim; provided that Buyer and has assumed the Surviving Corporation shall not be liable for any settlement effected without their prior written consent, which consent, however, shall not be unreasonably withheld. Notwithstanding the foregoing, nothing contained in this Section 6.10 shall be deemed to grant any right to any Indemnified Party which is not permitted to be granted to an officer, director, employee or agent of the Company under Delaware law, assuming for such defensepurposes that the Company’s Certificate of Incorporation and Bylaws provide for the maximum indemnification permitted by law. (c) promptly after receipt Without limiting any of statements thereforthe obligations of Buyer set forth elsewhere in this Section 6.10, Buyer shall maintain in effect, during the six (6)-year period commencing as of the Effective Time, a policy of directors’ and officers’ liability insurance for the benefit of each of the Indemnified Parties providing coverage and containing terms no less advantageous to the Indemnified Parties than the coverage and terms of the Company’s existing policy of directors’ and officers’ liability insurance; provided, however, that Buyer shall not be required to pay a per annum premium in excess of 200% of the per annum premium that the Company currently pays for its existing policy of directors’ and officers’ liability insurance (it being understood that, if the premium required to be paid by Buyer for such policy would exceed such 200% amount, then the coverage of such policy shall be reduced to the extent required by applicable Laws maximum amount that cannot may be waivedobtained for a per annum premium in such 200% amount); provided further, however, that, prior to the Effective Time, the Person Company may purchase such insurance on a prepaid noncancellable basis, so long as the premium is not in excess of 300% of the per annum premium that the Company currently pays for its existing policy of directors’ and officers’ liability insurance in which case, Buyer shall have no obligations to whom D&O Expenses are to be advanced provides an unsecured undertaking to repay maintain such advances to the extent it is ultimately and finally determined by a court of competent jurisdiction that suchinsurance.

Indemnification of Directors and Officers. 8.8.1(a) For a period beginning at the Effective Time and ending on the sixth (6th) anniversary of the Effective Time, the Surviving Corporation shall indemnify and hold harmless all past and present directors, officers and employees of the Company or any Company Subsidiary to the same extent such Persons are indemnified as of the date of this Agreement by the Company or any Company Subsidiary pursuant to applicable Law, the Company Charter, the Company By-laws, the articles of incorporation and bylaws, or equivalent organizational or governing documents, of any Company Subsidiary, and indemnification agreements, if any, in existence on the date of this Agreement with any directors, officers, and employees of the Company or any Company Subsidiary, arising out of acts or omissions in their capacity as directors, officers or employees of the Company or any Company Subsidiary occurring at or prior to the Effective Time; provided, however, that the Surviving Corporation shall indemnify and hold harmless such persons to the fullest extent permitted by applicable Law for acts or omissions occurring in connection with the approval, adoption, execution and performance of this Agreement and the consummation of the transactions contemplated hereby. The Surviving Corporation shall advance expenses (including reasonable legal fees and expenses) incurred in the defense of any claim, action, suit, proceeding or investigation with respect to the matters subject to indemnification pursuant to this Section 5.10(a) in accordance with the procedures set forth in the Company Charter, the Company By-laws, the articles of incorporation and bylaws, or equivalent organizational documents, of any Company Subsidiary, and indemnification agreements, if any, in existence on the date of this Agreement and filed as an exhibit to a Company SEC Document, including any expenses incurred in enforcing such Person’s rights under this Section 5.10, regardless of whether indemnification with respect to or advancement of such expenses is authorized under the Company Charter, the Company By-laws, the articles of incorporation and bylaws, or equivalent organizational documents, of any Company Subsidiary, or such indemnification agreements; provided, however, that the director, officer or employee to whom expenses are advanced undertakes to repay such advanced expenses to Parent and the Surviving Corporation if it is ultimately determined that such director, officer or employee is not entitled to indemnification pursuant to this Section 5.10(a). Notwithstanding anything herein to the contrary, if any claim, action, suit, proceeding or investigation (whether arising before, at or after the Effective Time) is made against such persons with respect to matters subject to indemnification hereunder on or prior to the sixth (6th) anniversary of the Effective Time, the provisions of this Section 5.10(a) shall continue in effect until the final disposition of such claim, action, suit, proceeding or investigation. (b) For not less than six (6) years from and after the Effective Time, the articles of incorporation and bylaws of the Surviving Corporation shall contain provisions no less favorable with respect to exculpation, indemnification and advancement of expenses of directors, officers and employees of the Company and the Company Subsidiaries for periods at or prior to the Effective Time than are currently set forth in the Company Charter and the Company By-laws. The indemnification agreements, if any, in existence on the date of this Agreement as disclosed on Section 5.10(b) of the Company Disclosure