Common use of Indemnification of Directors and Officers Clause in Contracts

Indemnification of Directors and Officers. Section 5.10.1 Parent and the Surviving Corporation agree that the indemnification obligations set forth in the Company Certificate and the Company Bylaws shall survive the Merger (and, prior to the Effective Time, Parent shall cause the Certificate of Incorporation and Bylaws of the Purchaser to reflect such provisions) and shall not be amended, repealed or otherwise modified for a period of six years after the Effective Time in any manner that would adversely affect the rights thereunder of any individual who on or prior to the Effective Time was a director, officer, trustee, fiduciary, employee or agent of the Company or any Company Subsidiary or who served at the request of the Company or any Company 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, unless such amendment or modification is required by Law. The individuals to which this Section 5.10.1 applies shall be intended third party beneficiaries of this Section 5.10.1. Section 5.10.2 For six years from the Effective Time, the Surviving Corporation shall provide to the Company’s directors and officers (as of the date hereof 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 no less favorable 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 required to pay an aggregate premium for the six years of D&O Insurance in excess of $250,000. 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 for purposes of this Section 5.10.2, which policies provide such directors and officers with coverage for an aggregate period of six 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, Parent shall, and shall cause the Surviving Corporation to, maintain such policies in full force and effect, and continue to honor the obligations thereunder. The directors and officers to whom this Section 5.10.2 applies shall be intended third party beneficiaries of this Section 5.10.2).

Indemnification of Directors and Officers. Section 5.10.1 (a) For six years from and after the First Effective Time, Parent shall cause all rights to indemnification and the Surviving Corporation agree that the indemnification obligations set forth in exculpation by the Company Certificate existing in favor of those Persons who are directors and officers of the Company Bylaws shall survive as of, or prior to, the Merger date of this Agreement (and, the “D&O Indemnified Persons”) for their acts and omissions occurring or alleged to have occurred prior to the First Effective Time, as provided in the Company’s Articles of Incorporation and the Company’s bylaws (in each case as in effect as of the date of this Agreement), subject to the terms, conditions and limitations thereof, to survive the Merger, including as a result of the amendment of the limited liability company operating agreement of the Surviving Entity pursuant to Section 1.4(a) (Organizational Documents; Directors and Officers), and for six years from and after the First Effective Time, Parent shall cause the Certificate of Incorporation Surviving Entity to fulfill and Bylaws of the Purchaser to reflect honor such provisions) and 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 any individual who on or prior obligations to the Effective Time was a directorfullest extent permitted under applicable Law. (b) Prior to the Closing, officer, trustee, fiduciary, employee or agent of the Company or any Company Subsidiary or who served shall purchase a six year “tail” policy (the “Tail D&O Policy”) that provides at least the request of same coverage in scope and amount and has other terms not materially less favorable in the Company or any Company 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, unless such amendment or modification is required by Law. The individuals aggregate to which this Section 5.10.1 applies shall be intended third party beneficiaries of this Section 5.10.1. Section 5.10.2 For six years from the Effective Time, insured persons than the Surviving Corporation shall provide to Company’s existing directors’ and officers’ liability insurance coverage for the Company’s directors and officers (as of the date hereof officers, and as of the Effective Time) an insurance and indemnification policy that provides coverage for events occurring prior any premiums with respect to the Effective Time (the “such Tail D&O Insurance”) that is no less favorable than the Company’s existing policy (true and complete copies which have been previously provided to Policy shall be paid by Parent) or, if substantially equivalent insurance coverage is unavailable, the best available coverage; provided, however, that the Surviving Corporation in no event shall not Parent be required to pay expend in any one year an aggregate premium for the six years of D&O Insurance amount in excess of $250,000. The provisions 150% of the immediately preceding sentence shall be deemed to have been satisfied if prepaid policies have been obtained prior to annual premium currently payable by the Effective Time for purposes of this Section 5.10.2, which policies provide such directors and officers with coverage for an aggregate period of six years Company with respect to claims arising from facts or events such presently maintained policies, it being understood that occurred on or before if the Effective Timeannual premiums payable for such insurance coverage exceeds such amount, including, without limitation, in respect of the transactions contemplated by this AgreementSurviving Entity shall obtain a policy with the greatest coverage available for a cost equal to such amount. If such prepaid policies have been obtained prior to After the First Effective Time, Parent shall, shall and shall cause the Surviving Corporation to, Entity to maintain such policies policy in full force and effect, and continue to honor the obligations thereunder. The directors . (c) In the event that Parent, the Company or the Surviving Entity or any of their respective successors or assigns (i) consolidates with or merges into any other Person and officers 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 whom any Person, then, and in each such case, Parent shall ensure that the successors and assigns of Parent, the Company or the Surviving Entity, as the case may be, shall assume the obligations set forth in this Section 5.10.2 applies shall be intended third party beneficiaries 5.5 (Indemnification of Officers and Directors). (d) The provisions of this Section 5.10.2)5.5 (Indemnification of Officers and Directors) shall survive the consummation of the Merger and are (i) intended to be for the benefit of, and will be enforceable by, each of the D&O Indemnified Persons and their successors, assigns and heirs and (ii) in addition to, and not in substitution for, any other rights to indemnification or contribution that any such D&O Indemnified Person may have by Contract or otherwise. This Section 5.5 (Indemnification of Officers and Directors) may not be amended, altered or repealed after the First Effective Time without the prior written consent of the affected D&O Indemnified Person.

Indemnification of Directors and Officers. Section 5.10.1 Parent (a) For six (6) years from and the Surviving Corporation agree that the indemnification obligations set forth in the Company Certificate and the Company Bylaws shall survive the Merger (and, prior to after the Effective Time, Parent shall cause the Certificate of Incorporation Surviving Corporation to indemnify and Bylaws hold harmless all past and present officers and directors of the Purchaser Company and of the Subsidiaries to reflect the same extent such provisions) persons are currently indemnified by the Company and the Subsidiaries pursuant to the Company’s and the Subsidiaries’ Organizational Documents as in effect on the date hereof for acts or omissions occurring at or prior to the Effective Time, and for such period of time Parent shall not, and shall not be permit the Surviving Corporation or the Subsidiaries to, amend, repeal or modify any provision in the Surviving Corporation’s or a Subsidiary’s Organizational Documents relating to the exculpation or indemnification of present and former officers and directors as in effect immediately prior to the Effective Time, except (i) as required by applicable Law or (ii) unless the provisions as so amended, repealed or otherwise modified in connection with a restructuring in which the governing documents of the Surviving Corporation include substantially equivalent exculpation or indemnification provisions with respect to such acts or conduct for a the benefit of such persons (provided that the officers and directors of the Company prior to the Closing shall continue to be entitled for such six-year period to exculpation and indemnification under such provisions of six years after the Company’s and the Subsidiaries’ Organizational Documents as in effect on the date hereof with respect to acts or omissions occurring at or prior to the Effective Time Time). (b) Parent shall cause the Surviving Corporation and the Subsidiaries to maintain in any manner that would adversely affect effect for six (6) years from the rights thereunder of any individual Closing Date directors’ and officers’ liability insurance covering those persons who on are currently covered by the Company’s and the Subsidiaries’ directors’ and officers’ liability insurance policies for events occurring at or prior to the Effective Time was a director, officer, trustee, fiduciary, employee or agent of the Company or any Company Subsidiary or who served at the request of the Company or any Company 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, unless (“D&O Insurance”) on terms not less favorable than such amendment or modification is required by Law. The individuals to which this Section 5.10.1 applies shall be intended third party beneficiaries of this Section 5.10.1. Section 5.10.2 For six years from the Effective Time, existing insurance coverage; provided that the Surviving Corporation and the Subsidiaries shall provide not be required, and Parent shall not be required to cause the Company’s directors Surviving Corporation and officers the Subsidiaries, to pay for the D&O Insurance in an annual amount in excess of three hundred percent (300%) of the annual premium currently paid as of the date hereof by the Company and as the Subsidiaries for such insurance; provided, further, that if the annual premiums of such insurance coverage exceeds such amount, Parent or the Effective Time) an insurance Surviving Corporation shall be obligated to obtain a policy with the greatest coverage available for a cost not exceeding such amount. Notwithstanding anything to the contrary 72 in this Agreement, the Company and indemnification policy that provides coverage for events occurring the Subsidiaries may, and at Parent’s request shall, prior to the Effective Time (the “D&O Insurance”) and at Parent’s expense, purchase run-off directors’ and officers’ liability insurance; provided that is no less favorable than the Company’s existing policy (true and complete copies which have been previously provided to Parent) or, if substantially equivalent payment for such insurance coverage is unavailableprovided by such run-off directors’ and officers’ insurance policy shall not exceed three hundred percent (300%) of the annual premium currently paid as of the date hereof by the Company and the Subsidiaries for such insurance. If the cost of such run-off insurance would require an expenditure that exceeds such amount, the best available coverage; provided, however, that the Surviving Corporation shall not be required to pay an aggregate premium for the six years of D&O Insurance in excess of $250,000. 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 for purposes of this Section 5.10.2, which policies provide such directors and officers with coverage for an aggregate period of six 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, Parent shall, and Parent shall cause the Surviving Corporation to, maintain obtain a policy with the greatest coverage available for a cost not exceeding such policies amount. Any such “tail” directors’ and officers’ insurance and indemnification policy will satisfy Parent’s obligation under this Section 5.10(b) to provide D&O Insurance; provided that in full force and effectthe event that any claim is brought under such D&O Insurance, the policy shall be maintained until final disposition thereof. (c) In the event that Parent, the Surviving Corporation or the Subsidiaries or any of 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 Person, then, and continue to honor in each case, the successors and assigns of Parent or the Subsidiaries, as the case may be, shall expressly assume and be bound by the obligations thereunder. The directors and officers to whom set forth in this Section 5.10.2 applies shall be intended third party beneficiaries of this Section 5.10.2)5.10.

Indemnification of Directors and Officers. Section 5.10.1 Parent (a) All rights of indemnification, exculpation, advancement of expenses and limitation of liability existing in favor of the current or former directors and officers of the Company and the Surviving Corporation agree that Company Subsidiaries (the indemnification obligations set forth “Indemnified Parties”) as provided in the Company Certificate of Incorporation and the Company Bylaws By-laws or under any indemnification, employment or similar agreements between any Indemnified Party and the Company or any Company Subsidiary, in each case as in effect on the date of this Agreement with respect to matters occurring prior to the Board Appointment Date, shall survive the Merger (and, prior and continue in full force and effect in accordance with their respective terms to the Effective Time, Parent shall cause the Certificate of Incorporation and Bylaws of the Purchaser to reflect such provisions) and shall not be amended, repealed or otherwise modified for extent permitted by applicable Law. For a period of six years after the Effective Board Appointment Date, Parent shall cause the certificate of incorporation and by-laws of the Surviving Corporation to contain provisions no less favorable with respect to indemnification and limitation of liabilities of Indemnified Parties and advancement of expenses than are set forth as of the date of this Agreement in the Company Certificate of Incorporation and Company By-laws to the extent permitted by applicable Law. (b) From the Acceptance Time through the sixth (6th) anniversary of the Board Appointment Date (such period, the “Tail Period”), Parent shall, or shall cause the Company to, maintain in any manner that would adversely affect effect the rights thereunder of any individual who on Company’s current directors’ and officers’ liability insurance covering each officer and director currently covered by the Company’s directors’ and officers’ liability insurance policy for acts or omissions occurring prior to the Effective Time was a director, officer, trustee, fiduciary, employee Board Appointment Date with respect to any matter claimed against such person by reason of him or agent her serving in such capacity on terms with respect to such coverage and amounts no less favorable in the aggregate than those of such policy in effect on the date of this Agreement; provided that in no event shall the aggregate costs of such insurance policies exceed in any one year during the Tail Period 250% of the aggregate annual premiums paid by the Company for such purpose during the calendar year prior to the date hereof (which aggregate annual premiums with respect to such period are hereby represented and warranted by the Company to be in the amount set forth in Section 7.11(b) of the Company Disclosure Schedule), it being understood that Parent or the Surviving Corporation shall nevertheless be obligated to provide such coverage, with respect to each year during the Tail Period, as may be obtained for such 250% annual amount; provided, further, that Parent or the Surviving Corporation may (i) substitute therefor policies of any Company Subsidiary reputable insurance company or who served at the request of (ii) satisfy its obligation under this Section 7.11(b) by causing the Company to obtain prepaid (or any Company Subsidiary as a director“tail”) directors’ and officers’ liability insurance policy, officerin each case, trusteethe material terms of which including coverage and amount, partner, fiduciary, employee or agent of another corporation, partnership, joint venture, trust, pension or other employee benefit plan or enterprise, unless are no less favorable in the aggregate to such amendment or modification is directors and officers than the insurance coverage otherwise required by Law. The individuals to which under this Section 5.10.1 applies 7.11(b). Parent shall be intended third party beneficiaries pay all reasonable expenses, including reasonable attorneys’ fees, that are incurred by an Indemnified Party in connection with enforcing the obligations of this Section 5.10.17.11. (c) The provisions of this Section 5.10.2 For six years 7.11 shall survive the consummation of the Merger and are intended to be for the benefit of, and shall be enforceable by, each of the Indemnified Parties, their respective heirs and representatives from and after the Effective Time. (d) In the event Parent, the Surviving Corporation shall provide to the Company’s directors or any of their respective successors or assigns (i) consolidates with or merges into any other Person and officers (as of the date hereof 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 no less favorable 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 required 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 pay an aggregate premium for the six years of D&O Insurance any other Person, then, and in excess of $250,000. The provisions of the immediately preceding sentence either such case, proper provision shall be deemed to have been satisfied if prepaid policies have been obtained prior made so that the successors and assigns of Parent or the Surviving Corporation, as the case may be, shall assume the obligations of such Person set forth in this Section 7.11 to the Effective Time for purposes extent such obligations are not assumed by such successors and assigns by operation of this Section 5.10.2, which policies provide such directors and officers with coverage for an aggregate period of six 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, Parent shall, and shall cause the Surviving Corporation to, maintain such policies in full force and effect, and continue to honor the obligations thereunder. The directors and officers to whom this Section 5.10.2 applies shall be intended third party beneficiaries of this Section 5.10.2)Law.

Indemnification of Directors and Officers. Section 5.10.1 (a) Parent and the Surviving Corporation Merger Sub agree that the all rights to exculpation, indemnification obligations set forth in the Company Certificate and the Company Bylaws shall survive the Merger (and, advancement of expenses for acts or omissions occurring at or prior to the Effective Time, Parent shall cause whether asserted or claimed prior to, at or after the Certificate Effective Time (including in respect of Incorporation any matters arising in connection with this Agreement and Bylaws the transactions contemplated hereby), now existing in favor of the Purchaser to reflect such provisionscurrent or former directors, officers, or employees, as the case may be, (each, a “D&O Indemnified Person”) of the Company or its Subsidiaries as provided in their respective certificate of incorporation, by-laws, or other equivalent governing documents or in any agreement shall survive the Merger and shall not be amended, repealed or otherwise modified for continue in full force and effect. For a period of at least six (6) years after the Effective Time in any manner that would adversely affect the rights thereunder of any individual who on or prior to the Effective Time was a director, officer, trustee, fiduciary, employee or agent of the Company or any Company Subsidiary or who served at the request of the Company or any Company 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, unless such amendment or modification is required by Law. The individuals to which this Section 5.10.1 applies shall be intended third party beneficiaries of this Section 5.10.1. Section 5.10.2 For six years from the Effective Time, (i) Parent shall not, and shall not permit the Surviving Corporation shall provide or any of its Subsidiaries to, amend, repeal or modify any provision in the Surviving Corporation’s or any of its Subsidiaries’ certificate of incorporation, by-laws or other equivalent governing documents relating to the Company’s directors and officers (as exculpation, indemnification or advancement of the date hereof and as expenses of the Effective Time) an insurance and indemnification policy that provides coverage for events occurring prior to the Effective Time (the “any D&O Insurance”) that is no less favorable 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 required to pay an aggregate premium for the six years of D&O Insurance in excess of $250,000. 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 for purposes of this Section 5.10.2, which policies provide such directors and officers with coverage for an aggregate period of six years Indemnified Person with respect to claims arising from facts acts or events that occurred on omissions occurring at 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, whether asserted or claimed prior to, at or after the Effective Time (including in respect of any matters arising in connection with this Agreement and the transactions contemplated hereby), unless and only to the extent required by Law, it being the intent of the parties that all such D&O Indemnified Persons shall continue to 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 be made that will adversely affect any such Person’s right thereto without the prior written consent of that Person and (ii) Parent shall, and shall cause the Surviving Corporation and its Subsidiaries to, maintain such policies any indemnification agreements of the Company and its Subsidiaries with any D&O Indemnified Person. (b) In addition to the other rights provided for in full force and effect, and continue to honor the obligations thereunder. The directors and officers to whom this Section 5.10.2 applies 5.08 and not in limitation thereof, from and after the Effective Time, Parent shall be intended third party beneficiaries cause the Surviving Corporation and its Subsidiaries (each, a “D&O Indemnifying Party”) to, to the fullest extent permitted by applicable Law, (i) indemnify and hold harmless (and exculpate and release from any liability to Parent or the Surviving Corporation or any of its Subsidiaries) the D&O Indemnified Persons against all D&O Expenses (as defined below) and all losses, claims, damages, judgments, fines, penalties and amounts paid in settlement (“D&O Losses”) in respect of any threatened, pending or completed claim, action, inquiry, suit, proceeding or judgment, whether criminal, civil, administrative or investigative, based on, arising out of, relating to or in connection with the fact that such Person is or was a director, officer, employee or other fiduciary of the Company or any of its Subsidiaries or of any other entity arising out of or relating to acts or omissions occurring or existing (or alleged to have occurred or existed) at, prior to or after the Effective Time (including in respect of acts or omissions in connection with this Section 5.10.2).Agreement and the transactions contemplated hereby) (a “D&O Indemnifiable Claim”) and (ii) advance, unconditionally and interest-free, to such D&O Indemnified Persons all D&O

Indemnification of Directors and Officers. Section 5.10.1 Parent All rights to indemnification existing in favor of those Persons who are managers, directors or officers of the Target Companies and Target Subsidiaries as of the Surviving Corporation agree that date of this Agreement for their acts and omissions occurring prior to Closing, as provided in such Target Company’s or such Target Subsidiary’s Organizational Documents (as in effect as of the indemnification obligations set forth in the Company Certificate and the Company Bylaws date of this Agreement), shall survive Closing and shall be observed by each such Target Company, each such Target Subsidiary and Buyers in accordance with their respective terms. On or prior to Closing, Sellers will, or will cause the Merger (andTarget Companies to, obtain for the benefit of each Person who is now, has been at any time prior to the Effective TimeClosing Date, Parent shall cause or who becomes prior to the Certificate of Incorporation and Bylaws Closing Date a director, manager, officer, shareholder, member or partner of the Purchaser Target Companies or any Target Subsidiaries (collectively, the “Indemnified Persons”) a prepaid “tail” directors and officers insurance policy (the “Tail Policy”), that (a) provides directors’ and officers’ liability insurance to reflect the Indemnified Persons on substantially the same terms and conditions as the directors’ and officers’ liability insurance policy currently in place by or on behalf of the Target Company for the benefit of such provisions) Indemnified Persons, including coverage with respect to any fees, costs or expenses (including reasonable attorneys’ fees and shall not be amendeddisbursements), repealed judgments, fines, losses, claims, damages, suits, proceedings or otherwise modified for investigations, whether civil, criminal, administrative or investigative, arising out of or related to such Indemnified Person’s service as a period director, manager, officer, shareholder, member or partner of six years after the Effective Time Target Companies or Target Subsidiaries, or services performed by such Indemnified Person at the request of the Target Companies or Target Subsidiaries, in any manner that would adversely affect the rights thereunder of any individual who each case occurring on or prior to the Effective Time was Closing Date, whether asserted or claimed prior to, at or after the Closing Date, (b) has a director, officer, trustee, fiduciary, employee or agent one-time premium not to exceed three hundred percent (300%) of the current annual premium for the existing policy referred to in clause (a) of this Section 7.7, and (c) covers a period of time ending no earlier than the sixth anniversary of the Closing Date. If any Buyer, any Target Company or any Company Target Subsidiary or who served at the request any of the Company its successors or assigns (x) consolidates with or merges with or into any Company 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, unless such amendment or modification is required by Law. The individuals to which this Section 5.10.1 applies shall be intended third party beneficiaries of this Section 5.10.1. Section 5.10.2 For six years from the Effective Time, the Surviving Corporation shall provide to the Company’s directors Person and officers (as of the date hereof 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 no less favorable 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 required the continuing or surviving corporation, partnership or other entity of such consolidation or merger or (y) transfers or conveys all or substantially all of its properties and assets to pay an aggregate premium for any Person, then, and in each such case, proper provision shall be made so that the six years successors and assigns of D&O Insurance in excess of $250,000such entity assumes the obligations set forth herein. 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 for purposes of this Section 5.10.2, which policies provide 7.7 shall not be terminated or modified in such directors and officers with coverage for an aggregate period of six years with respect a manner as 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, Parent shall, and shall cause the Surviving Corporation to, maintain such policies in full force and effect, and continue to honor the obligations thereunder. The directors and officers adversely affect any indemnitee to whom this Section 5.10.2 provision applies shall without the consent of such affected indemnitee and are intended to be intended third party beneficiaries of this Section 5.10.2)for the benefit of, and will be enforceable by, each indemnified party, his or her heirs and his or her legal representatives.

Indemnification of Directors and Officers. Section 5.10.1 Parent and (a) If the Surviving Corporation agree that the indemnification obligations set forth in the Company Certificate and the Company Bylaws shall survive the Merger (andClosing occurs, prior to the Effective Time, Parent shall cause the Certificate of Incorporation and Bylaws of the Purchaser to reflect such provisions) and shall not be amended, repealed or otherwise modified for a period of six years after the Effective Time Closing, Buyer shall and shall cause the Purchased Entities and their Subsidiaries to take any necessary actions to provide that all rights to indemnification or expense advancement and all limitations on Liability existing in any manner that would adversely affect favor of the Business Indemnitees acting in their capacities as such as provided in the D&O Indemnity Arrangements shall survive the consummation of the transactions contemplated hereby and continue in full force and effect and be honored by the Purchased Entities and their Subsidiaries after the Closing (or be replaced with such rights thereunder of any individual and limitations as are no less favorable thereto). As used herein, (i) the “Business Indemnitees” means individuals who on at or prior to the Effective Time was a directorClosing were current or former officers, officerdirectors, trustee, fiduciary, employee individual managers or agent employees of the Company Purchased Entities and their Subsidiaries (or any Company Subsidiary or who served at the request predecessors of the Company or Purchased Entities and their Subsidiaries) relating to service in such capacities prior to the Closing, and (ii) the “D&O Indemnity Arrangements” means (A) the Organizational Documents of the Purchased Entities and their Subsidiaries in effect on the Agreement Date, (B) any Company Subsidiary as a director, officer, trustee, partner, fiduciary, employee or agent Contract providing for indemnification by the Purchased Entities and their Subsidiaries of another corporation, partnership, joint venture, trust, pension or other employee benefit plan or enterprise, unless such amendment or modification is required by Law. The individuals any of the Business Indemnitees in effect on the Agreement Date to which the Purchased Entities and/or their Subsidiaries are a party and that is listed on Schedule 6.9(a) of the Disclosure Letter, or (C) if a Purchased Entity is not formed as of the Agreement Date but formed prior to the Closing Date in accordance with this Section 5.10.1 applies shall be intended third party beneficiaries Agreement, the formation documents of such Purchased Entity containing customary indemnification and expense advancement provisions substantially similar to the provisions in the documents referred in clause (A) of this Section 5.10.1. Section 5.10.2 For six years from the Effective Time, the Surviving Corporation shall provide 6.9(a). Further to the Company’s directors and officers (as of the date hereof 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 no less favorable than the Company’s existing policy (true and complete copies which have been previously provided to Parent) orforegoing, if substantially equivalent insurance coverage is unavailable, the best available coverage; provided, however, that the Surviving Corporation shall not be required to pay an aggregate premium for the six years of D&O Insurance in excess of $250,000. 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 for purposes of this Section 5.10.2, which policies provide such directors and officers with coverage for an aggregate period of six 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, Parent Seller shall, and shall cause the Surviving Corporation its Affiliates to, maintain for a period of six years from the Closing Date, any Seller Party directors’ and officers’ liability insurance policy (insofar as such policies policy relates to the pre-Closing Liabilities of a director, manager or officer of the Business and which may include a customary “tail” policy acquired in full force and effectconnection with the Ali Transaction), and continue providing coverage to honor the obligations thereunder. The directors such directors, managers and officers to whom this Section 5.10.2 applies shall be intended third party beneficiaries of this Section 5.10.2)not materially less favorable than provided by such insurance in effect on the date hereof.

Indemnification of Directors and Officers. Golden State agrees that all rights to indemnification or exculpation now existing in favor of the directors, officers, employees and agents of RedFed and its subsidiaries, whether acting in such capacity or as fiduciary of any such employee benefit plan of RedFed or its subsidiaries which provides for such indemnification, as provided in their respective certificates of incorporation, charter, by-laws or similar charter documents or any employee benefit plan of RedFed or its subsidiaries or any agreement disclosed in Section 5.10.1 Parent and 3.3(x) of the Surviving Corporation agree that RedFed Disclosure Letter in effect as of the indemnification obligations set forth in the Company Certificate and the Company Bylaws shall survive the Merger (and, date hereof with respect to matters occurring prior to the Effective Time, Parent including matters relating to the negotiation, execution, delivery and performance of this Agreement, shall cause survive the Certificate Merger and shall continue in full force and effect at all times thereafter. Golden State further agrees (i) that to the full extent permitted by applicable law, regulations and the certificate of Incorporation incorporation and Bylaws by- laws of Golden State as in effect on the date hereof, it shall indemnify, defend and hold harmless each person who was an officer or director of RedFed or its subsidiaries prior to the Effective Time for any claim or loss arising out of their actions while serving as such director or officer, including any acts relating to this Agreement, and shall pay, as and when incurred, the expenses, including attorneys' fees, of such individual in advance of the Purchaser final resolution of any claim, provided that such individuals shall first, to reflect the extent required by law, execute an undertaking to return such provisionsadvances in the event it is finally determined by appropriate judicial proceedings that such indemnification is not permitted under applicable law; and (ii) and shall not to cause each of the persons referred to in the preceding clause (i) to be amended, repealed or otherwise modified covered for a period of six years after from the Effective Time in any manner by the directors' and officers' primary and excess liability insurance policies maintained by RedFed; provided, that would adversely affect Golden State may substitute therefor policies of at least the rights thereunder of any individual who on same coverage and amounts containing terms and conditions that are not less advantageous than such policies with respect to acts or prior to the Effective Time was a director, officer, trustee, fiduciary, employee or agent of the Company or any Company Subsidiary or who served at the request of the Company or any Company 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, unless such amendment or modification is required by Law. The individuals to which this Section 5.10.1 applies shall be intended third party beneficiaries of this Section 5.10.1. Section 5.10.2 For six years from the Effective Time, the Surviving Corporation shall provide to the Company’s directors and officers (as of the date hereof and as of the Effective Time) an insurance and indemnification policy that provides coverage for events omissions occurring prior to the Effective Time (the “D&O Insurance”) that is no less favorable than the Company’s existing policy (true committed by such officers and complete copies which have been previously provided to Parent) or, if substantially equivalent insurance coverage is unavailable, the best available coveragedirectors in their capacity as such; provided, however, that in no event shall Golden State be required to expend more than 200% of the Surviving Corporation current annual amount expended by RedFed to maintain or procure insurance coverage pursuant hereto. In the event Golden State, RedFed or any of their respective successors or assigns (i) shall consolidate with or merge into any other person and shall not be required the continuing or surviving corporation or entity of such consolidation or merger, or (ii) shall transfer or convey all or substantially all of its properties and assets to pay an aggregate premium for any person, then, and in each such case, proper provision shall be made, to the six years extent necessary, so that the successors and assigns of D&O Insurance Golden State or RedFed, respectively, shall assume the obligation set forth in excess of $250,000this Section 5.17. 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 for purposes of this Section 5.10.2, which policies provide such directors and officers with coverage 5.17 are intended to be for an aggregate period of six 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, Parent shallbenefit of, and shall cause the Surviving Corporation tobe enforceable by, maintain such policies in full force each person entitled to indemnification as provided herein and effect, his or her heirs and continue to honor the obligations thereunderrepresentatives. The directors and officers to whom this Section 5.10.2 applies shall be intended third party beneficiaries of this Section 5.10.2).22

Indemnification of Directors and Officers. Section 5.10.1 (a) From and after the consummation of the Merger, Parent will and will cause the Surviving Corporation to, fulfill and honor in all material respects the obligations of Parent and the Surviving Corporation agree that the Company pursuant to (i) each indemnification obligations set forth agreement in the Company Certificate effect at such time which is referenced in Section 5.19 between Parent and each person who is or was a director or officer of Parent and the Company Bylaws shall survive the Merger (and, at or prior to the Effective TimeTime and (ii) any indemnification provisions under Parent's and the Company's Certificate of Incorporation or Bylaws, Parent as each is in effect on the date hereof (the persons to be indemnified pursuant to this agreement and provisions referred to in clauses (i) and (ii) of this Section 5.19 shall cause be referred to individually as an "Indemnified Party" and collectively as the "Indemnified Parties"). The Certificate of Incorporation and the Bylaws of Parent and the Purchaser Company shall continue to reflect contain the provisions with respect to indemnification and exculpation from liability set forth in such provisions) documents as of the date of this Agreement and such provisions shall not be amended, repealed or otherwise modified for a period of six (6) years after the Effective Time in any manner that would adversely affect the rights thereunder of any individual who on or prior to the Effective Time was a director, officer, trustee, fiduciary, employee or agent of the Company or any Company Subsidiary or who served at the request of the Company or any Company 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, unless such amendment or modification is required by Law. The individuals to which this Section 5.10.1 applies shall be intended third party beneficiaries of this Section 5.10.1Indemnified Party. Section 5.10.2 (b) For a period of six (6) years from after the Effective Time, Parent shall maintain in effect the Surviving Corporation shall provide to current level and scope of directors' and officers' liability insurance covering those persons which are currently covered by the Company’s directors 's directors' and officers (as of the date hereof and as of the Effective Time) an officers' liability insurance and indemnification policy that provides coverage for events occurring prior to the Effective Time (the “D&O Insurance”) that is no less favorable than the Company’s existing policy (true and complete copies a copy of which have has been previously provided heretofore delivered to Parent) or), if substantially equivalent insurance coverage is unavailable, the best available coverage; 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 premium currently paid by the Company for such insurance, and provided further that if the annual premiums of such insurance exceed such amount, Parent shall be obligated to obtain a policy with the greatest coverage available for a cost not to exceed such amount. (c) Parent and the Surviving Corporation shall not be required jointly and severally agree to pay an aggregate premium for all expenses, including attorney's fees, that may be incurred by the six years of D&O Insurance Indemnified Parties in excess of $250,000. The provisions enforcing the indemnity and other obligations provided in this Section 5.19. (d) This Section 5.19 shall survive the consummation of the immediately preceding sentence shall be deemed to have been satisfied if prepaid policies have been obtained prior to the Effective Time for purposes of this Section 5.10.2, which policies provide such directors Merger and officers with coverage for an aggregate period of six years with respect to claims arising from facts or events that occurred on or before the Effective Time, includingis intended to benefit and may be enforceable by the Company, without limitationParent, in respect of the transactions contemplated by this Agreement. If such prepaid policies have been obtained prior to Surviving Corporation and the Effective Time, Parent shallIndemnified Parties, and shall cause be binding on all successors and assigns of Parent and the Surviving Corporation to, maintain such policies in full force and effect, and continue to honor the obligations thereunder. The directors and officers to whom this Section 5.10.2 applies shall be intended third party beneficiaries of this Section 5.10.2)Corporation.

Indemnification of Directors and Officers. Section 5.10.1 (a) Parent shall, and shall cause the Surviving Corporation agree that the indemnification obligations set forth in to, indemnify and hold harmless, and provide advancement of expenses to, all past and present directors and officers of the Company Certificate and the Company Bylaws shall survive the Merger (and, prior or any of its Subsidiaries to the Effective Time, Parent shall cause the Certificate of Incorporation and Bylaws of the Purchaser to reflect such provisions) and shall not be amended, repealed fullest extent permitted by applicable Law for acts or otherwise modified for a period of six years after the Effective Time in any manner that would adversely affect the rights thereunder of any individual who on omissions occurring at or prior to the Effective Time was a director, officer, trustee, fiduciary, employee (including for acts or agent omissions occurring in connection with the approval of this Agreement and the consummation of the transactions contemplated hereby) in their capacities as such whether pursuant to the Company Articles, the Company Bylaws, the organizational documents of any Company Subsidiary, any individual indemnity agreements or otherwise, and such obligations shall survive the Merger and shall continue in full force and effect in accordance with the terms of the Company’s Articles, the Company Bylaws, organizational documents of any Company Subsidiary or who served at and any such individual indemnity agreements from the request of Effective Time for six (6) years following the Company or any Company 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, unless such amendment or modification is required by Law. The individuals to which this Section 5.10.1 applies shall be intended third party beneficiaries of this Section 5.10.1Effective Time. Section 5.10.2 (b) For six (6) years from following the Effective Time, Parent shall, or shall cause the Surviving Corporation shall provide to, cause to be maintained in effect for the benefit of the Company’s directors and officers (as of the date hereof and as of prior to the Effective Time) Time an insurance and indemnification policy that provides coverage for events acts or omissions occurring prior to the Effective Time (the “D&O Insurance”) that is covering each such person covered immediately prior to the Effective Time by the officers’ and directors’ liability insurance policies of the Company on terms with respect to coverage and in amounts no less favorable than those of the Company’s existing policy (true and complete copies which have been previously provided to Parent) or, if substantially equivalent insurance coverage is unavailable, policies in effect on the best available coveragedate hereof; provided, however, that the Surviving Corporation shall not be required to pay an aggregate annual premium for the six years of D&O Insurance in excess of one hundred seventy-five percent (175%) of the amount of the last annual premiums paid by the Company prior to the date hereof (which premium the Company represents and warrants to be not more than $250,000. 800,000 per annum); provided, further, that if the annual premiums of such insurance coverage exceed one hundred seventy-five percent (175%) of the amount of the last annual premiums paid by the Company prior to the date hereof, Parent shall obtain a policy with the greatest coverage available for a cost not exceeding such amount. (c) In the event that Parent or any of its successors or assigns (i) consolidates with or merges into any other person and is not the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers or conveys all or substantially all of its properties and assets to any person, then, and in each such case, proper provision will be made so that the successors and assigns of Parent assume the obligations set forth in this Section 6.10. (d) 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 for purposes of this Section 5.10.2, which policies provide such directors and officers with coverage 6.10 (i) are intended to be for an aggregate period of six 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, Parent shallbenefit of, and shall cause the Surviving Corporation will be enforceable by, each indemnified party, his or her heirs and his or her representatives and (ii) are in addition to, maintain and not in substitution for, any other rights to indemnification or contribution that any such policies in full force and effect, and continue to honor the obligations thereunder. The directors and officers to whom this Section 5.10.2 applies shall be intended third party beneficiaries of this Section 5.10.2)person may have by contract or otherwise.

Indemnification of Directors and Officers. Section 5.10.1 Parent (a) From and after the Surviving Corporation agree that Effective Date, BioMarin will cause Glyko to fulfill and honor in all respects the obligations of Glyko (or any predecessor corporation) pursuant to (i) each indemnification obligations set forth agreement currently in the Company Certificate effect between Glyko and the Company Bylaws shall survive the Merger each person who is or was a director or officer of Glyko (and, or any predecessor corporation) prior to the Effective Time, Parent shall cause Date (the Certificate "Indemnified Parties") and (ii) any indemnification provision under the Glyko Charter Documents as in effect on the date hereof. The Articles of Incorporation and Bylaws of Glyko will contain provisions with respect to exculpation and indemnification that are at least as favorable to the Purchaser to reflect such provisions) and shall Indemnified Parties as those contained in Glyko Charter Documents as in effect on the date hereof, which provisions will not be amended, repealed or otherwise modified for a period of six (6) years after from the Effective Time Date in any manner that would adversely affect the rights thereunder of any individual who on Indemnified Party or of individuals who, immediately prior to the Effective Time was a directorDate, officer, trustee, fiduciary, employee were employees or agent agents of the Company or any Company Subsidiary or who served at the request of the Company or any Company 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 enterpriseGlyko, unless such amendment or modification is required by Lawlaw. (b) For a period of six (6) years after the Effective Date, BioMarin will maintain or cause Glyko to maintain in effect, to the extent available, directors' and officers' liability insurance covering those persons who are currently covered by Glyko's directors' and officers' liability insurance policy on terms equivalent in all material respects to those applicable to the current directors and officers of Glyko; provided, however, that in no event will BioMarin or Glyko be required to expend an annual premium for such coverage in excess of 150 percent of the amount of the last annual premium paid by Glyko prior to the date of this Agreement for such coverage and provided, further, that if the annual premium payable for such insurance coverage exceeds such amount, BioMarin shall be obligated to obtain a policy with the greatest coverage available for an annual premium not exceeding such amount. The individuals to which obligations of BioMarin under this Section 5.10.1 applies 6.10 shall not be terminated or modified in such a manner as to adversely affect any Indemnified Party without the consent of such Indemnified Party (it being expressly agreed that the Indemnified Parties shall be intended third party beneficiaries of this Section 5.10.1. Section 5.10.2 For six years from the Effective Time, the Surviving Corporation shall provide to the Company’s directors and officers (as of the date hereof 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 no less favorable 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 required to pay an aggregate premium for the six years of D&O Insurance in excess of $250,000. 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 for purposes of this Section 5.10.2, which policies provide such directors and officers with coverage for an aggregate period of six 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, Parent shall, and shall cause the Surviving Corporation to, maintain such policies in full force and effect, and continue to honor the obligations thereunder. The directors and officers to whom this Section 5.10.2 applies shall be intended third party beneficiaries of this Section 5.10.26.10).

Indemnification of Directors and Officers. Section 5.10.1 (a) From and after the Effective Time, Parent shall indemnify and hold harmless, to the Surviving Corporation agree fullest extent permitted under applicable law (and Parent 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 the indemnification obligations set forth in such Person is not entitled to indemnification), each present and former director, officer and employee of the Company Certificate and its Subsidiaries (collectively, the Company Bylaws shall survive the Merger “Indemnified Parties”) against any costs or expenses (andincluding reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of or pertaining to matters existing or occurring at or prior to the Effective Time, including the transactions contemplated by this Agreement; provided, however, that Parent shall cause the Certificate of Incorporation and Bylaws of the Purchaser to reflect such provisions) and shall not be amended, repealed required to indemnify any Indemnified Party pursuant hereto if it shall be determined that the Indemnified Party acted in bad faith and not in a manner such Indemnified Party believed to be in or otherwise modified for a period of six years after the Effective Time in any manner that would adversely affect the rights thereunder of any individual who on or prior not opposed to the Effective Time was a director, officer, trustee, fiduciary, employee or agent best interests of the Company or any Company Subsidiary or who served at the request of the Company or any Company 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, unless such amendment or modification is required by Law. The individuals to which this Section 5.10.1 applies shall be intended third party beneficiaries of this Section 5.10.1Company. Section 5.10.2 (b) For six years from the Effective Time, Parent shall, or shall cause the Surviving Corporation shall provide to, cause to be maintained in effect for the benefit of the Company’s directors and officers (as of the date hereof and as of the Effective Time) an insurance and indemnification policy with an insurer with a Standard & Poor’s rating of at least A that provides coverage for events acts or omissions occurring prior to the Effective Time (the “D&O Insurance”) that is covering each such person currently covered by the officers’ and directors’ liability insurance policies of the Company on terms with respect to coverage and in amounts no less favorable than those of the Company’s existing directors’ and officers’ insurance policy (true and complete copies which have been previously provided to Parent) or, if substantially equivalent insurance coverage is unavailable, in effect on the best available coveragedate of this Agreement; provided, however, that the Surviving Corporation shall not be required to pay an aggregate annual premium for the six years of D&O Insurance in excess of $250,000. The provisions 250% of the immediately preceding sentence annual premium currently paid by the Company for such coverage; provided, further, that if the annual premiums for such insurance coverage exceed 250% of such annual premium, Parent shall be deemed to have been satisfied if prepaid policies have been obtained prior to obtain a policy with the Effective Time greatest coverage available for purposes of a cost not exceeding such amount. Parent may satisfy its obligations under this Section 5.10.26.10(b) by purchasing a “tail” policy from an insurer with a Standard & Poor’s rating of at least A under the Company’s existing directors’ and officers’ insurance policy, which policies provide such directors and officers with coverage for (i) has an aggregate period effective term of six years with respect to claims arising from facts or events that occurred on or before the Effective Time, including, without limitation, (ii) covers each person currently covered by the Company’s directors’ and officers’ insurance policy in respect effect on the date of the transactions contemplated by this Agreement. If such prepaid policies have been obtained Agreement for actions and omissions occurring on or prior to the Effective Time, and (iii) contains terms that are no less favorable than those of the Company’s directors’ and officers’ insurance policy in effect on the date of this Agreement. (c) Parent shall, and shall cause the Surviving Corporation to, maintain such policies cause to be maintained in full force effect in the Surviving Corporation’s (or any successor’s) certificate of incorporation and effect, bylaws provisions with respect to indemnification and continue advancement of expenses that are at least as favorable to honor the obligations thereunderintended beneficiaries as those contained in the Company’s certificate of incorporation and bylaws as in effect on the date of this Agreement. The directors obligations of Parent and officers the Surviving Corporation under this Section 6.10 shall not be terminated or modified in such a manner as to adversely affect any indemnitee to whom this Section 5.10.2 6.10 applies without the express written consent of such affected indemnitee (it being expressly agreed that the indemnitees to whom this Section 6.10 applies shall be intended third party beneficiaries of this Section 5.10.26.10). (d) The provisions of this Section 6.10 (i) are intended to be for the benefit of, and will be enforceable by, each indemnified party, his or her heirs and his or her representatives and (ii) are in addition to, and not in substitution for, any other rights to indemnification or contribution that any such person may have by contract or otherwise. (e) In the event that 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 each case, proper provision shall be made so that the successors and assigns of Parent or the Surviving Corporation, as the case may be, honor the indemnification and other obligations set forth in this Section 6.10.

Indemnification of Directors and Officers. Section 5.10.1 (a) The Company, Merger Sub and Parent and the Surviving Corporation agree that the indemnification and exculpation obligations set forth in the Company Parent Certificate and Parent By-laws shall (i) apply to those persons who are directors and officers of the Company Bylaws shall survive as of the Merger Agreement Date (and, “D&O Indemnified Parties”) for their acts and omissions as directors and officers thereof prior to the Effective Time, ; (ii) survive the Merger and be honored and be given full force and effect by Parent shall cause and Merger Sub to the Certificate of Incorporation and Bylaws of the Purchaser to reflect such provisions) and shall not be amended, repealed or otherwise modified fullest extent permitted by Delaware Law for a period of six years after from the Effective Time Time; and (iii) not be amended, modified or repealed in any a manner that would adversely affect the rights of such D&O Indemnified Parties thereunder for a period of any individual who on or prior to the Effective Time was a director, officer, trustee, fiduciary, employee or agent of the Company or any Company Subsidiary or who served at the request of the Company or any Company 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, unless such amendment or modification is required by Law. The individuals to which this Section 5.10.1 applies shall be intended third party beneficiaries of this Section 5.10.1. Section 5.10.2 For six years from the Effective Time, the . (b) The Surviving Corporation shall provide to maintain the Company’s directors and officers (as of the date hereof and as of the Effective Time) an D&O insurance and indemnification policy that provides coverage for events occurring prior to the Effective Time (the “D&O Insurance”) that is no less favorable 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 policies required to pay an aggregate premium for the six years of D&O Insurance in excess of $250,000. The provisions of the immediately preceding sentence shall be deemed obtained pursuant to have been satisfied if prepaid policies have been obtained prior to the Effective Time for purposes of this Section 5.10.2, which policies provide such directors and officers with coverage for an aggregate period of six 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, Parent shall, and shall cause the Surviving Corporation to, maintain such policies in full force and effect, 6.2(g) and continue to honor the obligations thereunder. The directors Surviving Corporation will not cancel or change such insurance policies in any respect. (c) Parent shall pay all costs and officers to whom expenses, including reasonable attorney’s fees, that may be incurred by the D&O Indemnified Parties in connection with their enforcement of their rights provided in this Section 5.10.2 applies shall be intended third party beneficiaries 5.9. (d) The provisions of this Section 5.10.2)5.9 are intended to be in addition to the rights otherwise available to the D&O Indemnified Parties by law, charter, statue, by-law or agreement, and shall operate for the benefit of, and shall be enforceable by, each of the D&O Indemnified Parties, their heirs and their representatives. (e) Parent shall cause the Surviving Corporation to perform all of the obligations of the Surviving Corporation under this Section.

Indemnification of Directors and Officers. Section 5.10.1 (a) From and after the Effective Time, Parent shall indemnify and hold harmless, to the Surviving Corporation agree fullest extent permitted under applicable Law (and Parent 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 the indemnification obligations set forth in such Person is not entitled to indemnification), each present and former director and officer of the Company Certificate and its Subsidiaries (collectively, the Company Bylaws shall survive the Merger “Indemnified Parties”) against any costs or expenses (andincluding reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred in connection with any claim, action, suit, Proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of or pertaining to matters existing or occurring at or prior to the Effective Time, including the transactions contemplated by this Agreement. (b) For six years from the Effective Time, Parent shall cause the Certificate of Incorporation and Bylaws Surviving Corporation to maintain in effect for the benefit of the Purchaser to reflect such provisions) and 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 any individual who on or prior to the Effective Time was a director, officer, trustee, fiduciary, employee or agent of the Company or any Company Subsidiary or who served at the request of the Company or any Company 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, unless such amendment or modification is required by Law. The individuals to which this Section 5.10.1 applies shall be intended third party beneficiaries of this Section 5.10.1. Section 5.10.2 For six years from the Effective Time, the Surviving Corporation shall provide to the Company’s directors and officers (as of the date hereof and as of the Effective Time) Indemnified Parties an insurance and indemnification policy with an insurer with the same or better credit rating as the current carrier for the Company that provides coverage for events acts or omissions occurring on or prior to the Effective Time (the “D&O Insurance”) that is covering each such person currently covered by the officers’ and directors’ liability insurance policies of the Company on terms with respect to coverage and in amounts no less favorable than those of the Company’s existing directors’ and officers’ insurance policy (true and complete copies which have been previously provided to Parent) or, if substantially equivalent insurance coverage is unavailable, in effect on the best available coveragedate of this Agreement; provided, however, that the Surviving Corporation shall not be required to maintain coverage in an amount in excess of $40,000,000 or pay an aggregate annual premium for the six years of D&O Insurance in excess of $250,000. The provisions 200% of the immediately preceding sentence annual premium currently paid by the Company for such coverage; and provided, further, that if any annual premium for such insurance coverage exceeds 200% of such annual premium, Parent shall be deemed to have been satisfied if prepaid policies have been obtained prior to obtain a policy the Effective Time Surviving Corporation reasonably believes has the greatest coverage available for purposes of a cost not exceeding such amount. Parent may satisfy its obligations under this Section 5.10.26.9(b) by purchasing a “tail” policy from an insurer with the same or better credit rating as the current carrier for the Company’s existing directors’ and officers’ insurance policy, which policies provide such directors and officers with coverage for (i) has an aggregate period effective term of six years with respect to claims arising from facts or events that occurred on or before the Effective Time, including, without limitation, (ii) covers each person currently covered by the Company’s directors’ and officers’ insurance policy in respect effect on the date of the transactions contemplated by this Agreement. If such prepaid policies have been obtained Agreement for actions and omissions occurring on or prior to the Effective Time, and (iii) contains terms that are no less favorable than those of the Company’s directors’ and officers’ insurance policy in effect on the date of this Agreement. (c) Parent shall, and shall cause the Surviving Corporation toto cause to be maintained in effect in the Surviving Corporation’s (or any successor’s) certificate of incorporation and bylaws provisions with respect to exculpation, maintain such policies indemnification and advancement of expenses that are at least as favorable to the intended beneficiaries as those contained in full force the Company’s certificate of incorporation and effect, and continue to honor bylaws as in effect on the obligations thereunderdate of this Agreement. The directors and officers obligations of the Surviving Corporation under this Section 6.9 shall not be terminated or modified in such a manner as to adversely affect any Indemnified Party without the express written consent of such affected indemnitee (it being expressly agreed that the indemnitees to whom this Section 5.10.2 6.9 applies shall be intended third third-party beneficiaries of this Section 5.10.26.9 with full rights of enforcement as if a party hereto). (d) The provisions of this Section 6.9 (i) are intended to be for the benefit of, and will be enforceable by, each Indemnified Party, his or her heirs and his or her Representatives and (ii) are in addition to, and not in substitution for, any other rights to indemnification or contribution that any such person may have by contract or otherwise. (e) If 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 each case, proper provision shall be made so that the successors and assigns of Parent or the Surviving Corporation, as the case may be, assume all of the obligations of Parent and the Surviving Corporation set forth in this Section 6.9.

