Common use of Indemnification of Directors and Officers Clause in Contracts

Indemnification of Directors and Officers. (a) From and after the Effective Time and for a period of six years thereafter, the Surviving Corporation shall indemnify, defend and hold harmless each person who is now, or has been at any time prior to the date hereof or who becomes prior to the Effective Time, an officer or director of the Company or any of its subsidiaries (the "Indemnified Parties") against all losses, claims, damages, costs, expenses (including attorneys' fees and expenses), liabilities or judgments or amounts that are paid in settlement of or 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 the fact that such person is or was a director or officer of the Company or any of its subsidiaries, whether pertaining to any matter existing or occurring at or prior to the Effective Time and whether asserted or claimed prior to, or at or after, the Effective Time ("Indemnified Liabilities"), including, without limitation, all Indemnified Liabilities based in whole or in part on, or arising in whole or in part out of, or pertaining to this Agreement or the transactions contemplated hereby, in each case to the fullest extent a corporation is permitted under the BCA to indemnify its own directors or officers, as the case may be; provided, however, -------- ------- that all right to indemnification in respect of any claim asserted or made within such period shall continue until the disposition of such claim. In the event of an Indemnified Liability, (i) Acquiror shall pay the reasonable fees and expenses of counsel selected by the Indemnified Parties, which counsel shall be reasonably satisfactory to Acquiror, promptly after statements therefor are received and otherwise advance to such Indemnified Party upon request reimbursement of documented expenses reasonably incurred, in either case to the extent not prohibited by the BCA and upon receipt of any affirmation and undertaking required by the BCA, (ii) Acquiror will cooperate in the defense of any such matter and (iii) any determination required to be made with respect to whether an Indemnified Party's conduct complies with the standards set forth under the BCA shall be made by independent counsel mutually acceptable to Acquiror and the Indemnified Party; provided, however, that -------- ------- Acquiror shall not be liable for any settlement effected without its written consent (which consent shall not be reasonably withheld). The Indemnified Parties as a group may retain only one law firm with respect to each related matter except to the extent there is, in the opinion of counsel to an Indemnified Party, under applicable standards of professional conduct, a conflict on any significant issue between positions of any two or more Indemnified Parties.

Indemnification of Directors and Officers. (a) From and after Without limiting any additional rights that any officer, director or employee may have under the Certificate of Incorporation or the Bylaws (or the charter documents of the Company’s Subsidiaries), from the Effective Time through the sixth anniversary of the date on which the Effective Time occurs, Parent shall, and for a period of six years thereafter, shall cause the Surviving Corporation shall indemnifyto, defend indemnify and hold harmless each person who is nowcurrent (as of the Effective Time) and each former officer and director of the Company or its Subsidiaries (collectively, the “Indemnified Parties”), from and against any and all claims, losses, liabilities, damages, judgments, inquiries, fines and fees, costs and expenses, including actual attorneys’ fees and disbursements (collectively, “Costs”) incurred in connection with any Proceeding, whether civil, criminal, administrative or has been at any time prior investigative, arising out of or pertaining to the date hereof fact that the Indemnified Party is or who becomes was an officer, director or fiduciary of the Company or the Subsidiaries at or prior to the Effective Time, an officer or director of the Company or any of its subsidiaries (the "Indemnified Parties") against all losses, claims, damages, costs, expenses (including attorneys' fees and expenses), liabilities or judgments or amounts that are paid in settlement of or 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 the fact that such person is or was a director or officer of the Company or any of its subsidiaries, whether pertaining to any matter existing or occurring at or prior to the Effective Time and whether asserted or claimed prior to, or at or after, after the Effective Time ("Indemnified Liabilities")Time, including, without limitation, all Indemnified Liabilities based in whole or in part on, or arising in whole or in part out of, or pertaining to this Agreement or the transactions contemplated hereby, in each case to the fullest extent a corporation is that the Company would be permitted under applicable Law and required under the BCA to indemnify its own directors Certificate of Incorporation or officersthe Bylaws (or, as relevant, those of the case may be; provided, however, -------- ------- that all right to indemnification in respect of any claim asserted or made within such period shall continue until applicable Subsidiary) as at the disposition of such claimdate hereof. In the event of an any such Proceeding, each Indemnified Liability, (i) Acquiror shall pay the reasonable fees and expenses of counsel selected by the Indemnified Parties, which counsel Party shall be reasonably satisfactory entitled to Acquiror, promptly after statements therefor are received and otherwise advance to such Indemnified Party upon request reimbursement advancement of documented expenses reasonably incurred, in either case to the extent not prohibited by the BCA and upon receipt of any affirmation and undertaking required by the BCA, (ii) Acquiror will cooperate incurred in the defense of any Proceeding from Parent or the Surviving Corporation to the fullest extent that the Company would be permitted under applicable Law and the Certificate of Incorporation or the Bylaws (or, as relevant, those of the applicable Subsidiary) as at the date hereof, and in accordance with the terms of the indemnification agreements between the Company and each of the directors and officers of the Company. Notwithstanding anything to the contrary herein (but subject to any superior rights contained in Certificate of Incorporation or the Bylaws (or, as relevant, those of the applicable Subsidiary) or applicable indemnification agreements to which any of the Company or its Subsidiaries is a party), prior to making any payment or advance in respect of the indemnification obligations set forth in this Section 5.9, the Person who is requesting such matter and indemnification or advance shall agree to repay such payments or advances if it is ultimately determined that such Person is not entitled to indemnification. Subject to any superior rights contained in the Certificate of Incorporation or the Bylaws (iiior, as relevant, those of the applicable Subsidiary) or applicable indemnification agreements to which any determination required of the Company or its Subsidiaries is a party, no Indemnified Party shall settle, compromise or consent to the entry of any judgment in any threatened or actual Proceeding for which indemnification could be made with respect to whether sought by an Indemnified Party's conduct complies with the standards set forth under the BCA shall be made by independent counsel mutually acceptable Party hereunder unless Parent consents in writing to Acquiror and the Indemnified Party; providedsuch settlement, however, that -------- ------- Acquiror shall not be liable for any settlement effected without its written compromise or consent (which consent shall not be reasonably unreasonably withheld, conditioned or delayed). The Indemnified Parties as a group may retain only one law firm with respect to each related matter except to the extent there is, in the opinion of counsel to an Indemnified Party, under applicable standards of professional conduct, a conflict on any significant issue between positions of any two or more Indemnified Parties.

Indemnification of Directors and Officers. (a) From and after the Crosstex Effective Time and for a period of six years thereafterTime, the Surviving Corporation New Public Rangers shall indemnify, defend indemnify and hold harmless (and advance funds in respect of each of the foregoing), in the same manner as provided by Crosstex or any Subsidiary of Crosstex immediately prior to the Execution Date, each present and former director, manager, officer and employee of Crosstex and its Subsidiaries and each person who is nowserved as a director, manager, officer, member, trustee or has been fiduciary of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise if such service was at any time prior to the date hereof or who becomes prior to the Effective Time, an officer or director request of the Company Crosstex or any of its subsidiaries Subsidiaries (such persons, in all of their capacities, together with their respective heirs, executors or administrators, collectively, the "“Indemnified Parties") ”), against all any costs or expenses (including reasonable attorneys’ fees and expenses and disbursements), judgments, fines, losses, claims, damages, costs, expenses (including attorneys' fees and expenses), damages or liabilities or judgments or amounts that are paid in settlement of or incurred in connection with any threatened Proceeding, whether civil, criminal, administrative or actual claiminvestigative, 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 Indemnified Party is or was a director director, manager, officer or officer employee of the Company Crosstex or any of its subsidiariesSubsidiaries or a director, whether pertaining to manager, officer, member, trustee or fiduciary of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise if such service was at the request of Crosstex or any matter existing or occurring at or prior to the Effective Time and of its Subsidiaries, whether asserted or claimed prior to, or at or after, after the Crosstex Effective Time ("Indemnified Liabilities")including with respect to acts or omissions by directors, including, without limitation, all Indemnified Liabilities based managers or officers of Crosstex or its Subsidiaries in whole or in part on, or their capacities as such arising in whole or in part out of, or pertaining to this Agreement or connection with the transactions contemplated herebyby this Agreement), in each case and shall provide advancement of expenses to the fullest extent a corporation is permitted under the BCA to indemnify its own directors or officers, as the case may be; provided, however, -------- ------- that all right to indemnification in respect of any claim asserted or made within such period shall continue until the disposition of such claim. In the event of an Indemnified Liability, (i) Acquiror shall pay the reasonable fees and expenses of counsel selected by the Indemnified Parties, which counsel shall be reasonably satisfactory in all such cases to Acquirorthe same extent that such persons are indemnified or have the right to advancement of expenses as of the Execution Date by Crosstex pursuant to Crosstex’ Organizational Documents and indemnification agreements, promptly after statements therefor are received and otherwise advance if any, or by any one of Crosstex’ Subsidiaries pursuant to such Indemnified Party upon request reimbursement Subsidiary’s Organizational Documents and indemnification agreements of documented expenses reasonably incurredany Subsidiary of Crosstex, if any, in either case to existence on the extent not prohibited by the BCA and upon receipt of any affirmation and undertaking required by the BCA, (ii) Acquiror will cooperate in the defense of any such matter and (iii) any determination required to be made with respect to whether an Indemnified Party's conduct complies with the standards set forth under the BCA shall be made by independent counsel mutually acceptable to Acquiror and the Indemnified Party; provided, however, that -------- ------- Acquiror shall not be liable for any settlement effected without its written consent (which consent shall not be reasonably withheld). The Indemnified Parties as a group may retain only one law firm with respect to each related matter except to the extent there is, in the opinion of counsel to an Indemnified Party, under applicable standards of professional conduct, a conflict on any significant issue between positions of any two or more Indemnified PartiesExecution Date.

Indemnification of Directors and Officers. (a) From Parent and after Mxxxxx Sub agree that all rights provided in the Effective Time and for a period Organizational Documents of six years thereafter, the Surviving Corporation shall indemnify, defend and hold harmless each person who is now, or has been at any time prior to its Subsidiaries in effect as of the date hereof or who becomes prior to the Effective Time, an officer or director in any other agreement in place as of the Company date hereof and made available to Parent with respect to exculpation, indemnification and advancement of expenses for acts or any of its subsidiaries (the "Indemnified Parties") against all losses, claims, damages, costs, expenses (including attorneys' fees and expenses), liabilities or judgments or amounts that are paid in settlement of or 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 the fact that such person is or was a director or officer of the Company or any of its subsidiaries, whether pertaining to any matter existing or omissions occurring at or prior to the Effective Time and Time, whether asserted or claimed prior to, or at or after, after the Effective Time ("Indemnified Liabilities"), including, without limitation, all Indemnified Liabilities based including in whole or in part on, or respect of any matters arising in whole or in part out of, or pertaining to connection with this Agreement or and the 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 each case 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 (6) 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 a corporation is permitted under the BCA to indemnify its own directors by Law and that no change, modification or officers, as the case may be; provided, however, -------- ------- that all right to indemnification in respect of any claim asserted or made within such period shall continue until the disposition amendment of such claim. In the event of an Indemnified Liability, (i) Acquiror shall pay the reasonable fees and expenses of counsel selected by the Indemnified Parties, which counsel shall documents or arrangements may be reasonably satisfactory to Acquiror, promptly after statements therefor are received and otherwise advance to such Indemnified Party upon request reimbursement of documented expenses reasonably incurred, in either case to the extent not prohibited by the BCA and upon receipt of any affirmation and undertaking required by the BCA, (ii) Acquiror made that will cooperate in the defense of adversely affect any such matter D&O Indemnified Person’s right thereto without the prior written consent of that D&O Indemnified Person and (iiiB) Parent shall cause the Surviving Corporation and its Subsidiaries to, maintain any determination required indemnification agreements in place as of the date hereof and made available to be made Parent of the Corporation and its Subsidiaries with respect to whether an any D&O Indemnified Party's conduct complies with the standards set forth under the BCA shall be made by independent counsel mutually acceptable to Acquiror and the Indemnified Party; provided, however, that -------- ------- Acquiror shall not be liable for any settlement effected without its written consent (which consent shall not be reasonably withheld). The Indemnified Parties as a group may retain only one law firm with respect to each related matter except to the extent there is, in the opinion of counsel to an Indemnified Party, under applicable standards of professional conduct, a conflict on any significant issue between positions of any two or more Indemnified PartiesPerson.

Indemnification of Directors and Officers. (a) From and after the Effective Time through the sixth (6th) anniversary of the date on which the Effective Time occurs, each of the Buyer and for a period of six years thereafter, the Surviving Corporation shall indemnifyshall, defend and hold harmless each person who is now, or has been at any time prior subject to the terms, conditions and limitations of the Company Certificate of Incorporation, the Company Bylaws and the indemnification agreements between the Company and the officers and directors of the Company set forth on Section 6.3 of the Company Disclosure Schedule and in effect as of the date hereof of this Agreement (the “Indemnification Agreements”), jointly and severally, indemnify each Company Indemnified Party against all claims, losses, liabilities, damages, judgments, fines and reasonable fees, costs and expenses, including attorneys’ fees and disbursements, incurred in connection with any claim, action, suit, proceeding or who becomes prior investigation, whether civil, criminal, administrative or investigative, arising out of or pertaining to the Effective Time, fact that the Company Indemnified Party is or was an officer or director of the Company or any of its subsidiaries (the "Indemnified Parties") against all losses, claims, damages, costs, expenses (including attorneys' fees and expenses), liabilities or judgments or amounts that are paid in settlement of or 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 the fact that such person is or was a director or officer of the Company Subsidiaries or any of its subsidiariespredecessor thereof, whether pertaining to any matter existing or occurring at or prior to the Effective Time and whether asserted or claimed prior to, or at or after, after the Effective Time ("Indemnified Liabilities")Time, including, without limitation, all Indemnified Liabilities based in whole or in part on, or arising in whole or in part out of, or pertaining to this Agreement or the transactions contemplated hereby, in each case to the fullest extent a corporation is permitted under the BCA DGCL for officers and directors of Delaware corporations. To the extent permitted under the DGCL, but subject to indemnify its own directors the terms, conditions and limitations of the Company Certificate of Incorporation, the Company Bylaws and the Indemnification Agreements, each Company Indemnified Party will be entitled to advancement of expenses in connection with matters for which such Company Indemnified Party is eligible to be indemnified pursuant to this Section 6.3(a) from either the Buyer or officersthe Surviving Corporation promptly after receipt by the Buyer or the Surviving Corporation from the Company Indemnified Party of a request therefor, as subject to the case may be; provided, however, -------- ------- that all right execution by such Company Indemnified Party of appropriate undertakings to indemnification in respect of any claim asserted or made within repay such period shall continue until the disposition of such claim. In the event of an Indemnified Liability, (i) Acquiror shall pay the reasonable fees advanced costs and expenses of counsel selected by the Indemnified Parties, which counsel shall be reasonably satisfactory to Acquiror, promptly after statements therefor are received and otherwise advance to if such Company Indemnified Party upon request reimbursement of documented expenses reasonably incurred, in either case to the extent is ultimately determined not prohibited by the BCA and upon receipt of any affirmation and undertaking required by the BCA, (ii) Acquiror will cooperate in the defense of any such matter and (iii) any determination required entitled to be made with respect to whether an Indemnified Party's conduct complies with the standards set forth under the BCA shall be made by independent counsel mutually acceptable to Acquiror indemnified for such advanced costs and the Indemnified Party; provided, however, that -------- ------- Acquiror shall not be liable for any settlement effected without its written consent (which consent shall not be reasonably withheld)expenses. The Indemnified Parties as a group may retain only one law firm with respect to each related matter except to the extent there is, in the opinion of counsel to an Indemnified Party, under applicable standards of professional conduct, a conflict on any significant issue between positions of any two or more Indemnified PartiesConfidential and Proprietary CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE COPY FILED HEREWITH OMITS THE INFORMATION SUBJECT TO A CONFIDENTIALITY REQUEST. OMISSIONS ARE DESIGNATED [***]. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