Letter with any of the directors, officers or employees of the Company or any Company Subsidiary shall be assumed by the Surviving Corporation, without any further action, and shall continue in full force and effect in accordance with their terms following the Effective Time. (c) For the benefit of the Company’s directors and officers, as of the date of this Agreement and as of the Effective Time, the Company shall be permitted, prior to the Effective Time, to obtain and fully pay the premium for an insurance and indemnification policy that provides coverage for a period of six (6) years after the Closing, Buyer shall not, and shall not permit any Group Company to, amend, repeal or modify any provision in any Organizational Documents of any Group Company relating to the exculpation, indemnification or advancement of expenses of any Persons who at any time prior to or at the Closing are or were officers, directors or employees (or their equivalent) of any Group Company (each, a “D&O Indemnified Person”) with respect to acts or omissions existing or occurring at or prior to the Closing (unless and to the extent required by Law), it being the intent of the parties that all such officers, directors and employees of each Group Company shall be entitled to exculpation, indemnification and advancement of expenses to the fullest extent permitted by applicable Law and that no change, modification or amendment of such documents or arrangements may be made that will adversely affect any such Person’s right thereto without the prior written consent of that Person. 8.8.2. In addition to the other rights provided for in this Section 8.8 and not in limitation thereof, from and after the Closing, Buyer shall and shall cause each Group Company (each, a “D&O Indemnifying Party”) to, to the fullest extent permitted by applicable Law and are required by the terms of the Group Companies’ Organizational Documents in effect as of the date hereof, (i) indemnify and hold harmless (and exculpate and release from any liability to Buyer or any Group Company) the D&O Indemnified Persons against all D&O Expenses and all losses, claims, damages, judgments, fines, penalties and amounts paid in settlement (“D&O Losses”) in respect of any threatened, pending or completed Action, whether criminal, civil, administrative or investigative, based on or arising out or relating to the fact that such Person is or was a officer, director or employee of any Group Company and arising out of or relating to acts or omissions Effective Time for events occurring or existing at or prior to the Closing Effective Time (including in respect of acts or omissions in connection with this Agreement and the Contemplated Transactions) (a “D&O Indemnifiable ClaimInsurance”) that is substantially equivalent to and in any event not less favorable in the aggregate than the Company’s existing policy (iitrue and complete copies of which have been previously provided to Parent) advanceor, unconditionally and interest-freeif substantially equivalent insurance coverage is unavailable, to such D&O Indemnified Persons all D&O Expenses incurred in connection with any D&O Indemnifiable Claim (including in circumstances where the D&O Indemnifying Party is otherwise entitled to assume the defense of such claim and has assumed such defense) promptly after receipt of statements thereforbest available coverage; provided, however, that, that the portion of the premium payable in respect of each year of such coverage shall not exceed 300% of the last annual premium paid prior to the extent required by applicable Laws date of this Agreement (which annual premium is disclosed on Section 5.10(c) of the Company Disclosure Letter). If the Company is unable to purchase such D&O Insurance prior to the Effective Time, the Surviving Corporation shall, and Parent shall cause the Surviving Corporation to, as of the Effective Time, obtain and fully pay the premium for D&O Insurance that canis substantially equivalent to and in any event not less favorable in the aggregate than the Company’s existing policy (true and complete copies of which have been previously provided to Parent); provided, however, that the Surviving Corporation shall not be waivedrequired to pay an annual premium for the D&O Insurance in excess of 300% of the last annual premium paid prior to the date of this Agreement; and provided, further, that if the annual premium would at any time exceed 300%, the Surviving Corporation shall be obligated to provide the maximum available coverage as may be obtained for 300% from an insurance carrier having a minimum A.M. Best credit rating of A- or higher. The Surviving Corporation shall maintain such policies in full force and effect, and continue to honor the obligations thereunder, for a period of not less than six (6) years from and after the Effective Time. (d) In the event Parent or the Surviving Corporation (i) consolidates with or merges into any other Person and shall not be the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers all or substantially all of its properties and assets to any Person, then proper provision shall be made so that such continuing or surviving corporation or entity or transferee of such assets, as the case may be, shall assume the obligations set forth in this Section 5.10. (e) The obligations under this Section 5.10 shall not be terminated or modified in such a manner as to adversely affect any past or present directors, officers and employees of the Company to whom D&O Expenses this Section 5.10 applies without the consent of such affected Person (it being expressly agreed that the persons for whose benefit this Section 5.10 applies are to be advanced provides an unsecured undertaking to repay such advances to the extent it is ultimately and finally determined by a court express third party beneficiaries of competent jurisdiction that suchthis Section 5.10).