Indemnification of Directors and Officers. Section 5.10.1 (a) For six (6) years from and after the Effective Time, (i) Parent and shall cause the Surviving Corporation agree Company to indemnify and hold harmless all past and present employees, agents, officers and directors of the Company and of its Subsidiaries to the same extent such Persons are currently indemnified by the Company and its Subsidiaries pursuant to the Company’s and its Subsidiaries’ Organizational Documents as in effect on the date hereof for acts or omissions occurring at or prior to the Effective Time, and for such period of time Parent shall not, and shall not permit the Surviving Company or its Subsidiaries to, amend, repeal or modify any provision in the Surviving Company’s or any of its Subsidiaries’ Organizational Documents relating to the exculpation or indemnification of present and former officers and directors as in effect in the Company’s or any of its Subsidiaries’ Organizational Documents immediately prior to the Effective Time, except as required by applicable Law and (ii) Parent shall cause the Surviving Company to honor any indemnification agreements in effect between the Company or any of its Subsidiaries and any past or present employees, agents, officers or directors of the Company or its Subsidiaries as in effect as of the date hereof. If the Surviving Company or any of its successors or assigns shall: (x) 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 (y) transfer all or substantially all of its properties and assets to any individual, corporation or other entity, then and in each such case, to the extent necessary, proper provisions shall be made so that the indemnification successors and assigns of the Surviving Company shall assume all of the obligations set forth in this Section 5.11. (b) Parent shall cause the Surviving Company and its Subsidiaries to maintain in effect for six (6) years from the Closing Date directors’ and officers’ liability insurance covering those Persons who are currently covered by the Company’s and its Subsidiaries’ directors’ and officers’ liability insurance for events occurring at or prior to the Effective Time (“D&O Insurance”) on terms not less favorable than such existing insurance coverage; provided that the Surviving Company and its Subsidiaries shall not be required, and Parent shall not be required to cause the Surviving Company and its Subsidiaries, to pay for the D&O Insurance in an annual amount in excess of two hundred fifty percent (250%) of the annual premium currently paid as of the date hereof by the Company Certificate and its Subsidiaries for such insurance; provided, further, that if the annual premiums of such insurance coverage exceed such amount, Parent or the Surviving Company shall be obligated to obtain a policy with the greatest coverage available for a cost not exceeding such maximum amount. Notwithstanding anything to the contrary in this Agreement, the Company Bylaws shall survive the Merger (andand its Subsidiaries will, with Parent’s prior written consent, and at Parent’s request shall, prior to the Effective Time, Parent purchase six (6) years run-off directors’ and officers’ liability insurance that is dedicated to the Company and its Subsidiaries and not shared with any other entity that is unrelated to the Company and its Subsidiaries (“Runoff D&O Insurance”); provided that payment for such insurance coverage provided by such Runoff D&O Insurance shall cause the Certificate of Incorporation and Bylaws not exceed two hundred fifty percent (250%) of the Purchaser to reflect such provisions) and 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 any individual who on or prior to the Effective Time was a director, officer, trustee, fiduciary, employee or agent of the Company or any Company Subsidiary or who served at the request of the Company or any Company 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, unless such amendment or modification is required by Law. The individuals to which this Section 5.10.1 applies shall be intended third party beneficiaries of this Section 5.10.1. Section 5.10.2 For six years from the Effective Time, the Surviving Corporation shall provide to the Company’s directors and officers (annual premium currently paid as of the date hereof by the Company and as its Subsidiaries for such insurance without Parent’s prior written consent. If the cost of the Effective Time) Runoff D&O Insurance would require an insurance expenditure that exceeds such amount and indemnification policy that provides coverage for events occurring prior to the Effective Time (the “D&O Insurance”) that is no less favorable than the Company’s existing policy (true and complete copies which have been previously provided to Parent) or, if substantially equivalent insurance coverage is unavailableParent does not so consent, the best available coverage; provided, however, that the Surviving Corporation shall not be required to pay an aggregate premium for the six years of D&O Insurance in excess of $250,000. 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 for purposes of this Section 5.10.2, which policies provide such directors and officers with coverage for an aggregate period of six 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, Parent Company shall, and Parent shall cause the Surviving Corporation Company to, maintain obtain policies with the greatest coverage available for a cost not exceeding such maximum amount. Any such Runoff D&O Insurance policies will satisfy Parent’s obligation under this Section 5.11(b) to provide D&O Insurance; provided that in full force the event that any claim is brought under such D&O Insurance, the policy shall be maintained until final disposition thereof. (c) Nothing in this Agreement is intended to, shall be construed to or shall release, waive or impair any rights to directors’ and effectofficers’ insurance claims under any policy that is or has been in existence with respect to the Company or any of its Subsidiaries for any of their respective directors, officers or other employees, it being understood and agreed that the indemnification provided for in this Section 5.11 is not prior to or in substitution for any such claims under such policies. (d) This covenant is intended to be for the benefit of, and continue to honor shall be enforceable by, each of the obligations thereunderpast and present officers and directors of the Company and of its Subsidiaries and their respective heirs and legal representatives. The directors rights to indemnification and officers advancement and the other rights provided for herein shall not be deemed exclusive of any other rights to whom this Section 5.10.2 applies shall be intended third party beneficiaries of this Section 5.10.2)which such a Person is entitled, whether pursuant to applicable Law, contract or otherwise.

Indemnification of Directors and Officers. Section 5.10.1 Parent and the Surviving Corporation agree that the indemnification obligations set forth in the Company Certificate and the Company Bylaws shall survive the Merger (and, prior to the Effective Time, Parent shall cause the Certificate of Incorporation and Bylaws of the Purchaser to reflect such provisionsa) and shall not be amended, repealed or otherwise modified for For a period of six years from and after the Effective Time in any manner that would adversely affect Time, (i) Parent will cause the rights thereunder Surviving Company to indemnify and hold harmless all past and present directors, officers and employees of any individual who on or prior the Company and the Company Subsidiaries (the “Indemnified Persons”) to the same extent such Persons are indemnified as of the Effective Time was by the Company and the Company Subsidiaries pursuant to applicable Law, the Company Memorandum, the Company Bye-Laws and indemnification agreements listed on Section 5.9(a) of the Company Disclosure Schedule with each such Indemnified Person arising out of acts or omissions in such Indemnified Person’s capacity as a director, officer, trustee, fiduciary, officer or employee or agent of the Company or any Company Subsidiary occurring at or who served at prior to the request Effective Time, and (ii) Parent will cause the Surviving Company to advance expenses (including reasonable legal fees and expenses) incurred in the defense of any Proceedings with respect to the matters subject to indemnification pursuant to this Section 5.9(a) in accordance with the procedures set forth in the Company Bye-Laws, similar organizational documents of the Company or any Subsidiaries and indemnification agreements listed on Section 5.9(a) of the Company 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, unless such amendment or modification is required by Law. The individuals to which this Section 5.10.1 applies shall be intended third party beneficiaries of this Section 5.10.1Disclosure Schedule. Section 5.10.2 (b) For a period of six years from and after the Effective Time, Parent will cause the memorandum of association and bye-laws of the Surviving Company to contain provisions no less favorable with respect to exculpation and indemnification of directors and officers of the Company and the Company Subsidiaries for periods at or prior to the Effective Time than are currently set forth in the Company Memorandum, Company Bye-Laws and similar organizational documents of the Company Subsidiaries. Parent will cause the indemnification agreements in existence on the date of this Agreement with any Indemnified Person to continue in full force and effect in accordance with their terms following the Effective Time. (c) Prior to the Effective Time, the Surviving Corporation Company shall provide to purchase a prepaid insurance and indemnification policy, for the benefit of each person covered by the Company’s directors currently in force directors’ and officers officers’ liability insurance (as of the date hereof and as of the Effective Time) an insurance and indemnification policy “Current Company D&O Insurance”), that provides coverage for a period of six years from and after the Effective Time for events occurring prior to the Effective Time (that is substantially equivalent to and in any event not less favorable in the “aggregate than those of the Current Company D&O Insurance”) that is no less favorable than the Company’s existing policy (true , and complete copies which have been previously provided for an amount not to Parent) or, if substantially equivalent insurance coverage is unavailable, the best available coverage; provided, however, that the Surviving Corporation shall not be required to pay an aggregate premium for the six years of D&O Insurance in excess of $250,000. The provisions exceed 250% of the immediately preceding sentence shall be deemed to have been satisfied if prepaid policies have been obtained last annual premium paid prior to the Effective Time for purposes date of this Section 5.10.2, which policies provide such directors and officers with coverage for an aggregate period of six years Agreement 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 Agreementcurrent Company D&O Insurance. If such prepaid policies have been obtained prior to the Effective Time, Parent shall, and shall will cause the Surviving Corporation to, Company to maintain such policies prepaid policy in full force and effect, and continue to honor the obligations thereunder. The directors . (d) In the event Parent or the Surviving Company (i) amalgamates or consolidates with or merges into any other Person and officers will 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 whom any Person, then proper provision will be made so that such continuing or surviving corporation or entity or transferee of such assets, as the case may be, will assume the obligations set forth in this Section 5.10.2 applies shall 5.9. (e) The obligations under this Section 5.9 will not be intended terminated or modified in such a manner as to adversely affect any Indemnified Person or other person who is a beneficiary under the Current Company D&O Insurance without the consent of such affected indemnitee (it being expressly agreed that the Indemnified Persons or other persons who are beneficiaries under the Current Company D&O Insurance will be third party beneficiaries of this Section 5.10.25.9). (f) The provisions of this Section 5.9 are intended to be for the benefit of, and will be enforceable after the Effective Time by, each Indemnified Persons or other person who is a beneficiary under the Current Company D&O Insurance and, if and to the extent applicable, his or her heirs and legal representatives. (g) The rights of each Person indemnified pursuant to this Section 5.9 are in addition to, and do not in any way limit, any rights such Persons may have under the Company Memorandum, Company Bye-Laws or any similar organizational documents of any Company Subsidiary, or under any Contract or Law.

Indemnification of Directors and Officers. Section 5.10.1 Parent and the Surviving Corporation agree that the indemnification obligations set forth in the Company Certificate and the Company Bylaws shall survive the Merger (and, prior to a) For a period of six (6) years following the Effective Time, Parent shall cause the Certificate of Incorporation and Bylaws existing provisions of the Purchaser to reflect such provisions) Charter Documents of the Company and its Subsidiaries concerning the elimination of liability and indemnification of directors and/or other persons shall not be amended, repealed or otherwise modified for a period of six years after the Effective Time amended in any manner that would adversely affect the rights thereunder of any individual who on person that is as of the date hereof or prior to the Effective Time was a director, officer, trustee, fiduciary, employee covered as an indemnitee under any such elimination of liability or agent of the Company or any Company Subsidiary or who served at the request of the Company or any Company 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 enterpriseindemnification provisions, unless such amendment or modification is shall be required by applicable Law and then only to the minimum extent required by such Law. (b) Prior to Closing, the Company shall procure with respect to all periods prior to the Closing Date, directors’ and officers’ liability insurance (including “side-A coverage” only) covering those present and former officers and directors of the Company and those present and former officers, directors and managers of the subsidiaries who are currently covered by directors’ and officers’ liability insurance policies on terms no less favorable in the aggregate than the terms of such current insurance coverage, and the cost of such “tail” or other policy shall be included as a Transaction Expense. During the six (6) year period from and after the Closing Date, the Surviving Corporation shall, and Parent shall cause the Surviving Corporation not to cancel or otherwise terminate such “tail” or other policy, and in the event any claim is asserted or made within such six (6) year period, the Surviving Corporation shall, and Parent shall cause the Surviving Corporation such insurance shall be continued in respect of such claim until the final disposition thereof. (c) The individuals to which provisions of this Section 5.10.1 applies 6.12 are (i) intended to be for the benefit of, and shall be intended enforceable by, each person released or entitled to indemnification, or other benefit hereunder, and each such person’s heirs, representatives, successors or assigns, it being expressly agreed that such persons shall be third party beneficiaries of this Section 5.10.1. Section 5.10.2 For six years from the Effective Time6.12, the and (ii) in addition to, and not in substitution for, any other right to indemnification or contribution that any such person may have by contract or otherwise. The Surviving Corporation shall provide to the Company’s directors (and officers (as of the date hereof 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 no less favorable 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 required to pay an aggregate premium for the six years of D&O Insurance in excess of $250,000. 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 for purposes of this Section 5.10.2, which policies provide such directors and officers with coverage for an aggregate period of six 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, Parent shall, and shall cause the Surviving Corporation to), maintain from time to time following the Closing, execute and deliver such policies in full force other documents and effect, instruments and continue take such other actions as may be reasonably requested by the Stockholder Representatives or any D&O Indemnitee to honor implement the obligations thereunder. The directors and officers to whom this Section 5.10.2 applies shall be intended third party beneficiaries provisions of this Section 5.10.2)6.12. (d) Nothing in this Section 6.12 shall prohibit Parent from causing the merger, consolidation, or reorganization of the Company and/or its Subsidiaries.

Indemnification of Directors and Officers. Section 5.10.1 (a) Parent agrees to, and to cause the Surviving Corporation agree to, indemnify and hold harmless all past and present directors, officers, employees and agents (in each case, when acting in such capacity) of the Company (“Covered Persons”) to the same extent such persons would be entitled to be indemnified as of the date of this Agreement by the Company pursuant to the Company Governing Documents and indemnification agreements, if any, in existence on the date of this Agreement with any Covered Persons for acts or omissions occurring at or prior to the Effective Time. Each Covered Person shall be entitled to advancement of expenses incurred in the defense of any claim, action, suit, proceeding or investigation with respect to any matters subject to indemnification hereunder to the same extent such persons are entitled thereto as of the date of this Agreement, provided that any person to whom expenses are advanced undertakes, to the indemnification obligations extent required by the NRS, to repay such advanced expenses if it is ultimately determined that such person is not entitled to indemnification. (b) The articles of incorporation and bylaws 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 Company Certificate Governing Documents. Any indemnification agreements with Covered Persons in existence on the date of this Agreement shall be assumed by the Surviving Corporation in the Merger, without any further action, and the Company Bylaws shall survive the Merger and continue in full force and effect in accordance with their terms. (and, prior to the Effective Time, Parent shall cause the Certificate of Incorporation and Bylaws of the Purchaser to reflect such provisionsc) and shall not be amended, repealed or otherwise modified for For a period of six years after the Effective Time in any manner that would adversely affect the rights thereunder of any individual who on or prior to the Effective Time was a director, officer, trustee, fiduciary, employee or agent of the Company or any Company Subsidiary or who served at the request of the Company or any Company 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, unless such amendment or modification is required by Law. The individuals to which this Section 5.10.1 applies shall be intended third party beneficiaries of this Section 5.10.1. Section 5.10.2 For six years from the Effective Time, the Surviving Corporation shall Parent shall, at Parent’s sole cost and expense, provide to the Company’s current and former directors and officers (as of the date hereof and as of the Effective Time) an insurance and indemnification policy that provides coverage for events occurring prior to on or before the Effective Time (the “D&O Insurance”) that is no less favorable than the Company’s existing policy (true in effect on the date hereof and complete copies which have been previously provided to Parent) is from an insurance carrier with the same or better credit rating as the Company’s existing insurance carrier or, if substantially equivalent insurance coverage is unavailable, the best available coverage; provided, however, that the Surviving Corporation shall not be required to pay an aggregate premium for the six years of D&O Insurance in excess of $250,000. The provisions of the immediately preceding sentence sentences shall be deemed to have been satisfied if prepaid policies have been obtained Parent or the Company obtained, at or prior to the Effective Time for purposes Time, prepaid (or “tail”) D&O Insurance covering such officers and directors, including in connection with the approval of this Section 5.10.2Agreement and the Transactions, which policies provide such directors and officers with coverage no less favorable than those of the Company’s policies in effect on the date of this Agreement for an aggregate period of at least six 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 the Company obtained tail D&O Insurance prior to the Effective Time, Parent shall, and shall cause the Surviving Corporation to, maintain such policies tail D&O Insurance in full force and effecteffect for six years after the Effective Time, and continue to honor the obligations thereunder. . (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, and in each such 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 5.12. (e) The directors and officers obligations under this Section 5.12 shall not be terminated or modified in such a manner as to affect adversely any Covered Person to whom this Section 5.10.2 5.12 applies without the consent of such affected Covered Person (it being expressly agreed that the Covered Persons to whom this Section 5.12 applies and their respective heirs, successors and assigns shall be intended third express third-party beneficiaries of this Section 5.10.25.12). The provisions of this Section 5.12 shall survive the consummation of the Merger.

Indemnification of Directors and Officers. Section 5.10.1 Parent (a) Acquiror agrees that all rights to indemnification or exculpation now existing in favor of the directors, officers, employees and agents of SCB or SC Bank as provided in their respective articles of incorporation, bylaws, indemnification agreements or otherwise in effect as of the Surviving Corporation agree that the indemnification obligations set forth in the Company Certificate and the Company Bylaws shall survive the Merger (and, date hereof with respect to matters occurring prior to the Effective Time, Parent shall cause survive the Certificate of Incorporation and Bylaws of the Purchaser to reflect such provisions) Merger and shall not be amended, repealed or otherwise modified continue in full force and effect for a period of six years after the Effective Time in any manner that would adversely affect the rights thereunder of any individual who on or prior to the Effective Time was a director, officer, trustee, fiduciary, employee or agent of the Company or any Company Subsidiary or who served at the request of the Company or any Company 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, unless such amendment or modification is required by Law. The individuals to which this Section 5.10.1 applies shall be intended third party beneficiaries of this Section 5.10.1. Section 5.10.2 For six years from following the Effective Time; PROVIDED, HOWEVER, that in no event shall Acquiror be obligated to expend, in order to maintain or provide insurance coverage pursuant to this Subsection 7.4(a), any amount for such six year period in excess of 200% of the Surviving Corporation shall provide to amount of the Company’s directors and officers (annual premiums paid as of the date hereof by SCB for such insurance (the "MAXIMUM AMOUNT"). If the amount of the premiums necessary to maintain or procure such insurance coverage exceeds the Maximum Amount, Acquiror shall use reasonable best efforts to maintain the most advantageous policies of directors' and officers' insurance obtainable for a premium equal to the Maximum Amount. Acquiror further agrees that, during such six year period, to the greatest extent permitted by applicable law, regulations and their respective organizational documents or bylaws as in effect of the date hereof, they shall indemnify, defend and hold harmless individuals who were officers and directors of SCB or SC Bank as of the Effective Time) an insurance and indemnification policy that provides coverage for events occurring date hereof or immediately prior to the Effective Time (the “D&O Insurance”) that is no less favorable than the Company’s existing policy (true and complete copies which have been previously provided to Parent) or, if substantially equivalent insurance coverage is unavailablecollectively, the best available coverage; provided"INDEMNIFIED PARTIES") for any claim or loss arising out of their actions while a director or officer, howeverincluding any acts relating to this Agreement, and shall pay, as and when incurred, the expenses, including attorneys' fees, of such individuals in advance of the final resolution of any claim, provided such individuals shall first execute an undertaking acceptable to Acquiror to return such advances in the event it is finally concluded such indemnification is not allowed under applicable law. (b) Any Indemnified Party wishing to claim indemnification under Section 7.4(a), upon learning of any such claim, action, suit, proceeding or investigation, shall promptly notify the Acquiror thereof, but the failure to so notify shall not relieve the Acquiror of any liability it may have to such Indemnified Party except to the extent that Acquiror is materially prejudiced thereby. In the Surviving Corporation event of any such claim, action, suit, proceeding or investigation (whether arising before or after the Effective Time), (i) Acquiror shall have the right to assume the defense thereof and Acquiror shall not be required 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 the defense thereof, except that if Acquiror elects not to assume such defense or counsel for the Indemnified Parties advises that there are issues which raise conflicts of interest between Acquiror and the Indemnified Parties, the Indemnified Parties may retain counsel satisfactory to them, and Acquiror shall pay the reasonable fees and expenses of such counsel for the Indemnified Parties promptly as statements therefor are received to the extent permitted under California law; PROVIDED, HOWEVER, that Acquiror shall be obligated pursuant to this paragraph (b) to pay an aggregate premium for only one firm of counsel for all Indemnified Parties in any jurisdiction unless the six years use of D&O Insurance one counsel for such Indemnified Parties would present such counsel with a conflict of interest and (ii) the Indemnified Parties shall cooperate in excess the defense of $250,000. 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 for purposes of this Section 5.10.2, which policies provide any such directors and officers with coverage for an aggregate period of six 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, Parent shall, and shall cause the Surviving Corporation to, maintain such policies in full force and effect, and continue to honor the obligations thereunder. The directors and officers to whom this Section 5.10.2 applies shall be intended third party beneficiaries of this Section 5.10.2)matter.

Indemnification of Directors and Officers. Section 5.10.1 Parent (a) From and the Surviving Corporation agree that the indemnification obligations set forth in the Company Certificate and the Company Bylaws shall survive the Merger (and, prior to the Effective Time, Parent shall cause the Certificate of Incorporation and Bylaws of the Purchaser to reflect such provisions) and 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 any individual who on or prior to the Effective Time was a director, officer, trustee, fiduciary, employee or agent of the Company or any Company Subsidiary or who served at the request of the Company or any Company 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, unless such amendment or modification is required by Law. The individuals to which this Section 5.10.1 applies shall be intended third party beneficiaries of this Section 5.10.1. Section 5.10.2 For six years from the Effective Time, the Surviving Corporation shall provide to the Company’s directors and officers (as of the date hereof 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 no less favorable 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 required to pay an aggregate premium for the six years of D&O Insurance in excess of $250,000. 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 for purposes of this Section 5.10.2, which policies provide such directors and officers with coverage for an aggregate period of six 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, Parent shall, and shall cause the Surviving Corporation to, maintain such policies indemnify and hold harmless the individuals who at any time prior to the Effective Time were directors or officers of the Company or any of its present or former subsidiaries (the “Indemnified Parties”) against any costs or expenses (including reasonable attorney’s fees), judgments, fines, losses, claims, damages or liabilities in full force and effectconnection with actions or omissions occurring at or prior to the Effective Time (including, without limitation, the transactions contemplated by this Agreement) to the fullest extent permitted by law, and continue Parent shall, and shall cause the Surviving Corporation to, promptly advance expenses as incurred to honor the fullest extent permitted by law. The certificate of incorporation and bylaws of the Surviving Corporation shall contain the provisions with respect to indemnification set forth in the certificate of incorporation and bylaws of the Company on the date of this Agreement, which provisions thereafter shall not, for a period of at least six years from the Effective Time, be amended, repealed or otherwise modified in any manner that would adversely affect the rights thereunder of the Indemnified Parties, unless such modification is required by law. (b) Parent shall cause to be maintained in effect for not less than six (6) years from the Effective Time the current policies of directors’ and officers’ liability insurance and fiduciary liability insurance maintained by the Company and the Company’s subsidiaries for the Indemnified Parties and any other employees, agents or other individuals otherwise covered by such insurance policies prior to the Effective Time (collectively, the “Insured Parties”) with respect to matters occurring at or prior to the Effective Time (including, without limitation, the transactions contemplated by this Agreement); provided that Parent may substitute therefor policies of substantially the same coverage containing terms and conditions which are no less advantageous to the Insured Parties; provided, further, that in no event shall Parent or the Surviving Corporation be required to expend pursuant to this Section 7.7(b) more than an amount per year equal to 300% of the annual premiums paid as of the date hereof by the Company for such insurance. (c) This Section 7.7 is intended to benefit the Insured Parties, including the Indemnified Parties, and shall be binding on all successors and assigns of Parent, Newco, the Company and the Surviving Corporation. Parent hereby guarantees the payment and performance by the Surviving Corporation of the indemnification and other obligations pursuant to this Section 7.7 and the certificate of incorporation and bylaws of the Surviving Corporation. (d) In 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 person of such consolidation or merger or (ii) transfers or conveys a majority of its properties and assets to any person, then, and in each such case, proper provision shall be made so that the successors, assigns and transferees of Parent or the Surviving Corporation or their respective successors or assigns, as the case may be, assume the obligations thereunder. The directors and officers to whom set forth in this Section 5.10.2 applies shall be intended third party beneficiaries of this Section 5.10.2)7.7.

Indemnification of Directors and Officers. Section 5.10.1 5.12.1 From and after the Effective Time, Parent agrees to, and to cause the Surviving Corporation agree to, indemnify and hold harmless all past and present directors and officers (in each case, when acting in such capacity) of the Company (“Covered Persons”) to the same extent such persons are indemnified as of the date of this Agreement by the Company pursuant to the Company Governing Documents and indemnification agreements, if any, in existence on the date of this Agreement with any Covered Persons for acts or omissions occurring at or prior to the Effective Time; provided, however, that Parent agrees to, and to cause the Surviving Corporation to, indemnify and hold harmless such persons to the fullest extent permitted by Law for acts or omissions occurring in connection with the approval of this Agreement and the consummation of the Transactions. Each Covered Person shall be entitled to advancement of expenses incurred in the defense of any claim, action, suit, proceeding or investigation with respect to any matters subject to indemnification obligations hereunder, provided that any person to whom expenses are advanced undertakes, to the extent required by the DGCL, to repay such advanced expenses if it is ultimately determined that such person is not entitled to indemnification. Section 5.12.2 The certificate of incorporation and bylaws of the Surviving Corporation shall contain provisions no less favorable with respect to indemnification, advancement of expenses and exculpation of Covered Persons then are currently set forth in the Company Certificate Governing Documents. Any indemnification agreements with Covered Persons in existence on the date of this Agreement shall be assumed by the Surviving Corporation in the Merger, without any further action, and the Company Bylaws shall survive the Merger (and, prior to the Effective Time, Parent shall cause the Certificate of Incorporation and Bylaws of the Purchaser to reflect such provisions) continue in full force and shall not be amended, repealed or otherwise modified for a period of six years after the Effective Time effect in any manner that would adversely affect the rights thereunder of any individual who on or prior to the Effective Time was a director, officer, trustee, fiduciary, employee or agent of the Company or any Company Subsidiary or who served at the request of the Company or any Company 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, unless such amendment or modification is required by Law. The individuals to which this Section 5.10.1 applies shall be intended third party beneficiaries of this Section 5.10.1accordance with their terms. Section 5.10.2 5.12.3 For six (6) years from the Effective Time, the Surviving Corporation shall provide to the Company’s current directors and officers (as of the date hereof and as of the Effective Time) an insurance and indemnification policy that provides coverage for events occurring prior to on or before the Effective Time (the “D&O Insurance”) that is no less favorable than the Company’s existing policy (true and complete copies which have been previously provided to Parent) is from an insurance carrier with the same or better credit rating as the Company’s existing insurance carrier or, if substantially equivalent insurance coverage is unavailable, the best available coverage; provided, however, that the Surviving Corporation shall not be required to pay an aggregate premium for the six years of D&O Insurance in excess of $250,000. The provisions of the immediately preceding sentence shall be deemed to have been satisfied if prepaid policies have been obtained the Company obtained, at or prior to the Effective Time for purposes of this Section 5.10.2Time, which policies provide such directors prepaid (or “tail”) D&O Insurance covering each current officer and officers with coverage for an aggregate period of six years with respect to claims arising from facts or events that occurred on or before the Effective Timedirector, including, without limitation, in connection with the approval of this Agreement and the Transactions, on terms with respect to such coverage and amounts no less favorable than those of such policies in effect on the transactions contemplated by date of this Agreement. If such prepaid policies have tail D&O Insurance has been obtained prior to the Effective Time, Parent shall, and shall cause the Surviving Corporation to, maintain such policies tail D&O Insurance in full force and effecteffect for six (6) years after the Effective Time, and continue to honor the obligations thereunder. The directors and officers obligations under this Section 5.12.3 shall not be terminated or modified in such a manner as to affect adversely any indemnitee to whom this Section 5.10.2 5.12.3 applies without the consent of such affected indemnitee (it being expressly agreed that the indemnitees to whom this Section 5.12.3 applies and their respective heirs, successors and assigns shall be intended third express third-party beneficiaries of this Section 5.10.25.12.3). Section 5.12.4 In the event Parent or the Surviving Corporation (A) 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 (B) 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 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.

Indemnification of Directors and Officers. Section 5.10.1 (a) Parent and the Surviving Corporation Merger Sub agree that the all rights to exculpation, indemnification obligations set forth in the Company Certificate and the Company Bylaws shall survive the Merger (and, advancement of expenses for acts or omissions occurring at or prior to the Effective Time, Parent shall cause whether asserted or claimed prior to, at or after the Certificate Effective Time (including in respect of Incorporation any matters arising in connection with this Agreement and Bylaws the transactions contemplated hereby), existing as of the Purchaser to reflect such provisionsdate of this Agreement in favor of the current, former or future directors, officers, or employees, as the case may be (each, a “D&O Indemnified Person”) of the Company or its Subsidiaries as provided in their respective Organizational Documents shall survive the Merger and shall not be amended, repealed or otherwise modified for continue in full force and effect. For a period of six (6) years after the Effective Time in any manner that would adversely affect the rights thereunder of any individual who on or prior to the Effective Time was a director, officer, trustee, fiduciary, employee or agent of the Company or any Company Subsidiary or who served at the request of the Company or any Company 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, unless such amendment or modification is required by Law. The individuals to which this Section 5.10.1 applies shall be intended third party beneficiaries of this Section 5.10.1. Section 5.10.2 For six years from the Effective Time, (i) Parent shall not, and shall not permit the Surviving Corporation shall provide or any of its Subsidiaries to, amend, repeal or modify any provision in the Surviving Corporation’s or any of its Subsidiaries’ Organizational Documents relating to the Company’s directors and officers (as exculpation, indemnification or advancement of the date hereof and as expenses of the Effective Time) an insurance and indemnification policy that provides coverage for events occurring prior to the Effective Time (the “any D&O Insurance”) that is no less favorable 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 required to pay an aggregate premium for the six years of D&O Insurance in excess of $250,000. 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 for purposes of this Section 5.10.2, which policies provide such directors and officers with coverage for an aggregate period of six years Indemnified Person with respect to claims arising from facts acts or events that occurred on omissions occurring at 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, whether asserted or claimed prior to, at or after the Effective Time (including in respect of any matters arising in connection with this Agreement and the transactions contemplated hereby), unless and only to the extent required by Applicable Law, it being the intent of the parties that all such D&O Indemnified Persons shall continue to 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 be made that will adversely affect any such Person’s right thereto without the prior written consent of that Person and (ii) Parent shall, and shall cause the Surviving Corporation and its Subsidiaries to, maintain such policies any indemnification agreements of the Company and its Subsidiaries with any D&O Indemnified Person existing prior to the date of this Agreement. (b) In addition to the other rights provided for in full force and effect, and continue to honor the obligations thereunder. The directors and officers to whom this Section 5.10.2 applies 7.7 and not in limitation thereof, for six (6) years from and after the Effective Time, to the fullest extent permitted by Applicable Law, Parent shall cause the Surviving Corporation to (i) indemnify and hold harmless (and exculpate and release from any liability to Parent or the Surviving Corporation or any of their respective Subsidiaries) the D&O Indemnified Persons against all D&O Expenses (as defined below) and all losses, claims, damages, judgments, fines, penalties and amounts paid in settlement (“D&O Losses”) in respect of any threatened, pending or completed Proceeding, based on, arising out of, relating to or in connection with the fact that such Person is or was a director, officer, employee or other fiduciary of the Company or any of its Subsidiaries or of any other entity arising out of or relating to acts or omissions occurring or existing (or alleged to have occurred or existed) at or prior to the Effective Time (including in respect of acts or omissions in connection with this Agreement and the transactions contemplated hereby) (a “D&O Indemnifiable Claim”) and (ii) advance, interest-free, to such D&O Indemnified Persons all D&O Expenses incurred in connection with any D&O Indemnifiable Claim promptly after receipt of statements therefor and upon receipt of a customary undertaking by such D&O Indemnified Person to repay such D&O Expenses so advanced if it is determined by a final non-appealable judgment or a court of competent jurisdiction that such D&O Indemnified Person was or is not entitled to be intended third party beneficiaries indemnified under Applicable Law. Advance payment of D&O Expenses in connection with any D&O Indemnifiable Claims shall continue until such D&O Indemnifiable Claim is disposed of or all judgments, Orders, decrees or other rulings in connection with such D&O Indemnifiable Claim become final and nonappealable and are fully and finally satisfied. For the purposes of this Section 5.10.27.7, “D&O Expenses” shall include reasonable and documented out-of-pocket costs and expenses, including reasonable attorneys’ fees, expert fees, arbitrator and mediator fees, and all other reasonable and documented out-of-pocket costs, charges and expenses paid or incurred in connection with investigating, defending, being a witness in or otherwise participating in (including on appeal), or preparing to defend, to be a witness in or participate in, any D&O Indemnifiable Claim, but shall exclude losses, claims, damages, judgments, fines, penalties and amounts paid in settlement (which items are included in the definition of D&O Losses). (c) The Company shall obtain prior to the Effective Time at Parent’s sole cost and expense, a policy of directors’ and officers’ liability insurance and fiduciary liability insurance on behalf of the persons currently covered by the Company’s and its Subsidiaries’ directors’ and officers’ liability insurance and fiduciary liability insurance policies with respect to acts or omissions occurring or existing (or alleged to have occurred or existed) at or prior to the Effective Time (including in connection with this Agreement or the transactions contemplated hereby) for six (6) years from the Effective Time with terms, conditions, retentions and levels of coverage (including as coverage relates to deductibles and exclusions) no less favorable, in the aggregate, as the Company’s and its Subsidiaries’ existing directors’ and officers’ liability insurance and fiduciary liability insurance policies; provided, however, that if the annual premium for such insurance at any time during such period shall exceed three hundred percent (300%) of the per annum rate of premium paid by the Company and its Subsidiaries as of the date hereof for such insurance, then Parent shall only be obligated to provide such coverage as shall then be available at an annual premium equal to three hundred percent (300%) of such rate. (d) In the event that Parent or the Surviving Corporation or any of their respective successors or assigns (i) consolidates with or merges into any other Person and is not the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers or conveys fifty percent (50%) or more of its properties and other assets to any Person (including by liquidation, dissolution or assignment for the benefit of creditors or similar action), then, and in each such case, Parent or the Surviving Corporation, as the case may be, shall cause proper provision to be made so that the applicable successors and assigns or transferees expressly assume the obligations set forth in this Section 7.7. (e) The Surviving Corporation shall be a full indemnitor of first resort, shall be required to advance the full amount of all D&O Expenses incurred by a D&O Indemnified Person and shall be liable for the full amount of all D&O Losses to the extent legally permitted and as required, without regard to any rights a D&O Indemnified Person may have against any other Company Related Party, any insurer providing insurance coverage under an insurance policy issued to any other Company Related Party or otherwise. (f) Notwithstanding anything to the contrary contained herein or otherwise, the rights and benefits of each D&O Indemnified Person under this Section 7.7 shall not be terminated or modified in any manner as to adversely affect any D&O Indemnified Person without the prior written consent of such D&O Indemnified Person. The provisions of this Section 7.7 are intended to be for the benefit of, and shall be enforceable by, each D&O Indemnified Person referred to in Section 7.7(a), his or her heirs and his or her executors and administrators, each of whom is an intended third-party beneficiary of this Section 7.7, and are in addition to, and not in substitution for, any other rights, including rights to indemnification or contribution that any such Person may have by Contract or otherwise. The provisions of this Section 7.7 shall survive the consummation of the Merger.

Indemnification of Directors and Officers. Section 5.10.1 Parent and (a) Purchaser agrees that all rights to indemnification for acts or omissions occurring prior to the Surviving Corporation agree that Offer Closing Date existing as of the indemnification obligations set forth date hereof in favor of the current or former directors or officers of the Company Certificate and the Company Bylaws its Subsidiaries as provided in their respective certificates of incorporation or bylaws shall survive the Merger (and, prior to the Effective Time, Parent shall cause the Certificate of Incorporation and Bylaws of the Purchaser to reflect such provisions) and shall not be amended, repealed or otherwise modified continue in full force and effect in accordance with their terms for a period of six years after from the Effective Time in any manner that would adversely affect the rights thereunder Offer Closing Date. Parent shall cause to be maintained for a period of any individual who on or prior to the Effective Time was a director, officer, trustee, fiduciary, employee or agent of the Company or any Company Subsidiary or who served at the request of the Company or any Company 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, unless such amendment or modification is required by Law. The individuals to which this Section 5.10.1 applies shall be intended third party beneficiaries of this Section 5.10.1. Section 5.10.2 For six years from the Effective Time, the Surviving Corporation shall provide to Offer Closing Date the Company’s directors 's current directors' and officers (as of the date hereof and as of the Effective Time) an officers' insurance and indemnification policy (the "D&O Insurance") and the current fiduciary liability insurance policy (the "Fiduciary Insurance") (provided that provides Parent may substitute therefor policies or financial guarantees with reputable and financially sound carriers or other obligors of at least the same coverage and amounts containing terms and conditions which are no less advantageous) to the extent that such insurance policies provide coverage for events occurring prior to the Effective Time for all persons who are directors and officers of the Company on the date of this Agreement, so long as the aggregate amount to be paid by the Company after the date of this Agreement for such D&O Insurance and Fiduciary Insurance during such six-year period would not be in excess of $350,000 and $150,000, respectively. If, during such six-year period, such insurance coverage cannot be obtained at all or can only be obtained for an aggregate amount (including all amounts paid by the “Company after the date of this Agreement) in excess of $350,000, in the case of D&O Insurance”, and $150,000, in the case of Fiduciary Insurance, Parent shall use all reasonable efforts to cause to be obtained as much D&O Insurance and Fiduciary Insurance as can be obtained for the remainder of such six-year period for an aggregate amount (including all amounts paid by the Company after the date of this Agreement) that is not in excess of $350,000 and $150,000, respectively, on terms and conditions no less favorable advantageous than the Company’s existing policy D&O Insurance and the existing Fiduciary Insurance, respectively. (true b) If any claim or claims shall, subsequent to the Offer Closing Date and complete copies which within six years thereafter, be made in writing against any present or former director or officer of the Company based on or arising out of the services of such Person prior to the Offer Closing Date in the capacity of such Person as a director or officer of the Company (and such director or officer shall have been previously provided to Parent) or, if substantially equivalent insurance coverage is unavailablegiven Parent written notice of such claim or claims within such six year period), the best available coverage; providedprovisions of subsection (a) of this Section respecting the rights to indemnity for current or former directors or officers under the certificate of incorporation and bylaws of the Company and its Subsidiaries shall continue in effect until the final disposition of all such claims. AGREEMENT AND PLAN OF MERGER (c) Notwithstanding anything to the contrary in this Section 7.13, however, that neither Parent nor the Surviving Corporation shall be liable for any settlement effected without its written consent, which shall not be required to pay an aggregate premium for the six years of D&O Insurance in excess of $250,000. unreasonably withheld. (d) The provisions of this Section 7.13 are intended to be for the immediately preceding sentence benefit of, and shall be deemed enforceable by, each Person entitled to have been satisfied if prepaid policies have been obtained prior indemnification hereunder and the heirs and representatives of such Person. (e) Parent shall not permit the Surviving Corporation to merge or consolidate with any other Person unless the Effective Time for purposes Surviving Corporation shall ensure that the surviving or resulting entity assumes the obligations imposed by subsections (a) and (b) of this Section 5.10.2, which policies provide such directors and officers with coverage for an aggregate period of six 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, Parent shall, and shall cause the Surviving Corporation to, maintain such policies in full force and effect, and continue to honor the obligations thereunder. The directors and officers to whom this Section 5.10.2 applies shall be intended third party beneficiaries of this Section 5.10.2)7.13.

Indemnification of Directors and Officers. Section 5.10.1 Parent (a) From and the Surviving Corporation agree that the indemnification obligations set forth in the Company Certificate and the Company Bylaws shall survive the Merger (and, prior to after the Effective Time, Parent shall, and in addition shall cause the Certificate of Incorporation Surviving Corporation to, indemnify, defend and Bylaws hold harmless the present and former officers and directors of the Purchaser Company (each an "Indemnified Party") against all losses, expenses (including reasonable attorneys' fees), claims, damages or liabilities and amounts paid in settlement in accordance with the terms of this Section 6.8 arising out of actions or omissions occurring on or prior to reflect the Effective Time (including, without limitation, the transactions contemplated by this Agreement), whether asserted or claimed prior to, at or after the Effective Time, to the fullest extent permitted by law, including as provided for in their respective certificates of incorporation or bylaws (or comparable organizational documents) as in effect as of the Effective Time (and shall also advance expenses as incurred to the fullest extent permitted under applicable law, provided that, if required under applicable law, the Person to whom expenses are advanced provides an undertaking to repay such provisions) advances if it is ultimately determined that such Person is not entitled to indemnification). Without limiting the foregoing, Parent acknowledges and agrees that, to the extent permitted by Delaware law, it shall indemnify and hold harmless, from and after the Effective Time, the officers and directors of the Company from and against any claim that they have breached the fiduciary duty to the Company or its shareholders as a result of their approval of this Agreement and the transactions contemplated thereby. The articles of incorporation and bylaws of the Surviving Corporation shall contain, and Parent shall cause the Surviving Corporation to fulfill and honor, provisions with respect to indemnification and exculpation that are at least as favorable to the Indemnified Parties as those set forth in the articles of incorporation and bylaws of the Company as of the date of this Agreement, which provisions shall not be amended, repealed or otherwise modified for a period of six three (3) years after from the Effective Time in any manner that would adversely affect the rights thereunder of any individual who on or prior to the Effective Time was a director, officer, trustee, fiduciary, employee or agent of the Company or any Company Subsidiary or who served at the request of the Company or any Company 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, unless such amendment or modification is required by Law. The individuals to which this Section 5.10.1 applies shall be intended third party beneficiaries of this Section 5.10.1Indemnified Parties. Section 5.10.2 For six years from the Effective Time, (b) Parent shall cause the Surviving Corporation shall provide to maintain in effect for not less than three (3) years the current policies of directors' and officers' liability insurance and fiduciary liability insurance maintained by the Company’s directors , Parent and officers (as of the date hereof and as of the Effective Time) an insurance and indemnification policy that provides coverage for events their subsidiaries with respect to matters occurring prior to the Effective Time (the “D&O Insurance”) that is no less favorable 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 coverageTime; provided, however, that Parent may substitute therefor policies covering the Indemnified Parties with coverage in amount and scope substantially similar to such existing policies; provided further, that in no event shall Parent be required to pay aggregate premiums for insurance under this Section 6.8(b) in excess of 125% of amount of aggregate premiums paid by the Company in 2000 on the annualized basis for such purpose. (c) If Parent or the Surviving Corporation or any of its 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 or the Surviving Corporation shall not be required to pay an aggregate premium for the six years of D&O Insurance in excess of $250,000. The provisions assume all of the immediately preceding sentence shall be deemed to have been satisfied if prepaid policies have been obtained prior to the Effective Time for purposes of obligations set forth in this Section 5.10.2, which policies provide such directors and officers with coverage for an aggregate period of six 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, Parent shall, and shall cause the Surviving Corporation to, maintain such policies in full force and effect, and continue to honor the obligations thereunder. The directors and officers to whom this Section 5.10.2 applies shall be intended third party beneficiaries of this Section 5.10.2)6.8.

Indemnification of Directors and Officers. Section 5.10.1 Parent and the Surviving Corporation agree that the indemnification obligations set forth in the Company Certificate and the Company Bylaws shall survive the Merger (and, prior to a) For six years after the Effective Time, Parent shall cause provide indemnification and exculpation for (i) each person who is now or has been prior to the Certificate of Incorporation and Bylaws date hereof or who becomes prior to the Effective Time an officer or director of the Purchaser Company or any of its Subsidiaries, and (ii) those individuals party to reflect indemnification agreements listed on Section 5.9 of the Company Disclosure Schedule (the “Indemnified Parties”) which is at least as favorable to such provisionsperson as the exculpation and indemnification provided to the Indemnified Parties by the Company and its Subsidiaries immediately prior to the date of this Agreement in the applicable Company Charter, Company Bylaws, Subsidiaries Governance Documents and the indemnification agreements set forth in Section 5.9 of the Company Disclosure Schedule that each Indemnified Party has with the Company, as in effect on the date hereof. (b) and Parent shall not either (i) cause to be amendedmaintained in effect, repealed or otherwise modified for a period of six years after the Effective Time in any manner that would adversely affect Time, the rights thereunder current policy of any individual who the Company’s directors’ and officers’ and fiduciary liability insurance described on Section 5.9 of the Company Disclosure Schedule (the “Current D&O Policy”) covering acts or omissions at or prior to the Effective Time was with respect to those persons who are currently covered by the Current D&O Policy, or (ii) obtain, in consultation with the Company, a directorprepaid (or “tail”) directors’ and officers’ liability insurance policy covering acts or omissions at or prior to the Effective Time for a period of six years after the Effective Time, officerwith respect to those persons who are currently covered by the Current D&O Policy on terms with respect to such coverage and amounts no less favorable to such indemnified persons than those of the Current D&O Policy; provided, trustee, fiduciary, employee that (A) this Section 5.9(b) shall not extend or agent otherwise increase obligations of the Company to provide coverage for acts or omissions of directors or officers of any Person acquired by the Company prior to the date of this Agreement beyond the terms provided for in the agreements with respect to such transactions; (B) Parent may substitute one or more policies for the Current D&O Policy, so long as such substitute policies have at least the same coverage and amounts and contain terms and conditions which are no less advantageous to the persons currently covered by the Current D&O Policy; (C) Parent shall not be required to pay any annual premium for the Current D&O Policy or any Company Subsidiary or who served at the request substitutes with respect thereto in excess of 250% of the Company annual premium to be in effect after the date hereof; and (D) if the premium for the Current D&O Policy or any Company Subsidiary as substitutes therefor exceeds such amount, Parent shall purchase a director, officer, trustee, partner, fiduciary, employee or agent of another corporation, partnership, joint venture, trust, pension or other employee benefit plan or enterprise, unless substitute policy with the greatest coverage available for such amendment or modification is required by Law. 250% amount. (c) The individuals to which obligations under this Section 5.10.1 5.9 shall not be terminated or modified in such a manner as to adversely affect any Indemnified Party to whom this Section 5.9 applies without the consent of such affected Indemnified Party (it being expressly agreed that the Indemnified Party to whom this Section 5.9 applies shall be intended third party beneficiaries of this Section 5.10.1. Section 5.10.2 For six years from the Effective Time, the Surviving Corporation shall provide to the Company’s directors and officers (as of the date hereof 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 no less favorable 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 required to pay an aggregate premium for the six years of D&O Insurance in excess of $250,000. 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 for purposes of this Section 5.10.2, which policies provide such directors and officers with coverage for an aggregate period of six 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, Parent shall, and shall cause the Surviving Corporation to, maintain such policies in full force and effect, and continue to honor the obligations thereunder. The directors and officers to whom this Section 5.10.2 applies shall be intended third party beneficiaries of this Section 5.10.25.9).

Indemnification of Directors and Officers. Section 5.10.1 (a) For a period beginning at the Effective Time and ending on the sixth anniversary of the Effective Time, Parent and the Surviving Corporation agree Company shall indemnify and hold harmless all former and current 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 pursuant to applicable Law, the Company Charter, the Company Bylaws, 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 Parent agrees, and Parent will cause the Surviving Company to, indemnify and hold harmless such persons to the fullest extent permitted by Law for acts or omissions occurring in connection with the approval of this Agreement and the consummation of the transactions contemplated hereby. Parent and the Surviving Company 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 obligations pursuant to this Section 5.11 in accordance with the procedures and limitations set forth in the Company Certificate Charter, the Company Bylaws, 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; provided, however, that the director, officer or employee to whom expenses are advanced undertakes to repay such advanced expenses to Parent and the Surviving Company if it is ultimately determined that such director, officer or employee is not entitled to indemnification pursuant to this Section 5.11(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 anniversary of the Effective Time, the provisions of this Section 5.11(a) shall continue in effect until the final disposition of such claim, action, suit, proceeding or investigation. (b) For not less than six years from and after the Effective Time, the governing documents of the Surviving Company shall contain provisions no less favorable with respect to exculpation, indemnification and advancement of expenses of directors, officers and employees of the Company for periods at or prior to the Effective Time than are currently set forth in the Company Charter and the Company Bylaws 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 or any Company Subsidiary shall survive be assumed by the Merger Surviving Company, without any further action, and shall continue in full force and effect in accordance with their terms following the Effective Time. (andc) 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, Parent shall cause to obtain and fully pay the Certificate of Incorporation and Bylaws of the Purchaser to reflect such provisions) and shall not be amended, repealed or otherwise modified premium for a period of six years after the Effective Time in any manner that would adversely affect the rights thereunder of any individual who on or prior to the Effective Time was a director, officer, trustee, fiduciary, employee or agent of the Company or any Company Subsidiary or who served at the request of the Company or any Company 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, unless such amendment or modification is required by Law. The individuals to which this Section 5.10.1 applies shall be intended third party beneficiaries of this Section 5.10.1. Section 5.10.2 For six years from the Effective Time, the Surviving Corporation shall provide to the Company’s directors and officers (as of the date hereof and as of the Effective Time) an insurance and indemnification policy that provides coverage for a period of six years from and after the Effective Time for events occurring prior to the Effective Time (the “D&O Insurance”) that is no 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 annual premium payable by the Company for any such policy shall not exceed 250% of the last annual premium paid by the Company for comparable director and officer insurance coverage prior to the date of this Agreement but in such case may purchase as much coverage as is available for such amount. If the Company is unable to purchase such D&O Insurance prior to the Effective Time, the Surviving Company shall, and Parent shall cause the Surviving Company to, as of the Effective Time, obtain and fully pay the premium for D&O Insurance that is 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 Company shall not be required to pay an aggregate annual premium for the six years of D&O Insurance in excess of $250,000. The provisions 250% of the immediately preceding sentence shall be deemed to have been satisfied if prepaid policies have been obtained last annual premium paid by the Company for comparable director and officer insurance coverage prior to the Effective Time for purposes date of this Section 5.10.2Agreement, which policies provide but in such directors and officers with case shall purchase as much coverage as is available for an aggregate period of six 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 Agreementsuch amount. If such prepaid policies have been obtained prior to the Effective Time, Parent shall, and The Surviving Company shall cause the Surviving Corporation to, maintain such policies in full force and effect, and continue to honor the obligations thereunder. thereunder for a period of not less than six years from and after the Effective Time. (d) In the event Parent or the Surviving Company (i) consolidates with or merges into any other Person and shall not be the continuing or surviving company 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 company or entity or transferee of such assets, as the case may be, shall assume the obligations set forth in this Section 5.11. (e) The directors obligations under this Section 5.11 shall not be terminated or modified in such a manner as to adversely affect any former or current directors, officers and officers employees of the Company to whom this Section 5.10.2 5.11 applies shall be intended without the consent of such affected Person (it being expressly agreed that the persons to whom this Section 5.11 applies are express third party beneficiaries of this Section 5.10.25.11). (f) In the event of any breach by the Surviving Company or Parent of this Section 5.11, the Surviving Company or Parent shall pay all reasonable expenses, including attorneys’ fees, that may be incurred by any former or current directors, officers and employees of the Company in enforcing the indemnity and other obligations provided in this Section 5.11 as such fees are incurred upon the written request of such person.