Indemnification of Directors and Officers. (a) From and after the Effective Time Time, Parent shall indemnify and for a period hold harmless all officers and directors of six years thereafterthe Company to the same extent and in the same manner such Persons are indemnified as of the date of this Agreement by the Company pursuant to the IBCL, the Surviving Corporation 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 indemnify, defend and hold harmless each person who is now, or has been at any time prior to the date hereof or who becomes prior to the Effective Time, an officer or director of the Company or any of its subsidiaries (the "Indemnified Parties") Parties against all losses, claimscosts, damages, costsliabilities and expenses arising from claims, expenses (demands, actions, causes of action, including reasonable attorneys' ’ fees and expenses), liabilities or judgments or amounts that are paid in settlement of or 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 fact that such person is or was a director or officer of the Company or any of its subsidiaries, whether pertaining to any matter existing or occurring at or prior to the Effective Time Closing and whether asserted or claimed prior to, or at or after, after the Effective Time Closing ("“Indemnified Liabilities"”), including, without limitation, including all Indemnified Liabilities based in whole or in part on, or arising in whole or in part out of, or pertaining to this Agreement or the transactions contemplated herebyAgreement, in each case to the fullest extent a corporation is permitted under Company’s charter documents in effect immediately prior to the BCA Closing and under Indiana Law as the same exists or may hereafter be amended to indemnify its own directors or officers, as the case may be; provided, however, -------- ------- that all right to indemnification in respect of any claim asserted or made within such period shall continue until the disposition of such claim. In the event of an Indemnified Liability, (i) Acquiror shall pay the reasonable fees and expenses of counsel selected by the Indemnified Parties, which counsel shall be reasonably satisfactory to Acquiror, promptly after statements therefor are received and otherwise advance to such Indemnified Party upon request reimbursement of documented expenses reasonably incurred, in either case to the extent not prohibited by the BCA and upon receipt of any affirmation and undertaking required by the BCA, (ii) Acquiror will cooperate in the defense of any such matter and (iii) any determination required to be made with respect to whether an Indemnified Party's conduct complies with the standards set forth under the BCA shall be made by independent counsel mutually acceptable to Acquiror and the Indemnified Party; provided, however, that -------- ------- Acquiror shall not be liable for any settlement effected without its written consent (which consent shall not be reasonably withheld). The Indemnified Parties as a group may retain only one law firm with respect to each related matter except to the extent there is, in the opinion of counsel to an Indemnified Party, under applicable standards of professional conduct, a conflict on any significant issue between positions of any two or more Indemnified Parties.

Indemnification of Directors and Officers. (a) From and after the Effective Time and for a period of six years thereafter, the Surviving Corporation shall indemnify, defend and hold harmless each person who is now, or has been at any time prior to the date hereof or who becomes prior to the Effective Time, an officer or director of the Company or any of its subsidiaries (the "Indemnified Parties") against all losses, claims, damages, costs, expenses (including attorneys' fees and expenses), liabilities or judgments or amounts that are paid in settlement of or 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 the fact that such person is or was a director or officer of the Company or any of its subsidiaries, whether pertaining to any matter existing or occurring at or prior to the Effective Time and whether asserted or claimed prior to, or at or after, the Effective Time ("Indemnified Liabilities"), including, without limitation, all Indemnified Liabilities based in whole or in part on, or arising in whole or in part out of, or pertaining to this Agreement or the transactions contemplated hereby, in each case to the fullest extent a corporation is permitted under the BCA to indemnify its own directors or officers, as the case may be; provided, however, -------- ------- that all right to indemnification in respect of any claim asserted or made within such period shall continue until the disposition of such claim. In the event of an Indemnified Liability, (i) Acquiror shall pay the reasonable fees and expenses of counsel selected by the Indemnified Parties, which counsel shall be reasonably satisfactory to Acquiror, promptly after statements therefor are received and otherwise advance to such Indemnified Party upon request reimbursement of documented expenses reasonably incurred, in either case to the extent not prohibited by the BCA and upon receipt of any affirmation and undertaking required by the BCA, (ii) Acquiror will cooperate in the defense of any such matter and (iii) any determination required to be made with respect to whether an Indemnified Party's conduct complies with the standards set forth under the BCA shall be made by independent counsel mutually acceptable to Acquiror and the Indemnified Party; provided, however, that -------- ------- Acquiror shall not be liable for any settlement effected without its written consent (which consent shall not be reasonably withheld). The Indemnified Parties as a group may retain only one law firm with respect to each related matter except to the extent there is, in the opinion of counsel to an Indemnified Party, under applicable standards of professional conduct, a conflict on any significant issue between positions of any two or more Indemnified Parties.

Indemnification of Directors and Officers. (a) From For a period of six (6) years following the Effective Time, the existing provisions of the 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 in any manner that would adversely affect the rights thereunder of any person that is as of the date hereof or the Effective Time covered as an indemnitee under any such elimination of liability or indemnification provisions, unless such amendment or modification shall be required by applicable Law and then only to the minimum extent required by such Law. In addition to the foregoing, from and after the Effective Time and for a period of six years thereafter(6) years, the Surviving Corporation shall, and Parent shall indemnifycause the Surviving Corporation to, defend indemnify and hold harmless harmless, or cause to be indemnified and held harmless, to the maximum extent permitted by applicable law, each person who is nowis, or has been at any time prior to the date hereof Closing Date will be, a current or who becomes prior to the Effective Time, an officer or director of the Company or any of its subsidiaries (the "Indemnified Parties") against all losses, claims, damages, costs, expenses (including attorneys' fees and expenses), liabilities or judgments or amounts that are paid in settlement of or 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 the fact that such person is or was a former director or officer of the Company (the “D&O Indemnitees”) 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 its subsidiariesthem, whether pertaining to any matter existing or occurring at or prior 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 Effective Time and whether asserted or claimed prior to, or at or after, the Effective Time ("Indemnified Liabilities"), including, without limitation, all Indemnified Liabilities based in whole or in part on, or arising in whole or in part out of, or pertaining to this Agreement or the transactions contemplated hereby, in each case to the fullest extent a corporation is permitted under the BCA to indemnify its own directors or officers, as the case may beby applicable law; provided, however, -------- ------- that all right to indemnification in respect of any claim asserted or made within such period shall continue until the disposition of such claim. In the event of an Indemnified Liabilitythat, (i) Acquiror shall pay the reasonable fees and expenses of counsel selected by the Indemnified Parties, which counsel shall be reasonably satisfactory to Acquiror, promptly after statements therefor are received and otherwise advance to such Indemnified Party upon request reimbursement of documented expenses reasonably incurred, in either case to the extent not prohibited by the BCA and upon receipt of any affirmation and undertaking required by the BCA, (ii) Acquiror will cooperate as provided in the defense 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 matter and (iii) any determination required advances if it is ultimately determined that such person is not entitled to be made with respect to whether an Indemnified Party's conduct complies with the standards set forth under the BCA shall be made by independent counsel mutually acceptable to Acquiror and the Indemnified Party; provided, however, that -------- ------- Acquiror shall not be liable for any settlement effected without its written consent (which consent shall not be reasonably withheld). The Indemnified Parties as a group may retain only one law firm with respect to each related matter except to the extent there is, in the opinion of counsel to an Indemnified Party, under applicable standards of professional conduct, a conflict on any significant issue between positions of any two or more Indemnified Partiesindemnification.

Indemnification of Directors and Officers. (a) From and after For a period beginning at the Effective Time and for a period ending on the sixth anniversary of six years thereafterthe Effective Time, Acquiror and the Surviving Corporation shall indemnify, defend and hold all past and present directors, officers, employees and agents of the Company or any Company Subsidiary (an “Indemnified Person”) harmless each person who is nowto the same extent such Persons are indemnified as of the date of this Agreement by the Company or any Company Subsidiary pursuant to applicable Law, the Company Articles, the Company Regulations, the certificate of incorporation and bylaws, or has been at equivalent organizational or governing documents, of any time prior to Company Subsidiary, and indemnification agreements, if any, in existence on the date hereof of this Agreement with any Indemnified Person, arising out of acts or who becomes omissions in their capacity as directors, officers, employees or agents of the Company or any Company Subsidiary occurring at or prior to the Effective Time; provided, an officer however, that Acquiror and the Surviving Corporation shall indemnify and hold such Indemnified Persons harmless to the fullest extent permitted by applicable Law for acts or director omissions occurring in connection with the approval, execution and performance of this Agreement and the consummation of the Company or any of its subsidiaries (transactions contemplated by this Agreement. Acquiror and the "Indemnified Parties") against all losses, claims, damages, costs, Surviving Corporation shall advance expenses (including attorneys' reasonable legal fees and expenses), liabilities or judgments or amounts that are paid ) incurred in settlement the defense of or 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 the fact that such person is or was a director or officer of the Company or any of its subsidiaries, whether pertaining to any matter existing or occurring at or prior to the Effective Time and whether asserted or claimed prior to, or at or after, the Effective Time ("Indemnified Liabilities"), including, without limitation, all Indemnified Liabilities based in whole or in part on, or arising in whole or in part out of, or pertaining to this Agreement or the transactions contemplated hereby, in each case to the fullest extent a corporation is permitted under the BCA to indemnify its own directors or officers, as the case may be; provided, however, -------- ------- that all right to indemnification in respect of any claim asserted or made within such period shall continue until the disposition of such claim. In the event of an Indemnified Liability, (i) Acquiror shall pay the reasonable fees and expenses of counsel selected by the Indemnified Parties, which counsel shall be reasonably satisfactory to Acquiror, promptly after statements therefor are received and otherwise advance to such Indemnified Party upon request reimbursement of documented expenses reasonably incurred, in either case to the extent not prohibited by the BCA and upon receipt of any affirmation and undertaking required by the BCA, (ii) Acquiror will cooperate in the defense of any such matter and (iii) any determination required to be made with respect to whether an Indemnified Party's conduct complies the matters subject to indemnification pursuant to this Section 5.10(a) in accordance with the standards procedures set forth in the Company Articles, the Company Regulations, the certificate 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, including any expenses incurred in enforcing such Person’s rights under this Section 5.10, regardless of whether indemnification with respect to or advancement of such expenses is authorized under the BCA shall be made by independent counsel mutually acceptable to Acquiror Company Articles, the Company Regulations, the certificate of incorporation and the Indemnified Partybylaws, or equivalent organizational documents, of any Company Subsidiary, or such indemnification agreements; provided, however, that -------- ------- the Indemnified Persons to whom expenses are advanced undertakes to repay such advanced expenses to Acquiror shall and the Surviving Corporation if it is ultimately determined that such Indemnified Person is not be liable for any settlement effected without its written consent (which consent shall not be reasonably withheldentitled to indemnification pursuant to this Section 5.10(a). The 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 Indemnified Parties as a group may retain only one law firm Person with respect to each related matter except matters subject to indemnification under this Section 5.10 on or prior to the extent there issixth anniversary of the Effective Time, the provisions of this Section 5.10(a) shall continue in effect until the opinion final disposition of counsel to an Indemnified Partysuch claim, under applicable standards of professional conductaction, a conflict on any significant issue between positions of any two suit, proceeding or more Indemnified Partiesinvestigation.

Indemnification of Directors and Officers. (a) From The indemnification, advancement and after exculpation provisions of the indemnification agreements by and among the Company and its directors and certain executive officers as in effect at the Effective Time shall survive the Merger and shall not be amended, repealed or otherwise modified for a period of six years thereafter, from the Effective Time in any manner. The Surviving Company and its Subsidiaries shall (and Parent shall cause the Surviving Corporation shall indemnifyCompany and its Subsidiaries to) honor and fulfill in all respects the obligations of the Company and the Company Subsidiaries under (i) any indemnification, defend advancement of expenses and hold harmless each person who is now, exculpation provision set forth in the Company Memorandum and Articles or has been at comparable organizational documents of any time prior to of the Company Subsidiaries as in effect on the date hereof or who becomes prior to the Effective Time, an officer or director of this Agreement and (ii) all indemnification agreements between the Company or any of its subsidiaries (the "Indemnified Parties") against all losses, claims, damages, costs, expenses (including attorneys' fees Company Subsidiaries and expenses), liabilities any of their respective current or judgments or amounts that are paid in settlement of or in connection with former directors and officers and 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 the fact that such person is or was who becomes a director or officer of the Company or any of its subsidiaries, whether pertaining to any matter existing or occurring at or the Company Subsidiaries prior to the Effective Time and whether asserted or claimed prior to(the “Indemnified Parties”). In addition, or during the period commencing at or after, 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 Liabilities")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, includingand during such six year period, without limitationsuch provisions shall not be amended, all Indemnified Liabilities based in whole or in part onrepealed, or arising otherwise modified in whole or in part out of, or pertaining to this Agreement or any manner that would affect adversely the transactions contemplated hereby, in each case to the fullest extent a corporation is permitted under the BCA to indemnify its own directors or officers, as the case may be; provided, however, -------- ------- that all right to indemnification in respect rights thereunder of any claim asserted or made within such period shall continue until the disposition of such claim. In the event of an Indemnified Liability, (i) Acquiror shall pay the reasonable fees and expenses of counsel selected by the Indemnified Parties, which counsel shall be reasonably satisfactory to Acquiror, promptly after statements therefor are received and otherwise advance to such Indemnified Party upon request reimbursement of documented expenses reasonably incurred, in either case to the extent not prohibited by the BCA and upon receipt of any affirmation and undertaking except as required by the BCA, (ii) Acquiror will cooperate in the defense of any such matter and (iii) any determination required to be made with respect to whether an Indemnified Party's conduct complies with the standards set forth under the BCA shall be made by independent counsel mutually acceptable to Acquiror and the Indemnified Party; provided, however, that -------- ------- Acquiror shall not be liable for any settlement effected without its written consent (which consent shall not be reasonably withheld). The Indemnified Parties as a group may retain only one law firm with respect to each related matter except to the extent there is, in the opinion of counsel to an Indemnified Party, under applicable standards of professional conduct, a conflict on any significant issue between positions of any two or more Indemnified PartiesLaw.