Indemnification of Directors and Officers. 8.8.1. (a) For a period of six (6) years after the Closing, Buyer shall not, and shall not permit any Group Company to, amend, repeal or modify any provision in any Organizational Documents of any Group Company relating to the exculpation, indemnification or advancement of expenses of any Persons who at any time prior to or at the Closing are or were officers, directors or employees (or their equivalent) of any Group Company (each, a “D&O Indemnified Person”) with respect to acts or omissions existing or occurring at or prior to the Closing (unless and to the extent required by Law), it being the intent of the parties that all such officers, directors and employees of each Group Company shall be entitled to exculpation, indemnification and advancement of expenses to the fullest extent permitted by applicable Law and that no change, modification or amendment of such documents or arrangements may be made that will adversely affect any such Person’s right thereto without the prior written consent of that Person. 8.8.2. In addition to the other rights provided for in this Section 8.8 and not in limitation thereof, from and after the Closing, Buyer shall and shall cause each Group Company (each, a “D&O Indemnifying Party”) toEffective Time, to the fullest extent permitted by applicable Law Law, Huntington shall, and are required by the terms of the Group Companies’ Organizational Documents in effect as of the date hereofshall cause its Subsidiaries to, (i) indemnify indemnify, defend, and hold harmless the present and former directors, officers, employees, and agents of the Empire Companies (and exculpate and release from any liability to Buyer or any Group Companyeach, an "Indemnified Party") the D&O Indemnified Persons against all D&O Expenses and all losses, claims, damages, judgments, fines, penalties and amounts paid in settlement (“D&O Losses”) in respect of any threatened, pending or completed Action, whether criminal, civil, administrative or investigative, based on or arising out or relating to the fact that such Person is or was a officer, director or employee of any Group Company and Liabilities arising out of or relating to acts actions or omissions arising out of the Indemnified Party's service or services as directors, officers, employees, or agents of Empire or, at Empire's request, of another corporation, partnership, joint venture, trust, or other enterprise occurring or existing at or prior to the Closing Effective Time (including in respect the transactions contemplated by the Merger Documents), including provisions relating to advances of acts or omissions in connection with this Agreement and the Contemplated Transactions) (a “D&O Indemnifiable Claim”) and (ii) advance, unconditionally and interest-free, to such D&O Indemnified Persons all D&O Expenses expenses incurred in connection with any D&O Indemnifiable Claim (including in circumstances where the D&O Indemnifying Party is otherwise entitled to assume the defense of any Litigation, with respect to any Liability, claim, demand, action, or Litigation asserted or made prior to or at any time after the Effective Time. All such claim and has assumed rights to indemnification with respect to any such defense) promptly after receipt Liability, claim, demand, or action shall continue until the final disposition of statements thereforsuch Litigation and/or Liability; provided, however, thatthat nothing contained herein shall increase or lengthen the duration of obligations with respect to such indemnification by the Huntington or any other Huntington Company over that to which Empire would have been subject had the Merger not been consummated. All rights to exculpation from liability and limitation of liability provided by this Section 6.4 shall survive the Effective Time and the consummation of the Merger. Without limiting the foregoing, in any case in which approval by Huntington is required to effectuate any indemnification, Huntington shall direct, at the extent required election of the Indemnified Party, that the determination of any such approval shall be made by applicable Laws that cannot be waived, independent counsel mutually agreed upon between Huntington and the Person to whom D&O Expenses Indemnified Party. (b) The provisions of this Section 6.4 are intended to be advanced provides an unsecured undertaking to repay such advances to for the extent it is ultimately benefit of, and finally determined by a court of competent jurisdiction that suchshall be enforceable by, each Indemnified Party and each Indemnified Party's heirs and representatives.