Indemnification of Directors and Officers. Section 5.10.1 Parent (a) Acquiror and the Surviving Corporation from and after the Effective Time assume and agree that the to be bound by any indemnification obligations set forth provisions now existing in the Company Certificate and Articles of Incorporation or Bylaws of Target for the Company Bylaws benefit of any individual who served as a director or officer of Target at any time prior to the Effective Time (the "Indemnified Parties"), which provisions shall survive the Merger and shall continue in full force and effect. The foregoing provisions of this Section 5.14(a) shall not prevent any amendment of such indemnification provisions in the articles of incorporation of the Surviving Corporation or any termination of such indemnification provisions as a result of a merger, dissolution or other similar transaction involving the Surviving Corporation; provided that any such amendment or termination shall not limit in any way the obligations of Acquiror and the Surviving Corporation to provide indemnification under this Section 5.14(a); and provided further that the indemnification provisions now existing in the Articles of Incorporation or Bylaws of Target shall be deemed to survive notwithstanding such amendment or termination. (andb) For six years after the Effective Time, Acquiror will, and will cause the Surviving Corporation to use its reasonable best efforts to provide officers' and directors' liability insurance in respect of acts or omissions occurring on or prior to the Effective Time covering each such person currently covered by Target's officers' and directors' liability insurance policy on terms substantially similar to those of such policy in effect on the date hereof, provided that in satisfying its obligation under this Section 5.14, Acquiror shall not be obligated to cause the Surviving Corporation to pay premiums in excess of 150% of the amount per annum Target paid in its last full fiscal year, which amount has been disclosed to Acquiror, and if the Surviving Corporation is unable to obtain the insurance required by this Section 5.14, it shall obtain as much comparable insurance as possible for an annual premium equal to such maximum amount. (c) To the extent there is any claim, action, suit, proceeding or investigation (whether arising before or after the Effective Time) against an Indemnified Party that arises out of or pertains to any action or omission in his or her capacity as director or officer of Target occurring prior to the Effective Time, Parent shall cause or arises out of or pertains to the Certificate of Incorporation and Bylaws of the Purchaser to reflect such provisions) and shall not be amended, repealed or otherwise modified transactions contemplated by this Agreement for a period of six years after the Effective Time (whether arising before or after the Effective Time), in any manner each case for which such Indemnified Party is indemnified under this Section 5.14, such Indemnified Party shall be entitled to be represented by counsel, which counsel shall be counsel of the Acquiror (provided that if use of counsel of the Acquiror would adversely affect be expected under applicable standards of professional conduct to give rise to a conflict between the rights thereunder position of any individual who on or prior the Indemnified Person and of the Acquiror, the Indemnified Party shall be entitled instead to be represented by counsel selected by the Indemnified Party and reasonably acceptable to Acquiror). Following the Effective Time was a director, officer, trustee, fiduciary, employee or agent of the Company or any Company Subsidiary or who served at the request of the Company or any Company 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, unless such amendment or modification is required by Law. The individuals to which this Section 5.10.1 applies shall be intended third party beneficiaries of this Section 5.10.1. Section 5.10.2 For six years from the Effective Time, the Surviving Corporation and Acquiror shall provide pay the reasonable fees and expenses of such counsel with respect to a claim for which such Indemnified Party is indemnified under this Section 5.14 promptly after statements therefor are received and the Company’s directors Surviving Corporation and officers (as Acquiror will cooperate in the defense of the date hereof 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 no less favorable 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 coverageany such matter; provided, however, that neither the Surviving Corporation nor Acquiror shall be liable for any settlement effected without its written consent (which consent shall not be required unreasonably withheld); and provided, further, that, in the event that any claim or claims for indemnification are asserted or made within such six year period, all rights to pay an aggregate premium for indemnification in respect to any such claim or claims shall continue until the six years disposition of D&O Insurance in excess of $250,000any and all such claims. The provisions of the immediately preceding sentence shall be deemed Indemnified Parties as a group may retain only one law firm (in addition to have been satisfied if prepaid policies have been obtained prior local counsel) to the Effective Time for purposes of this Section 5.10.2, which policies provide such directors and officers with coverage for an aggregate period of six years represent them with respect to claims arising from facts any single action unless there is, under applicable standards of professional conduct, a conflict on any significant issue between the position of any two 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, Parent shall, and shall cause the Surviving Corporation to, maintain such policies in full force and effect, and continue to honor the obligations thereunder. The directors and officers to whom this Section 5.10.2 applies shall be intended third party beneficiaries of this Section 5.10.2)more Indemnified Parties.

Indemnification of Directors and Officers. Section 5.10.1 (a) Parent and the Surviving Corporation Sub agree that the all rights to indemnification obligations set forth in the Company Certificate and the Company Bylaws shall survive the Merger (and, prior to the Effective Time, Parent shall cause the Certificate of Incorporation and Bylaws of the Purchaser to reflect such provisions) and shall not be amended, repealed for acts or otherwise modified for a period of six years after the Effective Time in any manner that would adversely affect the rights thereunder of any individual who on or prior to the Effective Time was a director, officer, trustee, fiduciary, employee or agent of the Company or any Company Subsidiary or who served at the request of the Company or any Company 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, unless such amendment or modification is required by Law. The individuals to which this Section 5.10.1 applies shall be intended third party beneficiaries of this Section 5.10.1. Section 5.10.2 For six years from the Effective Time, the Surviving Corporation shall provide to the Company’s directors and officers (as of the date hereof and as of the Effective Time) an insurance and indemnification policy that provides coverage for events omissions occurring prior to the Effective Time existing as of the date of this Agreement in favor of the current and former directors and officers of the Acquired Companies (the each a “D&O InsuranceCovered Person”) shall survive the Merger and therefore shall be enforceable against the Surviving Corporation in accordance with their terms following the Effective Time. (b) Prior to the Closing, Company shall obtain and fully pay for irrevocable “tail” officer and director liability insurance policies with a claims period of at least six years from the Closing Date from an insurance carrier with the same or better credit rating as Company’s current insurance carrier with respect to directors’ and officers’ liability insurance in scope at least as favorable as Company’s existing policies (with no denigration of Side B or Side C coverage) covering the current and former directors and officers of the Acquired Companies and the Acquired Companies themselves and such payment shall constitute a Third Party Expense. The tail shall be purchased with a $5 million limit with full coverage for pre-Closing alleged wrongful acts; the additional $2 million above the current $3 million in coverage shall be obtained, if required by the insurer, by the execution of a well-negotiated warranty statement by Company that is includes full severability, if possible. Such tail policies shall continue to name SolidFire, Inc. as the insured entity with unrestricted access to make claims under Side B and C coverage (but shall not in any way make Parent an insured for purposes of any insurer vs insured or entity vs insured exclusion). Company shall use commercially reasonable efforts so that such tail policies are no less favorable 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 required to pay an aggregate premium for the six years of D&O Insurance in excess of $250,000. 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 for purposes of this Section 5.10.2, which policies provide such directors and officers with coverage for an aggregate period of six years with respect to claims arising from facts any coverage, including any exclusion of coverage for actions brought by one insured against another insured or events that occurred on or before the Effective Time, including, without limitation, in respect of the transactions contemplated by this Agreementinsureds. If such prepaid policies have been obtained prior to the Effective Time, Parent shall, and shall cause the Surviving Corporation to, (and its successors) to maintain such policies in full force “tail” policy and effectnot take any action to amend, and continue to honor modify or terminate the obligations thereunder. D&O Tail Policy during the term thereof. (c) The directors and officers to whom this Section 5.10.2 applies shall be intended third party beneficiaries provisions of this Section 5.10.2)5.14 shall survive the Closing and are intended to be for the benefit of, and enforceable by, each current and former director and officer of Company and his or her heirs and personal representatives. The provisions of this Section 5.14 may not be amended, altered or repealed after the Effective Time without the prior Written consent of the affected current or former director or officer.

Indemnification of Directors and Officers. Section 5.10.1 (a) From and after the Effective Time, each of Parent and the Surviving Corporation agree Company shall indemnify and hold harmless, to the fullest extent permitted under applicable Law (and each of Parent and Surviving Company 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 the indemnification obligations set forth in such Person is not entitled to indemnification), each present and former director and officer of the Company Certificate and its Subsidiaries, including any person who becomes an officer or director prior to the Company Bylaws shall survive Effective Time (collectively, the Merger “Indemnified Parties”), against any costs or expenses (andincluding reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred in connection with any claim, action, suit, Proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of or pertaining to matters existing or occurring at or prior to the Effective Time, Parent shall cause including the Certificate of Incorporation and Bylaws of the Purchaser to reflect such provisions) and 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 any individual who on or prior to the Effective Time was a director, officer, trustee, fiduciary, employee or agent of the Company or any Company Subsidiary or who served at the request of the Company or any Company 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, unless such amendment or modification is required transactions contemplated by Law. The individuals to which this Section 5.10.1 applies shall be intended third party beneficiaries of this Section 5.10.1Agreement. Section 5.10.2 (b) For six years from the Effective Time, Parent shall or shall cause the Surviving Corporation shall provide Company to maintain in effect for the Company’s directors and officers (as benefit of the date hereof and as of the Effective Time) Indemnified Parties an insurance and indemnification policy with an insurer with the same or better credit rating as the current carrier for the Company that provides coverage for events acts or omissions occurring on or prior to the Effective Time (the “D&O Insurance”) that is 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 than those of the Company’s existing directors’ and officers’ insurance policy (true and complete copies which have been previously provided to Parent) or, if substantially equivalent insurance coverage is unavailable, in effect on the best available coveragedate of this Agreement; provided, however, that Parent or the Surviving Corporation Company shall not be required to pay an aggregate annual premium for the six years of D&O Insurance in excess of $250,000. The provisions 200% of the immediately preceding sentence annual premium currently paid by the Company for such coverage; and provided, further, that if any annual premium for such insurance coverage exceeds 200% of such annual premium, Parent shall be deemed to have been satisfied if prepaid policies have been obtained prior to obtain a policy the Surviving Company believes has the greatest coverage available for a cost not exceeding such amount. Parent may satisfy its obligations under this Section 6.9(b) by purchasing a “tail” policy from an insurer with 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 years from the Effective Time, (ii) covers each person covered by the Company’s directors’ and officers’ insurance policy in effect on the date of this Agreement or at the Effective Time for purposes of this Section 5.10.2, which policies provide such directors actions and officers with coverage for an aggregate period of six years with respect to claims arising from facts or events that occurred omissions occurring 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, and (iii) contains terms that are no less favorable than those of the Company’s directors’ and officers’ insurance policy in effect on the date of this Agreement. (c) Parent shall, and shall cause the Surviving Corporation toCompany to cause to be maintained in effect in the Surviving Company’s (or any successor’s) certificate of formation and operating agreement provisions with respect to indemnification, maintain such policies exculpation and advancement of expenses that are at least as favorable to the intended beneficiaries as those contained in full force the Company’s certificate of incorporation and effect, and continue to honor bylaws as in effect on the obligations thereunderdate of this Agreement. The directors and officers obligations of the Surviving Company under this Section 6.9 shall not be terminated or modified in such a manner as to adversely affect any Indemnified Party without the express written consent of such affected indemnitee (it being expressly agreed that the indemnitees to whom this Section 5.10.2 6.9 applies shall be intended third party beneficiaries of this Section 5.10.26.9). (d) The provisions of this Section 6.9(i) are intended to be for the benefit of, and will be enforceable by, each Indemnified Party, his or her heirs and his or her Representatives and (ii) are in addition to, and not in substitution for, any other rights to indemnification or contribution that any such person may have by contract or otherwise. (e) If Parent, the Surviving Company, 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 each case, proper provision shall be made so that the successors and assigns of Parent or the Surviving Company, as the case may be, honor the indemnification and other obligations set forth in this Section 6.9.

Indemnification of Directors and Officers. Section 5.10.1 Parent (a) From and the Surviving Corporation agree that the indemnification obligations set forth in the Company Certificate and the Company Bylaws shall survive the Merger (and, prior to the Effective Time, Parent shall cause the Certificate of Incorporation and Bylaws of the Purchaser to reflect such provisions) and 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 any individual who on or prior to the Effective Time was a director, officer, trustee, fiduciary, employee or agent of the Company or any Company Subsidiary or who served at the request of the Company or any Company 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, unless such amendment or modification is required by Law. The individuals to which this Section 5.10.1 applies shall be intended third party beneficiaries of this Section 5.10.1. Section 5.10.2 For six years from the Effective Time, the Surviving Corporation shall provide to the Company’s directors and officers (as of the date hereof 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 no less favorable 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 required to pay an aggregate premium for the six years of D&O Insurance in excess of $250,000. 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 for purposes of this Section 5.10.2, which policies provide such directors and officers with coverage for an aggregate period of six 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, Parent shall, and in addition shall cause the Surviving Corporation to, maintain such policies in indemnify, defend and hold harmless the present and former officers and directors of the Company and any of their subsidiaries against all losses, expenses, claims, damages or liabilities arising out of actions or omissions occurring on or prior to the Effective Time (including, without limitation, the transactions contemplated by this Agreement) to the full force extent (not otherwise covered by insurance) permitted or required under applicable law (and effectshall also advance expenses as incurred to the fullest extent permitted under applicable law, and continue to honor provided that the obligations thereunder. The directors and officers 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); provided, -------- however, the indemnification provided hereunder by Parent shall not be greater ------- than the greater of (x) the indemnification actually provided pursuant to the Company's Certificate of Incorporation and By-Laws, as in effect as of the date hereof or (y) the indemnification actually provided by the Company as of the date hereof. Parent agrees that all rights to indemnification, including provisions relating to advances of expenses incurred in defense of any action or suit, existing in favor of the present or former directors, officers, employees, fiduciaries and agents of the Company, Parent or any of their subsidiaries (collectively, the "Indemnified Parties") as provided in, as the case may be, the Company's Certificate of Incorporation or By-Laws or pursuant to other agreements, or articles or certificates of incorporation or by-laws or similar documents of any of the Company's or Parent's subsidiaries, as in effect as of the date hereof, with respect to matters occurring through the Effective Time, shall survive the Merger. (b) Parent shall cause to be maintained in effect for not less than six (6) years the current policies of directors' and officers' liability insurance and fiduciary liability insurance maintained by the Company, Parent and their subsidiaries with respect to matters occurring prior to the Effective Time to the extent required to cover the types of actions and omissions currently covered by such policies; provided, however, that (i) Parent may -------- ------- substitute therefor policies of substantially the same coverage containing terms and conditions which are not less advantageous, in any material respect, to the Indemnified Parties and (ii) Parent shall not be required to pay an annual premium for such insurance in excess of two hundred percent (200%) of current aggregate policies but in such case shall purchase as much coverage as possible for such amount. (c) In the event that any action, suit, proceeding or investigation relating hereto or to the transactions contemplated by this Agreement is commenced, whether before or after the Closing, the parties hereto agree to cooperate and use their respective commercially reasonable efforts to vigorously defend against and respond thereto. (d) This Section 5.10.2 applies 6.9 is intended to benefit the Indemnified Parties and shall be intended third party beneficiaries binding on all successors and assigns of this Section 5.10.2)the Parties.

Indemnification of Directors and Officers. Section 5.10.1 Parent For not less than six years from and after the Closing, the Purchaser shall (i) cause the Company and the Surviving Corporation agree that the indemnification obligations set forth in the Company Certificate Subsidiaries to indemnify and the Company Bylaws shall survive the Merger (andhold harmless all past and present directors, prior to the Effective Timeofficers, Parent shall cause the Certificate of Incorporation employees and Bylaws of the Purchaser to reflect such provisions) and 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 any individual who on or prior to the Effective Time was a director, officer, trustee, fiduciary, employee or agent agents of the Company or any Subsidiary (“Covered Persons”) to the same extent as such persons are indemnified as of the date of this Agreement by the Company or any Subsidiary pursuant to the charter or who served at the request bylaws of the Company or any Subsidiary or pursuant to any indemnification agreement with any Covered Persons in existence on the date hereof for acts or omissions occurring at or prior to the Closing, (ii) not permit the Company or any Subsidiary as a directorto amend its charter or bylaws to make less favorable to the Covered Persons any provision with respect to indemnification, officer, trustee, partner, fiduciary, employee or agent advancement of another corporation, partnership, joint venture, trust, pension or other employee benefit plan or enterprise, unless such amendment or modification is required by Law. The individuals to which this Section 5.10.1 applies shall be intended third party beneficiaries of this Section 5.10.1. Section 5.10.2 For six years from the Effective Time, the Surviving Corporation shall expenses and exculpation and (iii) provide to the Company’s directors and officers (of the Company and each Subsidiary as of the date hereof and as of the Effective Time) an insurance and indemnification policy that provides coverage for events occurring prior to on or before the Effective Time Closing Date (the “D&O Insurance”) that is no less favorable 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; providedcoverage that can be obtained for an annual premium of not more than 150% of the last annual premium paid prior to the date of this Agreement, however, that the Surviving Corporation but in such case shall not be required to pay an aggregate premium purchase as much coverage as reasonably practicable for the six years of D&O Insurance in excess of $250,000such amount. The provisions of clause (iii) of the immediately preceding sentence shall be deemed to have been satisfied if prepaid policies have been obtained prior to as of the Effective Time for purposes of this Section 5.10.2, Closing Date which policies provide such directors and officers with coverage for an aggregate period of at least six years with respect to claims arising from facts or events that occurred on or before the Effective TimeClosing Date. Each Covered Person shall be entitled to advancement of expenses incurred in the defense of any claim, includingaction, without limitationsuit, in proceeding or investigation with respect of the transactions contemplated by this Agreement. If such prepaid policies have been obtained prior to any matters subject to indemnification, provided that any person to whom expenses are advanced undertakes, to the Effective Timeextent required by applicable Law, Parent shall, and shall cause the Surviving Corporation to, maintain to repay such policies in full force and effect, and continue advanced expenses if it is ultimately determined that such person is not entitled to honor the obligations thereunderindemnification. The directors and officers to whom obligations under this Section 5.10.2 applies shall 6.04 may not be intended third party beneficiaries terminated or modified in such a manner as to affect adversely any Covered Person without the consent of this Section 5.10.2)such Covered Person.

Indemnification of Directors and Officers. Section 5.10.1 Parent and (a) Purchaser agrees that all rights to indemnification for acts or omissions occurring prior to the Surviving Corporation agree that Effective Time in favor of the indemnification obligations set forth in current or former directors, officers or employees of the Company Certificate and the Company Bylaws its Subsidiaries as provided in their respective certificates of incorporation or bylaws shall survive the Merger (and, prior to the Effective Time, Parent shall cause the Certificate of Incorporation and Bylaws of the Purchaser to reflect such provisions) and shall not be amended, repealed or otherwise modified continue in full force and effect in accordance with their terms for a period of six years after from the Effective Time in any manner that would adversely affect the rights thereunder Time. Parent shall cause to be maintained for a period of any individual who on or prior to the Effective Time was a director, officer, trustee, fiduciary, employee or agent of the Company or any Company Subsidiary or who served at the request of the Company or any Company 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, unless such amendment or modification is required by Law. The individuals to which this Section 5.10.1 applies shall be intended third party beneficiaries of this Section 5.10.1. Section 5.10.2 For six years from the Effective Time, the Surviving Corporation shall provide to Time the Company’s directors 's current directors', officers' and officers (as of the date hereof and as of the Effective Time) an employees' insurance and indemnification policy (the "D&O Insurance") and the current fiduciary liability insurance ------------- policy (the "Fiduciary Insurance") (provided that provides Parent may substitute therefor ------------------- -------- policies or financial guarantees with reputable and financially sound carriers or other obligors of at least the same coverage and amounts containing terms and conditions which are no less advantageous) to the extent that such insurance policies provide coverage for events occurring prior to the Effective Time (for all persons who are directors, officers or employees of the “Company on or prior to the date of this Agreement, so long as the amount per annum to be paid by the Company after the date of this Agreement for such D&O Insurance”) Insurance and Fiduciary Insurance is not greater than 200% of the current annual premiums paid by the Company for such insurance. Parent may cause to be obtained D&O Insurance and Fiduciary Insurance that is no less favorable than satisfies the Company’s existing policy (true and complete copies foregoing pursuant to which have been previously provided to Parent) premiums are paid for the entire six-year period or, if substantially equivalent applicable, for the remainder of such period. If, during such six-year period, such insurance coverage is unavailable, the best available coverage; provided, however, that the Surviving Corporation shall cannot be required to pay obtained at all or can only be obtained for an aggregate premium for amount (including amounts paid by the six years Company after the date of D&O Insurance this Agreement) in excess of $250,000. The provisions the per annum limit described above, Parent shall use all reasonable efforts to cause to be obtained as much D&O Insurance and Fiduciary Insurance as can be obtained for the remainder of such six-year period (including amounts paid by the Company after the date of this Agreement) not in excess of such limit on terms and conditions no less advantageous than the existing D&O Insurance and the existing Fiduciary Insurance, respectively. (b) If any claim or claims shall, subsequent to the Effective Time and within six years thereafter, be made in writing against any present or former director, officer or employee of the immediately preceding sentence shall be deemed to have been satisfied if prepaid policies have been obtained Company based on or arising out of the services of such Person prior to the Effective Time for purposes in the capacity of such Person as a director, officer or employee of the Company (and such director, officer or 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 5.10.2respecting the rights to indemnity for current or former directors, which policies provide such directors officers or employees under the certificate of incorporation and officers with coverage for an aggregate period of six years with respect to claims arising from facts or events that occurred on or before the Effective Time, including, without limitation, in respect bylaws of the transactions contemplated by this Agreement. If Company and its Subsidiaries shall continue in effect until the final disposition of all such prepaid policies have been obtained prior claims. (c) Notwithstanding anything to the Effective Timecontrary in this Section 7.11, neither Parent shall, and shall cause nor the Surviving Corporation to, maintain such policies in full force and effect, and continue to honor the obligations thereunder. The directors and officers to whom this Section 5.10.2 applies shall be intended third party beneficiaries of this Section 5.10.2)liable for any settlement effected without its written consent, which shall not be unreasonably withheld.

Indemnification of Directors and Officers. Section 5.10.1 Parent (a) For six (6) years from and the Surviving Corporation agree that the indemnification obligations set forth in the Company Certificate and the Company Bylaws shall survive the Merger (and, prior to the Effective Time, Parent shall cause the Certificate of Incorporation and Bylaws of the Purchaser to reflect such provisions) and 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 any individual who on or prior Closing Date, Buyer agrees to the Effective Time was a director, officer, trustee, fiduciary, employee or agent cause each of the Company or any Company Subsidiary or who served at and its Subsidiaries to indemnify and hold harmless all of their respective past and present officers and directors (each, a “D&O Indemnitee”) to the request of same extent such persons are indemnified by the Company or any Company 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, unless such amendment or modification is required by Law. The individuals to which this Section 5.10.1 applies shall be intended third party beneficiaries of this Section 5.10.1. Section 5.10.2 For six years from the Effective Time, the Surviving Corporation shall provide to the Company’s directors and officers (its Subsidiaries as of the date hereof pursuant to the Governing Documents of the Company or its Subsidiaries or any agreement between each of the Company or its Subsidiaries and such officer or director, solely to the extent such agreement has been provided to Buyer prior to the date hereof, for acts or omissions occurring at or prior to the Closing Date, and Buyer shall not permit the Company or its Subsidiaries to amend, repeal or modify any provision in the Company’s or the Subsidiaries’ Governing Documents, or any agreement with such officer or director relating to the exculpation or indemnification of former officers and directors as in effect as of the Effective Timedate hereof, except as may be required by Law. (b) an On or after the Closing Date, the Company shall purchase pre-paid and non-cancellable run-off directors’ and officers’ liability, employment practices liability and fiduciary liability insurance with a six (6) year term (“D&O Tail Insurance”) in a form reasonably acceptable to Buyer, and indemnification policy with terms, conditions, retentions and limits of liability that provides coverage for events occurring prior are not materially less favorable to the Effective Time insureds than the directors’ and officers’ liability, employment practices liability and fiduciary liability insurance maintained by the Company and its Subsidiaries as of the date hereof (the “Current D&O Insurance”) that is no less favorable than with respect to acts or omissions occurring or alleged to have occurred at or prior to the Company’s existing policy (true and complete copies which have been previously provided to Parent) orClosing Date, if substantially equivalent insurance coverage is unavailable, including the best available coveragetransactions contemplated hereby; provided, however, that in no event shall the Surviving Corporation shall Company expend for the D&O Tail Insurance an aggregate premium amount in excess of 300% of the aggregate annual premium for the Current D&O Insurance (“Maximum Amount”); provided, further, that if such D&O Tail Insurance is not be required to pay an available or the aggregate premium for the six years of D&O Tail Insurance in excess of $250,000exceeds the Maximum Amount, the Company shall obtain D&O Tail Insurance with the greatest coverage reasonably available for a cost not exceeding the Maximum 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 for purposes of this Section 5.10.2, which policies provide such directors and officers with coverage for an aggregate period of six 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, Parent shall, and Buyer shall cause the Surviving Corporation to, Company and its Subsidiaries to maintain such policies the D&O Tail Insurance in full force and effect, effect and continue to honor the obligations thereunder. (c) Notwithstanding anything contained in this Agreement to the contrary, this Section 6.8 shall survive the consummation of the Closing for a period of six (6) years. In the event that Buyer, the Company or its Subsidiaries or any of 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 Person, then, and in each case, Buyer shall cause the successors and assigns of Buyer, the Company or its Subsidiaries, as the case may be, to expressly assume and be bound by the obligations set forth in this Section 6.8 to the extent such obligations are not otherwise assumed whether directly or indirectly by operation of law or otherwise. (d) The directors obligations of Buyer, the Company and officers its Subsidiaries under this Section 6.8 shall not be terminated or modified in such a manner as to adversely affect any D&O Indemnitee to whom this Section 5.10.2 6.8 applies shall be intended third party beneficiaries without the written consent of this Section 5.10.2)such affected D&O Indemnitee.

Indemnification of Directors and Officers. Section 5.10.1 Parent and (a) All obligations (the Surviving Corporation agree that the indemnification obligations set forth in “Obligations”) of the Company Certificate and or any Subsidiary of the Company Bylaws shall survive the Merger (and, prior to the Effective Time, Parent shall cause the Certificate of Incorporation and Bylaws of the Purchaser to reflect such provisions) and shall not be amended, repealed or otherwise modified for a period of six years after any individual who at the Effective Time in is, or at any manner that would adversely affect the rights thereunder of any individual who on or time prior to the Effective Time was was, a director, officer, trusteeemployee, fiduciary, employee fiduciary or agent of the Company or any Subsidiary of the Company Subsidiary (collectively, the “Indemnified Parties”) in respect of advancement, indemnification or who served exculpation from liabilities for acts or omissions occurring at or prior to the request Effective Time as provided in applicable Law or the Company Articles, the Company Bylaws or other organizational documents of the Company or any Subsidiary of the Company Subsidiary as a directorcurrently in effect shall survive the transactions contemplated hereby and continue in full force and effect in accordance with their respective terms, officerin each case, trusteewhether or not the Company’s insurance covers all such costs. From and after the Effective Time, partner, fiduciary, employee or agent of another corporation, partnership, joint venture, trust, pension or other employee benefit plan or enterprise, unless such amendment or modification is required by Law. The individuals to which this Section 5.10.1 applies the Surviving Corporation shall be intended third party beneficiaries of this Section 5.10.1. Section 5.10.2 For liable to pay and perform in a timely manner such indemnification, advancement and exculpation obligations. Without limiting the foregoing, from and after the Control Time until six years from the Effective Time, the Surviving Corporation shall provide cause its articles of incorporation and by-laws to contain provisions no less favorable to the Company’s Indemnified Parties with respect to limitation of liabilities of directors and officers (and advancement and indemnification than are set forth as of the date hereof of this Agreement in the Company Articles and Company Bylaws, which provisions shall not be amended, repealed or otherwise modified in a manner that would adversely affect the rights thereunder of the Indemnified Parties. In addition, from and after the Effective Time, the Company and the Surviving Corporation shall pay any reasonable expenses (including, but not limited to, fees and expenses of legal counsel, experts and litigation consultants, as well as any appeal bonds) of any Indemnified Party under this Section 7.9 (including in connection with enforcing the advancement, indemnity and other obligations referred to in this Section 7.9) as incurred to the fullest extent permitted under applicable Law; provided, that the person to whom or for whose benefit expenses are advanced provides an undertaking to repay such advances to the extent, and only to the extent, required by applicable Law. (b) From and after the Effective Time until the sixth anniversary of the Effective Time, the Surviving Corporation shall, to the extent to which such Persons are indemnified, or entitled to be indemnified pursuant to the Obligations, as of the date of this Agreement, indemnify, defend and hold harmless each Indemnified Party against all costs and expenses (including, but not limited to, fees and expenses of attorneys, experts and litigation consultants as well as any appeal bonds), judgments, fines, losses, claims, damages, liabilities and settlement amounts paid in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, whenever asserted, based on or arising out of, in whole or in part, (A) the fact that an insurance Indemnified Party was, or was or is deemed to have status as, a director or officer of the Company or such Subsidiary or (B) acts or omissions by an Indemnified Party in the Indemnified Party’s capacity as a director, officer, employee, fiduciary or agent of the Company or such Subsidiary or taken at the request of the Company or such Subsidiary (including in connection with serving at the request of the Company or such Subsidiary as a director, officer, employee, agent, trustee or fiduciary of another Person (including any employee benefit plan)), in each case under clause (A) or (B), at, or at any time prior to, the Effective Time (including any claim, suit, action, proceeding or investigation relating in whole or in part to the transactions contemplated hereby). In the event the Surviving Corporation is obligated to provide indemnification pursuant to this Section 7.9 related to any such claim, action, suit, proceeding or investigation, (i) the Surviving Corporation shall pay, 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) each of the Surviving Corporation and Parent shall cooperate in the defense of any such matter and shall provide access to properties and individuals as reasonably requested and furnish or cause to be furnished records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials or appeals, as may be reasonably requested in connection therewith. An Indemnified Party shall have the right, but not the obligation, to assume and control the defense of any litigation, claim or proceeding relating to any acts or omissions covered under this Section 7.9 with counsel selected by the Indemnified Party, which counsel shall be reasonably acceptable to Parent; provided, however, that Parent (i) shall be permitted to participate in the defense of such claim at its own expense and (ii) shall not be liable for any settlement effected without Parent’s written consent, which consent shall not be unreasonably withheld, conditioned or delayed if such settlement includes an unconditional release of Parent and the Surviving Corporation. In the event that any claim for advancement or indemnification policy is asserted or made, all rights to advancement or indemnification as provided herein in respect of such claim shall continue until the disposition of such claim. The Surviving Corporation shall pay all reasonable expenses, including attorneys’ fees, that provides coverage may be incurred by the Indemnified Parties in successfully enforcing the indemnity and other obligations provided for events occurring prior in this Section 7.9. (c) The Surviving Corporation shall bear the full cost of and maintain in effect, applicable on and after the Effective Time, for a period equal to six (6) years immediately following the Effective Time (the “D&O InsuranceTail Period”), the current directors’ and officers’ liability insurance policies (including, but not limited to, both primary and any and all excess policies) maintained by the Company on the date hereof (the “D&O Policies”) that is no less favorable than covering acts or omissions occurring at or prior to the Effective Time with respect to those persons who are currently (and any additional persons who prior to the Effective Time become) covered by the Company’s directors’ and officers’ liability insurance policy on terms and scope with respect to such coverage, and in amount, not less favorable to such individuals than those of such policy in effect on the date hereof (provided, that the Company may, at its election, substitute therefor one or more prepaid, fully-earned and non-cancellable tail policies with respect to such directors’ and officers’ liability insurance with policy limits, terms and conditions at least as favorable to the individuals and/or the Company covered under such insurance policy as the limits, terms and conditions in the existing policy (true and complete copies which have been previously provided to Parent) or, if substantially equivalent insurance coverage is unavailable, policies of the best available coverageCompany); provided, however, that (i) in no event shall the Surviving Corporation be required to expend pursuant to this Section 7.9(c) more than an amount per year of coverage equal to three hundred percent (300%) of current annual premiums paid by the Company for such insurance and (ii) in the event of an expiration, termination or cancellation of such current policies, Parent or the Surviving Corporation shall not be required to pay an obtain as much coverage as is possible under substantially similar policies for such maximum annual amount in aggregate premium for annual premiums. Neither Parent nor the six years Surviving Corporation shall take, or allow to be taken, any action to terminate, or which could reasonably be expected to result in the termination of, the D&O Policies or the tail policies, during the D&O Tail Period. (d) In the event that Parent, the Surviving Corporation or any of D&O Insurance 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 of such consolidation or merger or (ii) transfers all or substantially all of its properties and assets to any Person, then, and in excess of $250,000. The provisions of the immediately preceding sentence each such case, proper provision shall be deemed to have been satisfied if prepaid policies have been obtained prior to made so that the Effective Time for purposes successors and assigns of Parent and the Surviving Corporation, shall assume the obligations thereof set forth in this Section 5.10.27.9. (e) Parent and Merger Sub agree that all rights to exculpation, which policies provide such directors indemnification and officers with coverage advancement of expenses for an aggregate period of six years with respect to claims arising from facts acts or events that occurred on omissions occurring at 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, Parent shallwhether 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 the Company as provided in the Company Articles or Company Bylaws shall survive the Merger and shall cause the Surviving Corporation to, maintain such policies continue in full force and effect. The provisions of this Section 7.9 are intended to be in addition to, and continue to honor not in substitution for, any other rights available by law, charter, statute, by-law, agreement or otherwise, and shall operate for the obligations thereunderbenefit of, and shall be enforceable by, each of the Indemnified Parties, their heirs and their representatives. The directors obligations set forth in this Section 7.9 shall not be terminated, amended or otherwise modified in any manner that adversely affects any Indemnified Party and officers their heirs and representatives, without the affected Indemnified Party or, if the Indemnified Party is deceased or unable to conduct his own affairs, other Person consenting in writing to such termination, amendment or modification (it being expressly agreed that the Indemnified Parties to whom this Section 5.10.2 7.9 applies shall be intended third party beneficiaries of this Section 5.10.27.9). (f) Parent and Merger Sub hereby acknowledge that an Indemnified Party has or may, in the future, have certain rights to indemnification, advancement of expenses and/or insurance provided by other entities and/or organizations not associated with Parent, Company and their insurers (collectively, the “Other Indemnitors” and, individually, an “Other Indemnitor”). Parent, Merger Sub and the Company hereby agree that, with respect to any advancement or indemnification obligation owed to an Indemnified Party by Parent, Merger Sub, the Company, the Surviving Corporation or any Other Indemnitor, whether pursuant to any articles of incorporation, by-laws, partnership agreement, operating agreement, indemnification agreement or other document or agreement and/or pursuant to Section 7.9 of this Agreement (any of the foregoing is herein an “Indemnification Agreement”) (i) the Surviving Corporation shall, at all times, be the indemnitor of first resort (i.e., its obligations to Indemnified Party shall be primary and any obligation of the Other Indemnitors to advance expenses or to provide indemnification for the same reasonable expenses or liabilities incurred by an Indemnified Party shall be secondary), (ii) it shall, at all times, be required to advance the full amount of expenses incurred by an Indemnified Party and shall be liable for the full amount of all reasonable expenses, judgments, penalties, fines and amounts paid in settlement to the extent legally permitted and as required by the terms of any Indemnification Agreement), without regard to any rights an Indemnified Party may have against the Other Indemnitors, and (iii) it irrevocably waives, relinquishes and releases the Other Indemnitors from any and all claims against the Other Indemnitors for contribution, subrogation, indemnification or any other recovery of any kind in respect thereof. Parent, Merger Sub and the Company hereby further agree that no advancement, indemnification or other payment by the Other Indemnitors on behalf of an Indemnified Party with respect to any claim for which an Indemnified Party has sought indemnification from the Company or the Surviving Corporation shall affect the foregoing, and the Other Indemnitors shall have a right of contribution and/or be subrogated to the extent of such advancement, indemnification or other payment to all of the rights of recovery of an Indemnified Party against the Company or the Surviving Corporation, and the Company and/or the Surviving Corporation shall jointly and severally indemnify, defend and hold harmless against such amounts actually paid by the Other Indemnitors to or on behalf of an Indemnified Party. (g) 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 Company for any of their respective directors, officers or other employees, it being understood and agreed that the indemnification provided for in this Section 7.9 is not prior to or in substitution for any such claims under such policies.

Indemnification of Directors and Officers. Section 5.10.1 Parent (a) After the Closing through the sixth anniversary of the Closing Date, the Buyer shall cause the Company to indemnify and hold harmless each present (as of the Closing) or former officer, director, manager, employee, investor or consultant of the Company and/or its Subsidiaries (the “D&O Indemnified Persons”), against all claims, losses, liabilities, damages, judgments, fines and fees, costs and expenses (including reasonable attorneys’ fees and expenses) incurred in connection with any claim, action, subpoena, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of or pertaining to (i) the fact that the D&O Indemnified Person is or was an officer, director, manager, employee, investor or consultant of the Company or any of the Subsidiaries and (ii) matters existing or occurring at or prior to the Closing (including this Agreement and the Surviving Corporation agree transactions and actions contemplated hereby), whether asserted, presented or claimed prior to, at or after the Closing, to the fullest extent permitted under applicable law; provided that no D&O Indemnified Person may settle any such claim without the indemnification obligations set forth in prior approval of the Buyer, unless such approval is unreasonably withheld, conditioned or delayed. Each D&O Indemnified Person will be entitled to advancement of expenses incurred regarding any claim, action, subpoena, proceeding or investigation from the Buyer or the Company Certificate and within ten (10) Business Days of receipt by the Buyer or the Company Bylaws from the D&O Indemnified Person of a request; provided that any person to whom expenses are advanced provides an undertaking, to the extent required by applicable law, to repay such advances if it is ultimately determined in a final ruling by a court of competent jurisdiction that such person is not entitled to indemnification. (b) To the fullest extent permitted by applicable law, the Buyer shall cause the Company and each of the Company’s Subsidiaries to honor all of such Persons’ obligations to indemnify (including any obligations to advance funds for expenses) the D&O Indemnified Persons and Bradford for acts or omissions by such D&O Indemnified Persons and/or Bradford occurring prior to the Closing to the extent that such obligations of the Company or such Subsidiaries exist on the date of this Agreement, whether pursuant to its certificate of incorporation and bylaws, indemnity or indemnification agreements, the Management Agreement, board (or similar governing body) resolution or otherwise, and such obligations shall survive the Merger Closing and shall continue in full force and effect in accordance with the terms of the certificate of incorporation and bylaws of the Company and such board (and, prior or similar governing body) resolutions or indemnity or indemnification agreements or the Management Agreement from the Closing until the expiration of the applicable statute of limitations with respect to the Effective Time, Parent any claims against or matters involving such D&O Indemnified Persons and/or Bradford arising out of such acts or omissions. (c) The Buyer shall cause the Certificate Company to maintain in effect (i) in its certificate of Incorporation incorporation and Bylaws of the Purchaser to reflect such provisions) and shall not be amended, repealed or otherwise modified bylaws for a period of six (6) years after the Effective Time in any manner that would adversely affect Closing Date, the rights thereunder current provisions regarding elimination of any individual liability of directors and, as applicable, indemnification of, and advancement of expenses to, D&O Indemnified Persons and (ii) for a period of six (6) years after the Closing Date, the current policies of directors’ and officers’ liability insurance and fiduciary liability insurance maintained for the benefit of each Person who on is now or has been prior to the Effective Time was date hereof or who becomes prior to the Closing a director, officer, trustee, fiduciary, employee or agent D&O Indemnified Person of the Company or any Company Subsidiary or who served at the request of (provided that the Company or any Company Subsidiary as a directormay substitute policies of at least the same coverage and amounts containing terms and conditions which are, officerin the aggregate, trustee, partner, fiduciary, employee or agent of another corporation, partnership, joint venture, trust, pension or other employee benefit plan or enterprise, unless such amendment or modification is required by Law. The individuals to which this Section 5.10.1 applies shall be intended third party beneficiaries of this Section 5.10.1. Section 5.10.2 For six years from the Effective Time, the Surviving Corporation shall provide no less advantageous to the Company’s directors and officers (as of the date hereof and as of the Effective Timeinsured) an insurance and indemnification policy that provides coverage for events occurring prior to the Effective Time (the “D&O Insurance”) that is no less favorable 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 required to pay an aggregate premium for the six years of D&O Insurance in excess of $250,000. 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 for purposes of this Section 5.10.2, which policies provide such directors and officers with coverage for an aggregate period of six years with respect to claims arising from facts or events that occurred on or before the Effective TimeClosing. The Buyer shall cause the Company and its Subsidiaries to, includingand the Company and its Subsidiaries shall (a) upon the request of the Representative, without limitationmake any claim for coverage under any such policy and take any action requested by the Representative to obtain reimbursement for covered losses under any such policy or to otherwise enforce any such policy or any provision thereof, (b) promptly inform and provide to the Representative of any communication received by the Buyer, the Company or any Subsidiary of the Company from, or given by the Buyer, the Company or any Subsidiary of the Company to, any Person issuing any such insurance policy or in connection with any claim matter, (c) permit the Representative to review any written communication from any such insurance provider and permit the Representative to review, before submission, any written communication to such insurance provider, (d) consult with the Representative in advance of any meeting or conference with such insurance provider and, to the extent permitted by such insurance provider, give the Representative the opportunity to attend and participate, and (e) upon Representative’s request, promptly furnish to the Representative certificates of insurance evidencing such policy. (d) Each of the Buyer, on behalf of itself and its affiliates (determined after the Closing) and their respective successors, assigns, heirs, legatees and personal representatives, covenants that none of such Persons shall institute any action or proceeding against any D&O Indemnified Person or any of the current or former officers, directors, partners, consultants, investors or employees (or Persons holding similar positions) of Bradford, or its affiliates, corporate and partnership entities or any Seller that is not a natural Person (or any of their respective equity holders or partners), in their capacities as such, with respect to any Losses or other liabilities, actions or causes of action, judgments, claims and demands of any nature or description (consequential, compensatory, punitive or otherwise) arising from or relating to actions occurring prior to the Closing, whether or not such Person would be entitled to indemnification by the Company under this Section 6.4, provided, however, that this Section 6.4(d) will not be construed to affect the rights of any Buyer Indemnities to bring a claim under Article 8 of this Agreement. (e) Notwithstanding anything to the contrary herein, (i) if any D&O Indemnified Person is entitled to be reimbursed or indemnified by any Person other than the Company, such D&O Indemnified Person shall not be required to recover from or be indemnified by, or to seek such recovery or indemnification from, any such other Person prior to or as a condition to being indemnified as described in this Section 6.4; and (ii) in the event that any Person other than the Buyer or the Company is subject to any indemnification, reimbursement or similar liabilities with respect to any D&O Indemnified Person or otherwise incurs any Losses with respect to the subject matter of this this Section 6.4 (including Losses in respect of contribution), the transactions contemplated by this Agreement. If Buyer shall indemnify each such prepaid policies have been obtained Person from, against and with respect to any Losses arising out of, resulting from or otherwise in respect of such liabilities or Losses. (f) Notwithstanding any time limit herein to the contrary, if any claim, action, proceeding or investigation (whether arising before, at or after the Closing) is made against any D&O Indemnified Person on or prior to the Effective Timesixth (6th) anniversary of the Closing, Parent shallthe provisions of this Section 6.4 (without regard to any such time limit) shall continue in effect until the final disposition of such claim, action, proceeding or investigation. (g) In the event that the Buyer or the Company 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 of such consolidation or merger or (ii) transfers or conveys all or substantially all of its properties and assets to any Person, then, and in each such case, proper provision shall be made so that the successors or assigns of the Buyer or the Company, as the case may be, shall succeed to the obligations set forth in this Section 6.4. (h) If any Action is instituted by any D&O Indemnified Person to enforce or interpret any of the terms of this Section 6.4, such D&O Indemnified Person shall be entitled to be reimbursed by the Company for all out-of-pocket costs and expenses, including attorneys’ fees, incurred by such D&O Indemnified Person with respect to such Action. If any Action is instituted by or in the name of the Company or the Buyer to enforce or interpret any of the terms of this Section 6.4, the D&O Indemnified Persons shall be entitled to be paid by the Company for all out-of-pocket costs and expenses, including attorneys’ fees, incurred by such D&O Indemnified Persons related to such Action (including with respect to any counterclaims or cross claims made by such D&O Indemnified Persons in such Action). (i) This Section 6.4 shall survive the Closing, is intended to benefit and shall be enforceable by the Company, each Indemnified Party, each Person described in Section 6.4(e) and the D&O Indemnified Persons (and the successors and assigns of each of the foregoing), and shall cause be binding on all successors and assigns of the Surviving Corporation to, maintain such policies in full force Buyer and effect, and continue to honor the obligations thereunder. The directors and officers to whom this Section 5.10.2 applies shall be intended third party beneficiaries of this Section 5.10.2)Company.

Indemnification of Directors and Officers. Section 5.10.1 Parent (A) For six years from and after the Surviving Corporation agree that Closing Date, to the indemnification obligations set forth in fullest extent permitted by applicable Law, the Company Certificate Buyer and the Company Bylaws shall survive agree to indemnify and hold harmless all past and present officers and directors of the Merger (and, prior Company and of its Subsidiaries to the Effective Time, Parent shall cause same extent such persons are currently indemnified by the Certificate of Incorporation Company pursuant to the Company’s organizational documents and Bylaws of the Purchaser to reflect such provisions) and shall not be amended, repealed Director Indemnification Agreements for acts or otherwise modified for a period of six years after the Effective Time in any manner that would adversely affect the rights thereunder of any individual who on omissions occurring at or prior to the Effective Time was a directorClosing Date, officerand the Buyer shall not, trustee, fiduciary, employee or agent of and shall not permit the Company or any Company Subsidiary of its Subsidiaries to, amend, repeal or who served at the request of the Company or modify any Company 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, unless such amendment or modification is required by Law. The individuals to which this Section 5.10.1 applies shall be intended third party beneficiaries of this Section 5.10.1. Section 5.10.2 For six years from the Effective Time, the Surviving Corporation shall provide to provision in the Company’s or any of its Subsidiaries’ organizational documents relating to the exculpation or indemnification of former officers and directors and officers (as of the date hereof and as of the Effective Time) an insurance and indemnification policy that provides coverage for events occurring in effect immediately prior to the Effective Time (the “D&O Insurance”) that is no less favorable 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 coverageClosing; provided, however, that the Surviving Corporation foregoing will not apply to indemnification claims pursuant to Article VIII hereunder; provided, further, that neither the Company nor the Buyer shall be liable with respect to any settlements effected without its written consent (which consent shall not be unreasonably withheld). (B) The Buyer shall cause the Company and its Subsidiaries to maintain in effect for six years from the Closing Date directors’ and officers’ liability insurance covering those persons who are currently covered by the Company’s existing directors’ and officers’ liability insurance policy on terms not less favorable than such existing insurance coverage; provided, that in the event that any claim is brought under such director’s and officer’s liability insurance policy, such policy shall be maintained until final disposition of such claim; provided,further, that the Company shall not be required to pay an aggregate annual premium for the six years of D&O Insurance in excess of $250,000. The provisions 250 percent of the immediately preceding sentence shall be deemed to have been satisfied if prepaid policies have been obtained last annual premium paid prior to the Effective Time date thereof, but in such case shall purchase as much coverage as possible for purposes of such amount. (C) In addition to the other rights provided for in this Section 5.10.26.14 and not in limitation thereof (but without in any way limiting or modifying the obligations of any insurance carrier contemplated by Section 6.14), which policies provide such directors from and officers with coverage for an aggregate period after the Closing Date, the Buyer shall, and shall cause the Company and its Subsidiaries (each, a "D&O Indemnifying Party") to, to the fullest extent permitted by applicable law, (i) indemnify and hold harmless (and release from any liability to the Buyer or the Company or any of six years with respect to claims arising from facts or events that occurred its Subsidiaries), the individuals who, on or before prior the Effective TimeClosing Date, includingwere officers, directors, or employees or agents of the Company or any of its Subsidiaries or served on behalf of the Company as an officer, director or employee or agent of any of the Company’s current or former Subsidiaries or Affiliates (collectively, "Covered Affiliates") or any of their predecessors in all of their capacities (including as member or stockholder, controlling or otherwise) and the heirs, executors, trustees, fiduciaries and administrators of such officer, directors or employees or agents (each a "D&O Indemnitee" and, collectively, the "D&O Indemnitees") against all D&O Expenses, losses, claims, damages, judgments or amounts paid in settlement ("D&O Costs") in respect of any threatened, pending or completed Action based on or arising out of or relating to the fact that such Person is or was a director, officer or employee (controlling or otherwise) of the Company or any of its Subsidiaries or Covered Affiliates or any of their predecessors arising out of acts or omissions occurring on or prior to the Closing Date (including without limitation, in respect of acts or omissions in connection with this Agreement and the transactions contemplated by thereby) (a "D&O Indemnifiable Claim"), except for acts or omissions which involve conduct known to such Person at the time to constitute a material violation of applicable law and (ii) advance to such D&O Indemnitees all D&O Expenses incurred in connection with any D&O Indemnifiable Claim (including in circumstances where the D&O Indemnifying Party has assumed the defense of such claim) promptly after receipt of reasonably detailed statements therefor; provided, however, that the Person to whom D&O Expenses are to be advanced provides an undertaking to repay such advances if it is ultimately determined that such Person is not entitled to indemnification. Each D&O Indemnifiable Claim shall continue until such D&O Indemnifiable Claim is disposed of or all judgments, orders, decrees or other rulings in connection with such D&O Indemnifiable Claim are fully satisfied. For the purposes of this Agreement. If such prepaid policies have been obtained prior Section 6.14(c), "D&O Expenses" shall include reasonable attorneys’ fees and all other reasonable costs, charges and expenses 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, but shall exclude losses, judgments and amounts paid in settlement (which items are included in the definition of D&O Costs). (D) Notwithstanding anything contained in this Agreement to the Effective Timecontrary, Parent shallthis Section 6.14 shall survive the consummation of the Closing indefinitely. In the event that the Buyer or the Company or any of its Subsidiaries or any of their respective successors or assigns (i) consolidates with or merges in to any other Person, or (ii) transfers all or substantially all of its properties or assets to any Person, then, and in each case, the successors and assigns of the Buyer or its Subsidiary, as the case may be, shall cause the Surviving Corporation to, maintain such policies in full force expressly assume and effect, and continue to honor be bound by the obligations thereunder. set forth in this Section 6.14. (E) The directors obligations of the Buyer, the Company and officers its Subsidiaries under this Section 6.14 shall not be terminated or modified in such a manner as to adversely affect any D&O Indemnitee to whom this Section 5.10.2 6.14 applies shall be intended third party beneficiaries without the consent of this Section 5.10.2)such affected D&O Indemnitee.