Indemnification of Directors and Officers. (a) From For not less than six years from and after the Effective Time Time, Buyer agrees to, and for a period of six years thereafter, to cause the Surviving Corporation shall indemnifyto, defend indemnify and hold harmless each person who is nowall past and present Table of Contents directors, or has been at any time prior officers, employees and agents of the Company (“Covered Persons”) to the same extent such persons are indemnified as of the date hereof of this Agreement by the Company pursuant to the Company’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 who becomes omissions occurring at or prior to the Effective Time; provided, an officer however, that Buyer agrees to, and to cause the Surviving Corporation to, indemnify and hold harmless such persons to the fullest extent permitted by applicable Law for acts or director of the Company or any of its subsidiaries (the "Indemnified Parties") against all losses, claims, damages, costs, expenses (including attorneys' fees and expenses), liabilities or judgments or amounts that are paid in settlement of or 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 threatened or actual claim, action, suit, proceeding or investigation based with respect to any matters subject to indemnification hereunder to the extent provided in whole or in part on or arising in whole or in part out the certificate of incorporation and by-laws of the fact Surviving Corporation, 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 was a director investigation (whether arising before, at or officer of after the Company or Effective Time) is made against any of its subsidiaries, whether pertaining Covered Person with respect to any matter existing or occurring at matters subject to indemnification hereunder on or prior to the sixth anniversary of the Effective Time and whether asserted or claimed prior to, or at or afterTime, the Effective Time ("Indemnified Liabilities"), including, without limitation, all Indemnified Liabilities based in whole or in part on, or arising in whole or in part out of, or pertaining to provisions of this Agreement or the transactions contemplated hereby, in each case to the fullest extent a corporation is permitted under the BCA to indemnify its own directors or officers, as the case may be; provided, however, -------- ------- that all right to indemnification in respect of any claim asserted or made within such period Section 5.8 shall continue in effect until the final disposition of such claim. In the event of an Indemnified Liability, (i) Acquiror shall pay the reasonable fees and expenses of counsel selected by the Indemnified Partiesaction, which counsel shall be reasonably satisfactory to Acquirorsuit, promptly after statements therefor are received and otherwise advance to such Indemnified Party upon request reimbursement of documented expenses reasonably incurred, in either case to the extent not prohibited by the BCA and upon receipt of any affirmation and undertaking required by the BCA, (ii) Acquiror will cooperate in the defense of any such matter and (iii) any determination required to be made with respect to whether an Indemnified Party's conduct complies with the standards set forth under the BCA shall be made by independent counsel mutually acceptable to Acquiror and the Indemnified Party; provided, however, that -------- ------- Acquiror shall not be liable for any settlement effected without its written consent (which consent shall not be reasonably withheld). The Indemnified Parties as a group may retain only one law firm with respect to each related matter except to the extent there is, in the opinion of counsel to an Indemnified Party, under applicable standards of professional conduct, a conflict on any significant issue between positions of any two proceeding or more Indemnified Partiesinvestigation.

Indemnification of Directors and Officers. (a) From and after the Effective Time Time, Parent and for a period of six years thereafter, the Surviving Corporation shall jointly and severally indemnify, defend and hold harmless each person who is now, or has been at any time prior to of the date hereof or who becomes prior to the Effective Time, an officer or director Persons set forth in Schedule 8.7 of the Company or Disclosure Statement, and each of the present and former officers and directors of the Company and any of its subsidiaries Subsidiaries, former Subsidiaries and their predecessors, and any Person who is or was serving at the request of the Company as an officer, director, employee or agent of another Person (collectively, the "Indemnified Parties") ), against all losses, expenses, claims, damages, costs, expenses (including attorneys' fees and expenses), damages or liabilities or judgments or amounts that are paid in settlement of or 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 the fact that such person is actions or was a director or officer of the Company or any of its subsidiaries, whether pertaining to any matter existing or omissions occurring at on or prior to the Effective Time and whether asserted or claimed prior to, or at or after, the Effective Time ("Indemnified Liabilities"), including, without limitation, all Indemnified Liabilities based in whole or in part on, or arising in whole or in part out of, or pertaining to this Agreement or including the transactions contemplated hereby, in each case by this Agreement) to the fullest extent a corporation is permitted under applicable Law (and shall also, subject to Section 8.7(b), advance expenses as incurred to the BCA fullest extent permitted under applicable Law; provided that, the Person to indemnify whom expenses are advanced provides an undertaking reasonably satisfactory to the Company to repay such advances if it is ultimately determined that such Person is not entitled to indemnification); provided, however, that such indemnification shall be provided only to the extent any directors' and officers' liability insurance policy of the Company or its own directors Subsidiaries does not provide coverage and actual payment thereunder with respect to the matters that would otherwise be subject to indemnification hereunder (it being understood that Parent or officersthe Surviving Corporation shall, subject to Section 8.7(b), advance expenses on a current basis as provided in this paragraph (a) notwithstanding such insurance coverage to the extent that payments thereunder have not yet been made, in which case Parent or the Surviving Corporation, as the case may be, shall be entitled to repayment of such advances from the proceeds of such insurance coverage). Parent and Surviving Corporation agree that all rights to indemnification, including provisions relating to advances of expenses incurred in defense of any action, suit or proceeding, whether civil, criminal, administrative or investigative (each, a "Claim"), existing in favor of the Indemnified Parties as provided in the Company Charter or By-Laws or pursuant to other agreements, or certificates of incorporation or by-laws or other similar documents of any of the Company's Subsidiaries, as in effect as of the date hereof, with respect to matters occurring through the Effective Time, shall survive the Merger and shall continue in full force and effect for a period of not less than six years from the Effective Time; provided, however, -------- ------- that all right rights to indemnification in respect of any claim asserted Claim asserted, made or made commenced within such period shall continue until the final disposition of such claimClaim. In The Surviving Corporation shall maintain in effect for not less than six years after the event Effective Time the current policies of an Indemnified Liability, (i) Acquiror shall pay the reasonable fees directors' and expenses of counsel selected officers' liability insurance maintained by the Indemnified Parties, which counsel shall be reasonably satisfactory to Acquiror, promptly after statements therefor are received Company and otherwise advance to such Indemnified Party upon request reimbursement of documented expenses reasonably incurred, in either case to the extent not prohibited by the BCA and upon receipt of any affirmation and undertaking required by the BCA, (ii) Acquiror will cooperate in the defense of any such matter and (iii) any determination required to be made Company's Subsidiaries with respect to whether matters occurring prior to the Effective Time; provided however, that in no event shall Parent be required to expend in any one year an Indemnified Party's conduct complies with amount in excess of 150% of the standards set forth under annual premiums currently paid by the BCA shall Company for such insurance which the Company represents to be made by independent counsel mutually acceptable to Acquiror and $430,000 for the Indemnified Partytwelve month period ending May 1, 1999; providedprovided further, however, that -------- ------- Acquiror shall not be liable for any settlement effected without its written consent (the Surviving Corporation may substitute therefor policies of at least the same coverage containing terms and conditions which consent shall not be reasonably withheld). The are no less advantageous to the Indemnified Parties as a group may retain only one law firm with respect to each related matter except an insurance company or companies, the claims paying ability of which is substantially equivalent to the extent there is, in claims paying ability of the opinion insurance company or companies providing such insurance coverage for directors and officers of counsel to an Indemnified Party, under applicable standards of professional conduct, a conflict on any significant issue between positions of any two or more Indemnified PartiesParent.

Indemnification of Directors and Officers. (a) From and after the Effective Time through the sixth (6th) anniversary of the date on which the Effective Time occurs, each of the Buyer and for a period of six years thereafter, the Surviving Corporation shall indemnifyshall, defend and hold harmless each person who is now, or has been at any time prior subject to the terms, conditions and limitations of the Company Certificate of Incorporation, the Company Bylaws and the indemnification agreements between the Company and the officers and directors of the Company set forth on Section 5.3(a) of the Company Disclosure Schedule and in effect as of the date hereof of this Agreement (the “Indemnification Agreements”), jointly and severally, indemnify each Company Indemnified Party against all claims, losses, liabilities, damages, judgments, fines and reasonable fees, costs and expenses, including attorneys’ fees and disbursements, incurred in connection with any claim, action, suit, proceeding or who becomes prior investigation, whether civil, criminal, administrative or investigative, arising out of or pertaining to the Effective Time, fact that the Company Indemnified Party is or was an officer or director of the Company or any of its subsidiaries (the "Indemnified Parties") against all losses, claims, damages, costs, expenses (including attorneys' fees and expenses), liabilities or judgments or amounts that are paid in settlement of or 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 the fact that such person is or was a director or officer of the Company Subsidiaries or any of its subsidiariespredecessor thereof, whether pertaining to any matter existing or occurring at or prior to the Effective Time and whether asserted or claimed prior to, or at or after, after the Effective Time ("Indemnified Liabilities")Time, including, without limitation, all Indemnified Liabilities based in whole or in part on, or arising in whole or in part out of, or pertaining to this Agreement or the transactions contemplated hereby, in each case to the fullest extent a corporation is permitted under the BCA DGCL for officers and directors of Delaware corporations. To the extent permitted under the DGCL, but subject to indemnify its own directors the terms, conditions and limitations of the Company Certificate of Incorporation, the Company Bylaws and the Indemnification Agreements, each Company Indemnified Party will be entitled to advancement of expenses in connection with matters for which such Company Indemnified Party is eligible to be indemnified pursuant to this Section 5.3(a) from either the Buyer or officersthe Surviving Corporation promptly after receipt by the Buyer or the Surviving Corporation from the Company Indemnified Party of a request therefor, as subject to the case may be; provided, however, -------- ------- that all right execution by such Company Indemnified Party of appropriate undertakings to indemnification in respect of any claim asserted or made within repay such period shall continue until the disposition of such claim. In the event of an Indemnified Liability, (i) Acquiror shall pay the reasonable fees advanced costs and expenses of counsel selected by the Indemnified Parties, which counsel shall be reasonably satisfactory to Acquiror, promptly after statements therefor are received and otherwise advance to if such Company Indemnified Party upon request reimbursement of documented expenses reasonably incurred, in either case to the extent is ultimately determined not prohibited by the BCA and upon receipt of any affirmation and undertaking required by the BCA, (ii) Acquiror will cooperate in the defense of any such matter and (iii) any determination required entitled to be made with respect to whether an Indemnified Party's conduct complies with the standards set forth under the BCA shall be made by independent counsel mutually acceptable to Acquiror indemnified for such advanced costs and the Indemnified Party; provided, however, that -------- ------- Acquiror shall not be liable for any settlement effected without its written consent (which consent shall not be reasonably withheld). The Indemnified Parties as a group may retain only one law firm with respect to each related matter except to the extent there is, in the opinion of counsel to an Indemnified Party, under applicable standards of professional conduct, a conflict on any significant issue between positions of any two or more Indemnified Partiesexpenses.

Indemnification of Directors and Officers. (a) From and after the Effective Time and for a period of six years thereafterTime, the Surviving Corporation Company shall indemnifycomply with all of its obligations and shall cause the Company Subsidiaries to comply with their respective obligations, defend in each case, under the Company Memorandum and Articles or the memorandum and articles of associations of the Company Subsidiaries or similar constitutional documents or any indemnity agreements between the Company or any Company Subsidiary and any Indemnified Party (as defined below) to indemnify and hold harmless each person individual who is nowat the Effective Time is, or has been at any time prior to the date hereof Effective Time was, a director or who becomes prior to the Effective Time, an officer or director of the Company or any of its subsidiaries and each Company Subsidiary (collectively, the "“Indemnified Parties"”) against any and all losses, claims, damages, costs, costs or expenses (including attorneys' ’ fees and expenses), judgments, fines, losses, claims, settlements, damages or liabilities or judgments or amounts that are paid in settlement of or incurred in connection with any threatened Action, whether civil, criminal, administrative or actual claiminvestigative, action, suit, proceeding or investigation based in whole or in part on or arising in whole or in part out of the fact that or pertaining to such person is or was Indemnified Party’s service as a director or officer of the Company or any of its subsidiaries, whether pertaining to any matter existing or occurring Company Subsidiary at or prior to the Effective Time and Time, whether asserted or claimed prior to, or at or after, after the Effective Time ("Indemnified Liabilities")Time, including, without limitation, all Indemnified Liabilities based in whole or in part on, or arising in whole or in part out of, or pertaining to this Agreement or for the transactions contemplated herebyavoidance of doubt, in each case to the fullest extent a corporation is permitted under the BCA to indemnify its own directors or officers, as the case may be; provided, however, -------- ------- that all right to indemnification in respect of any claim asserted or made within such period shall continue until the disposition of such claim. In the event of an Indemnified Liability, connection with (i) Acquiror shall pay the reasonable fees Transactions and expenses of counsel selected by the Indemnified Parties, which counsel shall be reasonably satisfactory to Acquiror, promptly after statements therefor are received and otherwise advance to such Indemnified Party upon request reimbursement of documented expenses reasonably incurred, in either case to the extent not prohibited by the BCA and upon receipt of any affirmation and undertaking required by the BCA, (ii) Acquiror will cooperate in the defense actions to enforce this provision or any other indemnification or advancement right of any such matter and (iii) any determination required to be made with respect to whether an Indemnified Party's conduct complies with the standards set forth under the BCA shall be made by independent counsel mutually acceptable to Acquiror and the Indemnified Party; provided, however, that -------- ------- Acquiror such indemnification shall not be liable for subject to any settlement effected without its written consent (which consent shall not be reasonably withheld)limitation imposed from time to time under applicable Law. The Indemnified Parties as a group may retain only one law firm memorandum and articles of association of the Surviving Company shall contain provisions no less favorable with respect to each related matter except to the extent there is, exculpation and indemnification than are set forth in the opinion Company Memorandum and Articles as in effect on the date hereof, and Parent shall cause such provisions not to be amended, repealed or otherwise modified for a period of counsel to an Indemnified Party, under applicable standards six (6) years from the Effective Time in any manner that would affect adversely the rights thereunder of professional conduct, a conflict on any significant issue between positions of any two or more the Indemnified Parties, unless such modification shall be required by applicable Law.