Indemnification of Directors and Officers. 8.8.1. For a period of six (6) years after the Closing, Buyer shall not, and shall not permit any Group Company to, amend, repeal or modify any provision in any Organizational Documents of any Group Company relating to the exculpation, indemnification or advancement of expenses of any Persons who at any time prior to or at the Closing are or were officers, directors or employees (or their equivalent) of any Group Company (each, a “D&O Indemnified Person”) with respect to acts or omissions existing or occurring at or prior to the Closing (unless and to the extent required by Law), it being the intent of the parties that all such officers, directors and employees of each Group Company shall be entitled to exculpation, indemnification and advancement of expenses to To the fullest extent permitted by applicable Law law, the Corporation shall indemnify its Directors, officers, employees, and that no changeother persons described in Corporations Code section 7237(a), modification or amendment of such documents or arrangements may be made that will adversely affect including persons formerly occupying any such Person’s positions, against all expenses, judgments, fines, settlements, and other amounts actually and reasonably incurred by them in connection with any “proceeding,” as that term is used in that section, and including an action by or in the right thereto without of the prior Corporation, by reason of the fact that the person is or was a person described in that section. “Expenses,” as used in these By-laws, shall have the same meaning as in that section of the Corporations Code. On written consent of that Person. 8.8.2. In addition request to the other rights provided for Board by any person seeking indemnification under Corporations Code section 7237(b) or 7237(c), the Board shall promptly decide under Corporations Code section 7237(e) whether the applicable standard of conduct set forth in this Section 8.8 and Corporations Code section 7237(b) or section 7237(c) has been met and, if so, the Board shall authorize indemnification. If the Board cannot authorize indemnification, because the number of Directors who are parties to the proceeding with respect to which indemnification is sought prevents the formation of a quorum of Directors who are not parties to that proceeding, the Board shall promptly call a meeting of Directing Members. At that meeting, the Directing Members shall determine under Corporations Code section 7237(e) whether the applicable standard of conduct has been met and, if so, the Directing Members present at the meeting in limitation thereof, from and after the Closing, Buyer person or by proxy shall and shall cause each Group Company (each, a “D&O Indemnifying Party”) to, to authorize indemnification. To the fullest extent permitted by applicable Law law and are required except as otherwise determined by the terms Board in a specific instance, expenses incurred by a person seeking indemnification under this Section of these By-laws in defending any proceeding covered by this Section shall be advanced by the Corporation before final disposition of the Group Companies’ Organizational Documents in effect as proceeding, on receipt by the Corporation of an undertaking by or on behalf of that person that the date hereof, (i) indemnify and hold harmless (and exculpate and release from any liability to Buyer or any Group Company) the D&O Indemnified Persons against all D&O Expenses and all losses, claims, damages, judgments, fines, penalties and amounts paid in settlement (“D&O Losses”) in respect of any threatened, pending or completed Action, whether criminal, civil, administrative or investigative, based on or arising out or relating to the fact that such Person is or was a officer, director or employee of any Group Company and arising out of or relating to acts or omissions occurring or existing at or prior to the Closing (including in respect of acts or omissions in connection with this Agreement and the Contemplated Transactions) (a “D&O Indemnifiable Claim”) and (ii) advance, unconditionally and interest-free, to such D&O Indemnified Persons all D&O Expenses incurred in connection with any D&O Indemnifiable Claim (including in circumstances where the D&O Indemnifying Party is otherwise entitled to assume the defense of such claim and has assumed such defense) promptly after receipt of statements therefor; provided, however, that, to the extent required by applicable Laws that cannot advance will be waived, the Person to whom D&O Expenses are to be advanced provides an unsecured undertaking to repay such advances to the extent repaid unless it is ultimately and finally determined found that the person is entitled to be indemnified by a court of competent jurisdiction that suchthe Corporation for those expenses.