Indemnification of Directors and Officers. Section 5.10.1 Parent (a) From and after the Surviving Corporation agree that Effective Time through the indemnification obligations set forth in the Company Certificate and the Company Bylaws shall survive the Merger sixth (and, prior to 6th) anniversary of the Effective Time, Parent shall cause the Certificate Surviving Corporation and its Subsidiaries to continue to fulfill and honor in all respects the exculpation, indemnification and advancement of Incorporation and Bylaws expenses obligations of the Purchaser Company Group to reflect its directors, managers, officers, employees, agents and other persons, in each case with respect to any matters occurring on or prior to the Closing Date, pursuant to (i) any indemnification provisions under the certificate of incorporation, bylaws and similar organizational documents of the Company Group as in effect on the date of this Agreement and (ii) any Contracts set forth on Schedule 5.5 (such provisionspersons entitled to be indemnified pursuant to such provisions and all other current and former directors, managers and officers of the Company Group, collectively, the “D&O Indemnified Parties”). From and after the Effective Time through the sixth (6th) anniversary of the Effective Time, Parent shall cause the Surviving Corporation and its Subsidiaries to maintain the provisions with respect to indemnification, advancement of expenses and exculpation from liability as set forth in the certificate of incorporation, bylaws and similar organizational documents of the Company Group as of the date of this Agreement, which provisions shall not be amended, repealed or otherwise modified for a during such period of six years after the Effective Time in any manner that would adversely affect the rights thereunder of any individual who on or prior D&O Indemnified Party. (b) Parent and the Surviving Corporation and their respective Subsidiaries jointly and severally agree to pay all expenses, including attorneys’ fees, that may be incurred by the Effective Time was a directorD&O Indemnified Parties in enforcing the indemnity, officer, trustee, fiduciary, employee or agent of the Company or any Company Subsidiary or who served at the request of the Company or any Company Subsidiary as a director, officer, trustee, partner, fiduciary, employee or agent of another corporation, partnership, joint venture, trust, pension or expense advancement and other employee benefit plan or enterprise, unless such amendment or modification is required by Law. The individuals to which obligations provided for in this Section 5.10.1 applies shall be intended third party beneficiaries of this Section 5.10.15.5. Section 5.10.2 (c) For six (6) years from following the Effective Time, Parent shall maintain in effect the Surviving Corporation shall provide to the Company’s directors current level and officers (as scope of directors’ and officers’ liability insurance or a tail insurance policy of the date hereof same level and as of scope for the Effective Timesix (6) an year period, in each case covering those persons who are covered by the Company Group’s directors’ and officers’ liability insurance and indemnification policy that provides coverage for events occurring prior to presently maintained by the Effective Time (the “D&O Insurance”) that is no less favorable 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 coverageCompany Group; provided, however, that the Surviving Corporation in no event shall not Parent be required to pay expend in any one (1) year an aggregate premium for the six years of D&O Insurance amount in excess of $250,000. The provisions 300% of the immediately preceding sentence annual premium currently paid by the Company Group for such insurance; provided further, that if the annual premiums of such insurance coverage exceed such amount, Parent shall be deemed obligated to have been satisfied if prepaid policies have been obtained prior to obtain a policy with the Effective Time greatest coverage available for purposes of this Section 5.10.2, which policies provide a cost not exceeding such directors and officers with coverage for an aggregate period of six years with respect to claims arising from facts amount. On 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, Parent shallshall deliver to the Equityholder Representative reasonable evidence of the aforesaid continuation of such insurance coverages. (d) In the event that Parent, the Surviving Corporation or any of their respective successors or assigns (i) consolidates with or merges into any other Person and is not the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers or conveys all or substantially all of its properties and assets to any Person, then, and in each such case, proper provision shall be made so that the successors and assigns of Parent and the Surviving Corporation or the transferee of such properties and assets shall expressly assume and be responsible for all of the obligations thereof as set forth in this Section 5.5. (e) This Section 5.5 shall survive the Closing, is intended to benefit and may be enforced by the D&O Indemnified Parties, and shall cause be binding on all successors and assigns of Parent and the Surviving Corporation. (f) The Parties hereby acknowledge that certain of the D&O Indemnified Parties (the “Sponsor D&O Parties”) have certain rights to indemnification, advancement of expenses or insurance provided by funds managed by Affiliates of such D&O Indemnified Parties, including funds managed by the AEA Group. Parent, Merger Sub and the Company hereby agree that (i) after the Effective Time each of the Surviving Corporation toand Parent is the indemnitor of first resort (i.e., maintain such policies in full force its obligations to the Sponsor D&O Parties are primary and effectany obligation of the AEA Group to advance expenses or to provide indemnification for the same expenses or liabilities incurred by the Sponsor D&O Parties is secondary), (ii) after the Effective Time the Surviving Corporation and continue to honor the obligations thereunder. The directors and officers to whom this Section 5.10.2 applies Parent shall be intended third party beneficiaries required to advance the full amount of expenses incurred by the Sponsor D&O Parties and shall be liable for the full amount of all losses to the extent legally permitted and as required by the terms of this Section 5.10.2)5.5, without regard to any rights the Sponsor D&O Parties may have against the AEA Group and (iii) each of the Company, Parent and Merger Sub irrevocably waives, relinquishes and releases the AEA Group from any and all claims against the AEA Group for contribution, subrogation or any other recovery of any kind in respect thereof.

Indemnification of Directors and Officers. Section 5.10.1 Parent and the Surviving Corporation agree that the indemnification obligations set forth in the Company Certificate and the Company Bylaws shall survive the Merger (and, prior to a) For a period of six years after the Effective Time, Parent except as otherwise required by Law, the Buyer and the Surviving Company shall cause the Certificate of Incorporation and Bylaws Organizational Documents of the Purchaser Surviving Company to reflect contain provisions relating to the exculpation, indemnification or advancement of expenses of any current or former officers and directors that are no less favorable to such provisions) and shall not be amendedPersons than those contained in the Company’s certificate of incorporation or bylaws as in effect on the date hereof. In addition, repealed or otherwise modified for a period of six years after the Effective Time in any manner that would adversely affect Time, the rights thereunder of any individual who on or prior to Buyer shall not, and shall not permit the Effective Time was a director, officer, trustee, fiduciary, employee or agent of the Surviving Company or any Company Subsidiary of its Subsidiaries to, amend, repeal or who served at modify any provision in the request Surviving Company’s or any of its Subsidiaries’ Organizational Documents relating to the exculpation, indemnification or advancement of expenses of any current or former officers and directors (including the provisions contemplated by the immediately preceding sentence) unless required to do so by Law, it being the intent of the Company or any Company Subsidiary as parties that such Persons shall continue to be entitled to exculpation, indemnification and advancement of expenses to the fullest extent that a director, officer, trustee, partner, fiduciary, employee or agent of another corporation, partnership, joint venture, trust, pension or other employee benefit plan or enterprise, unless Delaware corporation can provide such amendment or modification is required by Law. The individuals protections to which this Section 5.10.1 applies shall be intended third party beneficiaries of this Section 5.10.1its directors and officers. Section 5.10.2 For six (b) The Surviving Company shall maintain in effect for three years from the Effective Time, the Surviving Corporation shall provide substitute directors’ and officers’ liability insurance policies with respect to the Company’s directors and officers (as of the date hereof and as of the Effective Time) an insurance and indemnification policy that provides coverage for events matters occurring prior to the Effective Time (the “D&O Insurance”) that is no containing aggregate coverage limits in an amount not less favorable than the Company’s existing policy (true aggregate coverage limits contained in the directors’ and complete copies which have been previously provided to Parent) or, if substantially equivalent officers’ liability insurance coverage is unavailable, policies maintained by the best available coverageCompany as of the date hereof; provided, however, that in no event shall the Surviving Corporation shall not Company be required to pay expend pursuant to this Section 6.10(b) more than an amount per year equal to 200% of current annual premiums paid by the Company for such insurance (which premiums the Company represents and warrants to be Forty-Six Thousand Eight Hundred Fourteen Dollars ($46,814) in the aggregate); provided, however, that in the event of an expiration, termination or cancellation of such policies, the Buyer or the Surviving Company shall be required to obtain as much coverage as is possible under substantially similar policies for such maximum annual amount in aggregate premium for the six years of D&O Insurance in excess of $250,000. annual premiums. (c) 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 for purposes of this Section 5.10.26.10 are intended for the benefit of, which policies provide such directors and officers with coverage for an aggregate period of six years with respect to claims arising from facts will be enforceable by, each current and former officer, director or events that occurred on or before the Effective Time, including, without limitation, in respect similar functionary of the transactions contemplated by this Agreement. If such prepaid policies have been obtained prior to Company or the Effective Time, Parent shallSubsidiaries and his or her heirs and representatives, and shall cause the Surviving Corporation are in addition to, maintain and not in substitution for, any other rights to indemnification or contribution that any such policies in full force and effect, and continue to honor the obligations thereunder. The directors and officers to whom this Section 5.10.2 applies shall be intended third party beneficiaries of this Section 5.10.2)person may have had by contract or otherwise.

Indemnification of Directors and Officers. Section 5.10.1 (a) From and after the Effective Time, each of Parent and the Surviving Corporation agree Company shall indemnify and hold harmless, to the fullest extent permitted under applicable Law (and each of Parent and Surviving Company 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 the indemnification obligations set forth in such Person is not entitled to indemnification), each present and former director and officer of the Company Certificate and its Subsidiaries (collectively, the Company Bylaws shall survive the Merger “Indemnified Parties”), against any costs or expenses (andincluding reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred in connection with any claim, action, suit, Proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of or pertaining to matters existing or occurring at or prior to the Effective Time, Parent shall cause including the Certificate of Incorporation and Bylaws of the Purchaser to reflect such provisions) and 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 any individual who on or prior to the Effective Time was a director, officer, trustee, fiduciary, employee or agent of the Company or any Company Subsidiary or who served at the request of the Company or any Company 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, unless such amendment or modification is required transactions contemplated by Law. The individuals to which this Section 5.10.1 applies shall be intended third party beneficiaries of this Section 5.10.1Agreement. Section 5.10.2 (b) For six years from the Effective Time, Parent shall or shall cause the Surviving Corporation shall provide Company to maintain in effect for the Company’s directors and officers (as benefit of the date hereof and as of the Effective Time) Indemnified Parties an insurance and indemnification policy with an insurer with the same or better credit rating as the current carrier for the Company that provides coverage for events acts or omissions occurring on or prior to the Effective Time (the “D&O Insurance”) that is 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 than those of the Company’s directors’ and officers’ insurance policy in effect on the date of this Agreement. Parent may satisfy its obligations under this Section 6.5(b) by purchasing a “tail” policy from an insurer with the same or better credit rating as the current carrier for the Company’s existing policy directors’ and officers’ insurance policy, which (true and complete copies which have been previously provided to Parenti) or, if substantially equivalent insurance coverage is unavailable, the best available coverage; provided, however, that the Surviving Corporation shall not be required to pay has an aggregate premium for the effective term of six years from the Effective Time, (ii) covers each person covered by the Company’s directors’ and officers’ insurance policy in effect on the date of D&O Insurance in excess of $250,000. The provisions of the immediately preceding sentence shall be deemed to have been satisfied if prepaid policies have been obtained prior to this Agreement or at the Effective Time for purposes of this Section 5.10.2, which policies provide such directors actions and officers with coverage for an aggregate period of six years with respect to claims arising from facts or events that occurred omissions occurring 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, and (iii) contains terms that are no less favorable than those of the Company’s directors’ and officers’ insurance policy in effect on the date of this Agreement. (c) Parent shall, and shall cause the Surviving Corporation toCompany to cause to be maintained in effect in the Surviving Company’s (or any successor’s) certificate of incorporation, maintain such policies bylaws or any other instruments provisions with respect to indemnification, exculpation and advancement of expenses that are at least as favorable to the intended beneficiaries as those contained in full force the Company’s certificate of incorporation, bylaws and effect, and continue to honor indemnification letters as in effect on the obligations thereunderdate of this Agreement. The directors and officers obligations of the Surviving Company under this Section 6.5 shall not be terminated or modified in such a manner as to adversely affect any Indemnified Party without the express written consent of such affected indemnitee (it being expressly agreed that the indemnitees to whom this Section 5.10.2 6.5 applies shall be intended third party beneficiaries of this Section 5.10.26.5). (d) The provisions of this Section 6.5 are intended to be for the benefit of, and will be enforceable by, each Indemnified Party, his or her heirs and his or her representatives and (ii) are in addition to, and not in substitution for, any other rights to indemnification or contribution that any such person may have by contract or otherwise. (e) If Parent, the Surviving Company, 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 each case, proper provision shall be made so that the successors and assigns of Parent or the Surviving Company, as the case may be, honor the indemnification and other obligations set forth in this Section 6.5.

Indemnification of Directors and Officers. Section 5.10.1 (a) Parent and the Surviving Corporation Mxxxxx Sub agree that the indemnification obligations set forth all rights provided in the Company Certificate Organizational Documents of the Corporation or its Subsidiaries in effect as of the date hereof or in any other agreement in place as of the date hereof and made available to Parent with respect 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 (including in respect of any matters arising in connection with this Agreement and the Company Bylaws transactions contemplated hereby) in favor of each individual who at the Effective Time is, or at any time prior to the Effective Time was, (i) a director, manager, officer or employee of the Corporation or any of its Subsidiaries or (ii) serving as a director, manager, officer or employee of any other Person at the request of the Corporation or any of its Subsidiaries (each Person referred to in clause (i) or (ii), a “D&O Indemnified Person”) shall survive the Merger and shall continue in full force and effect. For a period of six (and6) years after the Effective Time, (A) Parent shall not, and shall not permit the Surviving Corporation or any of its Subsidiaries to, amend, repeal or modify any provision in the Surviving Corporation’s or any of its respective Subsidiaries’ Organizational Documents in a manner adverse to the D&O Indemnified Persons relating to the exculpation, indemnification or advancement of expenses of any D&O Indemnified Person with respect to acts or omissions occurring at or prior to the Effective Time, whether asserted or claimed prior to, at or after the Effective Time (including in respect of any matters arising in connection with this Agreement and the transactions contemplated hereby), unless and only to the extent required by applicable Law, it being the intent of the parties that all such D&O Indemnified Persons shall continue to be entitled to such exculpation, indemnification and advancement of expenses to the fullest extent permitted by Law and that no change, modification or amendment of such documents or arrangements may be made that will adversely affect any such D&O Indemnified Person’s right thereto without the prior written consent of that D&O Indemnified Person and (B) Parent shall cause the Surviving Corporation and its Subsidiaries to, maintain any indemnification agreements in place as of the date hereof and made available to Parent of the Corporation and its Subsidiaries with any D&O Indemnified Person. (b) In addition to the other rights provided for in this Section 7.08 and not in limitation thereof, from and after the Effective Time, Parent shall cause the Certificate of Incorporation Surviving Corporation and Bylaws its Subsidiaries (each, a “D&O Indemnifying Party”) to, to the fullest extent permitted by applicable Law and the Organizational Documents of the Purchaser Corporation or its Subsidiaries in effect as of the date hereof or in any other agreement in place as of the date hereof and made available to reflect such provisionsParent with respect to exculpation, indemnification and advancement of expenses, (i) indemnify and hold harmless (and exculpate and release from any liability to Parent, the Surviving Corporation or any of its Affiliates) the D&O Indemnified Persons against all D&O Expenses (as defined below) and shall not be amendedall losses, repealed or otherwise modified for a period of six years after the Effective Time claims, damages, judgments, fines, penalties, liabilities and amounts paid in any manner that would adversely affect the rights thereunder settlement (“D&O Losses”) in respect of any individual who on threatened, pending or completed investigation, claim, action, inquiry, suit, proceeding or judgment, whether criminal, civil, administrative or investigative, based on, arising out of, relating to or in connection with the fact that such Person is or was a director, officer, manager, employee or other fiduciary of the Corporation or any of its Subsidiaries or any other entity arising out of or relating to acts or omissions occurring or existing (or alleged to have occurred or existed) at or prior to the Effective Time was (including in respect of acts or omissions in connection with this Agreement and the transactions contemplated hereby) (a director“D&O Indemnifiable Claim”) and (ii) advance, officer, trustee, fiduciary, employee or agent in accordance with the terms and procedures contained in the Organizational Documents of the Company Corporation or any Company Subsidiary or who served at the request its Subsidiaries in effect as of the Company date hereof or in any Company 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, unless such amendment or modification is required by Law. The individuals to which this Section 5.10.1 applies shall be intended third party beneficiaries of this Section 5.10.1. Section 5.10.2 For six years from the Effective Time, the Surviving Corporation shall provide to the Company’s directors and officers (agreement in place as of the date hereof and made available to Parent with respect to exculpation, indemnification and advancement of expenses, 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 that Parent and the Surviving Corporation’s obligations pursuant to clause (ii) hereunder are subject to the requirement that any Person to whom expenses are advanced provides an undertaking, if and only to the extent required by applicable Law, the D&O Indemnifying Party’s Organizational Documents or any other agreement in place as of the date hereof and made available to Parent with respect to exculpation, indemnification and advancement of expenses, to repay such advances if it is ultimately determined by final non-appealable adjudication that such Person is not entitled to indemnification. Advance payment of D&O Expenses in connection with any D&O Indemnifiable Claims shall continue, in accordance with the terms and procedures contained in the Organizational Documents of the Corporation or its Subsidiaries in effect as of the date hereof or in any other agreement in place as of the date hereof with respect to exculpation, indemnification and advancement of expenses until such D&O Indemnifiable Claim is disposed of or all judgments, orders, decrees or other rulings in connection with such D&O Indemnifiable Claim become final and nonappealable and are fully and finally satisfied. For the purposes of this Section 7.08, “D&O Expenses” shall include attorneys’ fees, expert fees, arbitrator and mediator fees and all other costs, charges and expenses paid or incurred in connection with investigating, defending, being a witness in or otherwise participating in (including on appeal or in response to a non-party subpoena), or preparing to defend, to be a witness in or otherwise participate in, any D&O Indemnifiable Claim. (c) The Corporation shall cause the Surviving Corporation as of the Effective Time to obtain, and Parent shall fully pay for, a “tail” insurance policy with a claims period of at least six (6) years from and after the Effective Time, from an insurance carrier with the same or better credit ratings as the Corporation’s current insurance carrier with respect to officers’ and directors’ liability insurance and fiduciary liability insurance (collectively, “D&O Insurance”), for the persons who are covered by the existing D&O Insurance of the Corporation 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 such 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, prior to or after the Effective Time (including in connection with this Agreement and the transactions contemplated hereby), and Parent shall cause the Surviving Corporation to maintain such D&O Insurance in full force and effect for its full term; provided, that in no event shall the premium of the D&O Insurance exceed 300% of the Corporation’s and its Subsidiaries’ most recent annual premium allocation for applicable existing policies as of the Closing (the “D&O Policy Cap”). If the Corporation and the Surviving Corporation for any reason fail to obtain such “tail” insurance policies 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 no less favorable 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 required to pay an aggregate premium for the six years of D&O Insurance in excess of $250,000. 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 for purposes of this Section 5.10.2, which policies provide such directors and officers with coverage for an aggregate period of six 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, Parent shall, and shall cause the Surviving Corporation toto continue to maintain in effect the Corporation’s existing D&O Insurance, maintain at no expense to the beneficiaries, for a period of at least six (6) years from and after the Effective Time, for the persons who are covered by the Corporation’s existing D&O Insurance, with terms, conditions, retentions and levels of coverage (including as coverage relates to deductibles and exclusions) at least as favorable as provided in the Corporation’s existing D&O Insurance as of the date of this Agreement, or, if such policies insurance is unavailable, Parent shall, or shall cause the Surviving Corporation to purchase the best available D&O Insurance for such six (6) year period from an insurance carrier with the same or better credit rating as the Corporation’s current insurance carrier with respect to the Corporation’s existing D&O Insurance with terms, conditions, retentions and levels of coverage (including as coverage relates to deductibles and exclusions) at least as favorable as provided in full force the Corporation’s existing D&O Insurance as of the date of this Agreement, a copy of which has been made available to Parent; provided, that in no event shall the aggregate annual cost of the D&O Insurance exceed the D&O Policy Cap. (d) In the event that Parent, the Surviving Corporation or any of their respective successors or assigns (i) consolidates with or merges into any other Person and effectis not the continuing or surviving company or entity of such consolidation or merger or (ii) transfers or conveys fifty percent (50%) or more of its properties and other assets to any Person (including by liquidation, dissolution or assignment for the benefit of creditors or similar action), then, and continue in each such case, Parent or the Surviving Corporation, as the case may be, shall cause proper provision to honor be made so that the applicable successors and assigns or transferees expressly assume the obligations thereunderset forth in this Section 7.08. (e) The Surviving Corporation shall be a full indemnitor of first resort, shall be required to advance the full amount of all D&O Expenses incurred by a D&O Indemnified Person (as defined below) and shall be liable for the full amount of all D&O Losses, in each case, to the extent legally permitted and required in the Organizational Documents of the Corporation or its Subsidiaries in effect as of the date hereof or in any other agreement in place as of the date hereof and made available to Parent with respect to exculpation, indemnification and advancement of expenses, without regard to any rights a D&O Indemnified Person may have against any other Person (collectively, the “Other Indemnitors”) or otherwise or any insurer providing insurance coverage under an insurance policy issued to any other direct or indirect holder of Shares or any of their respective Affiliates. Each of Parent and the Surviving Corporation further agrees that no advancement or payment by any Other Indemnitor with respect to any D&O Indemnifiable Claim or any D&O Expenses shall alter or limit the obligations of the Surviving Corporation hereunder and that any Other Indemnitor shall have a right of contribution and be subrogated to the extent of such advancement or payment to all of the rights of recovery of the D&O Indemnified Person against the Surviving Corporation and its Subsidiaries with respect thereto, and the Surviving Corporation and its Subsidiaries hereby irrevocably waive, relinquish and release the Other Indemnitors for contribution, subrogation or any other recovery in respect thereof. (f) Notwithstanding anything to the contrary contained herein or otherwise, the rights and benefits of the D&O Indemnified Persons under this Section 7.08 shall not be terminated or modified in any manner as to adversely affect any D&O Indemnified Person without the prior written consent of such D&O Indemnified Person. The directors and officers to whom this Section 5.10.2 applies shall be intended third party beneficiaries provisions of this Section 5.10.2)7.08 are intended to be 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 legal representatives, each of whom is an intended third-party beneficiary of this Section 7.08 and are in addition to, and not in substitution for, any other rights, including any rights to indemnification or contribution that any such Person may have by Contract or otherwise. The provisions of this Section 7.08 shall survive the consummation of the Mergers.

Indemnification of Directors and Officers. Section 5.10.1 Parent and the Surviving Corporation agree that the indemnification obligations set forth in the Company Certificate and the Company Bylaws shall survive the Merger (and, prior to the Effective Time, Parent shall cause the Certificate of Incorporation and Bylaws of the Purchaser to reflect such provisionsa) and shall not be amended, repealed or otherwise modified for For a period of six (6) years after the Effective Time in any manner that would adversely affect Closing Date, the rights thereunder of any individual who on or prior Purchaser shall cause the Target Companies to, to the Effective Time was a directorfullest extent permitted under applicable Law and the respective Organizational Documents of the Target Companies as in effect on the date of this Agreement, officermaintain the existing exculpation, trustee, fiduciary, employee indemnification and related advancement of expenses provisions of such Organizational Documents of the Target Companies with respect to each director or agent officer or former director or officer of the Company or any and each Company Subsidiary (collectively, the “Indemnified Directors and Officers”); provided that if any claim or who served at claims are asserted or made within such period, all rights to exculpation, indemnification and advancement of expenses in respect of any such claim or claims shall continue until final disposition of such claim or claims. In the request event any Target Company fails to make any payment when due under the provisions referred to in this Section 5.10(a), the Purchaser shall make, or cause to be made, such payment. Notwithstanding the foregoing, none of the Company Indemnified Directors and Officers shall be entitled to indemnification or any Company Subsidiary as a director, officer, trustee, partner, fiduciary, employee exculpation or agent advancement of another corporation, partnership, joint venture, trust, pension or other employee benefit plan or enterprise, unless such amendment or modification is required by Law. The individuals expenses pursuant to which this Section 5.10.1 applies shall be intended third party beneficiaries 5.10 to the extent any Purchaser Indemnified Party is entitled to indemnification pursuant to Article VII except, and solely, to the extent of this Section 5.10.1any payments made directly from the insurers under the D&O Tail (and, for the avoidance of doubt, after payment of any applicable deductible thereunder). Section 5.10.2 For six years from (b) Contemporaneously with the Effective TimeClosing, the Surviving Corporation Purchaser shall provide cause the Company to, and the Company shall, purchase and maintain in effect a “tail” insurance policy providing directors’ and officers’ liability insurance coverage for the benefit of the Indemnified Directors and Officers with respect to matters occurring on or before the Closing Date on substantially similar terms to the Company’s directors directors’ and officers (officers’ liability insurance policy or policies maintained by any Target Company as of the date hereof of this Agreement (including coverage amounts and as of the Effective Timelimitations) an insurance and indemnification policy that provides coverage for events occurring prior to the Effective Time (the “D&O InsuranceTail”) that is no less favorable 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 Purchaser shall not be required to pay for such “tail” insurance policy an aggregate annual premium for the six years of D&O Insurance in excess of $250,000. The provisions 250% of the immediately preceding sentence Target Companies’ aggregate current annual premium for directors’ and officers’ insurance policy (the “Premium Cap”), and to the extent the annual premium for such D&O Tail would exceed the Premium Cap, the Purchaser shall be deemed use commercially reasonable efforts to have been satisfied if prepaid cause the Company to maintain in effect, at no expense to the beneficiaries, for a period of at least six (6) years from the Closing Date for the Indemnified Directors and Officers, a directors’ and officers’ insurance policy with the best overall terms, conditions, retentions and levels of coverage reasonably available for an annual premium equal to the Premium Cap; provided further, however, that the Company may substitute therefor policies have been obtained of at least the same coverage containing terms and conditions which are no less advantageous to the beneficiaries thereof so long as such substitution does not result in gaps or lapses in coverage with respect to matters occurring prior to the Effective Time for purposes of Closing Date. (c) The covenants set forth in this Section 5.10.2, which policies provide such directors and officers with coverage 5.10 are intended to be for an aggregate period of six 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, Parent shallbenefit of, and shall cause be enforceable by, each of the Surviving Corporation to, maintain such policies in full force Indemnified Directors and effectOfficers and his or her respective heirs and legal representatives, and continue to honor each of the obligations thereunder. The directors Indemnified Directors and officers to whom this Section 5.10.2 applies Officers shall be intended third party beneficiaries of this Agreement, with the right to enforce the provisions of this Section 5.10.2)5.10 against the Parties. (d) If, after the Closing, the Purchaser, any Target Company or any of their respective successors or assigns shall: (i) merge or consolidate with or merge into any other Person, or otherwise enter into any business combination with any other Person, and shall not be the surviving or continuing Person of such merger, consolidation or business combination; or (ii) transfer all or substantially all of its respective properties and assets to any Person, then in each such case, the Purchaser shall take all necessary actions to ensure that the successors or assigns of the Purchaser or any Target Company shall assume all of the obligations of their predecessors set forth in this Section 5.10.

Indemnification of Directors and Officers. Section 5.10.1 Parent (a) Purchaser agrees (i) that all rights to indemnification and/or advancement of expenses in favor of the directors, officers, employees, and agents of any Group Company (each, a “D&O Indemnitee” and collectively, the Surviving Corporation agree that the indemnification obligations set forth “D&O Indemnitees”), as provided in the Organizational Documents of such Group Company Certificate and in effect as of the Company Bylaws date hereof or pursuant to any Contracts made available to Purchaser prior to the date hereof, in each case with respect to any matters occurring prior to the applicable Closing, shall survive the Merger applicable Closing and shall continue in full force and effect and (andii) subject to Section 5.12(b), prior to the Effective Time, Parent that Purchaser shall cause the Certificate Group Companies to perform and discharge their respective obligations to provide such indemnification and/or advancement of Incorporation expenses following the applicable Closing. For a period of six (6) years after the applicable Closing, any indemnification and Bylaws liability limitation or exculpation provisions contained in the Organizational Documents of the Purchaser to reflect such provisions) and Group Companies shall not be amended, repealed or otherwise modified for a period of six years after the Effective Time applicable Closing in any manner that would adversely affect the rights thereunder of individuals who, as of the applicable Closing or at any individual who on or time prior to the Effective Time was a directorapplicable Closing, officer, trustee, fiduciary, employee or agent of the Company or any Company Subsidiary or who served at the request of the Company or any Company 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 enterprisewere D&O Indemnitees, unless such amendment amendment, repeal or modification is required by applicable Law. The individuals to which this Section 5.10.1 applies shall be intended third party beneficiaries of this Section 5.10.1. Section 5.10.2 For six years from (b) Purchaser shall obtain, by the Effective TimePrincipal Closing, to be effective as of the Surviving Corporation shall provide to applicable Closing, a “tail” policy (the Company’s “D&O Tail Policy”) covering directors and officers (liability and fiduciary liability for the Group Companies for the benefit of those Persons who are covered by any directors and officers and fiduciary liability insurance policies of the Group Companies as of the date hereof and as of this Agreement or at the Effective Time) an insurance and indemnification policy that provides coverage for events applicable Closing, with respect to matters occurring prior to the Effective Time applicable Closing, subject to the following terms: (the “D&O Insurance”i) that is be for a period of no less favorable than six (6) years after the Company’s applicable Closing Date, (ii) have a limit of liability of (A) $20,000,000 for directors and officers liability and (B) $5,000,000 for fiduciary liability, and (iii) have a maximum deductible of $1,000,000. Purchaser shall pay, or cause to be paid, one hundred percent (100%) of the total cost of coverage under the D&O Tail Policy up to an aggregate amount not to exceed two hundred percent (200%) of the amounts of the current annual premium of the Group Companies’ existing policy (true directors and complete copies which have been previously provided to Parent) orofficers and fiduciary liability insurance policies, it being understood that if substantially equivalent the total cost of coverage for the insurance coverage is unavailabledescribed in the foregoing sentence exceeds such amount, Purchaser shall obtain a policy with the best greatest coverage available coveragefor such cost; providedprovided that, howeverfor the avoidance of doubt, that the Surviving Corporation such amount payable by Purchaser shall not be required to pay an aggregate premium for the six years of D&O Insurance in excess of $250,000. constitute a Transaction Expense. (c) 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 for purposes of this Section 5.10.2, which policies provide such directors 5.12 shall survive the applicable Closing and officers with coverage are intended to be for an aggregate period of six 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, Parent shallbenefit of, and shall cause be enforceable by, each D&O Indemnitee, their heirs and their personal Representatives and shall be binding on all successors and assigns of Purchaser and the Surviving Corporation to, maintain such policies in full force and effectGroup Companies, and continue may not be terminated or modified in any manner adverse to honor the obligations thereunder. The directors and officers to whom this Section 5.10.2 applies shall be intended third party beneficiaries of this Section 5.10.2)such Persons without their prior written consent, unless such termination or modification is required by applicable Law.

Indemnification of Directors and Officers. Section 5.10.1 Parent (a) All rights to indemnification now existing in favor of the present directors or officers of Banner and the Surviving Corporation agree that the indemnification obligations set forth its respective subsidiaries as provided in the Company Certificate and DGCL, their respective certificates or articles of incorporation or by-laws or otherwise in effect on the Company Bylaws date hereof shall survive the Merger (for a period of six years, and, prior to the Effective Timeduring such period, Parent shall cause the Certificate of Incorporation and Bylaws of the Purchaser to reflect such provisions) and Surviving corporation shall not be amendedamended to reduce or limit the rights of indemnity of the present directors or officers of Banner, repealed or otherwise modified for a period the ability of six years the Surviving Corporation to indemnify them, nor to hinder, delay or make more difficult the exercise of such rights of indemnity or the ability to indemnify. In addition, Banner (and, after the Effective Time Time, the Surviving Corporation) shall pay expenses in any manner that would adversely affect advance of the rights thereunder final disposition of any individual who on action or prior proceeding to the Effective Time was a director, officer, trustee, fiduciary, employee full extent permitted by law to each director or agent officer of Banner and its respective subsidiaries seeking indemnification pursuant to the Company existing rights of indemnification required to be maintained in the preceding sentence upon receipt of an undertaking by such director or any Company Subsidiary or who served at the request of the Company or any Company 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, unless officer to repay all amounts so advanced if it is judicially determined that such amendment or modification person is required by Law. The individuals not entitled to which this Section 5.10.1 applies shall be intended third party beneficiaries of this Section 5.10.1indemnification. Section 5.10.2 For six years from (b) From and after the Effective Time, the Surviving Corporation shall provide maintain, and Xxxxxxxxx agrees to cause the Company’s directors Surviving Corporation to maintain, for not less than six years, Banner's current policies of directors' and officers (as of the date hereof officers' liability insurance with respect to actions and as of the Effective Time) an insurance and indemnification policy that provides coverage for events omissions occurring prior to the Effective Time (to the “D&O Insurance”) that is no less favorable than the Company’s existing policy (true and complete copies which have been previously provided to Parent) extent available or, if not available, substantially equivalent policies; provided that in no event shall the Surviving Corporation be required to expend to maintain or procure insurance coverage is unavailablepursuant to this Section 8.9 an amount per annum in excess of 150% of the current annual premiums for the twelve-month period ended September 30, 1998 (the "Maximum Premium") with respect to such insurance or, if the cost of such coverage exceeds the Maximum Premium, the best maximum amount of coverage that can be purchased or maintained for the Maximum Premium. In the event any claim is made against present directors or officers of the Company that is covered, in whole or in part, or potentially so covered by insurance, the Surviving Corporation and Xxxxxxxxx shall do nothing that would forfeit, jeopardize, restrict or limit the insurance coverage available coverage; providedfor that claim until the final disposition of that claim. Any such policy may in the sole discretion of the Surviving Corporation be one or more "tail" policies for all or any portion of the six-year period referred to above. (c) This Section 8.9 shall survive the consummation of the Merger. The provisions of this Section 8.9 are intended to be for the benefit of, howeverand shall be enforceable by, the present and former directors or officers of Banner, as the case may be. If the Surviving Corporation or any of its successors or assigns (i) consolidates with or merges into any other corporation or entity and is not the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers all or substantially all of its properties or assets to any individual, corporation or any other entity, in each such case, proper provision shall be made so that the successors and assigns of the Surviving Corporation shall not be required to pay an aggregate premium for assume the six years of D&O Insurance obligations set forth in excess of $250,000. 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 for purposes of this Section 5.10.2, which policies provide such directors and officers with coverage for an aggregate period of six 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, Parent shall, and shall cause the Surviving Corporation to, maintain such policies in full force and effect, and continue to honor the obligations thereunder. The directors and officers to whom this Section 5.10.2 applies shall be intended third party beneficiaries of this Section 5.10.2)8.9.

Indemnification of Directors and Officers. Section 5.10.1 Parent (a) From and after the Closing Date, until the sixth anniversary of the Closing Date, except as such Organizational Documents are being amended in connection with the Mergers in accordance with this Agreement, USPowerGenCo and its Subsidiaries (including the EBG Surviving Company and its Subsidiaries and the Astoria Surviving Corporation agree Company and its Subsidiaries) shall, to the fullest extent permitted under applicable law and their respective Organizational Documents as in effect on the date hereof, to maintain their existing indemnification provisions with respect to, and indemnify and hold harmless, each present and former director and officer of Astoria, USPowerGenCo and their respective Subsidiaries (collectively, the “Indemnified Parties”) 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 any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of or pertaining to any facts or events existing or occurring at or prior to 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 all such claims. USPowerGenCo shall, or shall cause its Subsidiaries to, advance expenses to an Indemnified Party, as incurred, to the fullest extent permitted under applicable law; provided that the Indemnified Party to whom expenses are advanced provides an undertaking to repay such advances if it is determined by a court of competent jurisdiction in a final order as to which the time for appeal has expired or decree that such 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 USPowerGenCo thereof, (ii) any counsel retained by the Indemnified Parties for any period after the Closing Date shall be subject to the consent of USPowerGenCo (which consent shall not be unreasonably withheld), (iii) USPowerGenCo shall not 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) USPowerGenCo shall not be liable for any settlement effected without its written consent (which consent shall not be unreasonably withheld). USPowerGenCo shall not 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 obligations set forth of such Indemnified Party in the Company Certificate and manner contemplated hereby is prohibited by applicable law. (b) For a period of six years after the Company Bylaws shall survive the Merger (andClosing Date, prior to the Effective TimeUSPowerGenCo shall, Parent or shall cause the Certificate of Incorporation its Subsidiaries to, maintain in effect directors’ and Bylaws officers’ liability insurance policies no less favorable than those maintained by Astoria, EBG and their respective Subsidiaries as of the Purchaser date hereof with respect to reflect such provisions) and claims arising from or related to facts or events that occurred at or before the Closing Date; provided, however, that USPowerGenCo or its Subsidiaries shall not be amendedobligated to make annual premium payments for such insurance to the extent such premiums exceed 300% of the annual premiums paid as of the date hereof by Astoria, repealed EBG and their respective Subsidiaries for such insurance (such 300% amount, the “Maximum Premium”). If such insurance coverage cannot be obtained at all, or otherwise modified can only be obtained at an annual premium in excess of the Maximum Premium, USPowerGenCo shall, or shall cause its Subsidiaries to, maintain the most advantageous policies of directors’ and officers’ insurance obtainable for an annual premium equal to the Maximum Premium; provided, further, if such insurance coverage cannot be obtained at all, USPowerGenCo shall, or shall cause its Subsidiaries to, purchase all available extended policy periods with respect to pre—existing insurance in an amount that, together with all other insurance purchased pursuant to this Section 4.10(b), does not exceed the Maximum Premium. Nothing herein shall limit the ability of USPowerGenCo to satisfy its obligations under this Section 4.10(b) by purchasing a tail policy for each of the directors’ and officers’ insurance policies in effect as of the Closing Date that covers, for a period of six years after the Effective Time in any manner that would adversely affect the rights thereunder of any individual who on or prior Closing Date, claims related to the Effective Time was a director, officer, trustee, fiduciary, employee or agent of the Company or any Company Subsidiary or who served at the request of the Company or any Company 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, unless such amendment or modification is required by Law. The individuals to which this Section 5.10.1 applies shall be intended third party beneficiaries of this Section 5.10.1. Section 5.10.2 For six years from the Effective Time, the Surviving Corporation shall provide to the Company’s directors and officers (as of the date hereof 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 no less favorable 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 required to pay an aggregate premium for the six years of D&O Insurance in excess of $250,000. 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 for purposes of this Section 5.10.2, which policies provide such directors and officers with coverage for an aggregate period of six 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, Parent shallClosing Date. USPowerGenCo agrees, and will cause its Subsidiaries, not to take any action that would have the effect of limiting the aggregate amount of insurance coverage required to be maintained for the individuals referred to in this Section 4.10. (c) If USPowerGenCo or any of its Subsidiaries or any of their successors or assigns (i) shall cause merge or consolidate with or merge into any other corporation or entity and shall not be the Surviving Corporation tosurviving 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, maintain corporation or other entity, then in each such policies in full force and effectcase, and continue to honor proper provisions shall be made so that the successors or assigns of USPowerGenCo or its Subsidiaries shall assume all of the obligations thereunder. The directors and officers to whom set forth in this Section 5.10.2 applies shall be intended third party beneficiaries of this Section 5.10.2)4.10.

Indemnification of Directors and Officers. Section 5.10.1 (a) From and after the Effective Time, Parent and the Surviving Corporation agree that shall (and Parent shall cause the Surviving Corporation to) indemnify and hold harmless the individuals who at any time prior to the Effective Time were directors or officers of the Company or any of its present or former Subsidiaries or corporate parents (the "Indemnified Parties") against any costs or expenses (including reasonable attorneys' fees), judgments, fines, losses, claims, damages or liabilities in connection with actions or omissions occurring at or prior to the Effective Time (including the transactions contemplated hereby) to the fullest extent permitted by Law, and Parent and the Surviving Corporation shall (and Parent shall cause the Surviving Corporation to) promptly advance expenses as incurred to the fullest extent permitted by Law. The articles of incorporation and bylaws of the Surviving Corporation shall contain the provisions with respect to indemnification obligations and advancement of expenses set forth in the Company Certificate articles of incorporation and amended and restated bylaws of the Company Bylaws shall survive on the Merger (anddate hereof, prior to the Effective Time, Parent shall cause the Certificate of Incorporation and Bylaws of the Purchaser to reflect such provisions) and 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 the Indemnified Parties with respect to events occurring prior to the Effective Time, unless such modification is required by Law. (b) Parent and the Surviving Corporation shall (and Parent shall cause the Surviving Corporation to) maintain in effect for not less than six (6) years from the Effective Time the current policies of directors' and officers' liability insurance and fiduciary liability insurance maintained by the Company and the Company's Subsidiaries for the Indemnified Parties and any individual who on other employees, agents or other individuals otherwise covered by such insurance policies prior to the Effective Time (collectively, the "Insured Parties") with respect to matters occurring at or prior to the Effective Time was (including the transactions contemplated hereby) or a director, officer, trustee, fiduciary, employee "tail" or agent of the Company or any Company Subsidiary or who served at the request of the Company or any Company 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, unless "run-off" policy providing such amendment or modification is required by Law. The individuals coverage with respect to which this Section 5.10.1 applies shall be intended third party beneficiaries of this Section 5.10.1. Section 5.10.2 For six years from the Effective Time, the Surviving Corporation shall provide to the Company’s directors and officers (as of the date hereof 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 no less favorable 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 coveragesuch matters; provided, however, that (i) Parent and the Surviving Corporation may substitute therefor policies of substantially the same coverage containing terms and conditions that are no less advantageous to the Insured Parties, (ii) in no event shall Parent or the Surviving Corporation be obligated to expend in order to obtain or maintain insurance coverage pursuant to this Section 6.8(b) any amount per annum in excess of 200% of the aggregate premiums currently paid or payable by the Company in 2007 (on an annualized basis) for such purpose (the "Cap"), which the Company represents and warrants to be no more than the amount set forth on Section 6.8(b) of the Company Disclosure Schedule, and (iii) if equivalent coverage cannot be obtained, or can be obtained only by paying an annual premium in excess of the Cap, Parent and the Surviving Corporation shall not only be required to pay obtain as much coverage as can be obtained by paying an aggregate annual premium for the six years of D&O Insurance in excess of $250,000. The provisions of the immediately preceding sentence shall be deemed to have been satisfied if prepaid policies have been obtained prior equal to the Effective Time for purposes of this Cap. (c) This Section 5.10.2, which policies provide such directors 6.8 is intended to benefit the Insured Parties and officers with coverage for an aggregate period of six 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, Parent shallIndemnified Parties, and shall cause be binding on all successors and assigns of Parent, Holdings, Merger Sub, the Company and the Surviving Corporation. Parent hereby guarantees the payment and performance by the Surviving Corporation toof the indemnification and other obligations pursuant to this Section 6.8 and the articles of incorporation and bylaws of the Surviving Corporation. (d) In the event that Parent, maintain 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 person of such policies in full force consolidation or merger or (ii) transfers or conveys a majority of its properties and effectassets to any person, then, and continue to honor in each such case, proper provision shall be made so that the successors, assigns and transferees of Parent or the Surviving Corporation or their respective successors or assigns, as the case may be, assume the obligations thereunder. The directors and officers to whom set forth in this Section 5.10.2 applies 6.8. (e) To the extent permitted by Law, all rights of indemnification and advancement of expenses for the benefit of any Indemnified Party shall be intended third party beneficiaries of this Section 5.10.2)mandatory rather than permissive.

Indemnification of Directors and Officers. Section 5.10.1 Parent (a) The indemnification, advancement and the Surviving Corporation agree that exculpation provisions of the indemnification obligations set forth in agreements by and among the Company Certificate and its directors and certain executive officers as in effect at the Company Bylaws Effective Time shall survive the Merger (and, prior to the Effective Time, Parent shall cause the Certificate of Incorporation and Bylaws of the Purchaser to reflect such provisions) and shall not be amended, repealed or otherwise modified for a period of six years after from the Effective Time in any manner that would adversely affect manner. The Surviving Company and its Subsidiaries shall (and Parent shall cause the rights thereunder Surviving Company and its Subsidiaries to) honor and fulfill in all respects the obligations of the Company and the Company Subsidiaries under (i) any indemnification, advancement of expenses and exculpation provision set forth in the Company Memorandum and Articles or comparable organizational documents of any individual of the Company Subsidiaries as in effect on the date of this Agreement and (ii) all indemnification agreements between the Company or any of the Company Subsidiaries and any of their respective current or former directors and officers and any person who on becomes a director or officer of the Company or any of the Company Subsidiaries prior to the Effective Time was (the “Indemnified Parties”). In addition, during the period commencing at the Effective Time and ending on the sixth anniversary of the Effective Time, the Surviving Company and its Subsidiaries shall (and Parent shall cause the Surviving Company and its Subsidiaries to) cause the memorandum and articles of association (and other similar organizational documents) of the Surviving Company and its Subsidiaries to contain provisions with respect to exculpation, advancement of expenses and indemnification that are at least as favorable to the Indemnified Parties as those contained in the Company Memorandum and Articles and other similar organizational documents of the Company Subsidiaries as in effect on the date hereof, and during such six year period, such provisions shall not be amended, repealed, or otherwise modified in any manner that would affect adversely the rights thereunder of the Indemnified Parties, except as required by applicable Law. (b) From and after the Effective Time, the Surviving Company shall indemnify and hold harmless, to the fullest extent permitted by applicable Laws, the Company Memorandum and Articles and any applicable Contracts, each Indemnified Party 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, officer, trustee, fiduciary, employee director or agent officer of the Company or any Company Subsidiary or who served services performed by such Person at the request of the Company or any Company Subsidiary, including (i) any and all matters pending, existing or occurring at or prior to the Effective Time, whether asserted or claimed prior to, at or after the Effective Time, and (ii) any claim arising from the transactions contemplated hereby, and any actions taken by Parent with respect thereto (including any disposition of assets of the Surviving Company or any Company 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, unless such amendment or modification which is required by Law. The individuals alleged to which this Section 5.10.1 applies shall be intended third party beneficiaries of this Section 5.10.1have rendered the Surviving Company and/or any Company Subsidiary insolvent). Section 5.10.2 For six years from (c) Prior to the Effective Time, the Company shall and, if the Company is unable to, Parent shall cause the Surviving Corporation shall provide to the Company’s directors and officers (as of the date hereof and Company as of the Effective TimeTime to, obtain and fully pay the premium for the extension of the directors’ and officers’ liability coverage of the Company’s existing directors’ and officers’ insurance policies, for a claims reporting or discovery period of at least six (6) an insurance years from and indemnification policy that provides coverage for events occurring after the Effective Time with respect to any claim related to any period or 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 (the “D&O Insurance”) with terms, conditions, retentions and limits of liability that is no less are at least as favorable than as the coverage provided under the Company’s existing policy (true and complete copies which have been previously provided with respect to Parent) or, if substantially equivalent insurance coverage is unavailable, the best available coverage; provided, however, that the Surviving Corporation shall not be required to pay an aggregate premium for the six years of D&O Insurance in excess of $250,000. The provisions any matter claimed against a director or officer of the immediately preceding sentence shall be deemed to have been satisfied if prepaid policies have been obtained 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 connection with this Agreement or the transactions or actions contemplated hereby); provided that in no event shall Parent or the Surviving Company be required to expend for purposes such policy pursuant to this sentence an annual premium amount in excess of three-hundred percent (300%) of the annual premiums currently paid by the Company for such insurance; provided, further that if the annual premiums of such insurance coverage exceed such amount, the Surviving Company shall obtain a policy with the greatest coverage available for a cost not exceeding such amount. (d) In the event Parent or the Surviving Company 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 company or entity of such consolidation or merger or (ii) transfers all or substantially all of their respective properties and assets to any Person, then, and in each such case, proper provision shall be made so that the successors and assigns of Parent or the Surviving Company, as the case may be, shall assume the obligations set forth in this Section 6.12. (e) The agreements and covenants contained in this Section 6.12 shall not be deemed to be exclusive of any other rights to which any such 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 Company or any of the Company Subsidiaries or their respective officers, directors and employees. (f) The provisions of this Section 5.10.2, which policies provide such directors and officers with coverage for an aggregate period of six years with respect to claims arising from facts or events that occurred on or before 6.12 shall survive the Effective Time, including, without limitation, in respect consummation of the transactions contemplated by this Agreement. If such prepaid policies have been obtained prior Merger and are intended to be for the Effective Time, Parent shallbenefit of, and shall cause be enforceable by, each of the Surviving Corporation toIndemnified Parties, maintain such policies in full force their respective heirs and effect, and continue to honor the obligations thereunder. The directors and officers to whom this Section 5.10.2 applies shall be intended third party beneficiaries of this Section 5.10.2)representatives.

Indemnification of Directors and Officers. Section 5.10.1 (a) The Company, Merger Sub and Parent and the Surviving Corporation agree that the indemnification and exculpation obligations set forth in the Company Certificate and Company By-laws existing in favor of those persons who are directors and officers of the Company Bylaws shall survive as of the Merger (and, Agreement Date for their acts and omissions as directors and officers thereof prior to the Effective Time, shall survive the Merger and be honored and be given full force and effect by Parent shall cause and Merger Sub to the Certificate of Incorporation and Bylaws of the Purchaser to reflect such provisions) and shall not be amended, repealed or otherwise modified fullest extent permitted by Delaware Law for a period of six years after the from Effective Time in any manner that would adversely affect the rights thereunder of any individual who on or prior to the Effective Time was a director, officer, trustee, fiduciary, employee or agent of the Company or any Company Subsidiary or who served at the request of the Company or any Company 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, unless such amendment or modification is required by Law. The individuals to which this Section 5.10.1 applies shall be intended third party beneficiaries of this Section 5.10.1Time. Section 5.10.2 (b) For six years from the Effective Time, the Surviving Corporation Parent shall provide to the Company’s directors and officers (officers, as of the date hereof and as of the Effective Time) Agreement Date, an insurance and indemnification policy that provides coverage for events occurring prior to the Effective Time (the “D&O Insurance”) that is no less favorable than the Company’s existing policy policies (true and complete copies which have been previously provided or made available to Parent) or, if substantially equivalent insurance coverage is unavailable, the best available coverage; provided, however, that the Surviving Corporation Parent shall not be required to pay an aggregate annual premium for the six years of D&O Insurance with respect to the Company in excess of $250,000300% of the last annual premium paid by the Company prior to the Agreement Date for D&O Insurance with respect to the Company. 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 for purposes of this Section 5.10.25.12, which policies provide such directors and officers with coverage for an aggregate period of six 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, Parent shall, and shall cause the Surviving Corporation to, maintain such policies in full force and effect, and continue to honor the obligations thereunder. The . (c) From and after the Effective Time, Parent and the Surviving Corporation also agree to indemnify and hold harmless the present and former officers and directors of the Company in respect of acts or omissions occurring prior to the Effective Time to the extent provided in any written indemnification agreements listed in Section 6.12(c) of the Company Disclosure Schedule between the Company and such officers to whom this Section 5.10.2 applies shall be intended third party beneficiaries of this Section 5.10.2)and directors.