Indemnification of Directors and Officers. (a) From The Certificate of Incorporation and after Bylaws of Truli following the Effective Time will contain provisions with respect to exculpation and indemnification and shall not be amended, repealed or otherwise modified for a period of six years thereafterafter the Effective Time in any manner that would adversely affect the rights thereunder of individuals who following the Effective Time are directors, the Surviving Corporation shall indemnifyofficers, defend employees or agents of Truli unless such modification is required by Law. In addition, from and hold harmless each person who is now, or has been at any time prior to the date hereof or who becomes prior to after the Effective Time, an officer or director of the Company or any of Truli shall, and shall cause its subsidiaries (the "Indemnified Parties") against all lossesSubsidiaries to, claims, damages, costs, advance expenses (including attorneys' reasonable legal fees and expenses), liabilities or judgments or amounts that are paid ) incurred in settlement the defense of or 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 the fact that such person is or was a director or officer of the Company or any of its subsidiaries, whether pertaining with respect to any matter existing or occurring at or matters subject to indemnification pursuant to this Section 5.1 pursuant to the procedures set forth, and to the fullest extent provided in the Certificate of Incorporation and Bylaws in effect immediately prior to the Effective Time and whether asserted or claimed prior to, or at or after, the Effective Time ("Indemnified Liabilities"), including, without limitation, all Indemnified Liabilities based in whole or in part on, or arising in whole or in part out of, or pertaining to this Agreement or the transactions contemplated hereby, in each case to the fullest extent a corporation is permitted under the BCA to indemnify its own directors or officers, as the case may beexisting indemnification agreements; provided, however, -------- ------- that, prior to any such advance, any Indemnified Party to whom expenses are advanced shall sign a written undertaking to repay such advanced expenses as soon as reasonably practicable if it is ultimately determined that all right to indemnification in respect of any claim asserted or made within such period shall continue until the disposition of such claim. In the event of an Indemnified Liability, (i) Acquiror shall pay the reasonable fees and expenses of counsel selected by the Indemnified Parties, which counsel shall be reasonably satisfactory to Acquiror, promptly after statements therefor are received and otherwise advance to such Indemnified Party upon request reimbursement of documented expenses reasonably incurredis not entitled to indemnification or advancement. Further, in either case from and after the Effective Time, Truli shall not, and shall cause its Subsidiaries not to, settle, compromise or consent to the extent not prohibited by the BCA and upon receipt entry of any affirmation judgment in any proceeding or threatened action, suit, proceeding, investigation or claim, with respect to any matter arising out of, relating to, or in connection with any acts or omissions occurring or alleged to have occurred prior to the Effective Time (with respect to which indemnification could be sought by such Indemnified Party under the DGCL, the indemnification provisions in Truli’s Certificate of Incorporation and undertaking required by Bylaws in effect immediately prior to the BCAEffective Time or any indemnification agreement), (ii) Acquiror will brought against any Indemnified Party, unless such settlement, compromise or consent includes an unconditional release of such Indemnified Party from all liability arising out of such action, suit, proceeding, investigation or claim or such Indemnified Party otherwise consents in writing and Truli shall, and shall cause its Subsidiaries to, cooperate in the defense of any such matter and (iii) any determination required to be made with respect to whether an Indemnified Party's conduct complies with the standards set forth under the BCA shall be made by independent counsel mutually acceptable to Acquiror and the Indemnified Party; provided, however, that -------- ------- Acquiror shall not be liable for any settlement effected without its written consent (which consent shall not be reasonably withheld). The Indemnified Parties as a group may retain only one law firm with respect to each related matter except to the extent there is, in the opinion of counsel to an Indemnified Party, under applicable standards of professional conduct, a conflict on any significant issue between positions of any two or more Indemnified Partiesmatter.

Indemnification of Directors and Officers. (a) Section 6.9.1 From and after the Effective Time until six (6) years from the Effective Time, unless otherwise required by Law, the certificate of incorporation and for a period by-laws of the Surviving Corporation and the comparable organizational documents of its Subsidiaries shall contain provisions no less favorable with respect to the elimination of liability of directors and indemnification of directors, officers, employees and agents in office on or prior to the date hereof than are set forth in the Company Certificate and the Company By-laws (or the equivalent documents of the relevant Company Subsidiary) as in effect on the date hereof; provided, however, that in the event any claim or claims are asserted against any individual entitled to the protections of such provisions within such six years thereafter(6) year period, such provisions shall not be modified until the final disposition of any such claims. Section 6.9.2 From and after the Effective Time, the Surviving Corporation shall indemnify, defend indemnify and hold harmless each person who is nowharmless, or has been at any time prior to the date hereof or who becomes prior fullest extent permitted under applicable Law and, without limiting the foregoing, as required pursuant to the Effective Time, an officer or director any indemnity agreements of the Company or any Company Subsidiary, each present and former director and officer of its subsidiaries the Company and each Company Subsidiary (collectively, the "“Indemnified Parties"”) against all losses, claims, damages, costs, any costs or expenses (including attorneys' ’ fees and expenses), judgments, fines, losses, claims, settlements, damages or liabilities or judgments or amounts that are paid in settlement of or incurred in connection with any threatened or actual claim, action, suit, proceeding or investigation based in whole investigation, whether civil, criminal, administrative or in part on or investigative, arising in whole or in part out of the fact that or pertaining to such person is or was Indemnified Party’s service as a director or officer of the Company or any Company Subsidiary or services performed by such Person at the request of its subsidiariesthe Company or any Company Subsidiary, whether pertaining to including (i) any matter and all matters pending, existing or occurring at or prior to the Effective Time and Time, whether asserted or claimed prior to, or at or after, after the Effective Time Time, and ("Indemnified Liabilities"), including, without limitation, all Indemnified Liabilities based in whole or in part on, or ii) any claim arising in whole or in part out of, or pertaining to this Agreement or from the transactions contemplated herebyherein, and any actions taken by Parent and/or Merger Sub with respect thereto (including any disposition of assets of the Surviving Corporation or any of its Subsidiaries which is alleged to have rendered the Surviving Corporation and/or any of its Subsidiaries insolvent). Without limiting the foregoing, the Surviving Corporation shall also advance costs and expenses (including attorneys’ fees) as incurred by any Indemnified Party within fifteen (15) days after receipt by Parent of a written request for such advance to the fullest extent permitted under applicable Law; provided that the Person to whom expenses are advanced provides an undertaking in customary form, consistent with the practices of the Company prior to the Effective Time, to repay such advances if it is ultimately determined that such Person is not entitled to indemnification (it being understood and agreed that the Surviving Corporation shall not require the posting of any bond or any other security for such undertaking). Section 6.9.3 Prior to the Effective Time, the Company shall and, if the Company is unable to, Parent shall cause the Surviving Corporation as of the Effective Time, to obtain and fully pay the premium for the extension of (i) the directors’ and officers’ liability coverage of the Company’s existing directors’ and officers’ insurance policies, and (ii) the Company’s existing fiduciary liability insurance policies, in each case to the fullest extent for a corporation is permitted under the BCA to indemnify its own directors claims reporting or officers, as the case may be; provided, however, -------- ------- that all right to indemnification in respect discovery period of any claim asserted or made within such period shall continue until the disposition of such claim. In the event of an Indemnified Liability, at least six (i6) Acquiror shall pay the reasonable fees and expenses of counsel selected by the Indemnified Parties, which counsel shall be reasonably satisfactory to Acquiror, promptly after statements therefor are received and otherwise advance to such Indemnified Party upon request reimbursement of documented expenses reasonably incurred, in either case to the extent not prohibited by the BCA and upon receipt of any affirmation and undertaking required by the BCA, (ii) Acquiror will cooperate in the defense of any such matter and (iii) any determination required to be made with respect to whether an Indemnified Party's conduct complies with the standards set forth under the BCA shall be made by independent counsel mutually acceptable to Acquiror and the Indemnified Party; provided, however, that -------- ------- Acquiror shall not be liable for any settlement effected without its written consent (which consent shall not be reasonably withheld). The Indemnified Parties as a group may retain only one law firm with respect to each related matter except to the extent there is, in the opinion of counsel to an Indemnified Party, under applicable standards of professional conduct, a conflict on any significant issue between positions of any two or more Indemnified Parties.years from and

Indemnification of Directors and Officers. (a) From and after the Effective Time Closing Date, the Surviving Corporation shall, and shall cause its Subsidiaries to, to the fullest extent permitted under applicable law and their respective Organizational Documents as in effect on the date hereof, maintain their existing indemnification provisions with respect to, and indemnify and hold harmless, each present and former director and officer of the Company and its Subsidiaries (collectively, the “Indemnified Parties”) against any and all 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, and all reasonable costs or expenses (including travel expenses and attorneys’, accountants’, experts’ and consultants’ fees and expenses) incurred or paid in connection therewith, for a period of six years thereafterafter the Closing Date; provided that if any claim or claims are asserted or made within such six-year period, the all rights to indemnification in respect of any such claim or claims shall continue until disposition of any and all such claims. The Surviving Corporation shall indemnifyadvance reasonable expenses to an Indemnified Party, defend and hold harmless each person who is nowas incurred, or has been at any time prior to the date hereof 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 non–appealable order or who becomes prior decree that such Indemnified Party is not entitled to indemnification. In the Effective Time, an officer or director event of the Company or any of its subsidiaries (the "Indemnified Parties") against all losses, claims, damages, costs, expenses (including attorneys' fees and expenses), liabilities or judgments or amounts that are paid in settlement of or in connection with any threatened or actual such claim, action, suit, proceeding or investigation based in whole (whether arising before or in part on or arising in whole or in part out of after the fact that such person is or was a director or officer of the Company or any of its subsidiaries, whether pertaining to any matter existing or occurring at or prior to the Effective Time and whether asserted or claimed prior to, or at or after, the Effective Time ("Indemnified Liabilities"Closing Date), including, without limitation, all Indemnified Liabilities based in whole or in part on, or arising in whole or in part out of, or pertaining to this Agreement or the transactions contemplated hereby, in each case to the fullest extent a corporation is permitted under the BCA to indemnify its own directors or officers, as the case may be; provided, however, -------- ------- that all right to indemnification in respect of any claim asserted or made within such period shall continue until the disposition of such claim. In the event of an Indemnified Liability, (i) Acquiror shall pay the reasonable fees and expenses of counsel selected by the Indemnified Parties, which counsel Parties shall be reasonably satisfactory to Acquiror, promptly after statements therefor are received and otherwise advance to such Indemnified Party upon request reimbursement of documented expenses reasonably incurred, in either case to notify the extent not prohibited by the BCA and upon receipt of any affirmation and undertaking required by the BCASurviving Corporation thereof, (ii) Acquiror will cooperate in any counsel retained by the defense Indemnified Parties for any period after the Closing Date shall be subject to the consent of any such matter and the Surviving Corporation (which consent shall not be unreasonably withheld), (iii) the Surviving Corporation 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 determination other Indemnified Party or (y) local counsel, in addition to such other counsel, is required to be made with respect to whether an Indemnified Party's conduct complies with effectively defend against such action or proceedings, and (iv) the standards set forth under the BCA shall be made by independent counsel mutually acceptable to Acquiror and the Indemnified Party; provided, however, that -------- ------- Acquiror Surviving Corporation shall not be liable for any settlement effected without its written consent (which consent shall not be reasonably unreasonably withheld). The Surviving Corporation shall not have any obligation hereunder to any Indemnified Parties as Party when and if it shall be determined by a group may retain only one law firm with respect to each related matter except to court of competent jurisdiction in a final non-appealable order or decree that the extent there is, indemnification of such Indemnified Party in the opinion of counsel to an Indemnified Party, under manner contemplated hereby is prohibited by applicable standards of professional conduct, a conflict on any significant issue between positions of any two or more Indemnified Partieslaw.

Indemnification of Directors and Officers. (a) From and after After the Effective Time and for a period of six years thereafterTime, Parent will cause the Surviving Corporation shall indemnify, defend to indemnify and hold harmless each person who is now, or has been at any time prior to the date hereof of this Agreement or who becomes prior to the Effective Time, an officer officer, director or director employee of the Company or any of its subsidiaries Subsidiaries (the "Indemnified PartiesCOMPANY INDEMNIFIED PARTIES") against all losses, claims, damages, costs, expenses (including attorneys' fees and expenses), liabilities or judgments or amounts that are paid in settlement settlement, in each case to the extent actually and reasonably incurred with the approval of the indemnifying party, which approval shall not be unreasonably withheld (the "COMPANY INDEMNIFIED LIABILITIES") of or 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 by reason of the fact that such person is or was a director director, officer or officer employee of the Company or any of its subsidiariesSubsidiaries, whether pertaining to any matter existing or occurring at or prior to the Effective Time and whether asserted or claimed prior to, or at or after, after the Effective Time ("Indemnified Liabilities"), including, without limitation, and all Company Indemnified Liabilities based in whole or in part on, or primarily arising in whole or in part out of, or pertaining primarily relating to this Agreement or the transactions contemplated hereby (to the extent that such losses, claims, damages, costs, expenses, liabilities or judgments or amounts arose from or are related directly to this Agreement or the transactions contemplated hereby), in each case to the fullest full extent a corporation is permitted under the BCA by law to indemnify its own directors directors, officers and employees (the "COMPANY INDEMNIFIED PROCEEDINGS"). In the event any Company Indemnified Party is or officersbecomes involved in any Company Indemnified Proceeding, as Parent shall, or shall cause the case Surviving Corporation to, pay expenses in advance of the final disposition of any such Company Indemnified Proceeding to each Company Indemnified Party to the full extent permitted by law upon receipt of any undertaking contemplated by Section 145 of Delaware Law. Without limiting the foregoing, in the event any such Company Indemnified Proceeding is brought against any Company Indemnified Party, (i) the Company Indemnified Parties may be; retain counsel of their choosing, provided, however, -------- ------- that all right such counsel is reasonably satisfactory to indemnification in respect of any claim asserted or made within such period shall continue until Parent and the disposition of such claim. In the event of an Indemnified LiabilitySurviving Corporation, (iii) Acquiror Parent shall, or shall cause the Surviving Corporation to, pay the all reasonable and documented fees and expenses of such counsel selected by for the Company Indemnified Parties, which counsel shall be reasonably satisfactory to Acquiror, Parties promptly after as statements therefor are received received, and otherwise advance (iii) Parent and the Surviving Corporation will use all reasonable efforts to such Indemnified Party upon request reimbursement of documented expenses reasonably incurred, in either case to the extent not prohibited by the BCA and upon receipt of any affirmation and undertaking required by the BCA, (ii) Acquiror will cooperate assist in the vigorous defense of any such matter and (iii) any determination required to be made with respect to whether an Indemnified Party's conduct complies with the standards set forth under the BCA shall be made by independent counsel mutually acceptable to Acquiror and the Indemnified Partymatter; provided, however, that -------- ------- Acquiror neither Parent nor the Surviving Corporation shall not be liable for any settlement of any claim effected without its written consent (consent, which consent shall not be reasonably unreasonably withheld). The Any Company Indemnified Parties as a group may retain only one law firm with respect Party wishing to each related matter except to the extent there is, in the opinion of counsel to an Indemnified Party, claim indemnification under applicable standards of professional conduct, a conflict on any significant issue between positions of any two or more Indemnified Parties.this