Indemnification of Directors and Officers. 8.8.1. (a) For a period of six (6) years from and after the ClosingEffective Time, Buyer shall notthe Surviving Corporation shall, and the Parent shall not permit any Group Company cause the Surviving Corporation to, amendindemnify and hold harmless all the past and present directors or officers and employees of the Company and of the Company Subsidiaries (collectively, repeal or modify any provision in any Organizational Documents of any Group Company relating the “Covered Persons”) to the exculpationsame extent such Covered Persons are entitled to indemnification by the Company as of the date of this Agreement as provided by the terms of the Company Certificate, the Company Bylaws and indemnification or advancement agreements, if any, in existence on the date of expenses this Agreement, in each case, arising out of any Persons who at any time prior to or at the Closing are or were officers, directors or employees (or their equivalent) of any Group Company (each, a “D&O Indemnified Person”) with respect to acts or omissions existing in their capacity as directors or officers of the Company or any Company Subsidiary occurring at or prior to the Closing (unless and Effective Time, whether or not asserted prior to the extent required by LawEffective Time (including acts or omissions occurring in connection with the adoption and approval of this Agreement and the consummation of the transactions contemplated hereby), it being to the intent full extent not prohibited under the applicable provisions of the parties DGCL. The Surviving Corporation shall, and the Parent shall cause the Surviving Corporation to, advance expenses (including reasonable legal fees and expenses) incurred in the defense of any claims, action, suit, proceeding or investigation with respect to the matters subject to indemnification pursuant to this Section 5.7(a) in accordance with the procedures set forth in the Company Certificate, the Company Bylaws and indemnification agreements, if any, in existence on the date of this Agreement; provided, however, that all the Covered Person to whom expenses are advanced shall, prior to such officersadvancement, directors undertake to repay such advanced expenses to the Surviving Corporation, if it is ultimately determined by a final nonappealable judgment of a court of competent jurisdiction that such Covered Person is not entitled to indemnification. (b) For a period of six (6) years from and employees after the Effective Time, the certificate of each Group Company incorporation and bylaws of the Surviving Corporation shall be entitled contain provisions no less favorable with respect to exculpation, indemnification and advancement of expenses to the fullest extent permitted by applicable Law and that no change, modification or amendment of such documents or arrangements may be made that will adversely affect any such Person’s right thereto without the prior written consent of that Person. 8.8.2. In addition to the other rights provided Covered Persons for in this Section 8.8 and not in limitation thereof, from and after the Closing, Buyer shall and shall cause each Group Company (each, a “D&O Indemnifying Party”) to, to the fullest extent permitted by applicable Law and are required by the terms of the Group Companies’ Organizational Documents in effect as of the date hereof, (i) indemnify and hold harmless (and exculpate and release from any liability to Buyer or any Group Company) the D&O Indemnified Persons against all D&O Expenses and all losses, claims, damages, judgments, fines, penalties and amounts paid in settlement (“D&O Losses”) in respect of any threatened, pending or completed Action, whether criminal, civil, administrative or investigative, based on or arising out or relating to the fact that such Person is or was a officer, director or employee of any Group Company and arising out of or relating to acts or omissions occurring or existing periods at or prior to the Closing (including Effective Time than are currently set forth in the Company Certificate and the Company Bylaws. Following the Effective Time, the indemnification agreements, if any, in existence on the date of this Agreement with any of the directors or officers of the Company shall continue in full force and effect with respect to matters arising out of acts or omissions at or prior to the Effective Time in connection accordance with their terms. (c) For a period of six (6) years from and after the Effective Time, the Surviving Corporation shall, and the Parent shall cause the Surviving Corporation to, maintain for the benefit of the Company’s directors and officers, as of the date of this Agreement and as of the Contemplated Transactions) Effective Time, an insurance and indemnification policy that provides coverage for events occurring prior to the Effective Time (a the “D&O Indemnifiable ClaimInsurance”) that is substantially equivalent to and in any event not less favorable in the aggregate than the Company’s existing policy (iitrue and complete copies which have been previously provided to the Purchaser) advanceor, unconditionally and