Indemnification of Directors and Officers. Section 5.10.1 Parent and The Delaware General Corporation Law (the Surviving Corporation agree that “DGCL”) permits the indemnification obligations set forth by a Delaware corporation of its directors, officers, employees and other agents against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement in connection with specified actions, suits or proceedings, whether civil, criminal, administrative or investigative (other than derivative actions which are by or in the Company Certificate 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 Company Bylaws shall survive best interests of the Merger (corporation, and, prior with respect to any criminal action or proceeding, had no reasonable cause to believe their conduct was unlawful. A similar standard of care is applicable in the case of derivative actions, except that indemnification only extends to expenses (including attorneys’ fees) incurred in connection with defense or settlement of such an action and requires court approval before there can be any indemnification where the person seeking indemnification has been found liable to the Effective Timecorporation. As permitted by Delaware law, Parent shall cause the Registrant’s Certificate of Incorporation and Bylaws provides that no director of the Purchaser Registrant will be personally liable to reflect the Registrant or its stockholders for monetary damages for breach of fiduciary duty as a director, except for liability (a) for any breach of duty of loyalty to the Registrant or to its stockholders, (b) for acts or omissions not in good faith or that involve intentional misconduct or a knowing violation of law, (c) under Section 174 of the DGCL, or (d) for any transaction from which the director derived an improper personal benefit. The Registrant’s Certificate of Incorporation further provides that the Registrant must indemnify its directors and executive officers and may indemnify its other officers, employees and agents to the fullest extent permitted by Delaware law. The Registrant believes that indemnification under its Certificate of Incorporation covers negligence and gross negligence on the part of indemnified parties. The Registrant has entered into indemnification agreements with each of its directors and officers. These agreements, among other things, require the Registrant to indemnify such provisions) directors and shall not be amendedofficers for certain expenses (including attorneys’ fees), repealed or otherwise modified for a period of six years after the Effective Time judgments, fines and settlement amounts incurred by any such person in any manner that would adversely affect the rights thereunder action, suit or proceeding, and any appeal therefrom, arising out of any individual who on or prior to the Effective Time was such person’s services as a director, officer, trustee, fiduciary, employee or agent of the Company Registrant or any Company Subsidiary or who served services provided at the request of the Company or any Company Subsidiary as a director, officer, trustee, partner, fiduciary, employee or agent of Registrant to another corporation, partnership, joint venture, trust, pension or other employee benefit plan or other enterprise, unless such amendment or modification is required by Law. The individuals to which this Section 5.10.1 applies shall be intended third party beneficiaries reason of this Section 5.10.1. Section 5.10.2 For six years from the Effective Time, the Surviving Corporation shall provide to the Company’s directors and officers (as of the date hereof 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 no less favorable 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 required to pay an aggregate premium for the six years of D&O Insurance in excess of $250,000. The provisions of the immediately preceding sentence shall be deemed any action alleged to have been satisfied if prepaid policies have been obtained prior taken or omitted in such capacity. In the case of a derivative action where the director or officer is found liable to the Effective Time Registrant, no indemnification shall be made unless a court finds that the director or officer is fairly and reasonably entitled to indemnity for purposes of this Section 5.10.2such expenses which the court shall deem proper. Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, which policies provide officers or persons controlling the Registrant pursuant to such directors and officers with coverage for an aggregate period of six years with respect to claims arising from facts or events provisions, the Registrant has been informed that occurred on or before in the Effective Time, including, without limitation, in respect opinion of the transactions contemplated by this Agreement. If Securities and Exchange Commission such prepaid policies have been obtained prior to the Effective Time, Parent shall, indemnification is against public policy as expressed in such Act and shall cause the Surviving Corporation to, maintain such policies in full force and effect, and continue to honor the obligations thereunder. The directors and officers to whom this Section 5.10.2 applies shall be intended third party beneficiaries of this Section 5.10.2)is therefore unenforceable.

Indemnification of Directors and Officers. Section 5.10.1 Parent All rights to indemnification and the Surviving Corporation agree that the indemnification obligations set forth permitted limitations of liability for monetary damages existing in the Company Certificate and the Company Bylaws shall survive the Merger (and, prior to the Effective Time, Parent shall cause the Certificate of Incorporation and Bylaws favor of the Purchaser to reflect such provisions) present or former directors, officers and 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 any individual who on or prior to the Effective Time was a director, officer, trustee, fiduciary, employee or agent employees of the Company or any of its Subsidiaries (other than for indemnification claims for Losses under Article IX of this Agreement) (the "Covered D&O Indemnitees") as provided in the Company's certificate of incorporation or bylaws as in effect on the date hereof or pursuant to any agreements previously disclosed by the Company Subsidiary to Parent in writing with specific reference to this Section, or who served at the request certificate of incorporation, bylaws or similar constitutive documents of any of the Company or any Company Subsidiary Company's Subsidiaries 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, unless such amendment or modification is required by Law. The individuals to which this Section 5.10.1 applies shall be intended third party beneficiaries of this Section 5.10.1. Section 5.10.2 For six years from the Effective Time, the Surviving Corporation shall provide to the Company’s directors and officers (in effect as of the date hereof and as of the Effective Time) an insurance and indemnification policy that provides coverage for events with respect to matters occurring prior to the Effective Time (the “D&O Insurance”) that is no less favorable 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 required to pay an aggregate premium for the six years of D&O Insurance in excess of $250,000. 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 for purposes of this Section 5.10.2, which policies provide such directors and officers with coverage for an aggregate period of six years with respect to claims arising from facts or events that occurred on or before the Effective Time, including, including without limitation, in respect of limitation the transactions contemplated by this Agreement) shall survive the Merger and shall continue in full force and effect (to the extent consistent with applicable law) after the Effective Time, without material alteration or amendment. If such prepaid policies have been obtained prior to After the Effective Time, Parent shall, and shall cause the Surviving Corporation to, maintain indemnify, defend and hold harmless Covered D&O Indemnitees against all losses, claims, damages or liabilities arising out of actions or omissions occurring at or prior to the Effective Time (including without limitation the transactions contemplated by this Agreement) to the full extent then permitted under the DGCL and by the Company's certificate of incorporation or bylaws as in effect on the date hereof; provided that such policies in full force and effectindemnification shall be subject to any limitation imposed from time to time under applicable Law. Without limiting the foregoing, the Surviving Corporation, to the extent permitted by applicable Law, will periodically advance expenses as incurred with respect to the foregoing to the fullest extent permitted under applicable Law; provided that the person to whom the expenses are advanced provides an undertaking to repay such advances if it is ultimately determined that such person is not entitled to indemnification. This Section is intended for the benefit of, and continue to honor the obligations thereunder. The directors and officers to whom this Section 5.10.2 applies shall be intended third party beneficiaries of this Section 5.10.2)enforceable by, the Covered D&O Indemnitees, their heirs and personal representatives and shall be binding on the Surviving Corporation or Parent or their respective successors or assigns.

Indemnification of Directors and Officers. Section 5.10.1 (a) Parent and the Surviving Corporation agree that the all rights to indemnification obligations set forth in the Company Certificate and the Company Bylaws shall survive the Merger (and, prior to the Effective Time, Parent shall cause the Certificate of Incorporation and Bylaws of the Purchaser to reflect such provisions) and shall not be amended, repealed exculpation from liabilities for acts or otherwise modified for a period of six years after the Effective Time in any manner that would adversely affect the rights thereunder of any individual who on omissions occurring at or prior to the Effective Time was a director, officer, trustee, fiduciary, employee (and rights for advancement of expenses) now existing in favor of the current or agent former directors or officers of the Company and its Subsidiaries (the "Indemnified Parties") as provided in their respective Certificates of Incorporation or Bylaws (or comparable organizational documents) and any Company Subsidiary indemnification or who served at the request other agreements of the Company or any Company Subsidiary and its Subsidiaries as a director, officer, trustee, partner, fiduciary, employee or agent in effect on the date of another corporation, partnership, joint venture, trust, pension or other employee benefit plan or enterprise, unless such amendment or modification is required by Law. The individuals to which this Section 5.10.1 applies Agreement shall be intended third party beneficiaries of this Section 5.10.1. Section 5.10.2 For six years from the Effective Time, assumed by the Surviving Corporation shall provide to in the Company’s directors and officers (as of the date hereof and as of the Effective Time) an insurance and indemnification policy that provides coverage for events occurring prior to Merger, without further action, at the Effective Time (and shall survive the “D&O Insurance”) that is no less favorable than the Company’s existing policy (true Merger and complete copies which have been previously provided to Parent) orshall continue in full force and effect in accordance with their terms, if substantially equivalent insurance coverage is unavailable, the best available coverage; provided, however, and Parent shall ensure that the Surviving Corporation complies with and honors the foregoing obligations. (b) In the event that the Surviving Corporation or any of its successors or assigns (i) consolidates with or merges into any other Person and is not the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers or conveys all or substantially all its properties and assets to any Person, or if Parent dissolves the Surviving Corporation, then, and in each such case, Parent shall cause proper provision to be made so that the successors and assigns of the Surviving Corporation assume the obligations set forth in this Section 5.8, and Parent shall ensure that such successors and assigns of the Surviving Corporation comply with and honor the foregoing obligations. (c) Parent shall, or the Company may with the prior written consent of Parent, purchase a five (5) year extended reporting period endorsement ("reporting tail coverage") under the Company's existing directors' and officers' liability insurance policy, or with the Company's prior consent, which shall not be required to pay an aggregate premium for the six years of D&O Insurance in excess of $250,000. 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 for purposes of this Section 5.10.2unreasonably withheld or conditioned, which policies provide such directors and officers with coverage for an aggregate period of six years a substantially similar policy, 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. Notwithstanding the foregoing, in no event shall Parent shall, and shall cause or the Surviving Corporation to, be obligated to expend in excess of $1,000,000 in the aggregate for payment of the premiums (the "D&O Premium Cap") for such directors' and officers' liability insurance in order to maintain such policies in full force and effect, and continue or procure insurance coverage pursuant to honor this paragraph (c). If Parent or the obligations thereunder. The directors and officers Surviving Corporation is unable to whom obtain the insurance coverage required by this Section 5.10.2 applies 5.8(c) for an aggregate amount less than or equal to the D&O Premium Cap, Parent or the Surviving Corporation, after consultation with the Company, shall obtain as much insurance as can be intended third party beneficiaries obtained for the D&O Premium Cap. (d) The provisions of this Section 5.10.2)5.8 are intended to be for the benefit of, and will be enforceable by each Indemnified Party, his or her respective heirs and representatives and may not be amended or repealed in any manner adverse to such Indemnified Party without the written consent of such Indemnified Party.

Indemnification of Directors and Officers. Section 5.10.1 Parent and the Surviving Corporation agree that the indemnification obligations set forth in the Company Certificate and the Company Bylaws shall survive the Merger (and, prior to the Effective Time, Parent shall cause the Certificate of Incorporation and Bylaws of the Purchaser to reflect such provisionsa) and 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 any individual who on or prior to the Effective Time was a director, officer, trustee, fiduciary, employee or agent of the Company or any Company Subsidiary or who served at the request of the Company or any Company 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, unless such amendment or modification is required by Law. The individuals to which this Section 5.10.1 applies shall be intended third party beneficiaries of this Section 5.10.1. Section 5.10.2 For Until six years from the Effective Time, the articles of incorporation and bylaws of the Surviving Corporation as in effect immediately after the Effective Time shall provide not be amended to reduce or limit the rights of indemnity afforded to the Company’s present and former directors and officers (as of the date hereof Company thereunder or 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 times exercise the powers granted to it by its articles of incorporation, its bylaws and as applicable law to indemnify to the fullest extent possible the present and former directors, 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) an insurance If any claim or claims shall, subsequent to the Effective Time and indemnification policy that provides coverage for events occurring within six years thereafter, be made against any present or former director, officer, employee or agent of the Company based on or arising out of the services of such Person prior to the Effective Time (in the “D&O Insurance”) that is no less favorable than capacity of such Person as a director, officer, employee or agent of 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 provisions of subsection (a) of this Section respecting the articles of incorporation and bylaws of the Surviving Corporation shall not be required to pay an aggregate premium for continue in effect until the six years final disposition of D&O Insurance in excess of $250,000. all such claims. (c) The provisions of the immediately preceding sentence shall be deemed to have been satisfied if prepaid policies have been obtained prior to Acquiror hereby agrees after the Effective Time for purposes to guarantee the payment of the Surviving Corporation's indemnification obligations described in Section 7.10(a) up to an amount determined as of the Effective Time equal to (i) the fair market value of any assets of the Surviving Corporation or any of its Subsidiaries distributed to the Acquiror or any of its Subsidiaries (other than the Surviving Corporation and its Subsidiaries), minus (ii) any liabilities of the Surviving Corporation or any of its Subsidiaries assumed by the Acquiror or any of its Subsidiaries (other than the Surviving Corporation and its Subsidiaries), minus (iii) the fair market value of any assets of the Acquiror or any of its Subsidiaries (other than the Surviving Corporation and its Subsidiaries) contributed to the Surviving Corporation or any of its Subsidiaries and (iv) plus any liabilities of the Acquiror or any of its Subsidiaries (other than the Surviving Corporation and its Subsidiaries) assumed by the Surviving Corporation or any of its Subsidiaries. (d) Notwithstanding subsections (a), (b) and (c) of this Section 5.10.27.10, the Acquiror and the Surviving Corporation shall be released from the obligations imposed by such subsection if the Acquiror shall assume the obligations of the Surviving Corporation thereunder by operation of Law or otherwise. Notwithstanding anything to the contrary in this Section 7.10, neither the Acquiror nor the Surviving Corporation shall be liable for any settlement effected without its written consent, which policies provide such directors and officers with coverage for an aggregate period of shall not be unreasonably withheld. (e) The Acquiror shall cause to be maintained in effect until six years from the Effective Time the current policies of directors' and officers' 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) with respect to claims arising from facts or events that which occurred on or before the Effective Time; provided, includinghowever, without limitation, that in respect no event shall the Acquiror or the Surviving Corporation be required to expend more than 200 percent of the transactions contemplated current annual premiums paid by the Company for such insurance. (f) The provisions of this Agreement. If such prepaid policies have been obtained prior Section 7.10 are intended to be for the Effective Time, Parent shallbenefit of, and shall cause be enforceable by, each Person entitled to indemnification hereunder and the Surviving Corporation to, maintain heirs and representatives of such policies in full force and effect, and continue to honor the obligations thereunder. The directors and officers to whom this Section 5.10.2 applies shall be intended third party beneficiaries of this Section 5.10.2)Person.

Indemnification of Directors and Officers. Section 5.10.1 Parent (a) BMC shall indemnify and the Surviving Corporation agree that the indemnification obligations set forth in the Company Certificate hold harmless each present and the Company Bylaws shall survive the Merger (andformer director and officer of BGS, prior to determined as of the Effective Time, Parent shall cause the Certificate 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 Incorporation and Bylaws of the Purchaser or pertaining to reflect such provisions) and shall not be amended, repealed matters existing or otherwise modified for a period of six years after the Effective Time in any manner that would adversely affect the rights thereunder of any individual who on occurring at or prior to the Effective Time was a director, officer, trustee, fiduciary, employee or agent of the Company or any Company Subsidiary or who served at the request of the Company or any Company 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, unless such amendment or modification is required by Law. The individuals to which this Section 5.10.1 applies shall be intended third party beneficiaries of this Section 5.10.1. Section 5.10.2 For six years from the Effective Time, the Surviving Corporation shall provide to the Company’s directors and officers (as of the date hereof 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 no less favorable 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 required to pay an aggregate premium for the six years of D&O Insurance in excess of $250,000. 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 for purposes of this Section 5.10.2, which policies provide such directors and officers with coverage for an aggregate period of six years with respect to claims arising from facts or events that occurred on or before the Effective Time, including, without limitation, in respect the Merger, the preparation, filing and mailing of the Proxy Statement and the other transactions and actions contemplated by this Agreement. If such prepaid policies have been obtained ), whether asserted or claimed prior to to, at or after the Effective Time, Parent shallto the fullest extent that BGS would have been permitted, under applicable law, indemnification agreements existing on the date hereof, the Articles of Organization or Bylaws of BGS in effect on the date hereof, to indemnify such person (and BMC 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). (b) For a period of six (6) years after the Effective Time, BMC shall maintain (to the extent available in the market) in effect a directors' and officers' liability insurance policy covering those persons who are currently covered by BGS's directors' and officers' liability insurance policy (a copy of which has been heretofore delivered to BMC) with coverage in amount and scope at least as favorable as BGS's existing coverage (which coverage may be an endorsement extending the period in which claims may be made under such existing policy); provided that in no event shall BMC be required to expend per year for such coverage more than an aggregate of 200% of the current annual premium expended by BGS to provide such coverage. (c) The provisions of this Section 7.2 are intended to be for the benefit of, and shall cause the Surviving Corporation tobe enforceable by, maintain such policies in full force each indemnified party and effecthis or her heirs and representatives, and continue to honor nothing herein shall affect any indemnification rights that any indemnified party and his or her heirs and representatives may have under the obligations thereunder. The directors and officers to whom this Section 5.10.2 applies shall be intended third party beneficiaries bylaws of this Section 5.10.2)BGS or any of its subsidiaries, any contract or applicable law.

Indemnification of Directors and Officers. Section 5.10.1 Parent (a) From and after the Surviving Corporation agree that the indemnification obligations set forth in the Company Certificate and the Company Bylaws shall survive the Merger (andClosing, prior to the Effective Time, Parent Purchaser shall cause the Certificate of Incorporation Purchased Companies after the Closing to fulfill and Bylaws honor in all respects the obligations of the Purchased Companies under any and all indemnification agreements (the “Existing Indemnification Agreements”) made available to Purchaser to reflect such provisions) and 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 any individual who on or effect immediately prior to the Effective Time was a director, officer, trustee, fiduciary, employee between such Purchased Company and any of its respective current or agent of the Company or any Company Subsidiary or who served at the request of the Company or any Company 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, unless such amendment or modification is required by Law. The individuals to which this Section 5.10.1 applies shall be intended third party beneficiaries of this Section 5.10.1. Section 5.10.2 For six years from the Effective Time, the Surviving Corporation shall provide to the Company’s former directors and officers (as and any person who becomes a director or officer of the date hereof and as of the Effective Time) an insurance and indemnification policy that provides coverage for events occurring such Purchased Company prior to the Effective Time (the “D&O InsuranceIndemnified Parties” and each a “D&O Indemnified Party”) that is no less favorable than the Company’s existing policy (true and complete copies which have been previously provided ), in each case, with respect to Parent) or, if substantially equivalent insurance coverage is unavailable, the best available coverage; provided, however, that the Surviving Corporation shall not be required to pay an aggregate premium for the six years claims arising out of D&O Insurance in excess of $250,000. The provisions of the immediately preceding sentence shall be deemed to have been satisfied if prepaid policies have been obtained acts or omissions occurring at or prior to the Effective Time for purposes of that are asserted after the Effective Time; provided that Purchaser’s and the Purchased Companies’ obligations under this Section 5.10.26.13(a) shall not apply to any claim or matter that relates to any Fraud. Notwithstanding anything to the contrary contained in the Existing Indemnification Agreements, which no D&O Indemnified Party shall be entitled to coverage under any directors’ and officers’ liability insurance policy or errors and omission policy maintained by Purchaser unless such D&O Indemnified Party is separately eligible for coverage under such policy pursuant to Purchaser’s policies provide and procedures and the terms of such directors insurance policy. (b) Prior to the Closing, the Company shall obtain and officers with coverage fully pay for an aggregate period a six-year “tail” insurance policy (the “D&O Tail Policy”) on the existing policy of six years with respect the Purchased Companies’ directors’ and officers’ liability insurance (the “D&O Policy”), in a form reasonably acceptable to the Company and Purchaser, covering claims arising from facts or events that occurred on at 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 TimeTime and covering each D&O Indemnified Party who is covered as of the Effective Time by the D&O Policy on terms with respect to coverage and amounts that are no less favorable than those terms in effect on the date hereof on terms and conditions no less advantageous than those of the D&O Policy; provided that in no event shall the Company be required to pay any amount for such D&O Tail Policy in excess of 300% of the last annual premium amount paid by the Company under the D&O Policy (but in such case, Parent shallthe Company shall purchase as much coverage as is reasonably available for such amount). The cost of the premium, and shall cause related costs and expenses, of the Surviving Corporation to, maintain such policies D&O Tail Policy subject to the proviso in full force and effect, and continue to honor the obligations thereunder. The directors and officers to whom this Section 5.10.2 applies immediately preceding sentence shall be intended third party beneficiaries borne solely by Seller as a Transaction Expense. (c) The provisions of this Section 5.10.2)6.13 shall survive the Closing and are intended to be for the benefit of, and enforceable by, each D&O Indemnified Party and his or her heirs.

Indemnification of Directors and Officers. The Registrant’s amended and restated certificate of incorporation that will be effective upon the closing of the initial public offering contains provisions that limit the liability of the Registrant’s directors for monetary damages to the fullest extent permitted by Delaware law. Consequently, the Registrant’s directors will not be personally liable to the Registrant or its stockholders for monetary damages for any breach of fiduciary duties as directors, except liability for: · any breach of the director’s duty of loyalty to the Registrant or its stockholders; · any act or omission not in good faith or that involves intentional misconduct or a knowing violation of law; · unlawful payments of dividends or unlawful stock repurchases or redemptions as provided in Section 5.10.1 Parent 174 of the Delaware General Corporation Law; and · any transaction from which the Surviving Corporation agree director derived an improper personal benefit. The Registrant’s amended and restated certificate of incorporation and amended and restated bylaws that will be effective upon the closing of the initial public offering will provide that the indemnification obligations set forth Registrant is required to indemnify the Registrant’s directors and officers, in the Company Certificate and the Company Bylaws shall survive the Merger (and, prior each case to the Effective Time, Parent shall cause fullest extent permitted by Delaware law. The Registrant’s amended and restated bylaws also will provide that the Certificate of Incorporation and Bylaws Registrant is obligated to advance expenses incurred by a director or officer in advance of the Purchaser to reflect such provisions) and 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 final disposition of any individual who action or proceeding, and permit the Registrant to secure insurance on or prior to the Effective Time was a director, behalf of any officer, trustee, fiduciarydirector, employee or other agent for any liability arising out of the Company his or any Company Subsidiary her actions in that capacity regardless of whether we would otherwise be permitted to indemnify him or who served at the request of the Company or any Company 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, unless such amendment or modification is required by Lawher under Delaware law. The Registrant has entered and expects to continue to enter into agreements to indemnify the Registrant’s directors, executive officers and other employees as determined by the Registrant’s board of directors. With specified exceptions, these agreements provide for indemnification for related expenses including, among other things, attorneys’ fees, judgments, fines and settlement amounts incurred by any of these individuals in any action or proceeding. The Registrant believes that these bylaw provisions and indemnification agreements are necessary to which this Section 5.10.1 applies shall attract and retain qualified persons as directors and officers. The Registrant also maintains directors’ and officers’ liability insurance. The limitation of liability and indemnification provisions that will be intended third party beneficiaries included in our amended and restated certificate of incorporation and amended and restated bylaws that will be effective upon the closing of this Section 5.10.1. Section 5.10.2 For six years offering may discourage stockholders from the Effective Time, the Surviving Corporation shall provide to the Company’s bringing a lawsuit against our directors and officers (as for breach of their fiduciary duty. They may also reduce the date hereof likelihood of derivative litigation against our directors and as of the Effective Time) officers, even though an insurance action, if successful, might benefit us and indemnification policy that provides coverage for events occurring prior our stockholders. Further, a stockholder’s investment may be adversely affected to the Effective Time (extent that we pay the “D&O Insurance”) that is no less favorable than the Company’s existing policy (true costs of settlement 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 required to pay an aggregate premium for the six years of D&O Insurance in excess of $250,000. 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 for purposes of this Section 5.10.2, which policies provide such directors and officers with coverage for an aggregate period of six 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, Parent shall, and shall cause the Surviving Corporation to, maintain such policies in full force and effect, and continue to honor the obligations thereunder. The directors and officers to whom this Section 5.10.2 applies shall be intended third party beneficiaries of this Section 5.10.2)damage.

Indemnification of Directors and Officers. Section 5.10.1 5.13.1 For not less than six years from and after the Closing Date, Parent agrees to indemnify and hold harmless all past and present directors, officers and employees of Parent, Merger Sub or Target to the Surviving Corporation agree that same or greater extent as directors, officers and employees of Parent are indemnified by Parent as of the date hereof pursuant to the Parent Governing Documents and indemnification obligations set forth agreements, if any, in existence on the Company Certificate and the Company Bylaws shall survive the Merger (anddate hereof, for acts or omissions occurring at or prior to the Effective Time; provided, however, that Parent agrees to indemnify and hold harmless such Persons to the fullest extent permitted by Law for acts or omissions occurring in connection with the approval of this Agreement and the Ancillary Documents and the consummation of the transactions contemplated hereby and thereby. Section 5.13.2 For not less than six years from and after the Closing Date, subject to the prior approval of the Parent Board, which approval shall not be unreasonably withheld, Parent shall cause the Certificate of Incorporation provide to Parent’s and Bylaws of the Purchaser to reflect such provisions) and 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 any individual who on or prior to the Effective Time was a director, officer, trustee, fiduciary, employee or agent of the Company or any Company Subsidiary or who served at the request of the Company or any Company 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, unless such amendment or modification is required by Law. The individuals to which this Section 5.10.1 applies shall be intended third party beneficiaries of this Section 5.10.1. Section 5.10.2 For six years from the Effective Time, the Surviving Corporation shall provide to the CompanyCorporation’s current directors and officers (as of the date hereof and as of the Effective Time) an insurance and indemnification policy that provides coverage for claims arising from facts or events occurring prior to that occurred on or before the Effective Time Time, including without limitation in respect of the transactions contemplated by this Agreement (the “D&O InsuranceInsurance Policy”) ), that is no less favorable than the CompanyParent’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 required to pay an aggregate premium for the six years of D&O Insurance in excess of $250,000. The provisions of the immediately preceding sentence shall be deemed to have been satisfied if a prepaid policies have D&O Insurance Policy has been obtained prior to the Effective Time for purposes of this Section 5.10.25.13, which policies provide D&O Insurance Policy provides such directors and officers with coverage for an aggregate period of six years with respect to claims arising from facts or events that occurred on or before the Effective Time, including, including without limitation, limitation in respect of the transactions contemplated by this Agreement. If such prepaid policies have D&O Insurance Policy has been obtained prior to the Effective Time, Parent shall, and shall cause the Surviving Corporation to, maintain such policies D&O Insurance Policy in full force and effect, and continue to honor the obligations thereunder. , at all times until the stated expiration thereof. Section 5.13.3 In the event, at any time after the Effective Time, Parent (a) 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 (b) transfers 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 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 5.13. Section 5.13.4 The directors and officers obligations under this Section 5.13 shall not be terminated or modified in such a manner as to adversely affect any Person to whom this Section 5.10.2 5.13 applies without the consent of such affected Person (it being expressly agreed that the Persons to whom this Section 5.13 applies shall be intended third party beneficiaries of this Section 5.10.25.13).

Indemnification of Directors and Officers. Section 5.10.1 Parent Cayman Islands law does not limit the extent to which a company’s articles of association may provide for indemnification of officers and directors, except to the Surviving Corporation agree extent any such provision may be held by the Cayman Islands courts to be contrary to public policy, such as to provide indemnification against civil fraud or the consequences of committing a crime. Our articles provide that we shall indemnify our officers and directors against all actions, proceedings, costs, charges, expenses, losses, damages or liabilities incurred or sustained by such directors or officers, other than by reason of such person’s dishonesty, willful default or fraud, in or about the indemnification obligations set forth conduct of our company’s business or affairs (including as a result of any mistake of judgment) or in the Company Certificate and the Company Bylaws shall survive the Merger (andexecution or discharge of his duties, prior powers, authorities or discretions, including without prejudice to the Effective Time, Parent shall cause the Certificate of Incorporation and Bylaws generality of the Purchaser to reflect foregoing, any costs, expenses, losses or liabilities incurred by such provisionsdirector or officer in defending (whether successfully or otherwise) and shall not be amended, repealed any civil proceedings concerning our company or otherwise modified its affairs in any court whether in the Cayman Islands or elsewhere. This standard of conduct is generally the same as permitted under the Delaware General Corporation Law for a period of six years after the Effective Time Delaware corporation. In addition, we have entered into and intend to continue to enter into indemnification agreements with our directors and executive officers that provide such persons with additional indemnification beyond that provided in any manner that would adversely affect the rights thereunder of any individual who on or prior to the Effective Time was a director, officer, trustee, fiduciary, employee or agent of the Company or any Company Subsidiary or who served at the request of the Company or any Company 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, unless such amendment or modification is required by Lawour articles. The individuals to which this Section 5.10.1 applies shall be intended third party beneficiaries of this Section 5.10.1. Section 5.10.2 For six years from the Effective Timeindemnification agreements between us and our directors and officers, the Surviving Corporation shall form of which was filed as Exhibit 10.8 to Amendment No. 6 to our registration statement on Form F-1 (file no. 333-195736) that was initially filed with the SEC on May 6, 2014 also provide that we agreed to the Company’s indemnify our directors and officers (against certain liabilities and expenses incurred by such persons in connection with claims made by reason of their being such a director or officer. Insofar as indemnification for liabilities arising under the Securities Act may be permitted to our directors, officers or persons controlling us under the foregoing provisions, we have been informed that, in the opinion of the date hereof SEC, such indemnification is against public policy as expressed in the Securities Act 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 no less favorable 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 required to pay an aggregate premium for the six years of D&O Insurance in excess of $250,000. 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 for purposes of this Section 5.10.2, which policies provide such directors and officers with coverage for an aggregate period of six 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, Parent shall, and shall cause the Surviving Corporation to, maintain such policies in full force and effect, and continue to honor the obligations thereunder. The directors and officers to whom this Section 5.10.2 applies shall be intended third party beneficiaries of this Section 5.10.2)therefore unenforceable.

Indemnification of Directors and Officers. Section 5.10.1 Parent (a) Except to the extent required by law, for as long as the directors' and officers' liability insurance is required to be maintained under clause (b) below, Omnicom will not take any action so as to amend, modify or repeal the provisions for indemnification of directors, officers, employees or agents contained in the Articles of Incorporation or By-laws (or other comparable charter documents) of the Surviving Corporation agree that the indemnification obligations set forth in the Company Certificate and the Company Bylaws shall survive the Merger its Subsidiaries (and, prior to the Effective Time, Parent shall cause the Certificate which as of Incorporation and Bylaws of the Purchaser to reflect such provisions) and shall not be amended, repealed or otherwise modified for a period of six years after the Effective Time shall be no less favorable to such individuals than those maintained by the Company and its Subsidiaries on the date hereof) in any such a manner that as would materially and adversely affect the rights thereunder of any individual who on or prior to the Effective Time was shall have served as a director, officer, trustee, fiduciary, employee or agent of the Company or any Company Subsidiary or who served at of its Subsidiaries prior to the request Effective Time to be indemnified by such corporations in respect of the Company or any Company 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, unless their serving in such amendment or modification is required by Law. The individuals capacities prior to which this Section 5.10.1 applies shall be intended third party beneficiaries of this Section 5.10.1. Section 5.10.2 For six years from the Effective Time. (b) Except as provided in the next sentence, Omnicom shall cause the Surviving Corporation shall provide to maintain in effect for three years the current policies of directors' and officers' liability insurance and fiduciary liability insurance maintained by the Company and the Company’s directors and officers (as of the date hereof and as of the Effective Time) an insurance and indemnification policy that provides coverage for events 's Subsidiaries with respect to matters occurring prior to the Effective Time (the “D&O Insurance”) that is no less favorable 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 coverageTime; provided, however, that Omnicom, at the Surviving Corporation Corporation's cost, may substitute therefor policies of substantially the same coverage containing terms and conditions which are no less favorable than any such insurance in effect immediately prior to the Effective Time. Notwithstanding the foregoing, Omnicom shall not be required to pay in any year an aggregate annual premium for the six years of D&O Insurance such insurance in excess of $250,000. 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 for purposes of this Section 5.10.2, which policies provide such directors and officers with coverage for an aggregate period of six 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, Parent shall50,000, and shall cause cease to have any obligation under this Section 6.8 as soon as it (or the Surviving Corporation toCorporation) shall have expended an aggregate of $150,000 for such insurance. In any year in which the annual premium shall exceed $50,000, Omnicom shall maintain (if insurance is obtainable) at least the level of such policies in full force and effect, and continue to honor the obligations thereunder. The directors and officers to whom this Section 5.10.2 applies shall insurance as may be intended third party beneficiaries obtained at an annual premium of this Section 5.10.2)$50,000.

Indemnification of Directors and Officers. Section 5.10.1 Parent (a) From and after the Closing Date, Buyer shall cause the Company and the Surviving Corporation agree that other Outdoor Group Entities to fulfill and honor in all respects the obligations to their respective current and former directors, managers, officers, members, employees and agents pursuant to any indemnification obligations provisions under the organizational documents of the Company and/or the other Outdoor Group Entities as in effect on the date of this Agreement (the persons entitled to be indemnified pursuant to such provisions being referred to collectively as the “D&O Indemnified Parties”). From and after the Closing Date through the sixth anniversary of the Closing Date, Buyer shall cause the Company and the other Outdoor Group Entities to maintain the provisions with respect to indemnification and exculpation from liability as set forth in the organizational documents of the Company Certificate and the Company Bylaws shall survive the Merger (and, prior to the Effective Time, Parent shall cause the Certificate of Incorporation and Bylaws other Outdoor Group Entities as of the Purchaser to reflect such provisions) and date of this Agreement, which provisions shall not be amended, repealed or otherwise modified for a during such period of six years after the Effective Time in any manner that would adversely affect the rights thereunder of any individual who on or prior D&O Indemnified Party. Without limiting the generality of the foregoing, Buyer hereby agrees, following the Closing Date, to cause each of the Outdoor Group Entities to provide indemnification and advancement of expenses to each of the D&O Indemnified Parties to the Effective Time was fullest extent permitted by such organizational documents, and not to exercise any right under such organizational documents to elect not to provide indemnification and advancement of expenses to the D&O Indemnified Parties. (b) Buyer and the Company jointly and severally agree to pay from time to time as warranted all expenses, including attorneys’ fees and costs and expenses, that may be incurred by the D&O Indemnified Parties in enforcing the indemnity and other obligations provided for in this Section 5.6. (c) For six (6) years after the Closing Date, Buyer shall maintain in effect the current level and scope of directors’ and officers’ liability insurance or a director, officer, trustee, fiduciary, employee or agent tail insurance policy of the Company same level or any Company Subsidiary or scope for the six (6) year period, in each case covering those persons who served at the request of the Company or any Company 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, unless such amendment or modification is required are covered by Law. The individuals to which this Section 5.10.1 applies shall be intended third party beneficiaries of this Section 5.10.1. Section 5.10.2 For six years from the Effective Time, the Surviving Corporation shall provide to the Company’s directors and/or the other Outdoor Group Entities’ directors’ and officers (officers’ liability insurance policy as of the date hereof 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 no less favorable 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 coverageClosing Date; provided, however, that the Surviving Corporation in no event shall not Buyer be required to pay expend in any one year an aggregate premium for the six years of D&O Insurance amount in excess of $250,000. The provisions 300% of the immediately preceding sentence annual premium currently paid by the Company, the other Outdoor Group Entities or Seller for such insurance, and provided, further, that if the annual premiums of such insurance coverage exceed such amount, Buyer shall be deemed obligated to, or shall cause the Company and/or the other Outdoor Group Entities to, obtain a policy with the greatest coverage available for a cost not exceeding such amount. (d) This Section 5.6 shall survive the Closing Date, is intended to have been satisfied if prepaid policies have been obtained prior to benefit and may be enforced by Seller and the Effective Time for purposes of this Section 5.10.2, which policies provide such directors and officers with coverage for an aggregate period of six 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, Parent shallD&O Indemnified Parties, and shall cause be binding on all successors and permitted assigns of Buyer and the Surviving Corporation to, maintain such policies in full force and effect, and continue to honor the obligations thereunder. The directors and officers to whom this Section 5.10.2 applies shall be intended third party beneficiaries of this Section 5.10.2)Company.

Indemnification of Directors and Officers. Section 5.10.1 Parent (a) From and the Surviving Corporation agree that the indemnification obligations set forth in the Company Certificate and the Company Bylaws shall survive the Merger (and, prior to after the Effective Time, Parent Acquiror shall, and shall cause (x) the Certificate of Incorporation U.S. Surviving Corporation to, indemnify, defend and Bylaws hold harmless the present and former officers and directors of the Purchaser to reflect U.S. Company, and (y) the Amalgamated Canada Corporation to, indemnify, defend and hold harmless the present and former officers and directors of the Canada Company (such provisionsU.S. Company and Canada Company present and former officers and directors are collectively, the "Indemnified Parties") and shall not be amendedagainst all losses, repealed expenses, claims, damages or otherwise modified for a period liabilities arising out of six years after the Effective Time in any manner that would adversely affect the rights thereunder of any individual who on actions or omissions occurring at or prior to the Effective Time was a director(including, officerwithout limitation, trusteethe transactions contemplated by this Agreement, fiduciary, employee but specifically excluding damages or agent liabilities attributable to an inaccuracy in or breach or violation of the Company or any Company Subsidiary or who served at the request representations, warranties, covenants and agreements of the Company Target Companies made under or pursuant to the Agreement) to the full extent permitted or required under Illinois Law and Canada Law (and shall also advance expenses as incurred to the fullest extent permitted under Illinois Law and Canada Law, provided that the person to whom expenses are advanced provides the undertaking to repay such advances contemplated by Illinois Law and Canada Law). Acquiror, Acquiror Sub-1 and Acquiror Sub-2 agree that all rights to indemnification, including provisions relating to advances of expenses incurred in defense of any Company Subsidiary claim, action, suit, proceeding or investigation (a "Claim") existing in favor of the Indemnified Parties as a directorprovided in each Target Company's Articles of Incorporation or By-Laws, officeras in effect as of the date hereof, trustee, partner, fiduciary, employee or agent of another corporation, partnership, joint venture, trust, pension or other employee benefit plan or enterprise, unless such amendment or modification is required by Law. The individuals with respect to which this Section 5.10.1 applies shall be intended third party beneficiaries of this Section 5.10.1. Section 5.10.2 For six years from matters occurring through the Effective Time, the Surviving Corporation shall provide (subject to the Company’s directors exclusions provided for damages and officers liabilities attributable to inaccuracies, breaches and violations, as provided above) survive the Unitary Transaction and continue in full force and effect, as provided by Law. (as b) Without limiting the generality of the date hereof and as of foregoing, in the event any Claim is brought against any Indemnified Party (whether arising before or after the Effective Time) an after the Effective Time, (i) the Indemnified Parties may retain counsel satisfactory to them and the applicable Surviving Corporation, (ii) the applicable Surviving Corporation shall pay all reasonable fees and expenses of such counsel for the Indemnified Parties promptly as statements therefor are received, and (iii) the applicable Surviving Corporation will use all reasonable efforts to assist in the defense of any such matter; provided, however, the applicable Surviving Corporation shall not be liable for the settlement of any Claim effected without its written consent, which consent, however, shall not be unreasonably withheld. Any Indemnified Party wishing to claim indemnification under this Section 6.10, upon learning of any such Claim, shall promptly notify Acquiror and the applicable Surviving Corporation. 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. (c) In the event a Target Company (the U.S. Survivor Corporation or the Canada Amalgamated Corporation) is unable to obtain extended coverage under any existing policies of directors' and officers' liability insurance, Acquiror shall use reasonable efforts to cause to be maintained in effect for not less than three (3) years after the Effective Time the current policies of directors' and officers' liability insurance and indemnification policy that provides coverage for events fiduciary liability insurance maintained by such Target Company with respect to matters occurring prior to the Effective Time (the “D&O Insurance”) that is no less favorable 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 coverageTime; provided, however, that Acquiror may cause to be substituted therefor policies of substantially the same coverage containing terms and conditions which are substantially the same for the Indemnified Parties to the extent reasonably available. (d) This Section 6.10 is intended to benefit the Indemnified Parties and shall be binding on all successors and assigns of Acquiror, Acquiror Sub-1, Acquiror Sub-2, the U.S. Company, the Canada Company, the U.S. Surviving Corporation shall not be required to pay an aggregate premium for and the six years of D&O Insurance in excess of $250,000. 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 for purposes of this Section 5.10.2, which policies provide such directors and officers with coverage for an aggregate period of six 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, Parent shall, and shall cause the Surviving Corporation to, maintain such policies in full force and effect, and continue to honor the obligations thereunder. The directors and officers to whom this Section 5.10.2 applies shall be intended third party beneficiaries of this Section 5.10.2)Amalgamated Canada Corporation.

Indemnification of Directors and Officers. Section 5.10.1 Parent (a) From and after the Closing Date, the Governing Documents of the Second Merger Surviving Corporation agree that Entity and its Subsidiaries shall contain provisions no less favorable with respect to the limitation or elimination of liability and indemnification obligations than are set forth in the Company Certificate and Governing Documents of the Company Bylaws shall survive the Merger (and, prior to the Effective Time, Parent shall cause the Certificate of Incorporation and Bylaws its Subsidiaries as of the Purchaser to reflect such provisions) and date of this Agreement, which provisions shall not be amended, repealed or otherwise modified for a period of six (6) years after the Effective Time Closing in any manner that would adversely affect the rights thereunder of individuals who at or prior to the Closing were directors, officers, agents or employees of the Company or any individual of its Subsidiaries or who were otherwise entitled to indemnification pursuant to the Governing Documents of the Company or any of its Subsidiaries. (b) On the Closing Date, Parent shall, or shall cause the Second Merger Surviving Entity to, purchase, at Parent’s expense, a directors’ and officers’ liability insurance tail policy to be effective for a period of six (6) years beginning on the Closing Date with respect to matters existing or occurring on or prior to the Effective Time was Closing Date (including the transactions contemplated by this Agreement) covering all persons who are currently covered by the Company’s existing officers’ and directors’ liability insurance policies on terms no less advantageous to persons covered thereby than those contained in such existing insurance policies; provided, that Parent and the Second Merger Surviving Entity shall not be required to pay an amount for such tail policy that is in excess of $101,400 (which is equal to 300% of the last annual premium paid by the Company for its directors’ and officers’ liability insurance); provided, further, that if such amount is insufficient to procure the tail coverage contemplated by this Section 5.10(b), Parent shall, or shall cause the Second Merger Surviving Entity to, after consultation with the Shareholder Representative, purchase as much comparable insurance coverage as can be obtained for such amount. (c) From and after the Closing Date, Parent shall, or Parent shall cause the Second Merger Surviving Entity to, indemnify, hold harmless and defend each individual who served as a director, officer, trustee, fiduciary, employee director or agent officer of the Company or any Company Subsidiary or who served of its Subsidiaries at the request of the Company or any Company 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, unless such amendment or modification is required by Law. The individuals to which this Section 5.10.1 applies shall be intended third party beneficiaries of this Section 5.10.1. Section 5.10.2 For six years from the Effective Time, the Surviving Corporation shall provide to the Company’s directors and officers (as of the date hereof and as of the Effective Time) an insurance and indemnification policy that provides coverage for events occurring time prior to the Effective Time Closing Date from and against all actions, suits, proceedings, hearings, investigations, claims, etc., including all court costs and reasonable attorneys’ fees and expenses, resulting from or arising out of acts or omissions (or alleged acts or omissions) by them in their capacities as such, which acts or omissions occurred at or prior to the “D&O Insurance”) that is no less favorable 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 coverageClosing; provided, however, that the Surviving Corporation indemnification obligations under this Section 5.10(c) shall not be required deemed to pay an aggregate premium for eliminate or reduce the six years liability under Article 8 hereof of D&O Insurance in excess any Indemnifying Member who also served as a director or officer of $250,000. the Company or any of its Subsidiaries prior to the Closing Date. (d) 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 for purposes of this Section 5.10.2, which policies provide such directors and officers with coverage 5.10 are (i) intended to be for an aggregate period of six 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, Parent shallbenefit of, and shall cause the Surviving Corporation tobe enforceable by, maintain such policies in full force and effecteach Person entitled to indemnification under this Section 5.10, and continue to honor the obligations thereunder. The directors each such Person’s heirs, legatees, representatives, successors and officers to whom this Section 5.10.2 applies assigns, it being expressly agreed that such Persons shall be intended third third-party beneficiaries of this Section 5.10.2)5.10 and (ii) in addition to, and not in substitution for, any other rights to indemnification that any such Person may have by contact or otherwise. (e) In the event Parent or the Second Merger Surviving Entity or any of their respective successors or assigns (i) consolidates with or merges into any other Person and is not the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers all or substantially all of its properties and assets to any Person, proper provisions shall be made so that such Person assumes the obligations set forth in this Section 5.10.

Indemnification of Directors and Officers. Section 5.10.1 Parent and the Surviving Corporation agree that the indemnification obligations set forth in the Company Certificate and the Company Bylaws shall survive the Merger (and, prior to a) For six (6) years after the Effective Time, Parent shall cause the Certificate of Incorporation and Bylaws of the Purchaser to reflect such provisions) and 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 any individual who on or prior to the Effective Time was a director, officer, trustee, fiduciary, employee or agent of the Company or any Company Subsidiary or who served at the request of the Company or any Company 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, unless such amendment or modification is required by Law. The individuals to which this Section 5.10.1 applies shall be intended third party beneficiaries of this Section 5.10.1. Section 5.10.2 For six years from the Effective Time, the Surviving Corporation shall provide to the Company’s directors maintain officers’ and officers (as directors’ liability insurance in respect of the date hereof and as of the Effective Time) an insurance and indemnification policy that provides coverage for events acts or omissions occurring prior to the Effective Time (covering each such person currently covered by the “D&O Insurance”) that is Company’s officers’ and directors’ liability insurance policy on terms with respect to coverage and amount no less favorable than those of such policy in effect on the Company’s existing policy (true and complete copies which have been previously provided to Parent) ordate hereof, if substantially equivalent insurance coverage is unavailableany; provided that in satisfying its obligation under this Section 6.8(a), the best available coverage; provided, however, that neither Parent nor the Surviving Corporation shall not be required obligated to pay an aggregate premium for the six years of D&O Insurance annual premiums in excess of $250,000. The provisions 225% of the immediately preceding sentence annual premium payable by the Company for such policy (the “Current Premium”), which amount is set forth in Section 6.8(a) of the Company Disclosure Letter, and if such premiums for such insurance would at any time exceed 225% of the Current Premium, then the Surviving Corporation shall cause to be maintained policies of insurance that, in the Surviving Corporation’s judgment, provide the maximum coverage available at an annual premium equal to 225% of the Current Premium. 39 The Company shall be deemed permitted to have been satisfied if purchase a prepaid policies have been obtained “tail” or runoff policy under the Company’s officers’ and directors’ liability insurance policy prior to the Effective Time for purposes Closing; provided that the cost of this Section 5.10.2such “tail” or runoff policy does not exceed 225% of the Current Premium, which policies policy may 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, provided that the amount paid for such prepaid policy does not exceed 225% of the Current Premium. The provisions of the first sentence of this Section 6.8(a) shall be deemed to have been satisfied if a prepaid “tail” or runoff policy has been obtained prior to the Effective Time. If such a prepaid policies have “tail” or runoff policy has been obtained prior to the Effective Time, Parent shall, and shall cause the Surviving Corporation to, shall maintain such policies in full force and effecteffect for their full term, and continue to honor the obligations thereunder. (b) From and after the Effective Time, the Surviving Corporation will, and Parent will cause the Surviving Corporation to, fulfill and honor in all respects the obligations of the Company and the Company Subsidiaries pursuant to: (i) each indemnification agreement in effect between the Company or any of the Company Subsidiaries and any person who is now, or has been at any time prior to the date hereof, or who becomes prior to the Effective Time, a director or officer of the Company or any of the Company Subsidiaries (the “Indemnified Parties”), and (ii) any indemnification provision and any exculpation provision set forth in the Company Articles or the Company Bylaws as in effect on the date of this Agreement. The From the Effective Time through the sixth anniversary of the Effective Time, the certificate of incorporation and the bylaws of the Surviving Corporation shall contain, and Parent shall cause the certificate of incorporation and the bylaws of the Surviving Corporation to so contain, provisions no less favorable with respect to indemnification, advancement of expenses and exculpation of present and former directors and officers of the Company and the Company Subsidiaries than are presently set forth in the Company Articles and the Company Bylaws and such provisions shall not be amended, repealed, or otherwise modified in any manner that could adversely affect the rights thereunder of any person benefited by such provisions. If, at any time prior to whom the sixth anniversary of the Effective Time, any Indemnified Party delivers to the Company, the Surviving Corporation or Parent, as applicable, a written notice asserting a claim for indemnification under any of the provisions set forth in clauses (i) or (ii) above, then the claim asserted in such notice shall survive the sixth anniversary of the Effective Time until such time as such claim is fully and finally resolved. (c) If Parent, 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 such case, to the extent necessary, proper provision shall be made so that the successors and assigns of Parent or the Surviving Corporation, as the case may be, shall assume the obligations set forth in this Section 5.10.2 applies shall be intended third party beneficiaries of this Section 5.10.2)6.8.