Indemnification of Directors and Officers. (a) From To the extent, if any, not provided by an existing right of indemnification or other agreement or policy, from and after the Effective Time and for a period of six years thereafterTime, the Surviving Corporation shall shall, to the fullest extent permitted by applicable law, indemnify, defend and hold harmless AGREEMENT AND PLAN OF MERGER -45- each person who is now, or has been at any time prior to the date hereof hereof, or who becomes prior to the Effective Time, an officer or director of the Company or any of its subsidiaries Subsidiaries (each an "Indemnified Party" and collectively, the "Indemnified Parties") against (i) all losses, claims, damages, costs, expenses (including attorneys' reasonable attorney's fees and expenses), claims, damages or liabilities or judgments or or, subject to the proviso of the next succeeding sentence, amounts that are paid in settlement settlement, arising out of actions or in connection with any threatened omissions occurring at or actual claimprior to, actionat or after the Effective Time (and whether asserted or claimed prior to, suitat or after the Effective Time) that are, proceeding or investigation based in whole or in part part, based on or arising in whole or in part out of the fact that such person is or was a director or officer of such party (the Company or any of its subsidiaries, whether pertaining to any matter existing or occurring at or prior to the Effective Time and whether asserted or claimed prior to, or at or after, the Effective Time ("Indemnified Liabilities"), including, without limitation, and (ii) all Indemnified Liabilities to the extent they are based in whole on or in part on, arise out of or arising in whole or in part out of, or pertaining pertain to this Agreement or the transactions contemplated hereby, in each case to the fullest extent a corporation is permitted under the BCA to indemnify its own directors or officers, as the case may be; provided, however, -------- ------- that all right to indemnification in respect of any claim asserted or made within such period shall continue until the disposition of such claimby this Agreement. In the event of an Indemnified Liabilityany such loss, expense, claim, damage or liability arising before the Effective Time, (i) Acquiror the Surviving Corporation shall pay the reasonable fees and expenses of counsel selected by the Indemnified Parties, which counsel shall be reasonably satisfactory to Acquirorthe Surviving Corporation, promptly after statements therefor are received and otherwise advance to such Indemnified Party upon request reimbursement of documented expenses reasonably incurred, in either case to the extent not prohibited by the BCA and upon receipt of any affirmation and undertaking required by the BCAGCL, (ii) Acquiror the Parent and the Surviving Corporation will cooperate in the defense of any such matter and (iii) any determination required to be made with respect to whether an Indemnified Party's conduct complies with the standards set forth under the BCA GCL and the certificate of incorporation or by-laws of the Surviving Corporation shall be made by independent counsel mutually acceptable to Acquiror the Parent and the Indemnified Party; provided, however, that -------- ------- Acquiror the Parent and the Surviving Corporation shall not be liable for any settlement effected affected without its their written consent (which consent shall not be reasonably unreasonably withheld). The Indemnified Parties as a group may retain only one law firm with respect to each related matter except to the extent there is, in the opinion of counsel to an Indemnified Party, under applicable standards of professional conduct, a conflict on any significant issue between positions of such Indemnified Party and any two other Indemnified Party or more Indemnified Parties.

Indemnification of Directors and Officers. (a) From and after the Effective Time Closing Date, Parent shall, and shall cause the Surviving Corporation and its Subsidiaries to, 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 the Company and its 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 for a period of six years thereafterafter 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. Parent shall, or shall cause the Surviving Corporation shall indemnifyto, defend and hold harmless each person who is nowadvance expenses to an Indemnified Party, or has been at any time prior as incurred, to the date hereof 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 non –appealable order or who becomes prior decree that such Indemnified Party is not entitled to indemnification. In the Effective Time, an officer or director event of the Company or any of its subsidiaries (the "Indemnified Parties") against all losses, claims, damages, costs, expenses (including attorneys' fees and expenses), liabilities or judgments or amounts that are paid in settlement of or in connection with any threatened or actual such claim, action, suit, proceeding or investigation based in whole (whether arising before or in part on or arising in whole or in part out of after the fact that such person is or was a director or officer of the Company or any of its subsidiaries, whether pertaining to any matter existing or occurring at or prior to the Effective Time and whether asserted or claimed prior to, or at or after, the Effective Time ("Indemnified Liabilities"Closing Date), including, without limitation, all Indemnified Liabilities based in whole or in part on, or arising in whole or in part out of, or pertaining to this Agreement or the transactions contemplated hereby, in each case to the fullest extent a corporation is permitted under the BCA to indemnify its own directors or officers, as the case may be; provided, however, -------- ------- that all right to indemnification in respect of any claim asserted or made within such period shall continue until the disposition of such claim. In the event of an Indemnified Liability, (i) Acquiror shall pay the reasonable fees and expenses of counsel selected by the Indemnified Parties, which counsel Parties shall be reasonably satisfactory to Acquiror, promptly after statements therefor are received notify Parent and otherwise advance to such Indemnified Party upon request reimbursement of documented expenses reasonably incurred, in either case to the extent not prohibited by the BCA and upon receipt of any affirmation and undertaking required by the BCASurviving Corporation thereof, (ii) Acquiror will cooperate in any counsel retained by the defense Indemnified Parties for any period after the Closing Date shall be subject to the consent of any such matter Parent and the Surviving Corporation (which consent shall not be unreasonably withheld), (iii) none of Parent and the Surviving Corporation shall be obligated to pay for more than one firm of counsel for all Indemnified Parties, except to the extent that (x) an Indemnified Party has been advised by counsel that there are conflicting interests between it and any determination other Indemnified Party or (y) local counsel, in addition to such other counsel, is required to be made with respect to whether an Indemnified Party's conduct complies with the standards set forth under the BCA shall be made by independent counsel mutually acceptable to Acquiror effectively defend against such action or proceedings, and (iv) none of Parent and the Indemnified Party; provided, however, that -------- ------- Acquiror Surviving Corporation shall not be liable for any settlement effected without its written consent (which consent consent. None of Parent and the Surviving Corporation shall not have any obligation hereunder to any Indemnified Party when and if it shall be reasonably withheld). The determined by a court of competent jurisdiction in a final non-appealable order or decree that the indemnification of such Indemnified Parties as a group may retain only one law firm with respect to each related matter except to the extent there is, Party in the opinion of counsel to an Indemnified Party, under manner contemplated hereby is prohibited by applicable standards of professional conduct, a conflict on any significant issue between positions of any two or more Indemnified Partieslaw.

Indemnification of Directors and Officers. (a) From The indemnification, advancement and after exculpation provisions of the indemnification agreements by and among the Company and its current and former directors and officers as in effect at the Effective Time shall survive the Merger and shall not be amended, repealed or otherwise modified for a period of six years thereafter, from the Effective Time in any manner. The Surviving Company and its Subsidiaries shall (and Parent shall cause the Surviving Corporation shall indemnifyCompany and its Subsidiaries to), defend and hold harmless each person who is now, or has been at any time prior to the date hereof or who becomes prior to for six years after the Effective Time, an officer 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 director comparable organizational documents of 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 its subsidiaries (the "Indemnified Parties") against all losses, claims, damages, costs, expenses (including attorneys' fees Company Subsidiaries and expenses), liabilities any of their respective current or judgments or amounts that are paid in settlement of or in connection with former directors and officers and 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 the fact that such person is or was who becomes a director or officer of the Company or any of its subsidiariesthe Company Subsidiaries prior to the Effective Time (the individuals entitled to indemnification, whether pertaining exculpation and/or advancement of expenses under the foregoing (i) and (ii), the “Indemnified Parties”) arising out of or relating to any matter existing actions or omissions in their capacity as such occurring at or prior to the Effective Time Time, including in connection with the consideration, negotiation and whether asserted or claimed prior toapproval of this Agreement and the transactions contemplated hereunder. In addition, or during the period commencing at or after, 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 Liabilities")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, includingand during such six year period, without limitationsuch provisions shall not be amended, all Indemnified Liabilities based in whole or in part onrepealed, or arising otherwise modified in whole or in part out of, or pertaining to this Agreement or any manner that would affect adversely the transactions contemplated hereby, in each case to the fullest extent a corporation is permitted under the BCA to indemnify its own directors or officers, as the case may be; provided, however, -------- ------- that all right to indemnification in respect rights thereunder of any claim asserted or made within such period shall continue until the disposition of such claim. In the event of an Indemnified Liability, (i) Acquiror shall pay the reasonable fees and expenses of counsel selected by the Indemnified Parties, which counsel shall be reasonably satisfactory to Acquiror, promptly after statements therefor are received and otherwise advance to such Indemnified Party upon request reimbursement of documented expenses reasonably incurred, in either case to the extent not prohibited by the BCA and upon receipt of any affirmation and undertaking except as required by the BCA, (ii) Acquiror will cooperate in the defense of any such matter and (iii) any determination required to be made with respect to whether an Indemnified Party's conduct complies with the standards set forth under the BCA shall be made by independent counsel mutually acceptable to Acquiror and the Indemnified Party; provided, however, that -------- ------- Acquiror shall not be liable for any settlement effected without its written consent (which consent shall not be reasonably withheld). The Indemnified Parties as a group may retain only one law firm with respect to each related matter except to the extent there is, in the opinion of counsel to an Indemnified Party, under applicable standards of professional conduct, a conflict on any significant issue between positions of any two or more Indemnified PartiesLaw.

Indemnification of Directors and Officers. (a) From and after the Effective Time and for a period of six years thereafterClosing Date, the Surviving Corporation Company, its Subsidiaries and their successors shall indemnify, defend and hold harmless each person who is now, or has been at any time prior to the date hereof or who becomes prior to the Effective TimeClosing Date, an each current or former officer or director of the Company or any of its subsidiaries Subsidiaries (the "Indemnified Covered Parties") against all losses, claims, damages, costs, expenses (including reasonable attorneys' fees and expenses), liabilities or judgments or amounts that are paid in settlement with the approval of the indemnifying party (which approval shall not be unreasonably withheld or delayed) incurred in connection with any threatened or actual claim, action, suit, proceeding or investigation Action based in whole or in part on or arising in whole or in part out of the fact that such person is or was a director or officer of the Company or any of its subsidiaries, whether pertaining to any matter existing or occurring at or prior to the Effective Time and whether asserted or claimed prior to, or at or after, the Effective Time ("Indemnified Liabilities"), including, without limitation, including all Indemnified Liabilities based in whole or in part on, or arising in whole or in part out of, or pertaining to this Agreement or the transactions contemplated hereby, in each case case, to the fullest full extent that a corporation is permitted under the BCA Applicable Laws to indemnify its own directors or officers, as the case may be; provided, however, -------- ------- that all right to indemnification in respect of any claim asserted or made within such period shall continue until the disposition of such claim. In the event any such Action is brought against any Covered Party, the indemnifying party shall assume and direct all aspects of an Indemnified Liabilitythe defense thereof, (i) Acquiror including settlement, and the Covered Party shall pay cooperate in the reasonable fees and expenses of counsel selected by the Indemnified Parties, which counsel shall be reasonably satisfactory to Acquiror, promptly after statements therefor are received and otherwise advance to such Indemnified Party upon request reimbursement of documented expenses reasonably incurred, in either case to the extent not prohibited by the BCA and upon receipt vigorous defense of any affirmation and undertaking required by the BCA, such matter. The Covered Party shall have a right to participate in (iibut not control) Acquiror will cooperate in the defense of any such matter with its own counsel and at its own expense. Notwithstanding the right of the indemnifying party to assume and control the defense of Action, the Covered Parties shall have the right to employ one separate counsel and to participate in the defense of such Action, and the indemnifying party shall bear the reasonable fees, costs and expenses of such separate counsel and shall advance such fees, costs and expenses promptly if (iiii) the use of counsel chosen by the indemnifying party to represent such Covered Party would present such counsel with a conflict of interest, or (ii) the defendants in, or targets of, any determination required such Action shall have been advised by counsel that there may be legal defenses available to it or to other Covered Parties which are different from or in addition to those available to the indemnifying party. The indemnifying party shall not settle any such matter unless (i) the Covered Party gives prior written consent, which shall not be made unreasonably withheld or delayed, or (ii) the terms of the settlement provide that the Covered Party shall have no responsibility for the discharge of any settlement amount and impose no other obligations or duties on the Covered Party and the settlement discharges all rights against Covered Party with respect to whether an Indemnified Party's conduct complies with such matter. In no event shall the standards set forth under the BCA shall be made by independent counsel mutually acceptable to Acquiror and the Indemnified Party; provided, however, that -------- ------- Acquiror shall not indemnifying party be liable for any settlement effected without its prior written consent consent. Any Covered Party wishing to claim indemnification under this Section 5.5(a), upon learning of any such Action, shall promptly notify the Purchaser and the Company (which consent but the failure so to notify shall not be reasonably withheldrelieve the indemnifying party from any liability which it may have under this Section 5.5(a) except to the extent such failure materially prejudices such indemnifying party), and shall deliver to the Purchaser and the Company the undertaking contemplated by Section 145(e) of the DGCL (as if such Section were applicable). The Indemnified Covered Parties as a group may retain only one will be represented by a single law firm (plus no more than one local counsel in any jurisdiction) with respect to each related such matter except to the extent unless there is, in the opinion of counsel to an Indemnified Party, under applicable standards of professional conduct, a conflict on any significant issue between the positions of any two or more Indemnified Covered Parties. The rights to indemnification under this Section 5.5(a) shall continue in full force and effect for a period of six years from the Closing Date.