interest-freeif substantially equivalent insurance coverage is unavailable, to such D&O Indemnified Persons all D&O Expenses incurred in connection with any D&O Indemnifiable Claim (including in circumstances where the D&O Indemnifying Party is otherwise entitled to assume the defense of such claim and has assumed such defense) promptly after receipt of statements thereforbest available coverage; provided, however, that, that the Surviving Corporation shall not be required to pay an annual premium for the D&O Insurance in excess of 300% of the last annual premium paid prior to the extent required by applicable Laws date of this Agreement (the “Maximum Annual Premium”); provided that canif the annual premium of such insurance coverage exceeds such amount, Parent and the Surviving Corporation shall be obligated to obtain a policy with the greatest coverable available for the Maximum Annual Premium. Prior to the Effective Time, notwithstanding anything to the contrary set forth in this Agreement, the Company may purchase a six (6) year “tail” prepaid policy on the D&O Insurance at an annual cost not to exceed the Maximum Annual Premium. In the event that the Company elects to purchase such a “tail” policy prior to the Effective Time, the Surviving Corporation shall (and the Parent shall cause the Surviving Corporation to) maintain such “tail” policy in full force and effect and continue to honor their respective obligations thereunder, in lieu of all other obligations of the Parent and the Surviving Corporation under the first sentence of this Section 5.7(c) for so long as such “tail” policy shall be maintained in full force and effect. (d) In the event the Parent or the Surviving Corporation (i) consolidates with or merges into any other Person and shall not be waivedthe continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers all or substantially all of its properties and assets to any Person, then proper provision shall be made so that such continuing or surviving corporation or entity or transferee of such assets, as the Person to whom D&O Expenses are to case may be, shall assume the obligations set forth in this Section 5.7. (e) The obligations under this Section 5.7 shall not be advanced provides an unsecured undertaking to repay terminated or modified in such advances a manner that is adverse to the extent Covered Persons (and their respective successors and assigns) without the consent of such affected indemnitee (or their respective successors and assigns) (it is ultimately being expressly agreed that the Covered Persons (including successors and finally determined by a court assigns) shall be Third Party beneficiaries of competent jurisdiction that suchthis Section 5.7).

Indemnification of Directors and Officers. 8.8.1(a) Each Party agrees that all rights to exculpation, indemnification and advancement of expenses for acts or omissions occurring at or prior to the Effective Time, whether asserted or claimed prior to, at or after the Effective Time, now existing in favor of the current or former directors, officers or employees, as the case may be, of a Party as provided in its respective Certificate of Incorporation or Bylaws or in any agreement shall survive the Merger and shall continue in full force and effect. For To give effect to the foregoing, Parent and the Surviving Corporation shall maintain in effect any and all exculpation, indemnification and advancement of expenses provisions of each Party’s Certificate of Incorporation and Bylaws or similar organization documents in effect immediately prior to the Effective Time or in any indemnification agreements of a Party with any of their respective current or former directors, officers or employees in effect as of the date hereof, and shall not amend, repeal or otherwise modify any such provisions in any manner that would adversely affect the rights thereunder of any individuals who at the Effective Time were current or former directors, officers or employees of a Party, and all rights to indemnification in respect of any Action pending or asserted or any claim made within such period shall continue until the disposition of such Action or resolution of such claim. (b) From and after the Effective Time, Parent and the Surviving Corporation shall continue to indemnify and hold harmless each present and former director, officer or employee of each Party (each, together with such Person’s heirs, executors or administrators, an “Indemnified Person”), pursuant to the terms of an Indemnification Agreement to be prepared by Inventergy, against any damages incurred in connection with any Action arising out of or pertaining to any action or omission occurring or alleged to have occurred whether before or after the Effective Time (including acts or omissions in connection with such Persons serving as an officer, director or other fiduciary in any entity if such service was at the request or for the benefit of a Party) or any Action instituted by any Indemnified Person to enforce this Section 5.08, including, in each case, the advancing of expenses to the fullest extent permitted under applicable Law; provided, however, that