Indemnification of Directors and Officers. Section 5.10.1 Parent (a) Buyex xxxees that all rights to indemnification or exculpation now existing in favor of the directors and officers of the Surviving Corporation agree that the indemnification obligations set forth Company, as provided in the Company Certificate and Company’s Governing Documents as of the Company Bylaws date hereof with respect to any matters occurring prior to the Closing Date, shall survive the Merger (andClosing and shall continue in full force and effect and that the Company will perform and discharge the Company’s obligations to provide such indemnity and exculpation after the Closing. To the maximum extent permitted by applicable Law, prior to the Effective Timesuch indemnification shall be mandatory rather than permissive, Parent and Buyer shall cause the Certificate of Incorporation Company to advance expenses in connection with such indemnification as provided in the each such the Company’s Governing Documents or other applicable agreements. The indemnification and Bylaws liability limitation or exculpation provisions of the Purchaser to reflect such provisions) and Company’s Governing Documents shall not be amended, repealed or otherwise modified for a period of six years after the Effective Time Closing Date in any manner that would adversely affect the rights thereunder of individuals who, as of the Closing Date or at any individual who on or time prior to the Effective Time was a directorClosing Date, officer, trustee, fiduciary, employee were directors or agent officers of the Company or any Company Subsidiary or who served at the request of the Company or any Company 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 enterpriseCompany, unless such amendment or modification is required by applicable Law. . (b) Seller shall, at its own expense, maintain in effect from and after the Closing Date and for a period of six (6) years thereafter without any lapses in coverage, its current directors’ and officers’ liability insurance policies providing directors’ and officers’ liability insurance coverage for the benefit of the Company and those Persons who are covered by such directors’ and officers’ liability insurance policies as of the date hereof or at the Closing with respect to with respect to matters occurring prior to the Closing; provided, that Seller may substitute therefor policies of at least the same coverage containing terms and conditions which are no less advantageous to the beneficiaries thereof so long as such substitution does not result in gaps or lapses in coverage with respect to matters occurring prior to the Closing Date; provided, further, that, for matters occurring prior to the Closing, even if claims related to such matters are received after the Closing, Seller must exercise commercially reasonable efforts to ensure that such policies provide coverage for the Company and its directors and officers who were covered under Seller’s current directors and officers’ liability insurance policies prior to or as of the Closing, and Seller shall use commercially reasonable efforts to facilitate claims for the Company for such pre-Closing matters that are received post-Closing. (c) The individuals directors and officers of the Company entitled to which the indemnification, liability limitation and exculpation set forth in this Section 5.10.1 applies shall 6.1 are intended to be intended third party beneficiaries of this Section 5.10.1. 6.1. This Section 5.10.2 For six years from 6.1 shall survive the Effective Time, the Surviving Corporation shall provide to the Company’s directors and officers (as of the date hereof 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 no less favorable 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 required to pay an aggregate premium for the six years of D&O Insurance in excess of $250,000. 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 for purposes of this Section 5.10.2, which policies provide such directors and officers with coverage for an aggregate period of six years with respect to claims arising from facts or events that occurred on or before the Effective Time, including, without limitation, in respect consummation of the transactions contemplated by this Agreement. Agreement and shall be binding on all successors and assigns of Buyer and the Company. (d) If Buyer, the Company 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 of such prepaid policies have been obtained prior consolidation or merger or (ii) transfers or conveys all or substantially all of its properties and assets to any Person, then, and in each such case, to the Effective Timeextent necessary, Parent shall, proper provision shall be made so that the successors and assigns of Buyer or the Company shall cause the Surviving Corporation to, maintain such policies in full force and effect, and continue to honor assume the obligations thereunder. The directors and officers to whom set forth in this Section 5.10.2 applies shall be intended third party beneficiaries of this Section 5.10.2)6.1.

Indemnification of Directors and Officers. Section 5.10.1 (a) For six (6) years from and after the Closing Date, Parent shall, and Parent shall cause the Surviving Corporation agree that and its Subsidiaries, to jointly and severally indemnify and hold harmless all of their past and present officers and directors (each, a “D&O Indemnitee” and collectively, the indemnification obligations set forth in “D&O Indemnitees”) and provide advancement of costs and expenses to such D&O Indemnitees to the same extent such D&O Indemnitees are indemnified by the Company Certificate and or its Subsidiaries, or advancement of costs expenses is provided to such D&O Indemnitees, as applicable, as of the date hereof pursuant to the Governing Documents of the Company Bylaws shall survive or its Subsidiaries in effect on the Merger (anddate hereof and to the extent permitted under Applicable Law, for acts or omissions occurring at or prior to the Effective TimeClosing Date, and Parent shall not, and shall not permit the Surviving Corporation or its Subsidiaries to, amend, repeal or modify in any adverse manner any provision in the Company’s or its Subsidiaries’ Governing Documents to the extent relating to the exculpation or indemnification of former officers and directors as in effect as of the date hereof; provided, that no such D&O Indemnitee shall have any rights with respect to advancement, indemnification, contribution or other recovery of any kind from Parent, Merger Sub, the Surviving Corporation or any of their respective Affiliates or FRGA Equityholders for any matter which such indemnified director or officer is in the final judgment of a court of competent jurisdiction found to be liable to Parent, Merger Sub, the Surviving Corporation or any of their respective Affiliates for fraud based on the representations and warranties contained in this Agreement or any Related Agreement. Solely for purposes of this Section 5.10, “Governing Documents” shall not include any stockholders agreement, equityholders agreement, voting agreement, registration rights agreement or similar agreement or document. (b) At or prior to the Closing, the Company shall, at Parent’s expense, obtain and fully pay for “tail” insurance policies (such policies, the “D&O Tail Policy”) with a claims period of at least six (6) years from the Closing Date with respect to directors’ and officers’ liability insurance covering those Persons who are currently covered by the Company’s and its Subsidiaries’ directors’ and officers’ liability insurance policy on terms not less favorable than such existing insurance coverage and at a one-time premium, which shall be no more than 300% of the annual premium currently being paid by the Company and in any event, the cost of the D&O Tail Policy shall not exceed, and Parent shall not be responsible for D&O Tail Policy costs in excess of, $80,000 in the aggregate (except with Parent’s prior written consent, not to be unreasonably withheld or conditioned); provided, that in the event that any claim is brought under such director’s and officer’s liability insurance policies, Parent shall cause the Certificate Surviving Corporation to maintain the D&O Tail Policy until final disposition thereof. (c) Notwithstanding any other provision of Incorporation and Bylaws this Agreement to the contrary, this Section 5.10 shall survive the consummation of the Purchaser to reflect such provisions) and shall not be amended, repealed or otherwise modified Closing for a period of six (6) years after following the Effective Time in any manner that would adversely affect Closing Date or to the rights thereunder extent of any individual who claims under this Section 5.10 that are outstanding on or prior to the Effective Time was a directorsixth (6th) anniversary of the Closing Date, officeruntil all such outstanding claims are finally determined. In the event that Parent, trusteeMerger Sub, fiduciarythe Surviving Corporation, employee or agent of the Company or the Company’s Subsidiaries or any Company Subsidiary of their respective successors or who served at assigns (i) consolidates with or merges into any other Person (including the request Merger), or (ii) transfers all or substantially all of its properties or assets to any Person, then, and in each case, Parent shall make proper provision to cause the successors and assigns of Parent, Merger Sub, the Surviving Corporation, the Company or any Company Subsidiary the Company’s Subsidiaries, as a directorthe case may be, officer, trustee, partner, fiduciary, employee or agent of another corporation, partnership, joint venture, trust, pension or other employee benefit plan or enterprise, unless such amendment or modification is required by Law. The individuals to which succeed to the obligations set forth in this Section 5.10.1 applies shall be intended third party beneficiaries of this Section 5.10.15.10. Section 5.10.2 For six years from the Effective Time(d) The obligations of Parent, Merger Sub, the Surviving Corporation shall provide to and the Company’s directors Company and officers (as of the date hereof 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 no less favorable 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 its Subsidiaries under this Section 5.10 shall not be required terminated or modified in such a manner as to pay an aggregate premium for the six years of adversely affect any D&O Insurance in excess of $250,000. 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 for purposes of this Section 5.10.2, which policies provide such directors and officers with coverage for an aggregate period of six 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, Parent shall, and shall cause the Surviving Corporation to, maintain such policies in full force and effect, and continue to honor the obligations thereunder. The directors and officers Indemnitee to whom this Section 5.10.2 5.10 applies shall be intended third party beneficiaries without the written consent of this Section 5.10.2)such affected D&O Indemnitee.

Indemnification of Directors and Officers. Section 5.10.1 Parent and the Surviving Corporation agree that the indemnification obligations set forth in the Company Certificate and the Company Bylaws shall survive the Merger (and, prior to the Effective Time, Parent shall cause the Certificate of Incorporation and Bylaws of the Purchaser to reflect such provisionsa) and 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 any individual who on or prior to the Effective Time was a director, officer, trustee, fiduciary, employee or agent of the Company or any Company Subsidiary or who served at the request of the Company or any Company 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, unless such amendment or modification is required by Law. The individuals to which this Section 5.10.1 applies shall be intended third party beneficiaries of this Section 5.10.1. Section 5.10.2 For Until six years from the Effective Time, the certificate of incorporation and bylaws of the Company as the corporation surviving the Merger (in this Section 7.11 called the "Surviving Corporation Corporation") as in effect immediately after the Effective Time shall provide not be amended to reduce or limit the rights of indemnity afforded to the Company’s present and former directors and officers (as of the date hereof Company thereunder or as to 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 times exercise the powers granted to it by its certificate of incorporation, its bylaws and as applicable law to indemnify to the fullest extent possible the present and former directors, 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) an insurance If any claim or claims shall, subsequent to the Effective Time and indemnification policy that provides coverage for events occurring within six years thereafter, be made against any present or former director, officer, employee or agent of the Company based on or arising out of the services of such Person prior to the Effective Time (in the “D&O Insurance”) that is no less favorable than capacity of such Person as a director, officer, employee or agent of 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 provisions of subsection (a) of this Section respecting the certificate of incorporation and bylaws of the Surviving Corporation shall not be required to pay an aggregate premium for continue in effect until the six years final disposition of D&O Insurance in excess of $250,000. The provisions of the immediately preceding sentence shall be deemed to have been satisfied if prepaid policies have been obtained prior to all such claims. (c) AEP hereby agrees after the Effective Time for purposes to guarantee the payment of the Surviving Corporation's indemnification obligations described in Section 7.11(a) up to an amount determined as of the Effective Time equal to (i) the fair market value of any assets of the Surviving Corporation or any of its Subsidiaries distributed to AEP or any of its Subsidiaries (other than the Surviving Corporation and its Subsidiaries), minus (ii) any liabilities of the Surviving Corporation or any of its Subsidiaries assumed by AEP or any of its Subsidiaries (other than the Surviving Corporation and its Subsidiaries), minus (iii) the fair market value of any assets of AEP or any of its Subsidiaries (other than the Surviving Corporation and its Subsidiaries) contributed to the Surviving Corporation or any of its Subsidiaries and (iv) plus any liabilities of AEP or any of its Subsidiaries (other than the Surviving Corporation and its Subsidiaries) assumed by the Surviving Corporation or any of its Subsidiaries. (d) Notwithstanding subsection (a), (b) or (c) of this Section 5.10.27.11, AEP and the Surviving Corporation shall be released from the obligations imposed by such subsection if AEP shall assume the obligations of the Surviving Corporation thereunder by operation of Law or otherwise. Notwithstanding anything to the contrary in this Section 7.11, neither AEP nor the Surviving Corporation shall be liable for any settlement effected without its written consent, which policies provide such directors and officers with coverage for an aggregate period of shall not be unreasonably withheld. (e) AEP shall cause to be maintained in effect until six years from the Effective Time the current policies of directors' and officers' 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) with respect to claims arising from facts or events that which occurred on or before the Effective Time; PROVIDED, includingHOWEVER, without limitation, that in respect no event shall AEP or the Surviving Corporation be required to expend more than 200 percent of the transactions contemplated greater of (i) current annual premiums and (ii) annual premiums for the year in which the Closing occurs paid by this Agreement. If the Company for such prepaid policies have been obtained prior insurance; PROVIDED, FURTHER, that, if AEP or the Surviving Corporation is unable to obtain insurance for any period for 200 percent of the greater of such annual premiums, then the obligation of AEP and the Surviving Corporation pursuant hereto shall be to obtain the best coverage reasonably available under the circumstances subject to the Effective Time, Parent shallforegoing limitations on premiums. (f) The provisions of this Section 7.11 are intended to be for the benefit of, and shall cause be enforceable by, each Person entitled to indemnification hereunder and the Surviving Corporation to, maintain heirs and representatives of such policies in full force and effect, and continue to honor the obligations thereunder. The directors and officers to whom this Section 5.10.2 applies shall be intended third party beneficiaries of this Section 5.10.2)Person.

Indemnification of Directors and Officers. Section 5.10.1 Parent (a) From and after the Closing Date, the Company shall, and Buyer shall cause the Company to, fulfill and honor in all respects the obligations of the Company to those persons who served as directors or officers of the Company at any time at or prior to the Closing (and those persons who served as directors or officers of any Subsidiary of the Company at any time at or prior to the Closing) pursuant to (i) any indemnification provisions under the certificate of organization, bylaws or other organization or formation documents of the Company (and the Surviving Corporation agree that Subsidiaries of the Company) as in effect on the date of this Agreement and (ii) any indemnity agreements between the Company (or the Subsidiaries of the Company) and any such persons as in effect on the date of this Agreement and set forth in Section 6.6(a)(ii) of the Company Disclosure Schedules (the persons entitled to be indemnified pursuant to such provisions and such indemnity agreements being referred to collectively as the “D&O Indemnified Parties”). From and after the Closing Date through the sixth anniversary of the Closing Date, the Company shall, and Buyer shall cause the Company and its Subsidiaries to, maintain the provisions with respect to indemnification obligations and exculpation from liability as set forth in the Company Certificate and certificate of organization, bylaws or other organization or formation documents of the Company Bylaws shall survive the Merger (and, prior to the Effective Time, Parent shall cause the Certificate of Incorporation and Bylaws its Subsidiaries) as of the Purchaser to reflect such provisions) and date of this Agreement, which provisions shall not be amended, repealed or otherwise modified for a during such period of six years after the Effective Time in any manner that would adversely affect the rights thereunder of any individual who on or prior to the Effective Time was a director, officer, trustee, fiduciary, employee or agent of D&O Indemnified Party. (b) Buyer and the Company or any Company Subsidiary or who served at jointly and severally agree to pay from time to time as warranted all expenses, including attorneys’ fees, that may be incurred by the request of D&O Indemnified Parties in enforcing the Company or any Company Subsidiary as a director, officer, trustee, partner, fiduciary, employee or agent of another corporation, partnership, joint venture, trust, pension or indemnity and other employee benefit plan or enterprise, unless such amendment or modification is required by Law. The individuals to which obligations provided for in this Section 5.10.1 applies shall be intended third party beneficiaries of this Section 5.10.16.6. (c) This Section 5.10.2 For six years from 6.6 shall survive the Effective TimeClosing Date, is intended to benefit and may be enforced by Seller and the Surviving Corporation shall provide to the Company’s directors and officers (as of the date hereof 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 no less favorable 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 required to pay an aggregate premium for the six years of D&O Insurance in excess of $250,000. 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 for purposes of this Section 5.10.2, which policies provide such directors and officers with coverage for an aggregate period of six 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, Parent shallIndemnified Parties, and shall cause be binding on all successors and assigns of Buyer and the Surviving Corporation to, maintain such policies in full force and effect, and continue to honor the obligations thereunder. The directors and officers to whom this Section 5.10.2 applies shall be intended third party beneficiaries of this Section 5.10.2)Company.

Indemnification of Directors and Officers. Section 5.10.1 (a) From and after the Effective Time, Parent and the Surviving Corporation each agree that to indemnify, defend and hold harmless in accordance with the indemnification obligations set forth in the Company Certificate and the Company Bylaws shall survive the Merger (and, prior to the Effective Time, Parent shall cause the Certificate Charter Documents of Incorporation and Bylaws of the Purchaser to reflect such provisions) and 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 any individual who on or prior to the Effective Time was a director, officer, trustee, fiduciary, employee or agent of the Company or any Company Subsidiary or who served at the request of the Company or any Company 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, unless such amendment or modification is required by Law. The individuals to which this Section 5.10.1 applies shall be intended third party beneficiaries of this Section 5.10.1. Section 5.10.2 For six years from the Effective Time, the Surviving Corporation shall provide to the Company’s directors and officers (Diamond as of the date hereof hereof, and as subject to the limitations of the Effective Time) an insurance DGCL and indemnification policy that provides coverage for events occurring prior to the Effective Time Charter Documents of Diamond, each present and past director and officer of Diamond (the “D&O Insurance”) that is no less favorable than the Company’s existing policy (true individually, a "Diamond Indemnitee" and complete copies which have been previously provided to Parent) or, if substantially equivalent insurance coverage is unavailable------------------ collectively, the best available coverage; provided, however, that "Diamond Indemnitees") regardless of whether the Surviving Corporation ------------------- Corporation's Charter Documents are effective after the Closing. Notwithstanding the above, the Diamond Indemnitees shall not be required entitled to pay an aggregate premium for the six years indemnification by Parent relating to any breach of D&O Insurance Diamond's representations and warranties and other obligations contained in excess of $250,000. 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 for purposes of this Section 5.10.2, which policies provide such directors and officers with coverage for an aggregate period of six 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, . (b) Parent shall, and shall cause the Surviving Corporation to, and the Surviving Corporation agrees to, for not less than three years immediately following the Effective Time, maintain such policies in full force and effect, and continue to honor effect for the obligations thereunder. The directors and officers of Diamond as of the date hereof (the "Diamond Indemnitees") the current ------------------- policies of directors' and officers' liability insurance and fiduciary liability insurance maintained by Diamond immediately prior to whom the Effective Time with respect to matters occurring at or prior to the Effective Time (including, without limitation, the transactions contemplated by this Section 5.10.2 applies Agreement); provided -------- that in no event shall Parent or the Surviving Corporation be required to expend in excess of 150% of the annual premium currently paid by the Company for such coverage; and provided further, if the premium exceeds such amount, Parent or -------- ------- the Surviving Corporation shall purchase a policy with the greatest coverage available for such 150% of the annual premium. Notwithstanding the foregoing, Parent may substitute therefore policies of substantially the same coverage containing terms and conditions which are no less advantageous, in any material respect, to the Diamond Indemnitees. (c) The rights of each Diamond Indemnitee hereunder shall be in addition to any other rights such indemnified party has under the Certificate of Incorporation or Bylaws of the Surviving Corporation, under the DGCL or otherwise. This Section 7.11 is intended third party beneficiaries to benefit each of this Section 5.10.2)the Diamond Indemnitees and shall be binding to all successors and assigns of Parent, Merger Sub and the Surviving Corporation.

Indemnification of Directors and Officers. Section 5.10.1 Parent and the Surviving Corporation agree that the indemnification obligations set forth in the Company Certificate and the Company Bylaws shall survive the Merger (and, prior to the Effective Time, Parent shall cause the Certificate of Incorporation and Bylaws of the Purchaser to reflect such provisionsa) and 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 any individual who on or prior to the Effective Time was a director, officer, trustee, fiduciary, employee or agent of the Company or any Company Subsidiary or who served at the request of the Company or any Company 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, unless such amendment or modification is required by Law. The individuals to which this Section 5.10.1 applies shall be intended third party beneficiaries of this Section 5.10.1. Section 5.10.2 For Until six years from the Effective Time, the certificate of incorporation and bylaws of the Surviving Corporation as in effect immediately after the Effective Time shall provide not be amended to reduce or limit the rights of indemnity afforded to the Company’s present and former directors, officers, employees and agents of the Company thereunder or to reduce or limit the ability of the Company as the Surviving Corporation to indemnify such persons or to hinder, delay or make more difficult the exercise of such rights of indemnity or such ability to indemnify. The Surviving Corporation will at all times exercise the powers granted to it by its certificate of incorporation, its bylaws and applicable law to indemnify to the fullest extent possible the present and former directors and officers (as of the date hereof and as of Company against claims made against them arising from their service in such capacities prior to the Effective Time. (b) an insurance If any claim or claims shall, subsequent to the Effective Time and indemnification policy that provides coverage for events occurring within six years thereafter, be made against any present or former director, officer, employee or agent of the Company based on or arising out of the services of such Person prior to the Effective Time (in the “D&O Insurance”) that is no less favorable than capacity of such Person as a director, officer, employee or agent of 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 provisions of subsection (a) of this Section respecting the certificate of incorporation and bylaws of the Surviving Corporation shall not be required to pay an aggregate premium for continue in effect until the six years final disposition of D&O Insurance in excess of $250,000. all such claims. (c) The provisions of the immediately preceding sentence shall be deemed to have been satisfied if prepaid policies have been obtained prior to Acquiror hereby agrees after the Effective Time for purposes to guarantee the payment of the Surviving Corporation's indemnification obligations described in subsection (a) of this Section 5.10.27.08 up to an amount determined as of the Effective Time equal to (i) the fair market value of any assets of the Surviving Corporation or any of its Subsidiaries distributed to the Acquiror or any of its Subsidiaries (other than the Surviving Corporation and its Subsidiaries), minus (ii) any liabilities of the Surviving Corporation or any of its Subsidiaries assumed by the Acquiror or any of its Subsidiaries (other than the Surviving Corporation and its Subsidiaries), minus (iii) the fair market value of any assets of the Acquiror or any of its Subsidiaries (other than the Surviving Corporation and its Subsidiaries) contributed to the Surviving Corporation or any of its Subsidiaries and plus (iv) any liabilities of the Acquiror or any of its Subsidiaries (other than the Surviving Corporation and its Subsidiaries) assumed by the Surviving Corporation or any of its Subsidiaries. (d) Notwithstanding subsections (a), (b) or (c) of this Section 7.10, the Acquiror and the Surviving Corporation shall be released from the obligations imposed by such subsections if the Acquiror shall assume the indemnification obligations of the Surviving Corporation under its certificate of incorporation and bylaws by operation of Law or AGREEMENT AND PLAN OF MERGER -44- otherwise. Notwithstanding anything to the contrary in this Section 7.10, neither the Acquiror nor the Surviving Corporation shall be liable for any settlement effected without its written consent, which shall not be unreasonably withheld. (e) The Acquiror shall cause to be maintained in effect for the period ending on the third anniversary of the Effective Time the current policies provide such directors of directors' and officers with officers' liability insurance maintained by the Company (or substitute policies providing at least the same coverage for an aggregate period of six years and limits and containing terms and conditions that are not materially less advantageous) with respect to claims arising from facts or events that which occurred on or before the Effective Time; provided, includinghowever, without limitation, that (i) neither the Acquiror nor the Surviving Corporation shall be required to maintain any such policies to the extent the coverage thereunder exceeds $ 3,000,000 and (ii) in respect no event shall the Acquiror or the Surviving Corporation be required to expend more than 100 percent of the transactions contemplated current annual premiums paid by the Company for such insurance. (f) The provisions of this Agreement. If such prepaid policies have been obtained prior Section 7.08 are intended to be for the Effective Time, Parent shallbenefit of, and shall cause be enforceable by, each Person entitled to indemnification hereunder and the Surviving Corporation to, maintain heirs and representatives of such policies in full force and effect, and continue to honor the obligations thereunder. The directors and officers to whom this Section 5.10.2 applies shall be intended third party beneficiaries of this Section 5.10.2)Person.

Indemnification of Directors and Officers. Section 5.10.1 5.11.1 For not less than six years from and after the Effective Time, Parent agrees to, and to cause the Surviving Corporation agree to, indemnify and hold harmless all past and present directors, officers, employees and agents of the Company (“Covered Persons”) to the same extent such persons are indemnified as of the date of this Agreement by the Company pursuant to the Company Certificate, the Company By-laws and indemnification agreements, if any, in existence on the date of this Agreement with any Covered Persons for acts or omissions occurring at or prior to the Effective Time; provided, however, that Parent agrees to, and to cause the Surviving Corporation to, indemnify and hold harmless such persons to the fullest extent permitted by Law for acts or omissions occurring in connection with the approval of this Agreement and the consummation of the transactions contemplated hereby. Each Covered Person shall be entitled to advancement of expenses incurred in the defense of any claim, action, suit, proceeding or investigation with respect to any matters subject to indemnification obligations hereunder, provided that any person to whom expenses are advanced undertakes, to the extent required by the DGCL, to repay such advanced expenses if it is ultimately determined that such person is not entitled to indemnification. 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 5.11 shall continue in effect until the final disposition of such claim, action, suit, proceeding or investigation. Section 5.11.2 For not less than six years 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 Company Certificate and the Company Bylaws By-laws. Any indemnification agreements with Covered Persons in existence on the date of this Agreement shall be assumed by the Surviving Corporation in the Merger, without any further action, and shall survive the Merger (and, prior to the Effective Time, Parent shall cause the Certificate of Incorporation and Bylaws of the Purchaser to reflect such provisions) continue in full force and shall not be amended, repealed or otherwise modified for a period of six years after the Effective Time effect in any manner that would adversely affect the rights thereunder of any individual who on or prior to the Effective Time was a director, officer, trustee, fiduciary, employee or agent of the Company or any Company Subsidiary or who served at the request of the Company or any Company 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, unless such amendment or modification is required by Law. The individuals to which this Section 5.10.1 applies shall be intended third party beneficiaries of this Section 5.10.1accordance with their terms. Section 5.10.2 5.11.3 For six years from the Effective Time, the Surviving Corporation shall provide to the Company’s current directors and officers (as of the date hereof and as of the Effective Time) an insurance and indemnification policy that provides coverage for events occurring prior to on or before the Effective Time (the “D&O Insurance”) that is no less favorable than the Company’s existing policy policies in effect as of the date of this Agreement (true and complete copies which have been previously provided the “Existing Policies”). The Surviving Corporation shall be required to Parent) or, if substantially equivalent insurance coverage is unavailable, purchase the best maximum “run-off coverage” available coverageunder the Existing Policies; provided, however, that the Surviving Corporation shall not be required to pay an aggregate annual premium for the six years of D&O Insurance such “run-off” coverage in excess of $250,000300% 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 year period, the Surviving Corporation shall first seek the additional coverage from the Company’s insurers under the Existing Policies prior to seeking such additional coverage from any other insurers. The provisions of the immediately preceding sentence sentences shall be deemed to have been satisfied if prepaid policies have been obtained by Parent or the Company at or prior to the Effective Time for purposes of this Section 5.10.25.11.3, which policies provide such directors and officers with coverage no less favorable than the Existing Policies for an aggregate period of at least six years with respect to claims arising from facts or events that occurred on or before the Effective Time, including, without limitation, in respect connection with the approval of this Agreement and the transactions contemplated by this Agreementhereby. 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 thereunder. Section 5.11.4 In the event Parent or the Surviving Corporation (A) 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 (B) 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 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 5.11. Section 5.11.5 The obligations under this Section 5.11 shall not be terminated or modified in such a manner as to affect adversely any Covered Person without the consent of such affected Covered Person. The directors and officers to whom this Section 5.10.2 applies shall be intended third party beneficiaries provisions of this Section 5.10.2)5.11 shall survive the consummation of the Merger and are intended to be for the benefit of, and shall be enforceable by, each of the Covered Persons and their respective successors, heirs and personal representatives.

Indemnification of Directors and Officers. Section 5.10.1 Parent (a) For not less than six years from and after the Effective Time, Buyer agrees to, and to cause the Surviving Corporation agree that the indemnification obligations set forth in to, indemnify and hold harmless all past and present Table of Contents directors, officers, employees and agents of the Company Certificate and (“Covered Persons”) to the same extent such persons are indemnified as of the date of this Agreement by the Company Bylaws shall survive pursuant to the Merger (andCompany’s amended and restated certificate of incorporation, as amended, second amended and restated bylaws and indemnification agreements, if any, in existence on the date of this Agreement with any Covered Persons for acts or omissions occurring at or prior to the Effective Time; provided, Parent shall however, that Buyer agrees to, and to cause the Certificate Surviving Corporation to, indemnify and hold harmless such persons to the fullest extent permitted by applicable Law for acts or omissions occurring in connection with the approval of Incorporation this Agreement and Bylaws the consummation of the Purchaser transactions contemplated hereby. Each Covered Person shall be entitled to reflect advancement of expenses incurred in the defense of any claim, action, suit, proceeding or investigation with respect to any matters subject to indemnification hereunder to the extent provided in the certificate of incorporation and by-laws of the Surviving Corporation, provided that any person to whom expenses are advanced undertakes, to the extent required by the DGCL, to repay such provisions) and shall advanced expenses if it is ultimately determined that such person is not be amendedentitled to indemnification. Notwithstanding anything herein to the contrary, repealed if any claim, action, suit, proceeding or otherwise modified for a period of six years investigation (whether arising before, at or after the Effective Time in Time) is made against any manner that would adversely affect the rights thereunder of any individual who Covered Person with respect to matters subject to indemnification hereunder on or prior to the Effective Time was a director, officer, trustee, fiduciary, employee or agent sixth anniversary of the Company or any Company Subsidiary or who served at Effective Time, the request of the Company or any Company 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, unless such amendment or modification is required by Law. The individuals to which this Section 5.10.1 applies shall be intended third party beneficiaries provisions of this Section 5.10.15.8 shall continue in effect until the final disposition of such claim, action, suit, proceeding or investigation. Section 5.10.2 (b) The certificate of incorporation and by-laws of the Surviving Corporation shall contain provisions no less favorable with respect to indemnification, advancement of expenses and exculpation of Covered Persons then are currently set forth in the Company’s amended and restated certificate of incorporation, as amended, and second amended and restated by-laws. Any indemnification agreements with Covered Persons in existence on the date of this Agreement shall be assumed by the Surviving Corporation in the Merger, without any further action, and shall survive the Merger and continue in full force and effect in accordance with their terms. (c) For six years from the Effective Time, the Surviving Corporation shall provide to the Company’s current directors and officers (as of the date hereof and as of the Effective Time) an insurance and indemnification policy that provides coverage for events occurring prior to on or before the Effective Time (the “D&O Insurance”) that is no less favorable 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 in no event shall the Surviving Corporation shall not be required to pay expend pursuant to this Section 5.8(c) more than an aggregate premium amount per year equal to 250% of current annual premiums paid by the Company for such insurance (which premiums the six years of D&O Insurance Company represents and warrants to be $462,500 in excess of $250,000the aggregate) but, in such case, shall purchase as much coverage as is reasonably practical for such amount. The provisions of the immediately preceding sentence shall be deemed to have been satisfied if prepaid policies have been obtained (whether purchased by Buyer or the Company, provided that in no event shall the Company expend more than $1.1 million in the aggregate to obtain such policies) prior to or as of the Effective Time for purposes of this Section 5.10.25.8(c), which policies provide such directors and officers with coverage no less favorable than the Company’s existing policy for an aggregate period of at least six years with respect to claims arising from facts or events that occurred on or before the Effective Time, including, without limitation, in respect connection with the approval of this Agreement and the transactions contemplated by this Agreement. 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 thereunder. The directors and officers to whom this Section 5.10.2 applies shall be intended third party beneficiaries of this Section 5.10.2).contemplated

Indemnification of Directors and Officers. Section 5.10.1 Parent (a) The indemnification, advancement and the Surviving Corporation agree that exculpation provisions of the indemnification obligations set forth in agreements by and among the Company Certificate and its directors and certain executive officers as in effect at the Company Bylaws Effective Time shall survive the Merger (and, prior to the Effective Time, Parent shall cause the Certificate of Incorporation and Bylaws of the Purchaser to reflect such provisions) and shall not be amended, repealed or otherwise modified for a period of six years after from the Effective Time in any manner that would adversely affect manner. The Surviving Company and its Subsidiaries shall (and Parent shall cause the rights thereunder Surviving Company and its Subsidiaries to) honor and fulfill in all respects the obligations of the Company and the Company Subsidiaries under (i) any individual indemnification, advancement of expenses and exculpation provision set forth in any memorandum and articles of association or comparable organizational documents of the Company or any of the Company Subsidiaries as in effect on the date of this Agreement and (ii) all indemnification agreements between the Company or any of the Company Subsidiaries and any of their respective current or former directors and officers and any person who on becomes a director or officer of the Company or any of the Company Subsidiaries prior to the Effective Time was (the "Indemnified Parties"). In addition, during the period commencing at the Effective Time and ending on the sixth anniversary of the Effective Time, the Surviving Company and its Subsidiaries shall (and Parent shall cause the Surviving Company and its Subsidiaries to) cause the memorandum and articles of association (and other similar organizational documents) of the Surviving Company and its Subsidiaries to contain provisions with respect to exculpation, advancement of expenses and indemnification that are at least as favorable to the Indemnified Parties as those contained in the memorandum and articles of association (or other similar organizational documents) of the Company and the Company Subsidiaries as in effect on the date hereof, and during such six year period, such provisions shall not be amended, repealed, or otherwise modified in any manner except as required by applicable Law. (b) From and after the Effective Time, the Surviving Company shall indemnify and hold harmless, to the fullest extent permitted by applicable Laws, its memorandum and articles of association and any applicable Contracts, each Indemnified Party 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, officer, trustee, fiduciary, employee director or agent officer of the Company or any Company Subsidiary or who served services performed by such Person at the request of the Company or any Company Subsidiary, including (i) any and all matters pending, existing or occurring at or prior to the Effective Time, whether asserted or claimed prior to, at or after the Effective Time, and (ii) any claim arising from the transactions contemplated hereby, and any actions taken by any Parent Party with respect thereto (including any disposition of assets of the Surviving Company or any Company 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, unless such amendment or modification which is required by Law. The individuals alleged to which this Section 5.10.1 applies shall be intended third party beneficiaries of this Section 5.10.1have rendered the Surviving Company and/or any Company Subsidiary insolvent). Section 5.10.2 For six years from (c) Prior to the Effective Time, the Company shall and, if the Company is unable to, Parent shall cause the Surviving Corporation shall provide to the Company’s directors and officers (as of the date hereof and Company as of the Effective TimeTime to, obtain and fully pay the premium for the extension of the directors' and officers' 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 Effective Time with respect to any claim related to any period or 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 indemnification 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 provides coverage for events occurring existed or occurred at or prior to the Effective Time (including in connection with this Agreement or the “D&O Insurance”transactions or actions contemplated hereby); provided that in no event shall Parent or the Surviving Company be required to expend for such policy pursuant to this sentence an annual premium amount in excess of three-hundred percent (300%) that is no less favorable than of the Company’s existing policy (true and complete copies which have been previously provided to Parent) or, if substantially equivalent insurance coverage is unavailable, annual premiums currently paid by the best available coverageCompany for such insurance; provided, howeverfurther that if the annual premiums of such insurance coverage exceed such amount, that the Surviving Corporation Company shall obtain a policy with the greatest coverage available for a cost not exceeding such amount. (d) In the event Parent, Midco or the Surviving Company or any of their respective successors or assigns (i) consolidates with or merges into any other Person and shall not be required the continuing or surviving company or entity of such consolidation or merger or (ii) transfers all or substantially all of their respective properties and assets to pay an aggregate premium for any Person, then, and in each such case, proper provision shall be made so that the six years successors and assigns of D&O Insurance Parent, Midco or the Surviving Company, as the case may be, shall assume the obligations set forth in excess of $250,000. this Section 6.12. (e) The provisions of this Section 6.12 shall survive the immediately preceding sentence consummation of the Merger and are intended to be for the benefit of, and shall be enforceable by, each of the Indemnified Parties, their respective heirs and representatives, each of which shall be a third-party beneficiary of the provisions of this Section 6.12. (f) The agreements and covenants contained in this Section 6.12 shall not be deemed to have be exclusive of any other rights to which any such 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 satisfied if prepaid policies have been obtained prior to the Effective Time for purposes of this Section 5.10.2, which policies provide such directors and officers with coverage for an aggregate period of six years in existence with respect to claims arising from facts the Company or events that occurred on or before the Effective Time, including, without limitation, in respect any of the transactions contemplated by this Agreement. If such prepaid policies have been obtained prior to the Effective TimeCompany Subsidiaries or their respective officers, Parent shall, and shall cause the Surviving Corporation to, maintain such policies in full force and effect, and continue to honor the obligations thereunder. The directors and officers to whom this Section 5.10.2 applies shall be intended third party beneficiaries of this Section 5.10.2)employees.

Indemnification of Directors and Officers. Section 5.10.1 Parent (a) Buyer agrees that all rights of indemnification, advancement of expenses, exculpation and limitation of liabilities existing in favor of the Surviving Corporation agree that current or former directors or officers of the indemnification obligations set forth Acquired Companies (collectively, the “D&O Indemnitees”) as provided in the Company Certificate Acquired Companies’ Organizational Documents or under any indemnification, employment or other similar agreements between any D&O Indemnitee and Sellers and their respective Affiliates, in each case as in effect on the Company Bylaws date of this Agreement with respect to matters occurring prior to the Closing, shall survive the Merger (andClosing and continue in full force and effect in accordance with their respective terms. Without limiting the foregoing, prior to the Effective Time, Parent shall cause the Certificate of Incorporation and Bylaws of the Purchaser to reflect such provisions) and shall not be amended, repealed or otherwise modified for a period of six (6) years after the Effective Time Closing, Buyer shall (i) cause the Organizational Documents of the Acquired Companies to contain provisions no less favorable with respect to indemnification, exculpation and limitation of liabilities of the D&O Indemnitees and advancement of expenses than are set forth as of the date of this Agreement in the Organizational Documents of the Acquired Companies and (ii) not amend, repeal or otherwise modify such provisions in any manner respect that would adversely affect the rights thereunder of any individual who on or prior to the Effective Time was a director, officer, trustee, fiduciary, employee or agent of the D&O Indemnitees thereunder. (b) The provisions of this Section 5.25 shall (i) survive the Closing, (ii) are intended to be for the benefit of, and shall be enforceable by, each of the D&O Indemnitees, their respective heirs and representatives, and (iii) are in addition to, and not in substitution for, any other rights to indemnification or contribution that any such Person may have by contract or otherwise. Following the Closing, in the event that Buyer or the Acquired Companies or any of their respective successors or assigns (x) consolidates with or merges into any other Person and is not the continuing or surviving corporation or entity of such consolidation or merger or (y) transfers or conveys all or substantially all of its properties and assets to any Person, or if Buyer dissolves the Acquired Companies, then, and in each such case, Buyer shall cause proper provision to be made so that the successors and assigns of Buyer or the Acquired Companies assume the obligations set forth in this Section 5.25. (c) Buyer hereby acknowledges that the D&O Indemnitees have or may, in the future, have certain rights to indemnification, advancement of expenses or insurance provided by other Persons (collectively, “Other Indemnitors”). Buyer hereby agrees that, with respect to any advancement or indemnification obligation owed, at any time, to a D&O Indemnitee by Buyer, an Acquired Company or any Company Subsidiary Other Indemnitor, whether pursuant to any certificate of incorporation, bylaws, partnership agreement, operating agreement, indemnification agreement or who served at the request other Contract or pursuant to this Section 5.25 (any of the Company or any Company Subsidiary as a directorforegoing, officeran “Indemnification Obligation”), trustee, partner, fiduciary, employee or agent of another corporation, partnership, joint venture, trust, pension or other employee benefit plan or enterprise, unless such amendment or modification is required by Law. The individuals to which this Section 5.10.1 applies shall be intended third party beneficiaries of this Section 5.10.1. Section 5.10.2 For six years from the Effective Time, the Surviving Corporation shall provide to the Company’s directors and officers (as of the date hereof 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 no less favorable 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 required to pay an aggregate premium for the six years of D&O Insurance in excess of $250,000. 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 for purposes of this Section 5.10.2, which policies provide such directors and officers with coverage for an aggregate period of six 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, Parent Buyer shall, and shall cause the Surviving Corporation Acquired Companies to, maintain such policies in full force (A) be the indemnitors of first resort (i.e., the Acquired Companies’ obligations to a D&O Indemnitee shall be primary and effectany obligation of the Other Indemnitors shall be secondary) and (B) at all times, be required to advance, and continue be liable, jointly and severally, for, the full amount of all expenses, judgments, penalties, fines and amounts paid in settlement to honor the obligations thereunder. The directors extent legally permitted and officers to whom this Section 5.10.2 applies shall be intended third party beneficiaries as required by the terms of this Section 5.10.2)Agreement or any Indemnification Obligation, without regard to any rights that a D&O Indemnitee may have against the Other Indemnitors. Furthermore, Buyer irrevocably waives, relinquishes and releases the Other Indemnitors from any and all claims (x) against the Other Indemnitors for contribution, subrogation, indemnification or any other recovery of any kind in respect thereof and (y) that the D&O Indemnitees must seek expense advancement, reimbursement or indemnification from any Other Indemnitor before any Buyer or the Acquired Companies must perform their expense advancement, reimbursement and indemnification obligations under this Agreement. Buyer hereby further agrees that no advancement, indemnification or other payment by the Other Indemnitors on behalf of a D&O Indemnitee with respect to any claim for which a D&O Indemnitee has sought indemnification from Buyer or an Acquired Company shall affect the foregoing, and the Other Indemnitors shall have a right of contribution or be subrogated to the extent of such advancement, indemnification or other payment to all of the rights of recovery of such D&O Indemnitee against Buyer or an Acquired Company, and Buyer and the Acquired Companies shall indemnify and hold harmless against such amounts actually paid by the Other Indemnitors to or on behalf of such D&O Indemnitees to the extent such amounts would have otherwise been payable by Buyer or an Acquired Company under any Indemnification Obligation.

Indemnification of Directors and Officers. Section 5.10.1 Parent and the Surviving Corporation agree that the indemnification obligations set forth in the Company Certificate and the Company Bylaws shall survive the Merger (and, prior to the Effective Time, Parent shall cause the Certificate of Incorporation and Bylaws of the Purchaser to reflect such provisionsa) and shall not be amended, repealed or otherwise modified for For a period of six years after the Closing, Purchaser shall not, and shall not permit the Surviving Corporation or any of the Subsidiaries to, amend, repeal or modify any provision in the Surviving Corporation’s or any of the Subsidiaries’ certificate or articles of incorporation, by-laws or other equivalent governing documents or indemnification agreements made available to Purchaser relating to the exculpation, indemnification or advancement of expenses of any Persons who at any time prior to or at the Effective Time in are or were officers, directors or employees of the Company or any manner that would adversely affect the rights thereunder of any individual who on Subsidiary (each, a “D&O Indemnified Person”) with respect to matters existing or occurring at or prior to the Effective Time was a director, officer, trustee, fiduciary, employee or agent of (unless and to the Company or any Company Subsidiary or who served at the request of the Company or any Company 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, unless such amendment or modification is extent required by Law. The individuals ), it being the intent of the parties that all such D&O Indemnified Persons shall continue to which this Section 5.10.1 applies shall be intended third party beneficiaries entitled to such exculpation, indemnification and advancement of this Section 5.10.1expenses to the full extent of the 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. Section 5.10.2 For six years from (b) At or prior to the Effective Time, the Surviving Corporation Company shall provide to obtain and fully pay for, at Purchaser’s expense, “tail” insurance policies with a claims period of at least six years from and after the Effective Time, from an insurance carrier with the same or better credit ratings as the Company’s directors current insurance carrier with respect to officers’ and officers (as of the date hereof and as of the Effective Time) an directors’ liability insurance and indemnification policy that provides fiduciary liability insurance (collectively, “D&O Insurance”), for the persons who are covered by the Company’s existing D&O Insurance, with terms, conditions, retentions and levels of coverage for events at least as favorable as the Company’s existing D&O Insurance with respect to matters arising out of or relating to acts or omissions occurring or existing at or prior to the Effective Time (the “D&O Insurance”) that is no less favorable than the Company’s existing policy (true including in connection with this Agreement 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 required to pay an aggregate premium for the six years of D&O Insurance in excess of $250,000. 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 for purposes of this Section 5.10.2, which policies provide such directors and officers with coverage for an aggregate period of six 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, Parent shallhereby), and Purchaser shall cause the Surviving Corporation to, to maintain such policies D&O Insurance in full force and effecteffect for its full term. Notwithstanding the foregoing, in no event shall the Purchaser or the Surviving Corporation be required to expend for such policies an annual premium amount in excess of 300% of the annual premiums currently paid by the Company for such insurance; provided that if the annual premiums of such coverage exceed such amount, Purchaser or the Surviving Corporation, as the case may be, shall obtain a policy with the greatest coverage available for a cost not exceeding such amount for such six-year period from an insurance carrier with the same or better credit rating as the Company’s current insurance carrier with respect to the Company’s existing D&O Insurance with terms, conditions, retentions and levels of coverage at least as favorable as provided in the Company’s existing policies as of the date of this Agreement. (c) In the event that Purchaser or the Surviving Corporation or any of their respective successors or assigns (i) consolidates with or merges into any other Person and is not the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers or conveys all or substantially all of its properties and other assets to any Person (including by liquidation, dissolution, assignment for the benefit of creditors or similar action), then, and continue in each such case, Purchaser or the Surviving Corporation, as the case may be, shall cause proper provision to honor be made so that the applicable successors and assigns or transferees expressly assume the obligations thereunderset forth in this Section 6.06. (d) Notwithstanding anything to the contrary contained herein or otherwise, the rights and benefits of the D&O Indemnified Persons under this Section 6.06 shall not be terminated or modified in any manner as to adversely affect any D&O Indemnified Person without the prior written consent of such D&O Indemnified Person. The directors and officers to whom this Section 5.10.2 applies shall be intended third party beneficiaries provisions of this Section 5.10.26.06 are intended to be for the benefit of, and shall be enforceable by, each D&O Indemnified Person referred to in Section 6.06(a), his or her heirs and his or her executors, administrators and personal representatives, each of whom is an intended third-party beneficiary of this Section 6.06, and are in addition to, and not in substitution for, any other rights, including rights to indemnification or contribution that any such Person may have by Contract or otherwise.

Indemnification of Directors and Officers. Section 5.10.1 Parent and (a) The Buyer shall not, for a period of three years after the Surviving Corporation agree that the Effective Time, take any action to alter or impair any exculpatory or indemnification obligations set forth provisions now existing in the Company Certificate and of Incorporation or Bylaws of the Company Bylaws shall survive for the Merger (and, benefit of any individual who served as a director or officer of the Company at any time prior to the Effective Time, Parent shall cause the Certificate of Incorporation except for any changes which may be required to conform with changes in applicable law and Bylaws of the Purchaser to reflect such provisions) and shall any changes which do 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 application of any individual who on such provisions to acts or omissions of such individuals prior to the Effective Time was a director, officer, trustee, fiduciary, employee or agent of the Company or any Company Subsidiary or who served at the request of the Company or any Company 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, unless such amendment or modification is required by Law. The individuals to which this Section 5.10.1 applies shall be intended third party beneficiaries of this Section 5.10.1Time. Section 5.10.2 For six years from (b) During the three-year period commencing on the Effective Time, the Surviving Corporation shall provide to the Company’s directors Buyer agrees that it will, and officers (as of the date hereof 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 no less favorable 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 will cause the Surviving Corporation shall not be required to pay an aggregate premium for the six years of D&O Insurance in excess of $250,000. The provisions to, indemnify and hold harmless each present and former director and officer of the immediately preceding sentence shall be deemed Company (the "Indemnified Executives") against any costs or expenses (including attorneys' fees), judgments, fines, losses, claims, damages, liabilities or amounts paid in settlement incurred in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of or pertaining to have been satisfied if prepaid policies have been obtained prior to the Effective Time for purposes of this Section 5.10.2, which policies provide such directors and officers with coverage for an aggregate period of six years with respect to claims arising from facts matters existing or events that occurred on occurring at 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, Parent shallwhether asserted or claimed prior to, at or after the Effective Time, to the fullest extent permitted under Delaware law (and shall cause the Buyer and the Surviving Corporation toshall also advance expenses as incurred to the fullest extent permitted under Delaware law, maintain such policies in full force and effect, and continue to honor provided the obligations thereunder. The directors and officers Indemnified Executive to whom expenses are advanced provides an undertaking to repay such advances if it is ultimately determined that such Indemnified Executive is not entitled to indemnification). (c) The rights of a director or officer to indemnification and advancement of expenses under this Section 5.10.2 applies 7.6 shall not be intended third party beneficiaries deemed exclusive of this Section 5.10.2)any other rights such director or officer may, at any time, be entitled to under applicable Legal Requirements, any charter or bylaw provision, any agreement or otherwise.

Indemnification of Directors and Officers. Section 5.10.1 Parent (a) Buyer shall cause the Surviving Corporation to, and the Surviving Corporation agree will, from and after the Effective Time, indemnify and hold harmless the present and former officers and directors of the Company and its Subsidiaries (the “Indemnified Parties”) in respect of any costs or expenses (including attorneys’ fees and disbursements), judgments, fines, losses, claims, damages or liabilities incurred in connection with any claim, action, suit, proceeding, inquiry or investigation, whether civil, criminal, administrative or investigative, arising out of or pertaining to the fact that the indemnification obligations Indemnified Party is or was an officer or director of the Company or any of its Subsidiaries at or prior to the Effective Time (including this Agreement and the transactions contemplated hereby), whether asserted or claimed prior to, at or after the Effective Time, subject to any limitation imposed from time to time under applicable Law. The certificate of incorporation and bylaws of the Surviving Corporation shall contain provisions no less favorable with respect to indemnification, advancement of expenses and exculpation of former or present directors and officers than are set forth in the Company Certificate and the Company Bylaws shall survive the Merger (andCompany’s organizational documents currently in effect, prior to the Effective Time, Parent shall cause the Certificate of Incorporation and Bylaws of the Purchaser to reflect such provisions) and which provisions shall not be amended, repealed or otherwise modified for a period of six years after from the Effective Time in any manner that would adversely affect the rights thereunder of any individual such individuals. (b) Prior to the Effective Time, Buyer shall cause the Surviving Corporation as of the Effective Time to obtain and fully pay for, at no expense to the beneficiaries, “tail” insurance policies with a claims period of at least six years from and after the Effective Time from an insurance carrier with the same or better credit ratings as the Company’s current insurance carrier with respect to officers’ and directors’ liability insurance and fiduciary liability insurance (collectively, “D&O Insurance”), for the persons who on are covered by the Company’s existing D&O Insurance, with terms, conditions, retentions and levels of coverage at least as favorable as the Company’s existing D&O Insurance with respect to matters existing or occurring at or prior to the Effective Time was a director(including in connection with this Agreement or the transactions contemplated hereby), officer, trustee, fiduciary, employee or agent and Buyer shall cause the Surviving Corporation to maintain such D&O Insurance in full force and effect for their full terms. If the Surviving Corporation for any reason fails to obtain such “tail” insurance policies as of the Company or any Company Subsidiary or who served at the request of the Company or any Company 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, unless such amendment or modification is required by Law. The individuals to which this Section 5.10.1 applies shall be intended third party beneficiaries of this Section 5.10.1. Section 5.10.2 For six years from the Effective Time, the Surviving Corporation shall provide to the Company’s directors and officers (as of the date hereof 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 no less favorable 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 required to pay an aggregate premium for the six years of D&O Insurance in excess of $250,000. 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 for purposes of this Section 5.10.2, which policies provide such directors and officers with coverage for an aggregate period of six 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, Parent shall, and Buyer shall cause the Surviving Corporation to, continue to maintain in effect, at no expense to the beneficiaries, for a period of at least six years from and after the Effective Time for the persons who are covered by the Company’s D&O Insurance in place as of the date of this Agreement with terms, conditions, retentions and levels of coverage at least as favorable as provided in the Company’s existing policies as of the date of this Agreement, or, if such insurance is unavailable, the Surviving Corporation shall, and Buyer shall cause the Surviving Corporation to, purchase the best available D&O Insurance for such six-year period from an insurance carrier with the same or better credit rating as the Company’s current insurance carrier with respect to the Company’s existing D&O Insurance with terms, conditions, retentions and with levels of coverage at least as favorable as provided in the Company’s existing policies as of the date of this Agreement. Notwithstanding the foregoing, in no event shall Buyer or the Surviving Corporation be required to expend for such policies an annual premium amount, or, with respect to any such “tail” insurance policies, aggregate premiums, in full force each case, in excess of 200% of the annual premiums currently paid by the Company for such insurance; provided that if the annual premiums of such coverage, or the aggregate premiums with respect to any such “tail” insurance policies, exceed such amount, the Surviving Corporation shall obtain a policy with the greatest coverage available for a cost not exceeding such amount. (c) If the Surviving Corporation or any of its successors or assigns (i) shall consolidate with or merge into any other corporation or entity and effectshall not be the continuing or surviving corporation or entity of such consolidation or merger or (ii) shall transfer all or a majority of its properties and assets to any individual, corporation or other entity, then, and continue to honor in each such case, proper provisions shall be made so that the successors and assigns of the Surviving Corporation shall assume all obligations thereunder. The directors and officers to whom set forth in this Section 5.10.2 applies shall be intended third party beneficiaries 6.7. (d) The provisions of this Section 5.10.2)6.7 are intended to be for the benefit of, and shall be enforceable by, each of the Indemnified Parties and their respective successors, heirs and legal representatives, shall be binding on all successors and assigns of Buyer and the Surviving Corporation and shall not be amended in any manner that is adverse to the Indemnified Parties (including their successors, heir and legal representatives) without the consent of the affected Indemnified Parties.