Indemnification of Directors and Officers. (a) From and after the Effective Time and for a period of six years thereafterTime, the Surviving Corporation shall indemnify, defend indemnify and hold harmless each person who is nowharmless, or has been at any time prior to the date hereof or who becomes prior fullest extent required by the Company Articles of Incorporation and Company By-Laws and, without limiting the foregoing, as required pursuant to the Effective Time, an officer or director any indemnity agreements of the Company or any Company Subsidiary in effect on the date hereof, each present and former director and officer of its subsidiaries the Company and each Company Subsidiary (collectively, the "Indemnified Parties") against all losses, claims, damages, costs, any costs or expenses (including attorneys' fees and expenses), judgments, fines, losses, claims, settlements, damages or liabilities or judgments or amounts that are paid in settlement of or incurred in connection with any threatened Action, whether civil, criminal, administrative or actual claiminvestigative, action, suit, proceeding or investigation based in whole or in part on or arising in whole or in part out of the fact that or pertaining to such person is or was Indemnified Party's service as a director or officer of the Company or any Company Subsidiary or services performed by such Person at the request of its subsidiariesthe Company or any Company Subsidiary, whether pertaining to including (i) any matter and all matters pending, existing or occurring at or prior to the Effective Time and Time, whether asserted or claimed prior to, or at or after, after the Effective Time Time, and ("Indemnified Liabilities"), including, without limitation, all Indemnified Liabilities based in whole or in part on, or ii) any claim arising in whole or in part out of, or pertaining to this Agreement or from the transactions contemplated herebyherein, in each case to the fullest extent a corporation is permitted under the BCA to indemnify its own directors or officers, as the case may be; provided, however, -------- ------- that all right to indemnification in and any actions taken by Parent and/or Merger Sub with respect of thereto (including any claim asserted or made within such period shall continue until the disposition of such claimassets of the Surviving Corporation or any of its Subsidiaries which is alleged to have rendered the Surviving Corporation and/or any of its Subsidiaries insolvent). In the event of an Indemnified Liability, Out-of-pocket expenses (i) Acquiror shall pay the reasonable including attorneys' fees and expenses of counsel selected expenses) actually incurred by the Indemnified Parties, which counsel shall be reasonably satisfactory to Acquiror, promptly after statements therefor are received and otherwise advance to such any Indemnified Party upon request reimbursement of documented expenses reasonably incurred, in either case to the extent not prohibited by the BCA and upon receipt of any affirmation and undertaking required by the BCA, (ii) Acquiror will cooperate in connection with the defense of any such matter and (iii) any determination required to Action for which indemnification may be made with respect to whether an Indemnified Party's conduct complies with the standards set forth under the BCA shall be made available hereunder shall, if requested by independent counsel mutually acceptable to Acquiror and the Indemnified Party; provided, however, that -------- ------- Acquiror shall not be liable paid by the Surviving Corporation in advance of the final disposition of such Action (and in any event within thirty (30) days of request for any settlement effected without its written consent (which consent shall not be reasonably withheld). The Indemnified Parties as a group may retain only one law firm with respect to each related matter except to the extent there is, in the opinion of counsel to an reimbursement by such Indemnified Party, under applicable standards ) upon receipt of professional conduct, a conflict on any significant issue between positions of any two or more an irrevocable undertaking by the Indemnified PartiesParty to repay such amount if it shall ultimately be determined that such Indemnified Party is not entitled to be indemnified by the Surviving Corporation.

Indemnification of Directors and Officers. (a) From and after the Effective Time and for a period of six years thereafterClosing Date, Parent shall cause the Surviving Corporation shall indemnifyand its Subsidiaries to, defend 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 harmless, each person who is now, or has been at any time prior to the date hereof or who becomes prior to the Effective Time, an present and former director and officer or director of the Company or any of and its subsidiaries Subsidiaries (collectively, the "Indemnified Parties") against any and all reasonable costs or expenses (including reasonable travel expenses and reasonable attorneys' fees), and any and all judgments, fines, losses, claims, damages, costs, expenses (including attorneys' fees liabilities and expenses), liabilities or judgments or amounts that are paid in defense or settlement of or otherwise in connection with any threatened claim, action, suit, proceeding or actual 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 for a period of six years after the Closing Date; provided that if any claim or claims are asserted or made within such six-year period, all rights to indemnification in respect of any such claim or claims shall continue until disposition of any and all such claims. Parent shall, or shall cause the Surviving Corporation 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 non-appealable order or decree that such Indemnified Party is not entitled to indemnification. In the event of any such claim, action, suit, proceeding or investigation based in whole (whether arising before or in part on or arising in whole or in part out of after the fact that such person is or was a director or officer of the Company or any of its subsidiaries, whether pertaining to any matter existing or occurring at or prior to the Effective Time and whether asserted or claimed prior to, or at or after, the Effective Time ("Indemnified Liabilities"Closing Date), including, without limitation, all Indemnified Liabilities based in whole or in part on, or arising in whole or in part out of, or pertaining to this Agreement or the transactions contemplated hereby, in each case to the fullest extent a corporation is permitted under the BCA to indemnify its own directors or officers, as the case may be; provided, however, -------- ------- that all right to indemnification in respect of any claim asserted or made within such period shall continue until the disposition of such claim. In the event of an Indemnified Liability, (i) Acquiror shall pay the reasonable fees and expenses of counsel selected by the Indemnified Parties, which counsel Parties shall be reasonably satisfactory to Acquiror, promptly after statements therefor are received notify Parent and otherwise advance to such Indemnified Party upon request reimbursement of documented expenses reasonably incurred, in either case to the extent not prohibited by the BCA and upon receipt of any affirmation and undertaking required by the BCASurviving Corporation thereof, (ii) Acquiror will cooperate in any counsel retained by the defense Indemnified Parties for any period after the Closing Date shall be subject to the consent of any such matter Parent and the Surviving Corporation (which consent shall not be unreasonably withheld), and (iii) any determination required to be made with respect to whether an Indemnified Party's conduct complies with the standards set forth under the BCA shall be made by independent counsel mutually acceptable to Acquiror none of Parent and the Indemnified Party; provided, however, that -------- ------- Acquiror Surviving Corporation shall not be liable for any settlement effected without its written consent (which consent shall not be reasonably unreasonably withheld). The Indemnified Parties as a group may retain only one law firm with respect to each related matter except to the extent there is, in the opinion of counsel to an Indemnified Party, under applicable standards of professional conduct, a conflict on any significant issue between positions of any two or more Indemnified Parties.

Indemnification of Directors and Officers. (a) From To the extent, if any, not provided by an existing right of indemnification or other agreement or policy, from and after the Effective Time and for a period of six years thereafterTime, the Surviving Corporation shall shall, to the fullest extent permitted by applicable law, indemnify, defend and hold harmless each person who is now, or has been at any time prior to the date hereof hereof, or who becomes prior to the Effective Time, an officer or director of the Company or any of its subsidiaries Subsidiaries (each an "Indemnified Party" and collectively, the "Indemnified Parties") against (i) all losses, claims, damages, costs, expenses (including attorneys' reasonable attorney's fees and expenses), claims, damages or liabilities or judgments or or, subject to the proviso of the next succeeding sentence, amounts that are paid in settlement settlement, arising out of actions or in connection with any threatened omissions occurring at or actual claimprior to, actionat or after the Effective Time (and whether asserted or claimed prior to, suitat or after the Effective Time) that are, proceeding or investigation based in whole or in part part, based on or arising in whole or in part out of the fact that such person is or was a director or officer of such party (the Company or any of its subsidiaries, whether pertaining to any matter existing or occurring at or prior to the Effective Time and whether asserted or claimed prior to, or at or after, the Effective Time ("Indemnified Liabilities"), including, without limitation, and (ii) all Indemnified Liabilities to the extent they are based in whole on or in part on, arise out of or arising in whole or in part out of, or pertaining pertain to this Agreement or the transactions contemplated hereby, in each case to the fullest extent a corporation is permitted under the BCA to indemnify its own directors or officers, as the case may be; provided, however, -------- ------- that all right to indemnification in respect of any claim asserted or made within such period shall continue until the disposition of such claimby this Agreement. In the event of an Indemnified Liabilityany such loss, expense, claim, damage or liability arising before the Effective Time, (i) Acquiror the Surviving Corporation shall pay the reasonable fees and expenses of counsel selected by the Indemnified Parties, which counsel shall be reasonably satisfactory to Acquirorthe Surviving Corporation, promptly after statements therefor are received and otherwise advance to such Indemnified Party upon request reimbursement of documented expenses reasonably incurred, in either case to the extent not prohibited by the BCA and upon receipt of any affirmation and undertaking required by the BCAGCL, (ii) Acquiror the Parent and the Surviving Corporation will cooperate in the defense of any such matter and (iii) any determination required to be made with respect to whether an Indemnified Party's conduct complies with the standards set forth under the BCA GCL and the certificate of incorporation or by-laws of the Surviving Corporation shall be made by independent counsel mutually acceptable to Acquiror the Parent and the Indemnified Party; providedPROVIDED, howeverHOWEVER, that -------- ------- Acquiror the Parent and the Surviving Corporation shall not be liable for any settlement effected affected without its their written consent (which consent shall not be reasonably unreasonably withheld). The Indemnified Parties as a group may retain only one law firm with respect to each related matter except to the extent there is, in the opinion of counsel to an Indemnified Party, under applicable standards of professional conduct, a conflict on any significant issue between positions of such Indemnified Party and any two other Indemnified Party or more Indemnified Parties.

Indemnification of Directors and Officers. (a) From and after the Effective Time and for For a period of six years thereafterfrom and after the Effective Time, the Surviving Corporation shall, and Parent shall indemnifycause the Surviving Corporation to, defend indemnify and hold harmless each person who is nowof the Company’s and its Subsidiaries’ respective present or former directors and officers (in each case, or has been at any time prior Table of Contents solely to the date hereof extent acting in such capacity) (each an “Indemnified Person,” and collectively, the “Indemnified Persons”) against all reasonable and documented costs and expenses (including reasonable and documented legal fees and expenses), judgments, fines, losses, claims, damages, liabilities and settlement amounts paid in connection with any pending or who becomes threatened Proceeding (whether arising before or after the Effective Time), whether civil, criminal, administrative or investigative, arising out of or relating to any action or omission in their capacity as an officer, director, employee, fiduciary (including with respect to an employee benefit plan) occurring on or prior to the Effective Time, an officer or director of the Company or any of its subsidiaries (the "Indemnified Parties") against all losses, claims, damages, costs, expenses (including attorneys' fees and expenses), liabilities or judgments or amounts that are paid in settlement of or 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 the fact that such person is or was a director or officer of the Company or any of its subsidiaries, whether pertaining to any matter existing or occurring at or prior to the Effective Time and whether asserted or claimed prior to, or at or after, the Effective Time ("Indemnified Liabilities"), including, without limitation, all Indemnified Liabilities based in whole or in part on, or arising in whole or in part out of, or pertaining relating to this Agreement or and the transactions contemplated herebyTransactions, in each case to the fullest extent a corporation is that the Company would have been permitted under applicable Law or pursuant to any indemnification agreements with the BCA to indemnify Company and any of its own directors or officersSubsidiaries in effect as of the Effective Time (collectively, as the case may be; provided“D&O Indemnification Agreements”). To the fullest extent the Company would have been permitted by applicable Law, howeverthe Surviving Corporation shall, -------- ------- that and Parent shall cause the Surviving Corporation to, pay all right to indemnification expenses (including reasonable and documented legal fees and expenses) of each Indemnified Person in respect the defense of any claim asserted or made within such period shall continue until Proceeding in advance of the final disposition of any such claimProceeding, subject to receipt from the Indemnified Person to whom such expenses are advanced of an undertaking to repay such advances if it is ultimately determined in accordance with applicable Law that such Indemnified Person is not entitled to indemnification. In the event of an any Proceeding is brought against any Indemnified LiabilityPerson and in which indemnification could be sought by such Indemnified Party under this Section 4.8, (i) Acquiror the Surviving Corporation shall have the right, but not the obligation, to control the defense thereof after the Effective Time, (ii) each Indemnified Person shall be entitled to retain his or her own counsel, whether or not the Surviving Corporation shall elect to control the defense of any such Proceeding, (iii) the Surviving Corporation shall pay the reasonable and documented fees and expenses of one counsel selected by the an Indemnified Parties, which counsel shall be Person reasonably satisfactory to Acquiror, promptly after statements therefor are received and otherwise advance by the Surviving Corporation, whether or not the Surviving Corporation shall elect to control the defense of any such Proceeding, (iv) neither Parent nor the Surviving Corporation shall settle, compromise or consent to the entry of any judgment in any such Proceeding, unless such settlement, compromise or consent relates only to monetary damages or includes an unconditional release of such Indemnified Party upon request reimbursement Person from all Liability arising out of documented expenses such Proceeding or such Indemnified Person otherwise consents thereto and (v) the Surviving Corporation shall reasonably incurred, in either case to cooperate with the extent not prohibited by the BCA and upon receipt of any affirmation and undertaking required by the BCA, (ii) Acquiror will cooperate Indemnified Person in the defense of any such matter and (iii) matter. The rights of each Indemnified Person under this Section 4.8 shall be in addition to any determination required to be made with respect to whether an Indemnified Party's conduct complies with the standards set forth rights such Person may have under the BCA shall be made by independent counsel mutually acceptable to Acquiror Company Certificate, the Company Bylaws, and the Indemnified Party; provided, however, that -------- ------- Acquiror shall not be liable for any settlement effected without its written consent (which consent shall not be reasonably withheld). The Indemnified Parties as a group may retain only one law firm with respect to each related matter except to the extent there is, in the opinion of counsel to an Indemnified Party, under applicable standards of professional conduct, a conflict on any significant issue between positions of any two or more Indemnified PartiesD&O Indemnification Agreements.