the Indemnified Person to whom such expenses are advanced shall be required to provide an undertaking to Parent to repay such advances if it is ultimately determined that such Indemnified Person is not entitled to indemnification. (c) Prior to the Effective Time, Inventergy shall purchase, and for a period of six (6) years after following the Closing, Buyer Effective Time Parent shall not, and shall not permit any Group Company to, amend, repeal or modify any provision continue in any Organizational Documents of any Group Company relating to the exculpation, indemnification or advancement of expenses of any Persons who at any time prior to or at the Closing are or were officers, directors or employees (or their equivalent) of any Group Company (eacheffect, a directors’ and officers’ liability “D&O tail” insurance policy or policies covering the Indemnified Person”) with respect to acts or omissions existing or Persons for events occurring at or prior to the Closing Effective Time, which insurance shall be of at least the same coverage and amounts and contain terms and conditions which are (unless i) no less advantageous than the coverage, amounts, terms and to the extent required by Law), it being the intent conditions of the parties that all such directors’ and officers’ liability insurance policy maintained by Inventergy as of the date of this Agreement and (ii) no less advantageous than the coverage, directors amounts, terms and employees conditions of the directors’ and officers’ liability insurance policy maintained by Parent as of the date of this Agreement. (d) The rights of each Group Company Indemnified Person hereunder shall be entitled in addition to, and not in limitation of, any other rights such Indemnified Person may have under the amended and restated Certificate of Incorporation and Bylaws of a Party, any other indemnification agreement or arrangement, the DGCL or otherwise. This Section 5.08 shall survive the consummation of the Merger, and is intended to exculpationbe for the benefit of, indemnification and advancement of expenses to shall be enforceable by, the fullest extent permitted by applicable Law Indemnified Persons, their heirs and that no changepersonal representatives, modification shall be binding on Parent, the Surviving Corporation and their successors and assigns and may not be amended, altered or amendment of such documents or arrangements may be made that will adversely affect any such Person’s right thereto repealed after the Effective Time without the prior written consent of that Person. 8.8.2the affected Indemnified Persons. In addition the event that Parent, the Surviving Corporation or any of their successors or assigns: (i) consolidates with or merges into any other Person and shall not be the continuing or surviving corporation or entity in such consolidation or merger; or (ii) transfers all or substantially all of its properties and assets to any Person, then, and in each case, proper provision shall be made so that the other successors and assigns of Parent or the Surviving Corporation (as the case may be) are obligated to honor the indemnification obligations set forth in this Section 5.08. 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 a Party or its officers, directors and employees, it being understood and agreed that the indemnification provided for in this Section 8.8 and 5.08 is not in limitation thereof, from and after the Closing, Buyer shall and shall cause each Group Company (each, a “D&O Indemnifying Party”) prior to, to the fullest extent permitted by applicable Law and are required by the terms of the Group Companies’ Organizational Documents or in effect as of the date hereofsubstitution for, (i) indemnify and hold harmless (and exculpate and release from any liability to Buyer or such claims under any Group Company) the D&O Indemnified Persons against all D&O Expenses and all losses, claims, damages, judgments, fines, penalties and amounts paid in settlement (“D&O Losses”) in respect of any threatened, pending or completed Action, whether criminal, civil, administrative or investigative, based on or arising out or relating to the fact that such Person is or was a officer, director or employee of any Group Company and arising out of or relating to acts or omissions occurring or existing at or prior to the Closing (including in respect of acts or omissions in connection with this Agreement and the Contemplated Transactions) (a “D&O Indemnifiable Claim”) and (ii) advance, unconditionally and interest-free, to such D&O Indemnified Persons all D&O Expenses incurred in connection with any D&O Indemnifiable Claim (including in circumstances where the D&O Indemnifying Party is otherwise entitled to assume the defense of such claim and has assumed such defense) promptly after receipt of statements therefor; provided, however, that, to the extent required by applicable Laws that cannot be waived, the Person to whom D&O Expenses are to be advanced provides an unsecured undertaking to repay such advances to the extent it is ultimately and finally determined by a court of competent jurisdiction that suchpolicies.