Indemnification of Directors and Officers. Section 5.10.1 Parent (a) From the Effective Time through the sixth anniversary of the date on which the Effective Time occurs, the Buyer shall cause (and shall provide funds therefor to) the Surviving Corporation agree that to fulfill and honor in all respects the indemnification obligations of the Company pursuant to the certificate of incorporation of the Company providing for the indemnification, the advancement of expenses and exculpation from liability of each Company Indemnified Party. (b) The certificate of incorporation and by-laws of the Surviving Corporation shall contain, and the Buyer shall cause the certificate of incorporation and by-laws of the Surviving Corporation to so contain, provisions no less favorable with respect to indemnification, advancement of expenses and exculpation of present and former directors and officers of the Company and its Subsidiaries or any predecessor thereof than are set forth in the Company Certificate certificate of incorporation and by-laws of the Company Bylaws shall survive the Merger (and, immediately prior to the Effective Timeexecution and delivery of this Agreement, Parent which certificate of incorporation and by-laws have been made available to Buyer. (c) The Surviving Corporation shall, at no expense to the beneficiaries, either (i) maintain, and the Buyer shall cause the Certificate of Incorporation Surviving Corporation to maintain, in effect for six (6) years from and Bylaws of the Purchaser to reflect such provisions) and 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 any individual who on Current D&O Insurance with respect to matters existing or occurring at or prior to the Effective Time was (including the transactions contemplated by this Agreement) or (ii) purchase a director, officer, trustee, fiduciary, employee or agent of the Company or any Company Subsidiary or who served at the request of the Company or any Company 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, unless such amendment or modification is required by Law. The individuals to which this Section 5.10.1 applies shall be intended third party beneficiaries of this Section 5.10.1. Section 5.10.2 For six years from the Effective Time, the Surviving Corporation shall provide (6) year extended reporting period endorsement with respect to the Company’s directors Current D&O Insurance and officers (as of the date hereof maintain such endorsement in full force and as of the Effective Time) an insurance and indemnification policy that provides coverage effect for events occurring prior to the Effective Time (the “D&O Insurance”) that is no less favorable 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 coverageits full term; provided, however, that in complying with its obligations pursuant to the terms of this Section 6.6(c), the Surviving Corporation shall not be required to pay an aggregate premium for the six years of D&O Insurance annual insurance premiums in excess of $250,000[*]% of the current annual premium paid by the Company for its existing coverage in the aggregate. If the Surviving Corporation cannot obtain such insurance coverage without paying annual premiums in excess of such limit, the Surviving Corporation shall purchase such insurance with the maximum coverage available by paying annual premiums equal to such limit. (d) If the Buyer, the Surviving Corporation or any of the Company’s Subsidiaries (i) shall 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 (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 successor and assigns of the Buyer, the Surviving Corporation or such Subsidiary, as the case may be, shall assume all of the obligations of this Section 6.6. (e) If the Company Indemnified Party is successful in its claim under this Section 6.6, the Buyer shall pay all reasonable expenses, including reasonable attorneys’ fees, that may be incurred by such Company Indemnified Parties in connection with the enforcement of their rights provided in this Section 6.6. * Omitted information is the subject of a request for confidential treatment pursuant to Rule 24b-2 under the Securities Exchange Act of 1934 and has been filed separately with the Securities and Exchange Commission. (f) The provisions of the immediately preceding sentence shall this Section 6.6 are intended to be deemed to have been satisfied if prepaid policies have been obtained prior in addition to the Effective Time for purposes of this Section 5.10.2, which policies provide such directors and officers with coverage for an aggregate period of six 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 rights otherwise available to the Effective TimeCompany Indemnified Parties by law, Parent shallcharter, statute, by-law or agreement, and shall cause operate for the Surviving Corporation to, maintain such policies in full force and effectbenefit of, and continue to honor the obligations thereunder. The directors and officers to whom this Section 5.10.2 applies shall be intended third party beneficiaries enforceable by, each of this Section 5.10.2)the Company Indemnified Parties, their heirs and their representatives.

Indemnification of Directors and Officers. Section 5.10.1 Parent (a) From and the Surviving Corporation agree that the indemnification obligations set forth in the Company Certificate and the Company Bylaws shall survive the Merger (and, prior to the Effective Time, Parent shall cause the Certificate of Incorporation and Bylaws of the Purchaser to reflect such provisions) and 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 any individual who on or prior to the Effective Time was a director, officer, trustee, fiduciary, employee or agent of the Company or any Company Subsidiary or who served at the request of the Company or any Company 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, unless such amendment or modification is required by Law. The individuals to which this Section 5.10.1 applies shall be intended third party beneficiaries of this Section 5.10.1. Section 5.10.2 For six years from the Effective Time, the Surviving Corporation shall provide to the Company’s directors and officers (as of the date hereof 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 no less favorable 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 required to pay an aggregate premium for the six years of D&O Insurance in excess of $250,000. 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 for purposes of this Section 5.10.2, which policies provide such directors and officers with coverage for an aggregate period of six 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 TimeClosing Date, Parent shall, and shall cause the Surviving Corporation Bank and its Subsidiaries to, maintain indemnify, defend and hold harmless, to the fullest extent permitted under applicable Law, the individuals who on or prior to the Closing Date were directors or officers of the Seller Bank or any of the Seller Bank’s Subsidiaries (collectively, the “D&O Indemnitees”) with respect to all acts or omissions (or alleged acts or omissions) by the D&O Indemnitees, or any of them, in their capacities as such policies or taken at the request of the Seller Bank or any of the Seller Bank’s Subsidiaries at any time on or prior to the Closing Date to the same extent as such Persons would be indemnified or have the right to advancement of expenses pursuant to the Organizational Documents of Seller Bank or any of its Subsidiaries in full force effect as of the date of this Agreement. (b) Any D&O Indemnitee wishing to claim indemnification under paragraph (a) of this Section 6.07 upon learning of any such Liability or litigation, shall promptly notify Parent thereof; provided, that failure to provide such notice shall not relieve Parent of its obligations pursuant to this Section 6.07 unless and effectonly to the extent such failure materially prejudices Parent. In the event of any such litigation (whether arising before or after the Effective Time), (i) Parent or Surviving Bank shall have the right to assume the defense thereof and neither Parent nor Surviving Bank shall be liable to such D&O Indemnitee for any legal expenses of other counsel or any other expenses subsequently incurred by such D&O Indemnitee in connection with the defense thereof, except that if Parent elects not to assume such defense or counsel for the D&O Indemnitee advises that there are substantive issues which raise conflicts of interest between Parent and the D&O Indemnitee, the D&O Indemnitee may retain counsel satisfactory to them, and continue Parent shall pay all reasonable fees and expenses of such counsel for the D&O Indemnitee promptly as statements therefor are received; provided, that Parent shall be obligated pursuant to honor this paragraph (b) to pay for only one firm of counsel for all D&O Indemnitees in any jurisdiction, (ii) the D&O Indemnitees will reasonably cooperate in the defense of any such litigation; and (iii) Parent shall not be liable for any settlement effected without its prior written consent and which does not provide for a complete and irrevocable release of all Parent, Surviving Bank and its Subsidiaries and their respective directors, officers and controlling persons, employees, agents and Representatives; and provided further, that if a court of competent jurisdiction determines, and such determination becomes final and nonappealable, that the indemnification of such D&O Indemnitee in the manner contemplated hereby is prohibited by applicable Law, then the indemnification obligations thereunder. hereunder of Parent, State Bank and their respective Subsidiaries shall apply only to the extent permitted by applicable Law, as so finally determined by such court of competent jurisdiction. (c) The Surviving Bank shall provide or maintain in effect for six years from and after the Effective Time, through the purchase of “run-off” coverage or otherwise, directors’ and officers’ and corporate liability insurance covering those individuals who are covered by the directors’ and officers’ and corporate liability insurance policy or policies provided for directors and officers of the Seller Bank and the Seller Bank’s Subsidiaries as of the date hereof with respect to any actual or alleged error, misstatement, misleading statement, act, omission, neglect, breach of duty or any matter claimed by such director or officer by reason of serving in such capacity (the “Existing Policy”) from an insurance carrier with the same or better credit rating as the Seller Bank’s current insurance carrier and on terms no less favorable in all respects to the Existing Policy and such coverage shall contain minimum aggregate limits of liability for directors’ and officers’ and corporate liability insurance coverage for directors and officers of the Seller Bank and its Subsidiaries with the amount of coverage at least equal to that of the Existing Policies and deductibles no larger than those of the Existing Policy; provided, however, that if such “run-off” or other coverage is not available at a cost less than or equal to two hundred percent (200%) of the annual premiums paid as of the date hereof under the Existing Policy (the “Insurance Cap”) (which premiums are set forth in Section 6.07(c) of the Seller Bank Disclosure Schedule), then the Surviving Bank shall be required to obtain as much coverage as is possible under substantially similar policies for such annual premiums as do not exceed the Insurance Cap. (d) The obligations of Parent and the Surviving Bank under this Section 6.07 shall not be terminated or modified in such a manner as to adversely affect any D&O Indemnitee to whom this Section 5.10.2 6.07 applies without the consent of each affected D&O Indemnitee (it being expressly agreed that the D&O Indemnitees to whom this Section 6.07 applies shall be intended third party beneficiaries of this Section 5.10.26.07). The provisions of this Section 6.07 are intended to be for the benefit of, and shall be enforceable by, each D&O Indemnitee, his, her or its heirs and his, her or its representatives and (ii) are in addition to, and not in substitution for, any other rights to indemnification or contribution that any such Person may have by Law, Contract or otherwise. (e) In the event that the Surviving Bank or any of its successors or assigns (i) consolidates or merges with or into any other Person and is not the continuing or surviving entity of such consolidation or merger or (ii) transfers or conveys all or substantially all of its properties and assets to any Person, then, and in each such case, proper provision shall be made by Parent and the Surviving Bank so that the successors and assigns of the Surviving Bank shall assume all of the obligations thereof set forth in this Section 6.07. (f) 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 Seller Bank or any of the Seller Bank’s Subsidiaries or any of their respective directors or officers, it being understood and agreed that the indemnification provided for in this Section 6.07 is not prior to or in substitution for any such claims under such policies.

Indemnification of Directors and Officers. Section 5.10.1 Parent and the (a) The Surviving Corporation agree that shall provide rights to indemnification pursuant to its Articles of Incorporation and Code of Regulations substantially similar to those now existing and contained in Target's Articles of Incorporation or Bylaws for the indemnification obligations set forth in the Company Certificate and the Company Bylaws shall survive the Merger (and, benefit of any Person who served as a director or officer of Target at any time prior to the Effective Time, Parent shall cause Time (the Certificate "Indemnified Parties"). (b) Until the later of Incorporation and Bylaws of the Purchaser to reflect such provisions(i) and shall not be amended, repealed or otherwise modified for a period of six years after the Effective Time Time, or (ii) the termination of the litigation listed as Item 1 on Schedule 3.7(a) and all appeals therein, or the final settlement thereof, Acquiror shall cause the Surviving Corporation to use commercially reasonable efforts to provide officers' and directors' liability insurance in any manner that would adversely affect the rights thereunder respect of any individual who acts or omissions occurring on or prior to the Effective Time was a directorcovering each Person currently covered by Target's officers' and directors' liability insurance policy on terms substantially similar to those of such policy in effect on the date hereof, officerprovided that, trusteein satisfying its obligation hereunder, fiduciary, employee or agent of the Company or any Company Subsidiary or who served at the request of the Company or any Company 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, unless such amendment or modification is required by Law. The individuals Acquiror shall not be obligated to which this Section 5.10.1 applies shall be intended third party beneficiaries of this Section 5.10.1. Section 5.10.2 For six years from the Effective Time, cause the Surviving Corporation shall provide to the Company’s directors and officers (as pay premiums in excess of 150% of the date hereof amount per annum Target paid in its last full fiscal year, which amount has been disclosed to Acquiror, and if the Surviving Corporation is unable to obtain the insurance required by this Section 6.10, it shall obtain as of much comparable insurance as possible for an annual premium equal to such maximum amount. (c) To the extent any claim, action, suit, proceeding or investigation (whether arising before or after the Effective Time) against an insurance and indemnification policy Indemnified Party exists that provides coverage for events arises out of or pertains to any action or omission in his or her capacity as director or officer of Target occurring prior to the Effective Time, or arises out of or pertains to the transactions contemplated by this Agreement for a period of three years after the Effective Time (whether arising before or after the “D&O Insurance”) Effective Time), in each case for which such Indemnified Party is entitled to be indemnified under the Surviving Corporation's Articles of Incorporation and Code of Regulations, such Indemnified Party shall be entitled to be represented by counsel, which counsel may be counsel of Acquiror (provided that is no less favorable than if use of counsel of Acquiror would be expected under applicable standards of professional conduct to give rise to a conflict between the Company’s existing policy (true position of the Indemnified Person and complete copies which have been previously provided to Parent) or, if substantially equivalent insurance coverage is unavailableof Acquiror, the best available coverageIndemnified Party shall be entitled instead to be represented by counsel selected by the Indemnified Party and reasonably acceptable to Acquiror). Following the Effective Time the Surviving Corporation and Acquiror shall pay the reasonable fees and expenses of such counsel with respect to a claim for which such Indemnified Party is entitled to be indemnified under the Surviving Corporation's Articles of Incorporation and Code of Regulations promptly after statements therefor are received and the Surviving Corporation and Acquiror will cooperate in the defense of any such matter; provided, however, that such Indemnified Party has complied with any requirements stipulated by the Pennsylvania Law or the Ohio Law, as applicable, provided further, that neither the Surviving Corporation nor Acquiror shall be liable for any settlement effected without its written consent (which consent shall not be required unreasonably withheld); and provided, further, that, in the event that any claim or claims for indemnification are asserted or made within such three year period, all rights to pay an aggregate premium for indemnification in respect to any such claim or claims shall continue until the six years disposition of D&O Insurance in excess of $250,000any and all such claims. The provisions of the immediately preceding sentence shall be deemed Indemnified Parties as a group may retain only one law firm to have been satisfied if prepaid policies have been obtained prior to the Effective Time for purposes of this Section 5.10.2, which policies provide such directors and officers with coverage for an aggregate period of six years represent them with respect to claims arising from facts any single action unless there is, under applicable standards of professional conduct, a conflict on any significant issue between the position of any two or events that occurred on or before more Indemnified Parties. Acquiror hereby consents to the Effective Time, including, without limitation, in respect continuation of the transactions contemplated by this Agreement. If such prepaid policies have been obtained prior existing legal representation of Target and the other named defendants in the litigation matter referred to the Effective Time, Parent shall, and shall cause the Surviving Corporation to, maintain such policies as Item 1 in full force and effect, and continue to honor the obligations thereunder. The directors and officers to whom this Section 5.10.2 applies shall be intended third party beneficiaries of this Section 5.10.2Schedule 3.7(a).

Indemnification of Directors and Officers. Section 5.10.1 Parent (a) For a period of six (6) years from the Closing Date, Purchaser shall, and shall cause each member of the Surviving Corporation agree Company Group to, indemnify, defend and hold harmless, to the fullest extent permitted under applicable Law, the individuals who on or prior to the Closing Date were directors, officers or employees of any member of the Company Group (collectively, the “Indemnitees”) with respect to all acts or omissions by them in their capacities as such or taken at the request of any member of the Company Group at any time on or prior to the Closing Date. Purchaser agrees that all rights of the Indemnitees to indemnification obligations set forth and exculpation from liabilities for acts or omissions occurring at or prior to the Closing Date as provided in the Company Certificate and respective certificate of incorporation or by-laws or comparable organizational documents of each member of the Company Bylaws Group as now in effect, and any indemnification agreements or arrangements of any member of the Company Group shall survive the Merger (and, prior to the Effective Time, Parent shall cause the Certificate of Incorporation and Bylaws of the Purchaser to reflect such provisions) Closing Date and shall not be amended, repealed or otherwise modified continue in full force and effect in accordance with their terms for a period of six years after the Effective Time (6) years. Such rights shall not be amended or otherwise modified in any manner that would adversely affect the rights thereunder of any individual who on or prior to the Effective Time was a director, officer, trustee, fiduciary, employee or agent of the Company or any Company Subsidiary or who served at the request of the Company or any Company 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 enterpriseIndemnitees, unless such amendment or modification is required by Law. . (b) Purchaser agrees that for a period of six (6) years after the Closing, it shall not permit the any member of the Company Group to amend, repeal or modify any provision in their respective Organizational Documents in a manner that would adversely affect the rights and/or exculpation or indemnification of present or former directors and officers, it being the intent of the parties that the directors and officers of the Company Group prior to the Closing shall continue thereafter to be entitled to such exculpation and indemnification to the fullest extent permitted under applicable Laws and Purchaser agrees to cause each member of the Company Group to perform in a timely manner and to otherwise honor such obligations in all respects. (c) On or immediately prior to the Closing Date, Purchaser shall cause to be purchased a six (6) year tail insurance policy with respect to officers’ and directors’ liability insurance (the “D&O Tail Insurance”) covering the Persons who are presently covered by the Company Group’s officers’ and directors’ liability insurance policy (a copy of which has heretofore been delivered to Purchaser), with respect to actions and omissions occurring prior to the Closing, on terms which are at least as favorable as the terms of such insurance in effect for the Company Group on the date hereof and from an insurer or insurers having claims paying ratings no lower than the Company Group’s current insurer. (d) The individuals to which obligations of Purchaser under this Section 5.10.1 7.2 shall not be terminated or modified in such a manner as to adversely affect any Indemnitee to whom this Section 7.2 applies without the consent of the affected Indemnitee (it being expressly agreed that the Indemnitees to whom this Section 7.2 applies shall be intended third party beneficiaries of this Section 5.10.1. Section 5.10.2 For six years from the Effective Time, the Surviving Corporation shall provide to the Company’s directors and officers (as of the date hereof 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 no less favorable 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 required to pay an aggregate premium for the six years of D&O Insurance in excess of $250,000. 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 for purposes of this Section 5.10.2, which policies provide such directors and officers with coverage for an aggregate period of six 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, Parent shall, and shall cause the Surviving Corporation to, maintain such policies in full force and effect, and continue to honor the obligations thereunder. The directors and officers to whom this Section 5.10.2 applies shall be intended third party beneficiaries of this Section 5.10.27.2).

Indemnification of Directors and Officers. Section 5.10.1 Parent and the Surviving Corporation agree that the indemnification obligations set forth in the Company Certificate and the Company Bylaws shall survive the Merger (and, prior to the Effective Time, a) Parent shall cause the Certificate Surviving Corporation to honor the provisions, to the extent they are enforceable under applicable Law, regarding (i) exculpation of Incorporation directors, (ii) limitation of liability of directors and Bylaws officers and (iii) indemnification and advancement of expenses, in each case, contained in the Purchaser to reflect such provisions) Company’s and shall not be amendedits Subsidiaries’ Governing Documents or any employment Contract between the applicable Covered Affiliate and the Company or any of its Subsidiaries, 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 any individual who on or each case as in effect immediately prior to the Effective Time was a director, officer, trustee, fiduciary, employee or agent of the Company or with respect to any Company Subsidiary or who served at the request of the Company or any Company 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, unless such amendment or modification is required by Law. The individuals to which this Section 5.10.1 applies shall be intended third party beneficiaries of this Section 5.10.1D&O Indemnitees. Section 5.10.2 For (b) Prior to the Closing, Company shall, in consultation with Parent and at Parent’s expense, obtain and fully pay for “tail” insurance policies (such policies, the “D&O Tail Policy”) with a claims period of at least six (6) years from the Effective Time, the Surviving Corporation shall provide Closing Date with respect to the directors’ and officers’ liability insurance covering those Persons who are currently covered by Company’s directors and officers (as of the date hereof its Subsidiaries’ directors’ and as of the Effective Time) an officers’ liability insurance and indemnification policy that provides coverage for events occurring prior to the Effective Time (the “D&O Insurance”) that is no on terms not less favorable than the Company’s such 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 in the event that any claim is brought under such director’s and officer’s liability insurance policies, Parent shall cause the Surviving Corporation to maintain the D&O Tail Policy until final disposition thereof; provided, further that Company shall not be required to pay an aggregate premium premiums for the six years of such D&O Insurance Tail Policy in excess of $250,000. The provisions an aggregate amount of 300% of the immediately preceding sentence shall be deemed to have been satisfied if prepaid policies have been obtained last annual premiums paid by Company or its Subsidiaries prior to the Effective Time for purposes date of this Section 5.10.2Agreement for its existing directors’ and officers’ liability insurance policies absent the prior written consent of Parent (which may be withheld in Parent’s sole discretion), which policies provide and in such directors a case shall purchase as much coverage as reasonably practicable for such 300% aggregate amount. (c) From and officers with coverage for an aggregate period of six years with respect to claims arising from facts or events that occurred on or before after 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 TimeClosing Date, Parent shall, and shall cause the Surviving Corporation and its Subsidiaries (each, a “D&O Indemnifying Party”) to, maintain to the fullest extent permitted by applicable Law, (a) indemnify and hold harmless (and release from any liability to Company or its Subsidiaries), the D&O Indemnitees against all D&O Expenses (as defined below), losses, claims, damages, judgments or amounts paid in settlement (“D&O Costs”) in respect of any threatened, pending or completed Action, whether criminal, civil, administrative or investigative, based on or arising out of or relating to the fact that such policies Person is or was a director, officer, employee or agent of Company or its Subsidiaries or Covered Affiliates arising out of acts or omissions occurring in full force such capacities on or prior to the Closing Date (including without limitation, in respect of acts or omissions in connection with this Agreement and effectthe transactions contemplated by this Agreement) (a “D&O Indemnifiable Claim”) and (b) advance to such D&O Indemnitees all D&O Expenses incurred in connection with any D&O Indemnifiable Claim (including in circumstances where the D&O Indemnifying Party has assumed the defense of such claim) promptly after receipt of reasonably detailed statements therefor. Any D&O Indemnifiable Claim shall continue until such D&O Indemnifiable Claim is disposed of or all judgments, and continue to honor orders, decrees or other rulings in connection with such D&O Indemnifiable Claim are fully satisfied. For the obligations thereunder. The directors and officers to whom this Section 5.10.2 applies shall be intended third party beneficiaries purposes of this Section 5.10.27.7(c), “D&O Expenses” shall include reasonable attorneys’ fees and all other reasonable costs, charges and expenses 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, but shall exclude losses, judgments and amounts paid in settlement (which items are included in the definition of D&O Costs).

Indemnification of Directors and Officers. Section 5.10.1 Parent and the Surviving Corporation agree that the indemnification obligations set forth in the Company Certificate and the Company Bylaws shall survive the Merger (and, prior to a) For six (6) years after the Effective Time, Parent shall cause the Certificate of Incorporation and Bylaws of the Purchaser to reflect such provisions) and 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 any individual who on or prior to the Effective Time was a director, officer, trustee, fiduciary, employee or agent of the Company or any Company Subsidiary or who served at the request of the Company or any Company 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, unless such amendment or modification is required by Law. The individuals to which this Section 5.10.1 applies shall be intended third party beneficiaries of this Section 5.10.1. Section 5.10.2 For six years from the Effective Time, the Surviving Corporation shall provide to the Company’s directors maintain officers’ and officers (as directors’ liability insurance in respect of the date hereof and as of the Effective Time) an insurance and indemnification policy that provides coverage for events acts or omissions occurring prior to the Effective Time (covering each such person currently covered by the “D&O Insurance”) that is Company’s officers’ and directors’ liability insurance policy on terms with respect to coverage and amount no less favorable than those of such policy in effect on the Company’s existing policy (true and complete copies which have been previously provided to Parent) ordate hereof, if substantially equivalent insurance coverage is unavailableany; provided that in satisfying its obligation under this Section 6.8(a), the best available coverage; provided, however, that neither Parent nor the Surviving Corporation shall not be required obligated to pay an aggregate premium for the six years of D&O Insurance annual premiums in excess of $250,000225% of the annual premium payable by the Company for such policy (the “Current Premium”), which amount is set forth in Section 6.8(a) of the Company Disclosure Letter, and if such premiums for such insurance would at any time exceed 225% of the Current Premium, then the Surviving Corporation shall cause to be maintained policies of insurance that, in the Surviving Corporation’s judgment, provide the maximum coverage available at an annual premium equal to 225% of the Current Premium. The provisions of the immediately preceding sentence Company shall be deemed permitted to have been satisfied if purchase a prepaid policies have been obtained “tail” or runoff policy under the Company’s officers’ and directors’ liability insurance policy prior to the Effective Time for purposes Closing; provided that the cost of this Section 5.10.2such “tail” or runoff policy does not exceed 225% of the Current Premium, which policies policy may 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, provided that the amount paid for such prepaid policy does not exceed 225% of the Current Premium. The provisions of the first sentence of this Section 6.8(a) shall be deemed to have been satisfied if a prepaid “tail” or runoff policy has been obtained prior to the Effective Time. If such a prepaid policies have “tail” or runoff policy has been obtained prior to the Effective Time, Parent shall, and shall cause the Surviving Corporation to, shall maintain such policies in full force and effecteffect for their full term, and continue to honor the obligations thereunder. (b) From and after the Effective Time, the Surviving Corporation will, and Parent will cause the Surviving Corporation to, fulfill and honor in all respects the obligations of the Company and the Company Subsidiaries pursuant to: (i) each indemnification agreement in effect between the Company or any of the Company Subsidiaries and any person who is now, or has been at any time prior to the date hereof, or who becomes prior to the Effective Time, a director or officer of the Company or any of the Company Subsidiaries (the “Indemnified Parties”), and (ii) any indemnification provision and any exculpation provision set forth in the Company Articles or the Company Bylaws as in effect on the date of this Agreement. The From the Effective Time through the sixth anniversary of the Effective Time, the certificate of incorporation and the bylaws of the Surviving Corporation shall contain, and Parent shall cause the certificate of incorporation and the bylaws of the Surviving Corporation to so contain, provisions no less favorable with respect to indemnification, advancement of expenses and exculpation of present and former directors and officers of the Company and the Company Subsidiaries than are presently set forth in the Company Articles and the Company Bylaws and such provisions shall not be amended, repealed, or otherwise modified in any manner that could adversely affect the rights thereunder of any person benefited by such provisions. If, at any time prior to whom the sixth anniversary of the Effective Time, any Indemnified Party delivers to the Company, the Surviving Corporation or Parent, as applicable, a written notice asserting a claim for indemnification under any of the provisions set forth in clauses (i) or (ii) above, then the claim asserted in such notice shall survive the sixth anniversary of the Effective Time until such time as such claim is fully and finally resolved. (c) If Parent, 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 such case, to the extent necessary, proper provision shall be made so that the successors and assigns of Parent or the Surviving Corporation, as the case may be, shall assume the obligations set forth in this Section 5.10.2 applies shall be intended third party beneficiaries of this Section 5.10.2)6.8.

Indemnification of Directors and Officers. Section 5.10.1 Parent (a) From and after the Closing Date, Buyer shall cause the Companies to fulfill and honor in all respects the obligations of the Companies to their directors and officers pursuant to any indemnification provisions under the certificate of organization and bylaws of the applicable Company as in effect on the date of this Agreement and pursuant to any indemnity agreements between the applicable Company and any such persons as in effect on the date of this Agreement (the persons entitled to be indemnified pursuant to such provisions, and all other current and former directors and officers of the Companies, being referred to collectively as the “D&O Indemnified Parties”); notwithstanding the foregoing, Buyer and the Surviving Corporation agree that Companies shall not be obligated to indemnify any of the D&O Indemnified Parties for any fraudulent, willful and criminal misconduct. From and after the Closing Date through the sixth anniversary of the Closing Date, Buyer shall cause the Companies to maintain the provisions with respect to indemnification obligations and exculpation from liability as set forth in the Company Certificate certificate of organization and the Company Bylaws shall survive the Merger (and, prior to the Effective Time, Parent shall cause the Certificate of Incorporation and Bylaws bylaws of the Purchaser to reflect such provisions) and applicable Company as of the date of this Agreement, which provisions shall not be amended, repealed or otherwise modified for a during such period of six years after the Effective Time in any manner that would adversely affect the rights thereunder of any individual who on D&O Indemnified Party. (b) Buyer and the Companies jointly and severally agree to pay from time to time as warranted all expenses, including reasonable attorneys' fees, that may be incurred by the D&O Indemnified Parties in enforcing the indemnity and other obligations provided for in this Section 5.6. (c) For six (6) years after the Closing Date, Buyer shall maintain in effect the current level and scope of directors' and officers' liability insurance or prior to the Effective Time was a director, officer, trustee, fiduciary, employee or agent tail insurance policy of the Company same level or any Company Subsidiary or scope for the six (6) year period, in each case covering those persons who served at are covered by the request of the Company or any Company 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, unless such amendment or modification is required by Law. The individuals to which this Section 5.10.1 applies shall be intended third party beneficiaries of this Section 5.10.1. Section 5.10.2 For six years from the Effective Time, the Surviving Corporation shall provide to the Company’s directors Companies' directors' and officers (officers' liability insurance policy as of the date hereof 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 no less favorable 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 coverageClosing Date; provided, however, that the Surviving Corporation in no event shall not Buyer be required to pay expend in any one year an aggregate premium for the six years of D&O Insurance amount in excess of $250,000. The provisions 300% of the immediately preceding sentence annual premium currently paid by the applicable Company for such insurance, and provided, further, that if the annual premiums of such insurance coverage exceed such amount, Buyer shall be deemed obligated to have been satisfied if prepaid policies have been obtained prior obtain a policy with the greatest coverage available for a cost not exceeding such amount. (d) This Section 5.6 shall survive the Closing Date, is intended to benefit and may be enforced by the Effective Time for purposes of this Section 5.10.2Companies, which policies provide such directors Buyer and officers with coverage for an aggregate period of six 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, Parent shallD&O Indemnified Parties, and shall cause the Surviving Corporation to, maintain such policies in full force be binding on all successors and effect, assigns of Buyer and continue to honor the obligations thereunder. The directors and officers to whom this Section 5.10.2 applies shall be intended third party beneficiaries of this Section 5.10.2)any Company.

Indemnification of Directors and Officers. Section 5.10.1 Parent (a) For a period of six years from and after the Effective Time, the Surviving Corporation agree and Parent shall (with respect to Parent, only to the extent the Surviving Corporation is permitted to do so under applicable Law), jointly and severally, indemnify all Company Indemnified Parties to the same extent such individuals are indemnified as of the date of this Agreement by the Company pursuant to applicable Law, the Company Organizational Documents, the governing or organizational documents of any Company Subsidiary or indemnification agreements between such Company Indemnified Party and the Company or a Company Subsidiary (“Company Indemnification Agreements”), arising out of acts or omissions occurring at or prior to the Effective Time; provided that any such indemnification shall be subject to any limitation imposed from time to time under applicable Law; provided further, that if any valid claim for indemnification is made hereunder by a Company Indemnified Party prior to six years after the Effective Time, such indemnification obligations obligation will survive (solely with respect to such claim) until the final resolution of the matter giving rise to such claim. The Surviving Corporation and Parent shall, jointly and severally, advance to the Company Indemnified Parties expenses (including reasonable legal fees and expenses) incurred in the defense of any Actions with respect to the matters subject to indemnification pursuant to this Section 6.9(a) in accordance with the procedures set forth in the Company Certificate Organizational Documents, the governing or organizational documents of any Company Subsidiary or Company Indemnification Agreements, in each case in existence on the date of this Agreement; provided, however, that the director or officer to whom expenses are advanced undertakes to repay such advanced expenses to the Surviving Corporation if it is ultimately determined that such director or officer is not entitled to indemnification under applicable Law or pursuant to the applicable organizational document or Company Indemnification Agreement. Any determination required to be made with respect to whether a Company Indemnified Party’s conduct complies with the standards set forth under applicable Law and the Company Bylaws Organizational Documents, the governing or organizational documents of any Company Subsidiary or Company Indemnification Agreements, in each case in effect as of the date of this Agreement, shall survive be made by independent legal counsel selected by the Merger Surviving Corporation and reasonably acceptable to the Company Indemnified Party (andsuch acceptance not to be unreasonably conditioned, withheld or delayed). During this six year period, without the prior written consent of the Company Indemnified Party, all rights to indemnification and exculpation from liabilities for acts or omissions occurring prior to the Effective Time and rights to advancement of expenses relating thereto now existing in favor of any Company Indemnified Party as provided in the Company Organizational Documents, the organizational or governing documents of the Company Subsidiaries or any Company Indemnification Agreement, in each case, as in effect on the date of this Agreement, shall not be amended, restated, amended and restated, repealed or otherwise modified in any manner (whether by merger, consolidation, division, operation of law or otherwise) that would adversely affect any right thereunder of any such Company Indemnified Party. (b) For a period of six years from and after the Effective Time, Parent shall cause the Certificate to be maintained in effect policies of Incorporation directors’ and Bylaws officers’ liability and fiduciary liability insurance with terms, conditions, retentions and limits of the Purchaser to reflect such provisions) and shall not be amended, repealed or otherwise modified for a period of six years after the Effective Time in any manner liability that would adversely affect the rights thereunder of any individual who on or prior are at least as favorable to the Effective Time was a director, officer, trustee, fiduciary, employee or agent of Company Indemnified Parties as such policies maintained by the Company or any Company Subsidiary or who served at the request of the Company or any Company 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, unless such amendment or modification is required by Law. The individuals to which this Section 5.10.1 applies shall be intended third party beneficiaries of this Section 5.10.1. Section 5.10.2 For six years from the Effective Time, the Surviving Corporation shall provide to the Company’s directors and officers (as of the date hereof 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 no less favorable 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 required to pay an aggregate premium for the six years of D&O Insurance in excess of $250,000. 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 for purposes of this Section 5.10.2, which policies provide such directors and officers with coverage for an aggregate period of six years with respect to claims arising from facts or events that which occurred on at or before the Effective Time; provided, includinghowever, without limitationthat Parent shall not be obligated to expend an amount in excess of 300% of the current annual premium paid as of the date hereof by the Company for such insurance (the “Premium Cap”), and if such premiums for such insurance would at any time exceed the Premium Cap or such coverage is not otherwise available, then Parent shall cause to be maintained policies of insurance which, in respect Parent’s good faith determination, provide the maximum coverage available at an aggregate premium equal to the Premium Cap. In lieu of the transactions contemplated by this Agreement. If such prepaid policies have been obtained obligations set forth in the foregoing sentence, Parent or the Company may obtain at or prior to the Effective TimeTime a six-year “tail” policy under the Company’s existing directors’ and officers’ and fiduciary liability insurance policies providing equivalent coverage to that described in the preceding sentence if and to the extent that the same may be obtained for an amount that, Parent shallin the aggregate, does not exceed the Premium Cap. (c) The provisions of this Section 6.9 shall survive the Effective Time and are intended to be for the benefit of, and shall cause be enforceable by, each Company Indemnified Party and his or her heirs and representatives. If Parent or the Surviving Corporation toor any of their respective successors or assigns (i) consolidates with or merges into any other person and is not the continuing or surviving entity of such consolidation or merger, maintain or (ii) transfers all or substantially all of its assets to any other Person, then in each such policies in full force case, Parent will cause, to the extent necessary, proper provision to be made so that the successors and effectassigns of Parent or the Surviving Corporation, and continue to honor as applicable, will assume the obligations thereunder. The directors and officers to whom set forth in this Section 5.10.2 applies shall be intended third party beneficiaries of this Section 5.10.2)6.9.

Indemnification of Directors and Officers. Section 5.10.1 Parent and the (a) The Surviving Corporation agree that and its Subsidiaries as of the indemnification obligations set forth in the Company Certificate and the Company Bylaws Effective Time shall survive the Merger (and, prior to the Effective Time, Parent shall cause the Certificate Surviving Corporation and its Subsidiaries as of Incorporation and Bylaws of the Purchaser to reflect such provisions) and shall not be amended, repealed or otherwise modified for a period of six years after the Effective Time to) honor and fulfill in all respects the obligations of the Company and its Subsidiaries under (i) the indemnification agreements between the Company or any manner that would adversely affect of its Subsidiaries and any of their respective current or former directors, officers and employees, and any person who becomes a director, officer or employee of the rights thereunder Company or any of any individual who on or its Subsidiaries prior to the Effective Time was a director(the “Indemnified Persons”) and (ii) indemnification, officer, trustee, fiduciary, employee expense advancement and exculpation provisions in the certificate of incorporation and bylaws or agent comparable organizational documents of the Company or any Company Subsidiary or who served of its Subsidiaries in effect on the date of this Agreement. In addition, during the period commencing at the request Effective Time and ending on the sixth (6th) anniversary of the Effective Time, the Surviving Corporation and its Subsidiaries shall cause the Organizational Documents of the Surviving Corporation and its Subsidiaries to contain provisions with respect to indemnification, exculpation and the advancement of expenses that are no less favorable than the indemnification, exculpation and advancement of expenses provisions contained in the Organizational Documents of the Company and its Subsidiaries as of the date hereof, and during such six (6) year period, such provisions shall not be repealed, amended or otherwise modified in any Company Subsidiary manner adverse to the Indemnified Persons except 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, unless such amendment or modification is required by Law. The individuals to which this Section 5.10.1 applies shall be intended third party beneficiaries of this Section 5.10.1. Section 5.10.2 (b) For a period of six (6) years from after the Effective Time, the Surviving Corporation shall provide and cause its Subsidiaries to indemnify, defend and hold harmless the current or former directors or officers of the Company or any of its Subsidiaries and any Person who becomes a director or officer of the Company or any of its Subsidiaries prior to the Company’s Effective Time, in respect of acts or omissions by such Persons in their capacity as directors and or officers (as of the date hereof and Company or any of its Subsidiaries occurring at or prior to the Effective Time to the fullest extent permitted by Law. (c) Prior to the Effective Time, the Company shall or, if the Company is unable to, the Surviving Corporation shall as of the Effective TimeTime to, obtain and fully pay the premium for the non-cancellable extension of the directors’ and officers’ liability coverage of the Company’s existing directors’ and officers’ insurance policies and the Company’s existing fiduciary liability insurance policies (collectively, “D&O Insurance”), in each case for a claims reporting or discovery period of at least six (6) years from and after the Effective Time with respect to any claim related to any period of time at or prior to the Effective Time from an insurance carrier with the same or better credit rating as the Company’s current insurance carrier with respect to D&O Insurance with terms, conditions, retentions and indemnification policy limits of liability that provides are no less favorable in all respects than the coverage for events occurring 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 an Indemnified Person 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); provided, that in no event shall the amount paid for such tail policy exceed two hundred fifty percent (250%) of the amount per annum the Company paid in its last full fiscal year; provided, further that the Company shall give Parent a reasonable opportunity to participate in the selection of such tail policy and give reasonable and good faith consideration to any comments made by Parent with respect thereto and the Company shall not purchase such policy (and shall purchase the alternative policy identified by Parent) if Parent shall have identified an alternative policy satisfying the foregoing requirements at a lesser premium. If the Company or the Surviving Corporation for any reason fail to obtain such “tail” insurance policies as of the Effective Time, the Surviving Corporation shall continue to maintain in effect, for a period of at least six (6) years from and after the Effective Time, the D&O Insurance”Insurance in place as of the date hereof with the Company’s current insurance carrier or with an insurance carrier with the same or better credit rating as the Company’s current insurance carrier with respect to D&O Insurance with terms, conditions, retentions and limits of liability that are no less favorable in all respects than the coverage provided under the Company’s existing policies as of the date hereof, or the Surviving Corporation shall purchase from the Company’s current insurance carrier or from an insurance carrier with the same or better credit rating as the Company’s current insurance carrier with respect to D&O Insurance comparable D&O Insurance for such six (6) year period with terms, conditions, retentions and limits of liability that is are no less favorable than as provided in the Company’s existing policy (true and complete copies which have been previously provided to Parent) or, if substantially equivalent insurance coverage is unavailable, policies as of the best available coveragedate hereof; provided, howeverthat 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 two hundred fifty percent (250%) of the amount per annum the Company paid in its last full fiscal year; provided, further, that if the aggregate premiums of such insurance coverage exceed such amount, the Surviving Corporation shall not be required obligated to pay an aggregate premium for obtain a policy with the six years of D&O Insurance in excess of $250,000. 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 for purposes of this Section 5.10.2greatest coverage available, which policies provide such directors and officers with coverage for an aggregate period of six 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 matters occurring prior to the Effective Time, Parent shallfor a cost not exceeding such amount. (d) 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 such case, to the extent necessary, proper provision shall be made so that the successors and assigns of the Surviving Corporation shall assume the obligations set forth in this Section 5.8. (e) The rights of each Indemnified Person under this Section 5.8 shall be in addition to any rights such Person may have under the certificate of incorporation or bylaws of the Company or any of its Subsidiaries, under the DGCL or any other Law or under any agreement of any Indemnified Person with the Company or any of its Subsidiaries. These rights shall survive consummation of the Transactions, including the Merger, and are intended to benefit, and shall cause the Surviving Corporation tobe enforceable by, maintain such policies in full force and effect, and continue to honor the obligations thereundereach Indemnified Person. The directors and officers to whom obligations under this Section 5.10.2 applies 5.8 shall not be intended third party beneficiaries terminated or modified in such a manner that is adverse to any Indemnified Person (and their respective successors and assigns) without the consent of this Section 5.10.2such affected Indemnified Person (or their respective successors and assigns).

Indemnification of Directors and Officers. Section 5.10.1 Parent (a) CCBI agrees that all rights to indemnification, advancement of expenses and exculpation by Company or its Subsidiaries now existing in favor of each Person who is now, or has been at any time prior to the Surviving Corporation agree that date hereof or who becomes prior to the indemnification obligations set forth Closing Date, an officer or director of Company or any of its Subsidiaries, as provided in the charter or bylaws of Company Certificate and or its Subsidiaries, in each case as in effect on the Company Bylaws date hereof, or pursuant to any other agreements in effect on the date hereof, shall survive the Merger Closing Date and shall continue in full force and effect in accordance with their respective terms. (and, prior to the Effective Time, Parent b) Company and its Subsidiaries shall cause the Certificate of Incorporation and Bylaws obtain as of the Purchaser to reflect such provisions) Closing Date pre-paid directors’ and shall not be amended, repealed or otherwise modified for officers’ liability “tail” insurance policies with a claims period of six (6) years after from the Effective Time in any manner that would adversely affect the rights thereunder Closing Date and providing coverage for claims arising out of any individual who or relating to events which occurred on or prior to the Effective Time was a director, officer, trustee, fiduciary, employee or agent of the Company or any Company Subsidiary or who served at the request of the Company or any Company 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, unless such amendment or modification is required by Law. The individuals to which this Section 5.10.1 applies shall be intended third party beneficiaries of this Section 5.10.1. Section 5.10.2 For six years from the Effective Time, the Surviving Corporation shall provide to the Company’s directors and officers Closing Date (as of the date hereof 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 no less favorable 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 required to pay an aggregate premium for the six years of D&O Insurance including in excess of $250,000. 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 for purposes of this Section 5.10.2, which policies provide such directors and officers connection with coverage for an aggregate period of six 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), with at least the same coverage and limits, and containing terms and conditions that are not less advantageous to the directors and officers of Company or its Subsidiaries, as the directors’ and officers’ liability insurance policy in place immediately prior to the Closing Date and covering such directors and officers; provided that in no event shall Company or its Subsidiaries be required to expend an annual premium for such coverage in excess of 200% of the last annual premium paid by Company or its Subsidiaries for such insurance prior to the date of this Agreement (the “Maximum Premium”). The Maximum Premium is set forth on Section 5.8(b) of the Company Letter. Company will use its commercially reasonable best efforts (and consult with CCBI in such process) to obtain such policies for premium amounts as contemplated by this Section 5.8(a). If such prepaid insurance coverage cannot be obtained at an annual premium equal to or less than the Maximum Premium, Company and its Subsidiaries shall obtain, and CCBI shall cause them to obtain, that amount of pre-paid directors’ and officers’ liability “tail” insurance policies have been obtained prior obtainable for an annual premium equal to the Effective TimeMaximum Premium. (c) The obligations of CCBI, Parent shallCompany, and its Subsidiaries under this Section 5.9 shall cause not be terminated or modified in any manner as to adversely affect any director or officer to whom this Section 5.8 applies without the Surviving Corporation to, maintain consent of such policies in full force and effect, and continue to honor affected director or officer (it being expressly agreed that the obligations thereunder. The directors and officers to whom this Section 5.10.2 5.8 applies shall be intended third third-party beneficiaries of this Section 5.10.25.8, each of whom may enforce the provisions of this Section 5.8). (d) In the event CCBI, Company, Company’s Subsidiaries 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 CCBI, Company, or its Subsidiaries, as the case may be, shall assume all of the obligations set forth in this Section 5.8. (e) Further, CCBI hereby acknowledges and assumes the obligations of the Company and its Subsidiaries with respect to indemnification of the former employees, officers and directors of St. Xxxxx Federal Savings and Loan Association (“St. Xxxxx”) as set for at Section 5.05(b) of the Agreement and Plan of Conversion Merger dated November 14, 2014 by and among the Company, Xxxxx Federal Bank and St. Xxxxx.

Indemnification of Directors and Officers. Section 5.10.1 (a) For six (6) years from and after the Effective Time, (i) Parent and shall cause the Surviving Corporation agree Company to indemnify and hold harmless all past and present employees, agents, officers and directors of the Company and of its Subsidiaries to the same extent such Persons are currently indemnified by the Company and its Subsidiaries pursuant to the Company’s and its Subsidiaries’ Organizational Documents as in effect on the date hereof for acts or omissions occurring at or prior to the Effective Time, and for such period of time Parent shall not, and shall not permit the Surviving Company or its Subsidiaries to, amend, repeal or modify any provision in the Surviving Company’s or any of its Subsidiaries’ Organizational Documents relating to the exculpation or indemnification of present and former officers and directors as in effect in the Company’s or any of its Subsidiaries’ Organizational Documents immediately prior to the Effective Time, except as required by applicable Law and (ii) Parent shall cause the Surviving Company to honor any indemnification agreements in effect between the Company or any of its Subsidiaries and any past or present employees, agents, officers or directors of the Company or its Subsidiaries as in effect as of the date hereof. If the Surviving Company or any of its successors or assigns shall: (x) 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 (y) transfer all or substantially all of its properties and assets to any individual, corporation or other entity, then and in each such case, to the extent necessary, proper provisions shall be made so that the indemnification successors and assigns of the Surviving Company shall assume all of the obligations set forth in this Section 5.11. (b) Parent shall cause the Surviving Company and its Subsidiaries to maintain in effect for six (6) years from the Closing Date directors’ and officers’ liability insurance covering those Persons who are currently covered by the Company’s and its Subsidiaries’ directors’ and officers’ liability insurance for events occurring at or prior to the Effective Time (“D&O Insurance”) on terms not less favorable than such existing insurance coverage; provided that the Surviving Company and its Subsidiaries shall not be required, and Parent shall not be required to cause the Surviving Company and its Subsidiaries, to pay for the D&O Insurance in an annual amount in excess of two hundred fifty percent (250%) of the annual premium currently paid as of the date hereof by the Company Certificate and its Subsidiaries for such insurance; provided, further, that if the annual premiums of such insurance coverage exceed such amount, Parent or the Surviving Company shall be obligated to obtain a policy with the greatest coverage available for a cost not exceeding such maximum amount. Notwithstanding anything to the contrary in this Agreement, the Company Bylaws shall survive the Merger (andand its Subsidiaries will, with Parent’s prior written consent, and at Parent’s request shall, prior to the Effective Time, Parent purchase six (6) years run-off directors’ and officers’ liability insurance that is dedicated to the Company and its Subsidiaries and not shared with any other entity that is unrelated to the Company and its Subsidiaries (“Runoff D&O Insurance”); provided that the total payment for such insurance coverage provided by such Runoff D&O Insurance shall cause the Certificate of Incorporation and Bylaws not exceed two hundred fifty percent (250%) of the Purchaser to reflect such provisions) and 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 any individual who on or prior to the Effective Time was a director, officer, trustee, fiduciary, employee or agent of the Company or any Company Subsidiary or who served at the request of the Company or any Company 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, unless such amendment or modification is required by Law. The individuals to which this Section 5.10.1 applies shall be intended third party beneficiaries of this Section 5.10.1. Section 5.10.2 For six years from the Effective Time, the Surviving Corporation shall provide to the Company’s directors and officers (annual premium currently paid as of the date hereof by the Company and as its Subsidiaries for such insurance without Parent’s prior written consent. If the cost of the Effective Time) Runoff D&O Insurance would require an insurance expenditure that exceeds such amount and indemnification policy that provides coverage for events occurring prior to the Effective Time (the “D&O Insurance”) that is no less favorable than the Company’s existing policy (true and complete copies which have been previously provided to Parent) or, if substantially equivalent insurance coverage is unavailableParent does not so consent, the best available coverage; provided, however, that the Surviving Corporation shall not be required to pay an aggregate premium for the six years of D&O Insurance in excess of $250,000. 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 for purposes of this Section 5.10.2, which policies provide such directors and officers with coverage for an aggregate period of six 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, Parent Company shall, and Parent shall cause the Surviving Corporation Company to, maintain obtain policies with the greatest coverage available for a cost not exceeding such maximum amount. Any such Runoff D&O Insurance policies will satisfy Parent’s obligation under this Section 5.11(b) to provide D&O Insurance; provided that in full force the event that any claim is brought under such D&O Insurance, the policy shall be maintained until final disposition thereof. (c) Nothing in this Agreement is intended to, shall be construed to or shall release, waive or impair any rights to directors’ and effectofficers’ insurance claims under any policy that is or has been in existence with respect to the Company or any of its Subsidiaries for any of their respective directors, officers or other employees, it being understood and agreed that the indemnification provided for in this Section 5.11 is not prior to or in substitution for any such claims under such policies. (d) This covenant is intended to be for the benefit of, and continue to honor shall be enforceable by, each of the obligations thereunderpast and present officers and directors of the Company and of its Subsidiaries and their respective heirs and legal representatives. The directors rights to indemnification and officers advancement and the other rights provided for herein shall not be deemed exclusive of any other rights to whom this Section 5.10.2 applies shall be intended third party beneficiaries of this Section 5.10.2)which such a Person is entitled, whether pursuant to applicable Law, contract or otherwise.