Indemnification of Directors and Officers. (a) From For six (6) years from and following the Effective Time, without limiting any additional rights that any Person may have under any Company Benefit Plan, from and after the Effective Time Time, Parent shall, and for a period of six years thereafter, shall cause the Surviving Corporation shall indemnifyCompany to, defend and the Surviving Company shall, indemnify and hold harmless each person who is nowall past and present directors, officers, managers, agents, employees or has been at judiciaries of the Company and the Company Subsidiaries (the “Indemnified Parties”) (including, without limitation, to the same extent such Persons are required to be indemnified as of the date of this Agreement by the Company pursuant to applicable Law, the Company Charter, the Company Bylaws and indemnification agreements in existence on the date of this Agreement with any time Indemnified Party and made available to Parent prior to the date hereof of this Agreement), against all claims, losses, liabilities, damages, judgments, inquiries, fines and reasonable fees, costs and expenses, including attorneys’ fees and disbursements, incurred in connection with, or who becomes arising out of, acts or omissions in their capacity as directors, officers, managers, agents, employees or fiduciaries of the Company occurring or alleged to have occurred at or prior to the Effective Time, an officer whether asserted or director of claimed prior to, at or after the Company or any of its subsidiaries (the "Indemnified Parties") against all losses, claims, damages, costs, expenses Effective Time (including attorneys' fees and expenses), liabilities acts or judgments or amounts that are paid in settlement of or omissions occurring in connection with the approval of this Agreement and the consummation of the Mergers). In the event of any threatened or actual such claim, action, suit, proceeding or investigation based in whole or in part on or arising in whole or in part out of investigation, Parent and the fact that such person is or was a director or officer of the Surviving Company or any of its subsidiaries, whether pertaining shall advance as incurred expenses (including reasonable legal fees and expenses) to any matter existing or occurring at or prior to the Effective Time and whether asserted or claimed prior to, or at or after, the Effective Time ("Indemnified Liabilities"), including, without limitation, all Indemnified Liabilities based in whole or in part on, or arising in whole or in part out of, or pertaining to this Agreement or the transactions contemplated hereby, in each case to the fullest extent a corporation is permitted under the BCA to indemnify its own directors or officers, as the case may be; provided, however, -------- ------- that all right to indemnification in respect of any claim asserted or made within such period shall continue until the disposition of such claim. In the event of an Indemnified Liability, (i) Acquiror shall pay the reasonable fees and expenses of counsel selected by the Indemnified Parties, which counsel shall be reasonably satisfactory to Acquiror, promptly after statements therefor are received and otherwise advance to such Indemnified Party upon request reimbursement of documented expenses reasonably incurred, in either case to the extent not prohibited by the BCA and upon receipt of any affirmation and undertaking required by the BCA, (ii) Acquiror will cooperate Parties incurred in the defense of any such matter and (iii) any determination required to be made Proceedings with respect to whether an Indemnified Party's conduct complies the matters subject to indemnification pursuant to this Section 5.9(a) in accordance with the standards procedures set forth under in the BCA shall be Company Bylaws and indemnification agreements in existence on the date of this Agreement and made by independent counsel mutually acceptable available to Acquiror and the Indemnified Party; provided, however, that -------- ------- Acquiror shall not be liable for any settlement effected without its written consent (which consent shall not be reasonably withheld). The Indemnified Parties as a group may retain only one law firm with respect to each related matter except Parent prior to the extent there isdate of this Agreement. Neither Parent nor the Surviving Company shall settle, in compromise or consent to the opinion of counsel to an Indemnified Party, under applicable standards of professional conduct, a conflict on any significant issue between positions entry of any two judgment in any Proceeding or more threatened Proceeding (and in which indemnification could be sought by such Indemnified PartiesParty hereunder), unless such settlement, compromise or consent includes a full and unconditional release of such Indemnified Party from all liability or potential liability arising out of such Proceeding or such Indemnified Party otherwise consents.

Indemnification of Directors and Officers. (a) From To the extent, if any, not provided by an existing right of indemnification or other agreement or policy, from and after the Effective Time and for a period of six years thereafterTime, the Surviving Corporation shall shall, to the fullest extent permitted by applicable law, indemnify, defend and hold harmless each person who is now, or has been at any time prior to the date hereof hereof, or who becomes prior to the Effective Time, an officer or director of the Company or any of its subsidiaries Subsidiaries (each an "Indemnified Party" and collectively, the "Indemnified Parties") against (i) all losses, claims, damages, costs, expenses (including attorneys' reasonable attorney's fees and expenses), claims, damages or liabilities or judgments or or, subject to the proviso of the next succeeding sentence, amounts that are paid in settlement settlement, arising out of actions or in connection with any threatened omissions occurring at or actual claimprior to, actionat or after the Effective Time (and whether asserted or claimed prior to, suitat or after the Effective Time) that are, proceeding or investigation based in whole or in part part, based on or arising in whole or in part out of the fact that such person is or was a director or officer of such party (the Company or any of its subsidiaries, whether pertaining to any matter existing or occurring at or prior to the Effective Time and whether asserted or claimed prior to, or at or after, the Effective Time ("Indemnified Liabilities"), including, without limitation, and (ii) all Indemnified Liabilities to the extent they are based in whole on or in part on, arise out of or arising in whole or in part out of, or pertaining pertain to this Agreement or the transactions contemplated hereby, in each case to the fullest extent a corporation is permitted under the BCA to indemnify its own directors or officers, as the case may be; provided, however, -------- ------- that all right to indemnification in respect of any claim asserted or made within such period shall continue until the disposition of such claimby this Agreement. In the event of an Indemnified Liabilityany such loss, expense, claim, damage or liability arising before the Effective Time, (i) Acquiror the Surviving Corporation shall pay the reasonable fees and expenses of counsel selected by the Indemnified Parties, which counsel shall be reasonably satisfactory to Acquirorthe Surviving Corporation, promptly after statements therefor are received and otherwise advance to such Indemnified Party upon request reimbursement of documented expenses reasonably incurred, in either case to the extent not prohibited by the BCA and upon receipt of any affirmation and undertaking required by the BCAGCL, (ii) Acquiror the Parent and the Surviving Corporation will cooperate in the defense of any such matter and (iii) any determination required to be made with respect to whether an Indemnified Party's conduct complies with the standards set forth under the BCA GCL and the certificate of incorporation or by-laws of the Surviving Corporation shall be made by independent counsel mutually acceptable to Acquiror the Parent and the Indemnified Party; provided, however, that -------- ------- Acquiror the Parent and the Surviving Corporation shall not be liable for any settlement effected affected without its their written consent (which consent shall not be reasonably unreasonably withheld). The Indemnified Parties as a group may retain only one law firm with respect to each related matter except to the extent there is, in the opinion of counsel to an Indemnified Party, under applicable standards of professional conduct, a conflict on any significant issue between positions of such Indemnified Party and any two other Indemnified Party or more Indemnified Parties.. AGREEMENT AND PLAN OF MERGER

Indemnification of Directors and Officers. (a) From and after the Effective Time and for a period of six years thereafter, Parent shall cause the Surviving Corporation shall to, (i) indemnify, defend and hold harmless each any person who is now, or has been at any time prior to the date hereof hereof, or who becomes prior to the Effective Time, an a director or officer or director of the Company or any of its subsidiaries present or former Subsidiaries (the "Indemnified PartiesParty") to the same extent such persons are indemnified as of the date of this Agreement by the Company pursuant to the Company's certificate of incorporation and the Company's by-laws against all losses, claims, damages, costsliabilities, costs and expenses (including attorneys' fees and expenses), liabilities or judgments or judgments, fines, losses, and amounts that are paid in settlement of or in connection with any actual or threatened or actual claim, action, suit, claim, proceeding or investigation (each, a "Claim") to the extent that any such Claim is based in whole on, or in part on or arising in whole or in part arises out of of, the fact that such person is or was a director or officer of the Company or any of its subsidiariesSubsidiaries or is or was serving at the request of the Company or any of its Subsidiaries as a director or officer of another corporation, whether pertaining partnership, joint venture, trust or other enterprise, in each case to the extent that any such Claim pertains to any matter or fact arising, existing or occurring prior to or at the Effective Time (including to the extent that any such Claim is based on, or arises out of this Agreement or any of the transactions contemplated hereby), regardless of whether such Claim is asserted or claimed prior to, at or after the Effective Time, other than in each case for Claims judicially determined to involve a willful breach of this Agreement, and (ii) advance to such Indemnified Party its fees and expenses (including attorneys' fees) periodically and promptly upon request to the fullest extent permitted under the certificate of incorporation and bylaws of the Company as of the date hereof, subject to the provision by such Indemnified Party of an undertaking to reimburse the amounts so advanced in the event of a determination by a court of competent jurisdiction that such Indemnified Party is not entitled thereto. Parent and the Company agree that all rights to indemnification and all limitations of liability existing in favor of any Indemnified Party as provided in the Company's certificate of incorporation and by-laws and indemnification agreements as in effect as of the date hereof shall survive the Merger and shall continue in full force and effect for a period of six years from the Effective Time unless otherwise required by Law. In addition, until six years from the Effective Time, unless otherwise required by applicable Law, the certificate of incorporation and bylaws of the Surviving Corporation shall contain provisions no less favorable with respect to indemnification of the Indemnified Parties for actions or omissions occurring at or prior to the Effective Time than those set forth in the certificate of incorporation and whether bylaws of the Company on the date of this Agreement. Notwithstanding the six-year period specified in the foregoing sentences, in the event any Claim or Claims are asserted or claimed prior to, or at or after, the Effective Time ("Indemnified Liabilities"), including, without limitationmade within such six-year period, all Indemnified Liabilities based in whole or in part on, or arising in whole or in part out of, or pertaining to this Agreement or the transactions contemplated hereby, in each case to the fullest extent a corporation is permitted under the BCA to indemnify its own directors or officers, as the case may be; provided, however, -------- ------- that all right rights to indemnification in respect of any claim asserted such Claim or made within such period Claims shall continue until the disposition of such claim. In the event of an Indemnified Liability, (i) Acquiror shall pay the reasonable fees and expenses of counsel selected by the Indemnified Parties, which counsel shall be reasonably satisfactory to Acquiror, promptly after statements therefor are received and otherwise advance to such Indemnified Party upon request reimbursement of documented expenses reasonably incurred, in either case to the extent not prohibited by the BCA and upon receipt of any affirmation and undertaking required by the BCA, (ii) Acquiror will cooperate in the defense of any such matter and (iii) any determination required to be made with respect to whether an Indemnified Party's conduct complies with the standards set forth under the BCA shall be made by independent counsel mutually acceptable to Acquiror and the Indemnified Party; provided, however, that -------- ------- Acquiror shall not be liable for any settlement effected without its written consent (which consent shall not be reasonably withheld). The Indemnified Parties as a group may retain only one law firm with respect to each related matter except to the extent there is, in the opinion of counsel to an Indemnified Party, under applicable standards of professional conduct, a conflict on any significant issue between positions of any two or more Indemnified Partiesthereof.

Indemnification of Directors and Officers. (a) From and after the Effective Time Closing, each of Parent, Merger Sub and for a period of six years thereafter, the Surviving Corporation shall Company will indemnify, defend and hold harmless harmless, and advance expenses as incurred to, in each person who is now, or has been at any time prior case to the date hereof or who becomes prior to the Effective Timefullest extent permitted under applicable Law, an each present and former director and officer or director of the Company or any of and its subsidiaries Subsidiaries (the "each, a “D&O Indemnified Parties"Party”) against all any costs, expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages, costs, expenses (including attorneys' fees liabilities and expenses), liabilities or judgments or amounts that are paid in settlement of or (collectively, “Costs”) incurred in connection with any threatened threatened, pending or actual claim, completed action, suitwhether civil, proceeding criminal, administrative or investigation investigative, based in whole or in part on or on, arising in whole or in part out of the fact that or related to such person is or was D&O Indemnified Parties’ service as a director or officer of the Company or any its Subsidiaries or services performed by such Persons at the request of the Company or its subsidiaries, whether pertaining to any matter existing or occurring Subsidiaries at or prior to the Effective Time and Closing, whether asserted or claimed prior to, or at or afterafter the Closing, to the Effective Time fullest extent that the Company would have been permitted under the DGCL and its certificate of incorporation or by-laws in effect on the date of this Agreement to indemnify such Person ("Indemnified Liabilities"a “D&O Indemnifiable Claim”), including, without limitationfor the avoidance of doubt, all Indemnified Liabilities based in whole or in part on, or arising in whole or in part out of, or pertaining to this Agreement or connection with (i) the transactions contemplated hereby, in each case by this Agreement and (ii) actions to the fullest extent a corporation is permitted under the BCA to indemnify its own directors enforce this provision or officers, as the case may be; provided, however, -------- ------- that all any other indemnification or advancement right to indemnification in respect of any claim asserted D&O Indemnified Party. In addition, from and after the Closing, each of Parent, Merger Sub and the Company will advance to each D&O Indemnified Party all D&O Expenses incurred in connection with any D&O Indemnifiable Claim (including in circumstances where the Parent, Merger Sub or made within such period shall continue until the disposition Company has assumed the defense of such claim. In the event of an Indemnified Liability, (i) Acquiror shall pay the reasonable fees and expenses of counsel selected by the Indemnified Parties, which counsel shall be reasonably satisfactory to Acquiror, promptly after statements therefor are received and otherwise advance to such Indemnified Party upon request reimbursement of documented expenses reasonably incurred, in either case to the extent not prohibited by the BCA and upon receipt of any affirmation and undertaking required by the BCA, (ii) Acquiror will cooperate in the defense of any such matter and (iii) any determination required to be made with respect to whether an Indemnified Party's conduct complies with the standards set forth under the BCA shall be made by independent counsel mutually acceptable to Acquiror and the Indemnified Partyreasonably detailed statements therefor; provided, however, that -------- ------- Acquiror shall the Person to whom D&O Expenses are to be advanced provides an undertaking to repay such advances if it is ultimately determined by a final and non-appealable judgment of a court of competent jurisdiction that such Person is not entitled to indemnification. For the purposes of this Section 6.7(a), “D&O Expenses” will include reasonable documented attorneys’ fees and all other documented costs, charges and expenses actually paid or incurred in connection with investigating, defending, being a witness in or participating in (including on appeal), or preparing to defend, to be liable for a witness in or participate in any settlement effected without its written consent (which consent shall not be reasonably withheld). The Indemnified Parties as a group may retain only one law firm with respect to each related matter except D&O Indemnifiable Claim to the extent there issuch costs, in the opinion charges and expenses relate to payments by or on behalf of counsel to an a D&O Indemnified Party, under applicable standards but will exclude losses, judgments and amounts paid in settlement (which items are included in the definition of professional conduct, a conflict on any significant issue between positions of any two or more Indemnified PartiesCosts).