Indemnification of Directors and Officers. 8.8.1. For (a) Parent and the Surviving Corporation agree that the indemnification obligations set forth in the Company's Certificate and the Company's By-laws, in each case as of the date of this Agreement, shall survive the Merger (and, prior to the Effective Time, Parent shall cause the Certificate of Incorporation and By-laws of Merger Sub to reflect such provisions) and shall not be amended, repealed or otherwise modified for a period of six (6) years after the Closing, Buyer shall not, and shall not permit any Group Company to, amend, repeal or modify any provision Effective Time in any Organizational Documents manner that would adversely affect the rights thereunder of any Group Company relating to the exculpation, indemnification or advancement of expenses of any Persons individuals who at any time prior to or at the Closing are or were officers, directors or employees (or their equivalent) of any Group Company (each, a “D&O Indemnified Person”) with respect to acts or omissions existing or occurring at on or prior to the Closing (unless and to the extent required by Law)Effective Time were directors, it being the intent officers, employees or agents of the parties that all such officers, directors and employees of each Group Company shall be entitled to exculpation, indemnification and advancement of expenses to the fullest extent permitted by applicable Law and that no change, modification or amendment of such documents or arrangements may be made that will adversely affect any such Person’s right thereto without the prior written consent of that Personits subsidiaries. 8.8.2. In addition to the other rights provided for in this Section 8.8 and not in limitation thereof, from and after the Closing, Buyer shall and shall cause each Group (b) The Company (each, a “D&O Indemnifying Party”) toshall, to the fullest extent permitted by under applicable Law and are required by regardless of whether the terms of the Group Companies’ Organizational Documents in effect as of the date hereofMerger becomes effective, (i) indemnify and hold harmless (harmless, and, after the Effective Time, Parent and exculpate the Surviving Corporation shall, to the fullest extent permitted under applicable Law, indemnify and release from any liability to Buyer hold harmless, each present and former director, officer, trustee, fiduciary, employee or agent of the Company and each Company Subsidiary and each such person who served at the request of the Company or any Group CompanyCompany Subsidiary as a director, officer, trustee, partner, fiduciary, employee or agent of another corporation, partnership, joint venture, trust, pension or other employee benefit plan or enterprise (collectively, the "Indemnified Parties") the D&O Indemnified Persons against all D&O Expenses costs and all expenses (including reasonable attorneys' fees), judgments, fines, losses, claims, damages, judgments, fines, penalties liabilities and settlement amounts paid in settlement connection with any claim, action, suit, proceeding or investigation (“D&O Losses”) in respect of any threatened, pending whether arising before or completed Actionafter the Effective Time), whether criminal, civil, administrative or investigative, based on or arising out or relating to the fact that such Person is or was a officer, director or employee of any Group Company and arising out of or relating pertaining to acts any action or omissions omission in their capacity as an officer or director, in each case occurring before the Effective Time (including the transactions contemplated by this Agreement). Without limiting the foregoing, in the event of any such claim, action, suit, proceeding or existing at investigation, (i) the Company or prior Parent and the Surviving Corporation, as the case may be, shall pay the fees and expenses of counsel selected by any Indemnified Party, which counsel shall be reasonably satisfactory to the Closing (including in respect of acts Company or omissions in connection with this Agreement to Parent and the Contemplated Transactions) Surviving Corporation, as the case may be, promptly after statements therefor are received (a “D&O Indemnifiable Claim”unless the Surviving Corporation shall elect to defend such action) and (ii) advance, unconditionally the Company and interest-free, to such D&O Indemnified Persons all D&O Expenses incurred Parent and the Surviving Corporation shall cooperate in connection with any D&O Indemnifiable Claim (including in circumstances where the D&O Indemnifying Party is otherwise entitled to assume the defense of any such claim matter. (c) For six years from the Effective Time, the Surviving Corporation shall use its best efforts to provide to the Company's current directors and has assumed such defense) promptly after receipt officers liability insurance protection of statements thereforthe same kind and scope as that provided by the Company's directors' and officers' liability insurance policies (copies of which have been made available to Parent); provided, however, thatthat in no event shall Parent be required to expend more than 200% of the current amount expended by the Company (the "Insurance Amount") to maintain or procure insurance coverage pursuant hereto and further provided that if Parent is unable to maintain or obtain the insurance called for by this Section 6.14(c), Parent shall use its best efforts to obtain as much comparable insurance as available for the extent required by applicable Laws that canInsurance Amount. (d) In the event the Company or the Surviving Corporation or any of their respective successors or assigns (i) consolidates with or merges into any other person or shall not be waivedthe continuing or surviving corporation or entity in such consolidation or merger or (ii) transfers all or substantially all its properties and assets to any person, then, and in each case, proper provision shall be made so that the successors and assigns of the Company or the Surviving Corporation, as the case may be, honor the indemnification obligations set forth in this Section 6.14. (e) The obligations of the Company, the Person Surviving Corporation, and Parent under this Section 6.14 shall not be terminated or modified in such a manner as to adversely affect any director, officer, employee, agent or other person to whom D&O Expenses are this Section 6.14 applies without the consent of such affected director, officer, employees, agents or other persons (it being expressly agreed that each such director, officer, employee, agent or other person to whom this Section 6.14 applies shall be advanced provides an unsecured undertaking to repay such advances to the extent it is ultimately and finally determined by a court third-party beneficiaries of competent jurisdiction that suchthis Section 6.14).