Indemnification of Directors and Officers. Section 5.10.1 Parent From and the Surviving Corporation agree that the indemnification obligations set forth in the Company Certificate and the Company Bylaws shall survive the Merger (and, prior to after the Effective Time, Parent shall cause the Certificate of Incorporation Surviving Corporation to fulfill and Bylaws honor in all respects the obligations, to the extent legally permissible, of the Purchaser Company to reflect such provisionsits directors and officers pursuant to the indemnification provisions under the Company's articles of incorporation or by-laws as in effect on the date hereof. Parent shall use commercially reasonable efforts to cause the Surviving Corporation to maintain in effect for six (6) and shall not be amended, repealed or otherwise modified for a period of six years after from the Effective Time the current policies of directors' and officers' liability insurance (the "D&O Policy") maintained by the Company (provided that Surviving Corporation may substitute in place thereof policies reasonably satisfactory to it of at least the same coverage containing terms and conditions which are not materially less advantageous to the individuals covered by the D&O Policy); provided, that in no event shall the Surviving Corporation be required to pay premiums for such insurance in excess of one hundred seventy-five percent (175%) of premiums currently paid by the Company (the "Maximum Amount") and if current insurance coverage cannot be maintained or obtained for the Maximum Amount, the Surviving Corporation shall obtain as much directors' and officers' liability insurance as can be obtained by paying an annual premium not in excess of the Maximum Amount. Nothing in this Section 6.8 shall obligate Parent or the Surviving Corporation to make any manner that would adversely affect payments, other than for premiums not to exceed the rights thereunder Maximum Amount, in respect of the D&O Policy. If at any individual time the Surviving Corporation or Parent is required to make indemnification payments to persons who on were directors, officers or employees of the Company at or prior to the Effective Time was pursuant to this Section 6.8, then Parent shall have the right to make a claim for indemnification therefor pursuant to Section 9.2 hereof, provided the indemnifiable claim against the former Company director, officer, trustee, fiduciary, officer or employee or agent is of the Company or any Company Subsidiary or who served at the request of the Company or any Company 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, unless such amendment or modification is required by Law. The individuals to which this Section 5.10.1 applies shall be intended third party beneficiaries of this Section 5.10.1. Section 5.10.2 For six years from the Effective Time, the Surviving Corporation shall provide to the Company’s directors and officers (as of the date hereof 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”) type that is no less favorable than the Company’s existing policy (true and complete copies which have been previously provided subject to Parent) or, if substantially equivalent insurance indemnification coverage is unavailable, the best available coverage; provided, however, that the Surviving Corporation shall not be required pursuant to pay an aggregate premium for the six years of D&O Insurance in excess of $250,000. 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 for purposes of this Section 5.10.2, which policies provide such directors and officers with coverage for an aggregate period of six 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, Parent shall, and shall cause the Surviving Corporation to, maintain such policies in full force and effect, and continue to honor the obligations thereunder. The directors and officers to whom this Section 5.10.2 applies shall be intended third party beneficiaries of this Section 5.10.2)9.2.

Indemnification of Directors and Officers. Section 5.10.1 Parent From and the Surviving Corporation agree that the indemnification obligations set forth in the Company Certificate and the Company Bylaws shall survive the Merger (and, prior to after the Effective Time, Parent shall cause the Certificate of Incorporation indemnify and Bylaws hold harmless all officers and directors of the Purchaser Company to reflect the same extent and in the same manner such provisionsPersons are indemnified as of the date of this Agreement by the Company pursuant to the IBCL, the Company Charter, Company Bylaws for acts or omissions occurring following the Effective Time. The Company may elect to obtain, pay for and have in effect at the Closing a directors’ and officers’ liability insurance policy covering the present and former directors and officers of Company (the “Company Indemnified Parties”) for the period beginning on the Closing and ending upon the final disposition of any Indemnified Liabilities asserted or made prior to the sixth anniversary of the Closing (the “Tail Policy”). The Tail Policy, if any, shall have coverage limits as determined by the Company and shall not be amendedindemnify, repealed defend and hold harmless the Company Indemnified Parties against all losses, costs, damages, liabilities and expenses arising from claims, demands, actions, causes of action, including reasonable attorneys’ fees and expenses, that are paid in connection with any threatened or otherwise modified for actual claim, action, suit, proceeding or investigation based in whole or in part on or arising in whole or in part out of or pertaining to the fact that such person was a period director or officer of six years after the Effective Time in Company whether pertaining to any manner that would adversely affect the rights thereunder of any individual who on matter existing at or prior to the Effective Time was a directorClosing and whether asserted or claimed prior to, officerat or after the Closing (“Indemnified Liabilities”), trusteeincluding all Indemnified Liabilities based in whole or in part on, fiduciaryor arising in whole or in part out of, employee or agent of the Company or any Company Subsidiary or who served at the request of the Company or any Company Subsidiary as a directorpertaining to this Agreement, officer, trustee, partner, fiduciary, employee or agent of another corporation, partnership, joint venture, trust, pension or other employee benefit plan or enterprise, unless such amendment or modification is required by Law. The individuals to which this Section 5.10.1 applies shall be intended third party beneficiaries of this Section 5.10.1. Section 5.10.2 For six years from the Effective Time, the Surviving Corporation shall provide in each case to the fullest extent permitted under Company’s directors and officers (as of the date hereof and as of the Effective Time) an insurance and indemnification policy that provides coverage for events occurring charter documents in effect immediately prior to the Effective Time (Closing and under Indiana Law as the “D&O Insurance”) that is no less favorable than same exists or may hereafter be amended to indemnify its own directors or officers, as 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 required to pay an aggregate premium for the six years of D&O Insurance in excess of $250,000. 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 for purposes of this Section 5.10.2, which policies provide such directors and officers with coverage for an aggregate period of six 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, Parent shall, and shall cause the Surviving Corporation to, maintain such policies in full force and effect, and continue to honor the obligations thereunder. The directors and officers to whom this Section 5.10.2 applies shall be intended third party beneficiaries of this Section 5.10.2)case may be.

Indemnification of Directors and Officers. Section 5.10.1 Parent and (a) If the Surviving Corporation agree that the indemnification obligations set forth in the Company Certificate and the Company Bylaws shall survive the Merger (andClosing occurs, prior to the Effective Time, Parent shall cause the Certificate of Incorporation and Bylaws of the Purchaser to reflect such provisions) and shall not be amended, repealed or otherwise modified for a period of six years after the Effective Time Closing, Buyer shall and shall cause the Purchased Entities and their Subsidiaries to take any necessary actions to provide that all rights to indemnification or expense advancement and all limitations on Liability relating to the Business existing in any manner that would adversely affect favor of the Business Indemnitees as provided in the D&O Indemnity Arrangements shall survive the consummation of the transactions contemplated hereby and continue in full force and effect and be honored by the Purchased Entities and their Subsidiaries after the Closing (or be replaced with such rights thereunder of any individual and limitations as are no less favorable thereto). As used herein, (x) the “Business Indemnitees” means individuals who on at or prior to the Effective Time was a directorClosing were current or former officers, officerdirectors, trustee, fiduciary, employee individual managers or agent employees of the Company Purchased Entities and their Subsidiaries (or any Company Subsidiary or who served at the request predecessors of the Company Purchased Entities and their Subsidiaries) relating to service in such capacities prior to the Closing and (y) the “D&O Indemnity Arrangements” means (i) the Organizational Documents of the Purchased Entities and their Subsidiaries in effect on the Agreement Date, (ii) any agreement providing for indemnification by the Purchased Entities and their Subsidiaries of any of the Business Indemnitees in effect on the Agreement Date (or any Company 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, unless such amendment or modification is required in effect thereafter on the same standard form used by Law. The individuals Seller and its Subsidiaries in the jurisdiction in question) to which this Section 5.10.1 applies shall be intended third party beneficiaries of this Section 5.10.1. Section 5.10.2 For six years from the Effective TimeSeller, the Surviving Corporation shall provide to the Company’s directors and officers Purchased Entities and/or their Subsidiaries are a party or (iii) if a Purchased Entity is not formed as of the date hereof and as of the Effective Time) an insurance and indemnification policy that provides coverage for events occurring Agreement Date but formed prior to the Effective Time (the “D&O Insurance”) that is no less favorable than the Company’s existing policy (true and complete copies which have been previously provided to Parent) or, if substantially equivalent insurance coverage is unavailableClosing Date in accordance with this Agreement, the best available coverage; provided, however, that formation documents of such Purchased Entity containing customary indemnification and expense advancement provisions substantially similar to (and not more favorable than) the Surviving Corporation shall not be required to pay an aggregate premium for provisions in the six years of D&O Insurance documents referred in excess of $250,000. 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 for purposes of this Section 5.10.2, which policies provide such directors and officers with coverage for an aggregate period of six 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, Parent shall, and shall cause the Surviving Corporation to, maintain such policies in full force and effect, and continue to honor the obligations thereunder. The directors and officers to whom this Section 5.10.2 applies shall be intended third party beneficiaries of this Section 5.10.2clause (i).

Indemnification of Directors and Officers. Section 5.10.1 Parent and the Surviving Corporation agree that the indemnification obligations set forth in the Company Certificate and the Company Bylaws shall survive the Merger (and, prior to a) For a period of six (6) years following the Effective Time, Parent shall cause the Certificate of Incorporation and Bylaws existing provisions of the Purchaser to reflect such provisions) Charter Documents of the Company and its Subsidiaries concerning the elimination of liability and indemnification of directors and/or other persons shall not be amended, repealed or otherwise modified for a period of six years after the Effective Time amended in any manner that would adversely affect the rights thereunder of any individual who on person that is as of the date hereof or prior to the Effective Time was a director, officer, trustee, fiduciary, employee covered as an indemnitee under any such elimination of liability or agent of the Company or any Company Subsidiary or who served at the request of the Company or any Company 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 enterpriseindemnification provisions, unless such amendment or modification is shall be required by Lawapplicable Legal Requirements and then only to the minimum extent required by such Legal Requirements. The individuals In addition to which this Section 5.10.1 applies shall be intended third party beneficiaries of this Section 5.10.1. Section 5.10.2 For six years the foregoing, from and after the Effective TimeTime for a period of six (6) years, the Surviving Corporation shall, and Acquiror shall provide cause the Surviving Corporation to, indemnify and hold harmless, or cause to be indemnified and held harmless, to the Company’s directors and officers (as maximum extent permitted by applicable law, each person who is, or at the Closing Date will be, a current or former director or officer of the date hereof and as of the Effective Time) an insurance and indemnification policy that provides coverage for events occurring prior to the Effective Time Company (the “D&O InsuranceIndemnitees”) against all liabilities, obligations, fines, penalties, losses, settlements, damages, claims, interest, awards, judgments, reasonable costs and reasonable expenses (including reasonable attorney fees) suffered or incurred by any D&O Indemnities arising out of or pertaining to acts or omissions (or alleged acts or omissions) of the D&O Indemnitees, or any of them, in their capacities as such. To the maximum extent permitted by applicable law, the indemnification and related rights hereunder shall be mandatory rather than permissible, and the Surviving Corporation shall, and Acquiror shall cause the Surviving Corporation to, promptly advance expenses in connection with such indemnification to the extent permitted by applicable law; provided, however, that, as provided in the existing provisions of the constituent documents of the Company and its subsidiaries, any D&O Indemnitees to whom expenses are advanced provides an undertaking to repay such advances if it is ultimately determined that such person is not entitled to indemnification. (b) For a period of six (6) years from and after the Closing Date, the Surviving Corporation shall, and Acquiror shall cause the Surviving Corporation to and the Surviving Corporation shall cause its subsidiaries to, procure and maintain in effect with respect to all periods prior to the Closing Date, directors’ and officers’ liability insurance covering those present and former officers and directors of the Company and those present and former officers, directors and managers of the subsidiaries who are currently covered by directors’ and officers’ liability insurance policies on terms no 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 terms of such current insurance coverage is unavailable, the best available coverage; provided, however, that if any claim is asserted or made within such six (6) year period, such insurance shall be continued in respect of such claim until the final disposition thereof; provided, further, that, if such “tail” or other policies are not available at an annual cost not greater than 150% (one hundred fifty percent) of the last annual premium paid prior to the date hereof under such policy (the “Insurance Cap”), then the Surviving Corporation shall cause to be obtained as much comparable insurance as can reasonably be obtained in its good faith judgment at a cost up to but not be required to pay an aggregate premium for exceeding the six years of D&O Insurance in excess of $250,000. Cap. (c) The provisions of this Section 8.19 are (i) intended to be for the immediately preceding sentence benefit of, and shall be deemed enforceable by, each person released or entitled to have been satisfied if prepaid policies have been obtained prior to the Effective Time for purposes indemnification, or other benefit hereunder, and each such person’s heirs, representatives, successors or assigns, it being expressly agreed that such persons shall be third party beneficiaries of this Section 5.10.2, which policies provide such directors and officers with coverage for an aggregate period of six 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, Parent shall8.19, and (ii) in addition to, and not in substitution for, any other right to indemnification or contribution that any such person may have by contract or otherwise. The Surviving Corporation shall not, and Acquiror shall cause the Surviving Corporation not to, amend the provisions of this Section 8.19 in a manner that would adversely affect any such third party beneficiary without the prior written consent of such third party beneficiary. (d) The Surviving Corporation shall (and Acquiror shall cause the Surviving Corporation to), maintain from time to time following the Closing, execute and deliver such policies in full force other documents and effect, instruments and continue take such other actions as may be reasonably requested by the Stockholders’ Agent or any D&O Indemnitee to honor implement the obligations thereunder. The directors and officers to whom this Section 5.10.2 applies shall be intended third party beneficiaries provisions of this Section 5.10.2)8.19. (e) Nothing in this Section 8.19 shall prohibit Acquiror from causing the merger, consolidation, or reorganization of the Company and/or its Subsidiaries.

Indemnification of Directors and Officers. Section 5.10.1 Parent and The Delaware General Corporation Law provides that corporations may include a provision in their certificate of incorporation relieving directors of monetary liability for breach of their fiduciary duty as directors, provided that such provision shall not eliminate or limit the Surviving Corporation agree that liability of a director (i) for any breach of the indemnification obligations set forth in the Company Certificate and the Company Bylaws shall survive the Merger (and, prior director’s duty of loyalty to the Effective Timecorporation or its stockholders, Parent shall cause (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) for unlawful payment of a dividend or unlawful stock purchase or redemption, or (iv) for any transaction from which the Certificate director derived an improper personal benefit. Our amended and restated certificate of Incorporation and Bylaws incorporation provides that directors are not liable to us or our stockholders for monetary damages for breach of the Purchaser to reflect such provisions) and 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 any individual who on or prior their fiduciary duty as directors to the Effective Time was a director, officer, trustee, fiduciary, employee or agent of the Company or any Company Subsidiary or who served at the request of the Company or any Company 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, unless such amendment or modification is required fullest extent permitted by LawDelaware law. The individuals to which this Section 5.10.1 applies shall be intended third party beneficiaries of this Section 5.10.1. Section 5.10.2 For six years from the Effective Time, the Surviving Corporation shall provide In addition to the Company’s foregoing, our amended and restated certificate of incorporation provides that we may indemnify directors and officers (to the fullest extent permitted by law and we have entered into indemnification agreements with each of our directors and executive officers. The above provisions in our amended and restated certificate of incorporation may have the effect of reducing the likelihood of derivative litigation against directors and may discourage or deter stockholders or management from bringing a lawsuit against directors for breach of their fiduciary duty, even though such an action, if successful, might otherwise have benefited us and our stockholders. However, we believe that the foregoing provisions are necessary to attract and retain qualified persons as directors. Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to our directors, officers and controlling persons pursuant to the foregoing provisions, or otherwise, we have been advised that in the opinion of the SEC, such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. We may issue securities from time to time in one or more offerings of up to $100,000,000 in aggregate offering price. This prospectus describes the general terms of these securities and the general manner in which these securities will be offered. We will provide the specific terms of these securities in supplements to this prospectus. The prospectus supplements will also describe the specific manner in which these securities will be offered and may also supplement, update or amend information contained in this document. You should read this prospectus and any applicable prospectus supplement before you invest. We may offer these securities in amounts, at prices and on terms determined at the time of offering. The securities may be sold directly to you, through agents, or through underwriters and dealers. If agents, underwriters or dealers are used to sell the securities, we will name them and describe their compensation in a prospectus supplement. Our common stock is listed on The NASDAQ Capital Market under the symbol “AQMS”. On November 18, 2019, the last reported sale price of our common stock on The NASDAQ Capital Market was $1.53 per share. The date of this prospectus is December 2, 2019 TABLE OF CONTENTS ABOUT THIS PROSPECTUS 1 ABOUT AQUA METALS, INC. 1 RISK FACTORS 3 NOTE REGARDING FORWARD-LOOKING STATEMENTS 3 THE SECURITIES WE MAY OFFER 4 COMMON STOCK 4 DESCRIPTION OF DEBT SECURITIES 4 DESCRIPTION OF WARRANTS 13 DESCRIPTION OF SUBSCRIPTION RIGHTS 13 DESCRIPTION OF UNITS 13 PLAN OF DISTRIBUTION 14 LEGAL MATTERS 16 EXPERTS 16 WHERE YOU CAN FIND MORE INFORMATION 16 INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE 16 INDEMNIFICATION OF DIRECTORS AND OFFICERS 17 i This prospectus is part of a registration statement that we filed with the Securities and Exchange Commission, which we refer to as the “SEC,” utilizing a “shelf” registration process. Under this shelf registration process, we may from time to time sell any combination of the securities described in this prospectus in one or more offerings for an aggregate initial offering price of up to $100,000,000. This prospectus provides you with a general description of the securities we may offer. From time to time, we may provide one or more prospectus supplements that will contain specific information about the terms of the offering. The prospectus supplement may also add, update or change information contained in this prospectus. You should read both this prospectus and any accompanying prospectus supplement together with the additional information described under the heading “Where You Can Find More Information” beginning on page 16 of this prospectus. We have not authorized anyone to provide you with information different from that contained in or incorporated by reference in this prospectus, any accompanying prospectus supplement or in any related free writing prospectus filed by us with the SEC. We do not take any responsibility for, and cannot provide any assurance as to the reliability of, any information other than the information contained or incorporated by reference in this prospectus, any accompanying prospectus supplement or in any related free writing prospectus filed by us with the SEC. Neither this prospectus nor any accompanying prospectus supplement constitutes an offer to sell or the solicitation of an offer to buy any securities other than the securities described in the accompanying prospectus supplement or an offer to sell or the solicitation of an offer to buy such securities in any circumstances in which such offer or solicitation is unlawful. You should assume that the information appearing in this prospectus, any prospectus supplement, the documents incorporated by reference and any related free writing prospectus is accurate only as of their respective dates. Our business, financial condition, results of operations and prospects may have changed materially since those dates. Unless the date hereof context otherwise indicates, references in this prospectus to “we,” “our” and as “us” refer, collectively, to Aqua Metals, Inc., a Delaware corporation, and its subsidiaries. We are engaged in the business of the Effective Time) an insurance recycling lead through a novel, proprietary process that we developed and indemnification policy that provides coverage for events occurring prior to the Effective Time (the named “D&O InsuranceAquaRefining”) that . Lead is no less favorable 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 required to pay an aggregate premium for the six years of D&O Insurance a globally traded commodity with a worldwide market value in excess of $250,00020 billion. The provisions Lead acid batteries, or LABs, are the primary consumer use of all lead produced in the immediately preceding sentence shall world. Because the chemical and metallurgical properties of lead allow it to be deemed to have been satisfied if prepaid policies have been obtained prior to recycled and reused indefinitely, LABs are also the Effective Time dominant feed source for lead production across the world. As such, LABs are almost 100% recycled for purposes of this Section 5.10.2capturing the lead contained therein for re-use. Our proprietary AquaRefining process provides for the recycling of LABs and the production of a high purity lead with fewer environmental and regulatory issues than is possible with conventional methods of lead production. In recent years, which policies provide such directors recycled lead has become increasingly important to LAB production. Recycled lead surpassed mined lead in the 1990s and officers with coverage for an aggregate period of six years with respect to claims arising from facts or events that occurred on or before the Effective Time, including, without limitation, in respect now represents more than 60% of the transactions contemplated lead content in new LABs. Whether it is produced from lead ore or recycled LABs, lead has historically been produced by smelting. Smelting is a high- temperature, metallurgical/chemical reduction, energy intensive and often a highly polluting process. As a consequence of certain environmental and health issues, lead smelting has become increasingly regulated in many countries. In the U.S., regulatory non-compliance has forced the closure of large lead smelters in Vernon, California, Frisco, Texas and Herculaneum, Missouri over the last several years. In response to increasing environmental regulation over the past three decades, there has been an expansion of LAB smelting capacity in Mexico and other less regulated countries. The resulting transportation of used LABs from where they originate in the U.S. to smelters in Mexico, South Korea, the Philippines and elsewhere is an increasingly significant logistical and global environmental cost. LAB’s require two forms of lead. High purity lead is required for the active material and lead alloy is required for the lead grids which support the active material. Conventionally, lead for use as the active material was produced from lead ore which is known as “primary lead”. The Herculaneum smelter was the last US-based producer of primary lead. This closure is part of a worldwide trend in which production of primary lead is failing to keep up with demand as primary lead ore bodies become worked out and lead ore (galena or lead sulfide) is supplemented with lower purity lead concentrates produced as a byproduct of other metal production (typically zinc and copper). Conventional lead recycling produces a grade of lead of moderate purity, known as “secondary lead”. Secondary lead can be further processed to reach a level of purity suitable for use as the active material in a LAB or alloyed before it can be used as grid material in a LAB. The additional processing requires additional cost and brings further inefficiency, loss of material and the potential for further environmental impact. As applications for LABs develop and have expanded beyond their use simply as engine starter batteries, factors such as energy storage capacity, depth of discharge and cycle life become increasingly important. The more advanced LABs typically require higher purity lead. In turn, this Agreementhas started to drive increasing worldwide demand for lead previously supplied as primary lead, produced from galena. If such prepaid policies have been obtained prior AquaRefining uses a novel, proprietary and patented process which first produces a water-based and bio-degradable lead rich electrolyte, from which lead is electro-plated. The combination of the electrolyte production and the electro-plating processes produces lead of a purity which is equivalent to primary lead (i.e., higher than 99.99% purity). As such, we believe that AquaRefining reduces environmental plant emissions, health concerns and permitting needs compared with lead smelting. We believe that the Effective Timecombined advantages offered by AquaRefining represent a potential step change in lead recycling technology and recovered product quality, Parent shallone that can deliver advantages in footprint and logistics while reducing the environmental impact of lead recycling. In addition, the 99.99% purity lead created from the AquaRefining process can meet the growing need for ultrapure lead created by the growth of the advanced battery industry. The modular nature of AquaRefining makes it possible both to start LAB recycling at a smaller scale than is possible with a typical smelter setup, as well as to add AquaRefining to existing battery recycling operations to expand production capacity or to reduce smelting processes. Our plan is to continue pursuing two complementary business streams. The first is to license AquaRefining technology and supply AquaRefining equipment to third parties to supplement or replace smelting in their battery recycling operations. We are pursuing this at least initially through our relationship with Clarios, a newly formed battery and energy solutions company that is the successor to Xxxxxxx Controls Battery Group Inc., with which we are in discussions centered on the addition of AquaRefining to one of its existing battery recycling operations. We also intend to pursue similar arrangements with other companies operating recycling operations. The second component of our business plan is to expand our own lead recycling operations at the Tahoe Regional Industrial Center, McCarran, Nevada, or TRIC. Our principal executive offices are located at 0000 Xxxx Xxxxx, XxXxxxxx, Xxxxxx 00000, and shall cause the Surviving Corporation to, maintain such policies in full force and effect, and continue to honor the obligations thereunder. The directors and officers to whom this Section 5.10.2 applies shall be intended third party beneficiaries of this Section 5.10.2)our telephone number is (000) 000-0000.

Indemnification of Directors and Officers. Section 5.10.1 Parent (a) For six (6) years from and the Surviving Corporation agree that the indemnification obligations set forth in the Company Certificate and the Company Bylaws shall survive the Merger (and, prior to after the Effective Time, the Surviving Corporation and Parent shall cause the Certificate of Incorporation indemnify and Bylaws hold harmless all past and present directors and officers of the Purchaser Company or each Company Subsidiary (collectively, the “Covered Persons”) to reflect the same extent such provisions) Persons are indemnified as of the date of this Agreement by the Company pursuant to applicable Law, the Company Charter, the Company Bylaws, the certificate of incorporation and shall not be amendedbylaws, repealed or otherwise modified for a period of six years after the Effective Time in any manner that would adversely affect the rights thereunder equivalent organizational or governing documents, of any individual who Company Subsidiary and indemnification agreements, if any, in existence on the date of this Agreement and set forth in Section 3.13 of the Company Disclosure Letter (collectively, the “Existing Indemnification Agreements”) arising out of acts or prior to the Effective Time was a director, officer, trustee, fiduciary, employee omissions in their capacity as directors or agent officers of the Company or any Company Subsidiary occurring at or who served at prior to the request Effective Time (including in connection with the adoption and approval of this Agreement and the consummation of the transactions contemplated hereby). The Surviving Corporation and Parent shall advance expenses (including reasonable legal fees and expenses) incurred in the defense of 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 bylaws, or equivalent organizational documents, of any Company Subsidiary as Subsidiary, and any Existing Indemnification Agreements; provided, that the Person to whom expenses are advanced provides an undertaking to repay such advances if it is ultimately determined in a directorfinal, officer, trustee, partner, fiduciary, employee or agent non-appealable judgment by a court of another corporation, partnership, joint venture, trust, pension or competent jurisdiction that such Person is not entitled to indemnification and complies with other employee benefit plan or enterprise, unless such amendment or modification is required by applicable provisions imposed under applicable Law. The individuals Notwithstanding anything herein to which this Section 5.10.1 applies shall be intended third party beneficiaries 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 this Section 5.10.1. Section 5.10.2 For six years from the Effective Time, the provisions of this Section 5.8 shall continue in effect until the final disposition of such Proceeding or investigation. Notwithstanding anything contained in this Section 5.8 or otherwise, neither Parent nor the Surviving Corporation shall provide have any obligation hereunder to any Covered Person if it is ultimately decided in a final, non-appealable judgment by a court of competent jurisdiction that such indemnification is prohibited by applicable Law, in which case the Covered Person shall promptly refund to Parent or the Surviving Corporation the amount of all such expenses theretofore advanced pursuant hereto. (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 Company’s 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 hereof 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 no substantially equivalent to and in any event not less favorable in the aggregate than the Company’s existing policy policies of the Company and the Company Subsidiaries (true and complete copies which have been previously provided made available to Parent) or, if substantially equivalent insurance coverage is unavailable, the best available coverage; provided, however, that the Surviving Corporation shall not be required to pay an aggregate annual premium for the six years of D&O Insurance in excess of $250,000. The provisions 300% of the immediately preceding sentence last annual premium paid prior to the date of this Agreement, but in such case shall be deemed to have been satisfied if prepaid policies have been obtained purchase as much coverage as is available for such amount (the maximum amount of the aggregate annual premium over such six (6) year term, the “Maximum Premium”). In lieu of the foregoing, at or prior to the Effective Time for purposes of this Section 5.10.2Time, the Company may obtain, at its election, prepaid policies, which policies 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, without limitation, including in respect connection with the adoption and approval of this Agreement and the transactions contemplated by this Agreement; provided, that the Company shall not spend in excess of the Maximum Premium to obtain such prepaid policies. If such prepaid policies have been obtained prior to the Effective Time, Parent 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. The directors . (d) In the event that Parent or the Surviving Corporation (i) consolidates with or merges into any other Person and officers 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 whom 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 5.10.2 applies 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 intended third party Third Party beneficiaries of this Section 5.10.2)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. Section 5.10.1 Parent and the Surviving Corporation agree that the indemnification obligations set forth in the Company Certificate and the Company Bylaws shall survive the Merger (and, prior to a) For a period of six (6) years following the Effective Time, Parent shall cause the Certificate of Incorporation and Bylaws existing provisions of the Purchaser to reflect such provisions) Charter Documents of the Company and Company Subsidiaries concerning the elimination of liability and indemnification of directors and/or other persons shall not be amended, repealed or otherwise modified for a period of six years after the Effective Time amended in any manner that would adversely affect the rights thereunder of any individual who on person that is as of the date hereof or prior to the Effective Time was a director, officer, trustee, fiduciary, employee covered as an indemnitee under any such elimination of liability or agent of the Company or any Company Subsidiary or who served at the request of the Company or any Company 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 enterpriseindemnification provisions, unless such amendment or modification is shall be required by applicable Law and then only to the minimum extent required by such Law. The individuals In addition to which this Section 5.10.1 applies shall be intended third party beneficiaries of this Section 5.10.1. Section 5.10.2 For six years the foregoing, from and after the Effective TimeTime for a period of six (6) years, the Surviving Corporation shall, and Parent shall provide cause the Surviving Corporation to, indemnify and hold harmless, or cause to be indemnified and held harmless, to the Company’s directors and officers (as maximum extent permitted by applicable law, each person who is, or at the Closing Date will be, a current or former director or officer of the date hereof and as of the Effective Time) an insurance and indemnification policy that provides coverage for events occurring prior to the Effective Time Company (the “D&O InsuranceIndemnitees”) against all liabilities, obligations, fines, penalties, losses, settlements, damages, claims, interest, awards, judgments, reasonable costs and reasonable expenses (including reasonable attorney fees) suffered or incurred by any D&O Indemnities arising out of or pertaining to acts or omissions (or alleged acts or omissions) of the D&O Indemnitees, or any of them, in their capacities as such. To the maximum extent permitted by applicable law, the indemnification and related rights hereunder shall be mandatory rather than permissible, and the Surviving Corporation shall, and Acquiror shall cause the Surviving Corporation to, promptly advance expenses in connection with such indemnification to the extent permitted by applicable law; provided, however, that, as provided in the existing provisions of the constituent documents of the Company and its subsidiaries, any D&O Indemnitees to whom expenses are advanced provides an undertaking to repay such advances if it is ultimately determined that such person is not entitled to indemnification. (b) For a period of six (6) years from and after the Closing Date, the Surviving Corporation shall, and Acquiror shall cause the Surviving Corporation to and the Surviving Corporation shall cause its subsidiaries to, procure and maintain in effect with respect to all periods prior to the Closing Date, directors’ and officers’ liability insurance covering those present and former officers and directors of the Company and those present and former officers, directors and managers of the subsidiaries who are currently covered by directors’ and officers’ liability insurance policies on terms no 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 terms of such current insurance coverage is unavailable, the best available coverage; provided, however, that if any claim is asserted or made within such six (6) year period, such insurance shall be continued in respect of such claim until the final disposition thereof; provided, further, that, if such “tail” or other policies are not available at an annual cost not greater than 150% (one hundred fifty percent) of the last annual premium paid prior to the date hereof under such policy (the “Insurance Cap”), then the Surviving Corporation shall cause to be obtained as much comparable insurance as can reasonably be obtained in its good faith judgment at a cost up to but not be required to pay an aggregate premium for exceeding the six years of D&O Insurance in excess of $250,000. Cap. (c) The provisions of this Section 7.16 are (i) intended to be for the immediately preceding sentence benefit of, and shall be deemed enforceable by, each person released or entitled to have been satisfied if prepaid policies have been obtained prior to the Effective Time for purposes indemnification, or other benefit hereunder, and each such person’s heirs, representatives, successors or assigns, it being expressly agreed that such persons shall be third party beneficiaries of this Section 5.10.2, which policies provide such directors and officers with coverage for an aggregate period of six 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, Parent shall7.16, and (ii) in addition to, and not in substitution for, any other right to indemnification or contribution that any such person may have by contract or otherwise. The Surviving Corporation shall not, and Parent shall cause the Surviving Corporation not to, amend the provisions of this Section 7.16 in a manner that would adversely affect any such third party beneficiary without the prior written consent of such third party beneficiary. (d) The Surviving Corporation shall (and Parent shall cause the Surviving Corporation to), maintain from time to time following the Closing, execute and deliver such policies in full force other documents and effect, instruments and continue take such other actions as may be reasonably requested by the Noteholder Representative or any D&O Indemnitee to honor implement the obligations thereunder. The directors and officers to whom this Section 5.10.2 applies shall be intended third party beneficiaries provisions of this Section 5.10.2)7.16. (e) Nothing in this Section 7.16 shall prohibit Parent from causing the merger, consolidation, or reorganization of the Company and/or the Company Subsidiaries.

Indemnification of Directors and Officers. Section 5.10.1 Parent From and the Surviving Corporation agree that the indemnification obligations set forth in the Company Certificate and the Company Bylaws shall survive the Merger (and, prior to after the Effective Time, Parent shall cause the Certificate of Incorporation indemnify and Bylaws hold harmless all past and present officers and directors of the Purchaser Company to reflect the same extent and in the same manner such provisions) and shall not be amendedPersons are indemnified as of the date of this Agreement by the Company pursuant to the ABCA, repealed the Company Charter, Company Bylaws for acts or otherwise modified for a period of six years after the Effective Time in any manner that would adversely affect the rights thereunder of any individual who on omissions occurring at or prior to the Effective Time was a director, officer, trustee, fiduciary, employee or agent of the Company or any Company Subsidiary or who served at the request of the Company or any Company 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, unless such amendment or modification is required by LawTime. The individuals to which this Section 5.10.1 applies Company shall be intended third party beneficiaries of this Section 5.10.1. Section 5.10.2 For six years from the Effective Time, the Surviving Corporation shall provide have in effect prior to the Company’s Closing a directors’ and officers’ liability insurance policy covering the present and former directors and officers of Company (as the “Company Indemnified Parties”) for the period beginning on the Closing and ending upon the final disposition of the date hereof and as of the Effective Time) an insurance and indemnification policy that provides coverage for events occurring any Indemnified Liabilities asserted or made prior to the Effective Time sixth anniversary of the Closing (the “D&O InsuranceTail Policy”) that is no less favorable than ). The Tail Policy shall have coverage limits equivalent to the Companyexisting director’s existing and officer’s liability insurance policy (true held by Company and complete copies which have been previously provided to Parent) orshall indemnify, if substantially equivalent insurance coverage is unavailabledefend and hold harmless the Company Indemnified Parties against all losses, the best available coverage; providedcosts, howeverdamages, liabilities and expenses arising from claims, demands, actions, causes of action, including reasonable attorneys’ fees and expenses, that are paid in connection with any threatened or actual claim, action, suit, proceeding or investigation based in whole or in part on or arising in whole or in part out of or pertaining to the Surviving Corporation shall not be required fact that such person was a director or officer of Company whether pertaining to pay an aggregate premium for the six years of D&O Insurance in excess of $250,000. The provisions of the immediately preceding sentence shall be deemed to have been satisfied if prepaid policies have been obtained any matter existing at or prior to the Effective Time for purposes of Closing and whether asserted or claimed prior to, at or after the Closing (“Indemnified Liabilities”), including all Indemnified Liabilities based in whole or in part on, or arising in whole or in part out of, or pertaining to this Section 5.10.2, which policies provide such directors and officers with coverage for an aggregate period of six years with respect to claims arising from facts or events that occurred on or before the Effective Time, including, without limitationAgreement, in respect of each case to the transactions contemplated by this Agreement. If such prepaid policies have been obtained fullest extent permitted under Company’s charter documents in effect immediately prior to the Effective TimeClosing and under Alabama Law as the same exists or may hereafter be amended to indemnify its own directors or officers, Parent shall, and shall cause as the Surviving Corporation to, maintain such policies in full force and effect, and continue to honor the obligations thereunder. The directors and officers to whom this Section 5.10.2 applies shall be intended third party beneficiaries of this Section 5.10.2)case may be.

Indemnification of Directors and Officers. Section 5.10.1 Parent (a) The Buyer agrees that all rights to indemnification, advance of expenses, exculpation or other limitations on liability now existing in favor of past directors and the Surviving Corporation agree that the indemnification obligations set forth in the Company Certificate and the Company Bylaws shall survive the Merger (and, prior to the Effective Time, Parent shall cause the Certificate of Incorporation and Bylaws of the Purchaser to reflect such provisions) and 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 any individual who on or prior to the Effective Time was a director, officer, trustee, fiduciary, employee or agent officers of the Company or any Company Subsidiary or who served at the request as well as directors and officers of the Company or any Company 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, unless such amendment or modification is required by Law. The individuals to which this Section 5.10.1 applies shall be intended third party beneficiaries of this Section 5.10.1. Section 5.10.2 For six years from the Effective TimeClosing Date (collectively, the Surviving Corporation shall provide to “D&O Parties”), as provided in the Company’s directors and officers (Organizational Documents in effect as of the date of this Agreement or under applicable Law as of the date hereof and as of the Effective Time) an insurance and indemnification policy that provides coverage for events with respect to any matters occurring at or prior to the Effective Time Closing, shall, to the maximum extent permitted by applicable Law, survive the Closing and shall continue in full force and effect, and the Company will perform and discharge its obligations to provide such indemnity and exculpation after the Closing. (b) At the Closing, the Seller shall cause the Company to purchase and pay in full all premiums relating to an irrevocable “D&O Insurance”) that is no tail” insurance policy covering a six-year period commencing immediately after the Closing Date and on terms and in amounts not less favorable to such individuals than those of such policies in effect on the Company’s existing policy date of this Agreement naming all D&O Parties who are currently (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 required to pay an aggregate premium for the six years of D&O Insurance in excess of $250,000. The provisions of the immediately preceding sentence shall be deemed to have been satisfied if prepaid policies have been obtained any additional persons who at or prior to the Effective Time for purposes of this Section 5.10.2, which policies provide such directors Closing become) covered by the directors’ and officers with coverage for an aggregate period of six years with respect to claims arising from facts officers’ liability insurance policy covering the Company as direct beneficiaries covering acts or events that occurred on omissions occurring at 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, Parent Closing Date. The costs of such policy shall be paid 100% by the Seller. The Buyer shall, and shall cause the Surviving Corporation Company to, maintain such policies policy in full force and effect, and continue to honor the obligations thereunder. thereunder pursuant to the terms thereof; provided, that all claims for indemnification with respect to pre-Closing activities, or advancement of expenses related thereto, by any D&O Party shall be first made, and pursued in good faith, by the D&O Party, under such “tail” insurance policy as the D&O Parties’ initial source of recovery for such claims. (c) In the event that the Buyer, the Company or any of their respective successors or assigns (i) consolidates with or merges into any other Person and is not the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers or conveys all or a majority of its properties and assets to any Person, then in each such case, proper provision shall be made so that the successors and assigns of Buyer and the Company, as the case may be, shall succeed to and be bound by the obligations set forth in this Section. (d) The directors D&O Parties entitled to the indemnification, advancement of expenses, liability limitation and officers to whom exculpation set forth in this Section 5.10.2 applies shall be intended third 4.13 are express third-party beneficiaries of this Section 5.10.2)4.13.

Indemnification of Directors and Officers. Section 5.10.1 Parent and the Surviving Corporation agree that the indemnification obligations set forth in the Company Certificate and the Company Bylaws shall survive the Merger (and, prior to the Effective Time, Parent shall cause the Certificate of Incorporation and Bylaws of the Purchaser to reflect such provisionsa) and 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 any individual who on or prior to the Effective Time was a director, officer, trustee, fiduciary, employee or agent of the Company or any Company Subsidiary or who served at the request of the Company or any Company 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, unless such amendment or modification is required by Law. The individuals to which this Section 5.10.1 applies shall be intended third party beneficiaries of this Section 5.10.1. Section 5.10.2 For Until six years from the Effective Time, the articles of incorporation and bylaws of the Surviving Corporation as in effect immediately after the Effective Time shall provide not be amended to reduce or limit the rights of indemnity afforded to the Company’s present and former directors and officers (as of the date hereof and as Company thereunder or to reduce or limit the ability of the Company to indemnify such persons or to hinder, delay or make more difficult the exercise (b) If any claim or claims shall, subsequent to the Effective Time) an insurance Time and indemnification policy that provides coverage for events occurring within six years thereafter, be made against any present or former director, officer, employee or agent of the Company based on or arising out of the services of such Person prior to the Effective Time (in the “D&O Insurance”) that is no less favorable than capacity of such Person as a director, officer, employee or agent of 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 provisions of subsection (a) of this Section respecting the articles of incorporation and bylaws of the Surviving Corporation shall not be required to pay an aggregate premium for continue in effect until the six years final disposition of D&O Insurance in excess of $250,000. all such claims. (c) The provisions of the immediately preceding sentence shall be deemed to have been satisfied if prepaid policies have been obtained prior to Acquiror hereby agrees after the Effective Time for purposes to guarantee the payment of the Surviving Corporation's indemnification obligations described in Section 7.10(a) up to an amount determined as of the Effective Time equal to (i) the fair market value of any assets of the Surviving Corporation or any of its Subsidiaries distributed to the Acquiror or any of its Subsidiaries (other than the Surviving Corporation and its Subsidiaries), minus (ii) any liabilities of the Surviving Corporation or any of its Subsidiaries assumed by the Acquiror or any of its Subsidiaries (other than the Surviving Corporation and its Subsidiaries), minus (iii) the fair market value of any assets of the Acquiror or any of its Subsidiaries (other than the Surviving Corporation and its Subsidiaries) contributed to the Surviving Corporation or any of its Subsidiaries and (iv) plus any liabilities of the Acquiror or any of its Subsidiaries (other than the Surviving Corporation and its Subsidiaries) assumed by the Surviving Corporation or any of its Subsidiaries. (d) Notwithstanding subsections (a), (b) and (c) of this Section 5.10.27.10, the Acquiror and the Surviving Corporation shall be released from the obligations imposed by such subsection if the Acquiror shall assume the obligations of the Surviving Corporation thereunder by operation of Law or otherwise. Notwithstanding anything to the contrary in this Section 7.10, neither the Acquiror nor the Surviving Corporation shall be liable for any settlement effected without its written consent, which policies provide such directors and officers with coverage for an aggregate period of shall not be unreasonably withheld. (e) The Acquiror shall cause to be maintained in effect until six years from the Effective Time the current policies of directors' and officers' 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) with respect to claims arising from facts or events that which occurred on or before the Effective Time; provided, includinghowever, without limitation, that in respect no event shall the Acquiror or the Surviving Corporation be required to expend more than 200 percent of the transactions contemplated current annual premiums paid by the Company for such insurance. (f) The provisions of this Agreement. If such prepaid policies have been obtained prior Section 7.10 are intended to be for the Effective Time, Parent shallbenefit of, and shall cause be enforceable by, each Person entitled to indemnification hereunder and the Surviving Corporation to, maintain heirs and representatives of such policies in full force and effect, and continue to honor the obligations thereunder. The directors and officers to whom this Section 5.10.2 applies shall be intended third party beneficiaries of this Section 5.10.2)Person.

Indemnification of Directors and Officers. Section 5.10.1 Parent and (i) For a period of six (6) years after the Closing, except to the extent otherwise required by applicable Law, Purchaser will cause the Organizational Documents of the Surviving Corporation agree and its Subsidiaries, or any successor to the Surviving Corporation or any of its Subsidiaries, to contain provisions that are no less favorable then those is place as of the indemnification obligations set forth in date hereof with respect to indemnification, advancement of costs and exculpation of former (as of the Effective Time) or present (as of the Effective Time) directors and officers of the Company Certificate or its Subsidiaries (collectively, the “D&O Indemnified Persons” and each, a “D&O Indemnified Persons”). (ii) For a period of six (6) years after the Closing, except to the extent prohibited by applicable Law, the Surviving Corporation and its Subsidiaries will, and Purchaser will cause the Surviving Corporation and its Subsidiaries to, indemnify and hold harmless 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 claim, action, inquiry, suit or proceeding, whether criminal, civil, administrative or investigative, based on or arising out of or relating to the fact that such Person is or was a director or officer of the Company Bylaws shall survive the Merger (and, or any of its Subsidiaries and arising out of or relating to acts or omissions occurring at or prior to the Effective Time, Parent shall cause the Certificate of Incorporation and Bylaws of the Purchaser to reflect such provisions) and shall not be amendedwhether asserted or claimed prior to, repealed at or otherwise modified for a period of six years after the Effective Time (including in any manner that would adversely affect respect of acts or omissions in connection with this Agreement and the rights thereunder of any individual who on or prior transactions contemplated hereby) (a “D&O Indemnifiable Claim”), to the Effective Time was a director, officer, trustee, fiduciary, employee or agent fullest extent permitted by applicable Law and as provided under the Organizational Documents of the Company or any Company Subsidiary or who served at the request of the Company or any Company 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, unless such amendment or modification is required by Law. The individuals to which this Section 5.10.1 applies shall be intended third party beneficiaries of this Section 5.10.1. Section 5.10.2 For six years from the Effective Time, the Surviving Corporation shall provide to the Company’s directors and officers (its Subsidiaries in effect as of the date hereof 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 no less favorable 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 required to pay an aggregate premium for the six years of D&O Insurance in excess of $250,000. 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 for purposes of this Section 5.10.2, which policies provide such directors and officers with coverage for an aggregate period of six 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. “D&O Expenses” shall include reasonable attorneys’ fees, Parent shallexpert fees, arbitrator and mediator fees, and all other costs, charges and expenses paid or incurred in connection with investigating, defending, being a witness in or otherwise participating in (including on appeal), or preparing to defend to be a witness in or participate in, any D&O Indemnifiable Claim, but shall cause exclude losses, claims, damages judgments, fines, penalties and amounts paid in settlement (which items are included in the Surviving Corporation to, maintain such policies in full force definition of D&O Losses and effect, and continue not included here to honor the obligations thereunder. The directors and officers to whom this Section 5.10.2 applies shall be intended third party beneficiaries of this Section 5.10.2avoid duplication).

Indemnification of Directors and Officers. Section 5.10.1 Parent (a) From and after the Closing, the Buyer shall, to the fullest extent permitted by law, cause the Company and the Surviving Corporation agree that the indemnification obligations set forth in the Company Certificate and the Company Bylaws shall survive the Merger (andSubsidiaries, prior to the Effective Time, Parent shall cause the Certificate of Incorporation and Bylaws of the Purchaser to reflect such provisions) and shall not be amended, repealed or otherwise modified for a period of six (6) years after the Effective Time Closing, to honor all of the Company’s and the Subsidiaries’ obligations to indemnify and hold harmless each present and former director and officer of the Company and the Subsidiaries (the “Indemnified Parties”) against any costs or expenses (including attorneys’ fees), judgments, fines, losses, claims, damages, Liabilities or amounts paid in settlement incurred in connection with any manner that would adversely affect the rights thereunder claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of any individual who on or pertaining to matters existing or occurring at or prior to the Effective Time was Closing, whether asserted or claimed prior to, at or after the Closing, to the extent that such obligations to indemnify and hold harmless exist on the date of this Agreement; provided, however, that such indemnification obligations shall only be with respect to matters arising in connection with such director’s or officer’s service as a director, officer, trustee, fiduciary, employee director or agent officer of the Company or any Company Subsidiary or who served at Subsidiary, and not in any other capacity; provided further, that in no event shall the request of Buyer, the Company or any Company 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, unless such amendment or modification is required by Law. The individuals have any obligation pursuant to which this Section 5.10.1 applies shall be intended third party beneficiaries of this 6.13(a) with respect to matters for which the Buyer is entitled to indemnification pursuant to Section 5.10.18.1 or 8.2. Section 5.10.2 For six years from (b) Prior to the Effective TimeClosing, the Surviving Corporation Buyer shall provide to purchase a six (6)-year pre-paid extended reporting period endorsement under the Company’s directors and officers (as of the date hereof Subsidiaries’ current directors’ and as of the Effective Time) an officers’ liability insurance and indemnification policy that provides coverage for events covering acts or omissions occurring prior to the Effective Time (Closing Date with respect to those directors and officers of the “D&O Insurance”) that is Company and the Subsidiaries who are currently covered by such policy on terms with respect to coverage and amount no less favorable to such directors and officers than those of such policy in effect on 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 coveragedate hereof; provided, however, that the Surviving Corporation Seller shall not be required to pay an aggregate either (i) reimburse the Buyer for one-half of the premium for such extended reporting period endorsement prior to the six years Closing or (ii) accrue for one-half of D&O Insurance the premium for such extended reporting period endorsement on both the Preliminary Closing Balance Sheet and the Closing Balance Sheet; provided further, that in excess no event shall the overall cost of such extended reporting period endorsement be more than $250,000. 100,000. (c) The provisions of the immediately preceding sentence shall this Section 6.13 are intended to be deemed to have been satisfied if prepaid policies have been obtained prior in addition to the Effective Time for purposes of this Section 5.10.2, which policies provide such rights otherwise available to the current directors and officers with coverage for an aggregate period of six 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 Company and the Subsidiaries by this Agreement. If such prepaid policies have been obtained prior to the Effective Timelaw, Parent shallcharter, by-laws, certificate of formation, limited liability company agreement, other organizational document or agreement, and shall cause operate for the Surviving Corporation to, maintain such policies in full force and effectbenefit of, and continue to honor the obligations thereunder. The directors and officers to whom this Section 5.10.2 applies shall be intended third party beneficiaries enforceable by, each of this Section 5.10.2)the Indemnified Parties, their heirs and their representatives.