Indemnification of Directors and Officers. (a) From To the extent, if any, not provided by an existing right of indemnification or other agreement or policy, from and after the Effective Time and for a period of six years thereafterClosing Date, the Surviving Corporation shall Acquiror and, to the extent of its control of any Transfer Company, the Parent shall, together, cause each Transfer Company, jointly and severally, to the fullest extent permitted by applicable Law, to indemnify, defend and hold harmless each person who is now, or has been at any time prior to the date hereof hereof, or who becomes prior to the Effective TimeClosing, an officer or director of the any Subject Company or any of its subsidiaries Subsidiaries or Operating Companies at the request of the Parent or any wholly owned Subsidiary of the Parent (each a “Director/Officer Indemnitee” and collectively, the "Indemnified Parties"“Director/Officer Indemnitees”) against (i) all losses, claims, damages, costs, expenses (including attorneys' reasonable attorney’s fees and expenses), claims, damages or liabilities or judgments or or, subject to the proviso to the next succeeding sentence, amounts that are paid in settlement settlement, arising out of actions or in connection with any threatened omissions occurring prior to or actual claimat the Closing (and whether asserted or claimed prior to, actionat or after the Closing) that are, suit, proceeding or investigation based in whole or in part part, based on or arising in whole or in part arise out of the fact that such person is or was a director or officer of the such Subject Company, Subsidiary or Operating Company or any of its subsidiaries, whether pertaining to any matter existing or occurring at or prior to the Effective Time and whether asserted or claimed prior to, or at or after, Closing (the Effective Time ("“Indemnified Liabilities"”), including, without limitation, and (ii) all Indemnified Liabilities to the extent they are based in whole on or in part on, arise out of or arising in whole or in part out of, or pertaining pertain to this Agreement or the transactions contemplated hereby, in each case to the fullest extent a corporation is permitted under the BCA to indemnify its own directors or officers, as the case may be; provided, however, -------- ------- that all right to indemnification in respect of any claim asserted or made within such period shall continue until the disposition of such claimby this Agreement. In the event of an the occurrence of any such Indemnified Liability, (iA) the Acquiror shall and, to the extent of its control of any Transfer Company, the Parent shall, together, cause the appropriate Transfer Company to pay the reasonable fees and expenses of counsel selected by the Indemnified PartiesDirector/Officer Indemnitees, which counsel shall be reasonably satisfactory to the Parent and the Acquiror, promptly after statements therefor are received and otherwise advance to pay or reimburse each such Indemnified Party Director/Officer Indemnitee upon request reimbursement of the documented expenses reasonably incurredincurred as Indemnified Liabilities, in either case to the extent not prohibited by the BCA and upon receipt of any affirmation and undertaking required by the BCAapplicable Legal Requirements, (iiB) the Parent and the Acquiror will shall, together, cause the appropriate Transfer Company to cooperate in the defense of any such matter and (iiiC) any determination required to be made with respect to whether an Indemnified Party's Director/Officer Indemnitee’s conduct complies with the standards set forth under the BCA applicable Legal Requirements shall be made by independent counsel mutually acceptable to the Acquiror and the Indemnified PartyDirector/Officer Indemnitee (which acceptance shall not be unreasonably withheld); provided, however, that -------- ------- Acquiror none of the Acquiror, any Transfer Company and the members of each Subject Company Group shall not be liable for any settlement effected without its written consent (which consent shall not be reasonably unreasonably withheld). The Indemnified Parties Director/Officer Indemnitees as a group may retain only one law firm (other than any local counsel) with respect to each related matter except to the extent that there is, in the opinion of counsel to an Indemnified PartyDirector/Officer Indemnitee, under applicable standards of professional conduct, a conflict on any significant issue between positions of such Director/Officer Indemnitee and any two other Director/Officer Indemnitee or more Indemnified PartiesDirector/Officer Indemnitees.

Indemnification of Directors and Officers. (a) From and after For the Effective Time and for a period of six (6) years thereafterfollowing the later of the Closing Date and the date on which a Company Indemnified Party (as defined below) ceases to be an officer or director of the Company or any Company Subsidiary, Parent will, and will cause the Surviving Corporation shall indemnifyto, defend indemnify and hold harmless each person who is now, or has been at any time prior to the date hereof of this Agreement or who becomes prior to the Effective TimeClosing Date, an officer or director of the Company or any of its subsidiaries Company Subsidiary (collectively, the "“Company Indemnified Parties"”) against all losses, claims, damages, costs, expenses (including attorneys' fees and expenses), liabilities or judgments or amounts that are paid in settlement of or settlement, in each case to the extent incurred (the “Company Indemnified Liabilities”) 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 by reason of the fact that such person is or was a director or officer of the Company or any of its subsidiariesa Company Subsidiary, whether pertaining to any matter existing or occurring at or prior to the Effective Time Closing Date and whether asserted or claimed prior to, or at or after, after the Effective Time ("Indemnified Liabilities"), including, without limitation, Closing Date and all Company Indemnified Liabilities based in whole or in part on, or arising in whole or in part out of, or pertaining relating to this Agreement or the transactions contemplated hereby (to the extent that such losses, claims, damages, costs, expenses, liabilities or judgments or amounts arose from or are related to this Agreement or the transactions contemplated hereby, in each case to ) (the fullest extent a corporation is permitted under the BCA to indemnify its own directors or officers, as the case may be; provided, however, -------- ------- that all right to indemnification in respect of any claim asserted or made within such period shall continue until the disposition of such claim“Company Indemnified Proceedings”). In the event of an Indemnified Liability, (i) Acquiror shall pay the reasonable fees and expenses of counsel selected by the Indemnified Parties, which counsel shall be reasonably satisfactory to Acquiror, promptly after statements therefor are received and otherwise advance to such any Company Indemnified Party upon request reimbursement is or becomes involved in any Company Indemnified Proceeding, Parent shall, or shall cause the Surviving Corporation to, pay expenses in advance of documented expenses reasonably incurred, in either case to the extent not prohibited by the BCA and upon receipt of any affirmation and undertaking required by the BCA, (ii) Acquiror will cooperate in the defense final disposition of any such matter and (iii) Company Indemnified Proceeding to each Company Indemnified Party to the same extent that such Company Indemnified Party is indemnified or has the right to advancement of expenses as of the date hereof by the Company or any determination required Company Subsidiary pursuant to be made with respect to whether an Indemnified Party's conduct complies with their respective Company Charter Documents as in effect on the standards set forth under the BCA shall be made by independent counsel mutually acceptable to Acquiror and the Indemnified Partydate hereof; provided, however, that -------- ------- Acquiror with respect to a Company Indemnified Party to whom expenses are advanced, such Company Indemnified Party shall be required to repay such advances if it is ultimately determined that such Company Indemnified Party is not be liable for entitled to indemnification. Without limiting the foregoing, in the event any settlement effected without its written consent such Company Indemnified Proceeding is brought against any Company Indemnified Party, (which consent shall not be reasonably withheld). The i) the Company Indemnified Parties as a group may retain only counsel of their choosing, (ii) Parent shall, or shall cause the Surviving Corporation to, pay all reasonable and documented out-of-pocket fees and expenses of one law firm counsel for all of the Company Indemnified Parties with respect to each related matter except to the extent such Company Indemnified Proceeding unless there is, in the opinion of counsel to an Indemnified Party, under applicable standards of professional conduct, a conflict on any significant issue between the positions of any two or more Company Indemnified Parties, in which case Parent shall pay the fees of such additional counsel required by such conflict, promptly as statements therefor are received, and (iii) Parent and the Surviving Corporation will use commercially reasonable efforts to assist in the vigorous defense of any such matter; provided, however, that neither Parent nor the Surviving Corporation shall be liable for any settlement of any claim effected without its written consent, which consent shall not be unreasonably withheld, conditioned or delayed. Any Company Indemnified Party wishing to claim indemnification under this Section ‎5.6(a) upon becoming aware of any such Company Indemnified Proceeding shall promptly notify Parent and the Surviving Corporation (but the failure to so notify Parent or the Surviving Corporation shall not relieve Parent or the Surviving Corporation from any liability it may have under this Section ‎5.6(a) except to the extent such failure materially prejudices Parent or the Surviving Corporation), and shall deliver to Parent and the Surviving Corporation the undertaking contemplated by Section 145 of Delaware Law.

Indemnification of Directors and Officers. (a) From All rights of indemnification existing in favor of the current or former directors and after officers of the Effective Time Company and for the Company Subsidiaries (the “Indemnified Parties”) as provided in the Company Certificate of Incorporation and the Company By-laws or under any indemnification 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 continue in full force and effect in accordance with their respective terms to the extent permitted by applicable Law. For a period of six years thereafterafter the Board Appointment Date, Parent shall cause the certificate of incorporation and by-laws of the Surviving Corporation shall indemnify, defend to contain provisions no less favorable with respect to indemnification and hold harmless each person who is now, or has been at any time prior 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 date hereof or who becomes prior to extent permitted by applicable Law. Further, from and after the Effective Time, an officer or director of Parent shall not, and shall cause the Company or the Surviving Corporation, as applicable, not to, settle, compromise or consent to the entry of any of its subsidiaries (the "Indemnified Parties") against all lossesjudgment in any legal proceeding or threatened action, claimssuit, damagesproceeding, costsinvestigation or claim by or before any Governmental Entity, expenses (including attorneys' fees and expenses)with respect to any matter arising out of, liabilities or judgments or amounts that are paid in settlement of relating to, or in connection with any threatened acts or actual claimomissions occurring or alleged to have occurred prior to the Board Appointment Date (with respect to which indemnification could be sought by such Indemnified Party under applicable Law, the Company’s Certificate, the Company By-laws or such Indemnified Party’s indemnification agreement), brought against any Indemnified Party, unless such settlement, compromise or consent includes an unconditional release of such Indemnified Party from all liability arising out of such action, suit, proceeding proceeding, investigation or investigation based in whole claim or in part on or arising in whole or in part out of the fact that such person is or was a director or officer of the Company or any of its subsidiaries, whether pertaining to any matter existing or occurring at or prior to the Effective Time and whether asserted or claimed prior to, or at or after, the Effective Time ("Indemnified Liabilities"), including, without limitation, all Indemnified Liabilities based in whole or in part on, or arising in whole or in part out of, or pertaining to this Agreement or the transactions contemplated hereby, in each case to the fullest extent a corporation is permitted under the BCA to indemnify its own directors or officers, as the case may be; provided, however, -------- ------- that all right to indemnification in respect of any claim asserted or made within such period shall continue until the disposition of such claim. In the event of an Indemnified Liability, (i) Acquiror shall pay the reasonable fees and expenses of counsel selected by the Indemnified Parties, which counsel shall be reasonably satisfactory to Acquiror, promptly after statements therefor are received and otherwise advance to such Indemnified Party upon request reimbursement of documented expenses reasonably incurredotherwise consents in writing and Parent, in either case to the extent not prohibited by Company and the BCA Surviving Corporation shall, and upon receipt of any affirmation and undertaking required by the BCAshall cause its or their Subsidiaries to, (ii) Acquiror will cooperate in the defense of any such matter and (iii) any determination required to be made with respect to whether an Indemnified Party's conduct complies with the standards set forth under the BCA shall be made by independent counsel mutually acceptable to Acquiror and the Indemnified Party; provided, however, that -------- ------- Acquiror shall not be liable for any settlement effected without its written consent (which consent shall not be reasonably withheld). The Indemnified Parties as a group may retain only one law firm with respect to each related matter except to the extent there is, in the opinion of counsel to an Indemnified Party, under applicable standards of professional conduct, a conflict on any significant issue between positions of any two or more Indemnified Partiesmatter.

Indemnification of Directors and Officers. (a) From and after the Effective Time and for a period of six years thereafterTime, the Surviving Corporation shall indemnify, defend indemnify and hold harmless each person who is nowharmless, or has been at any time prior to the date hereof or who becomes prior fullest extent required by the Company Memorandum and Articles, and as required pursuant to the Effective Time, an officer or director any indemnity agreements of the Company or any Company Subsidiary in effect on the date hereof, each present and former director and officer of its subsidiaries the Company and each Company Subsidiary (collectively, the "“Indemnified Parties"”) against all losses, claims, damages, costs, any costs or expenses (including attorneys' ’ fees and expenses), judgments, fines, losses, claims, settlements, damages or liabilities or judgments or amounts that are paid in settlement of or incurred in connection with any threatened Action, whether civil, criminal, administrative or actual claiminvestigative, action, suit, proceeding or investigation based in whole or in part on or arising in whole or in part out of the fact that or pertaining to such person is or was Indemnified Party’s service as a director or officer of the Company or any Company Subsidiary or services performed by such Person at the request of its subsidiariesthe Company or any Company Subsidiary, whether pertaining to including (i) any matter and all matters pending, existing or occurring at or prior to the Effective Time and Time, whether asserted or claimed prior to, or at or afterafter the Effective Time, (ii) any claim arising from the transactions contemplated herein, (iii) the approval of this Agreement, the Merger or the other Transactions or arising out of or pertaining to the Transactions; and (iv) actions to enforce this provision or any other indemnification or advancement right of any Indemnified Party. The memorandum and articles of association of the Surviving Corporation will 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, except to the extent prohibited by the Cayman Companies Law or any other applicable Law, which provisions will not be amended, repealed or otherwise modified for a period of six years from the Effective Time ("Indemnified Liabilities"), including, without limitation, all Indemnified Liabilities based in whole or in part on, or arising in whole or in part out of, or pertaining to this Agreement or any manner that would adversely affect the transactions contemplated hereby, in each case to the fullest extent a corporation is permitted under the BCA to indemnify its own directors or officers, as the case may be; provided, however, -------- ------- that all right to indemnification in respect rights thereunder of any claim asserted or made within such period shall continue until the disposition of such claim. In the event of an Indemnified Liability, (i) Acquiror shall pay the reasonable fees and expenses of counsel selected by the Indemnified Parties, which counsel shall be reasonably satisfactory to Acquiror, promptly after statements therefor are received and otherwise advance to unless such Indemnified Party upon request reimbursement of documented expenses reasonably incurred, in either case to the extent not prohibited by the BCA and upon receipt of any affirmation and undertaking modification is required by the BCA, (ii) Acquiror will cooperate in the defense of any such matter and (iii) any determination required to be made with respect to whether an Indemnified Party's conduct complies with the standards set forth under the BCA shall be made by independent counsel mutually acceptable to Acquiror and the Indemnified Party; provided, however, that -------- ------- Acquiror shall not be liable for any settlement effected without its written consent (which consent shall not be reasonably withheld). The Indemnified Parties as a group may retain only one law firm with respect to each related matter except to the extent there is, in the opinion of counsel to an Indemnified Party, under applicable standards of professional conduct, a conflict on any significant issue between positions of any two or more Indemnified PartiesLaw.

Indemnification of Directors and Officers. (a) From USBL shall, and after the Effective Time and for a period of six years thereafter, shall cause the Surviving Corporation shall indemnifyCorporation, defend to, jointly and hold harmless each person who is nowseverally (i) assume the obligations with respect to all rights to indemnification, advancement of expenses and exculpation from liabilities, for acts or has been at any time prior to the date hereof or who becomes prior to the Effective Time, an officer or director of the Company or any of its subsidiaries (the "Indemnified Parties") against all losses, claims, damages, costs, expenses (including attorneys' fees and expenses), liabilities or judgments or amounts that are paid in settlement of or 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 the fact that such person is or was a director or officer of the Company or any of its subsidiaries, whether pertaining to any matter existing or omissions occurring at or prior to the Effective Time now existing in favor of the current or former directors, officers or consultants of USBL and each Person who served as a director, officer, member, consultant, trustee or fiduciary of another corporation, partnership, joint venture, trust, pension or other employee benefit plan or enterprise at the request of the USBL (collectively, the “D&O Indemnified Persons”) as provided in USBL’s Organizational Documents or any indemnification agreement between such Indemnified Person and USBL (in each case, as in effect on the date hereof and, in the case of any indemnification agreement, as set forth in the USBL Disclosure Schedule and of which USBL has made available to Shorepower true, correct and complete copies), without further action, as of the Effective Time, and such obligations shall survive the Merger and shall continue in full force and effect in accordance with their terms and (ii) during the period commencing on the Effective Time and ending on the sixth (6th) anniversary of the Effective Time, indemnify and hold harmless each Indemnified Person with respect to all claims, liabilities, losses, damages, judgments, fines, penalties, costs (including amounts paid in settlement or compromise) and expenses (including fees and expenses of legal counsel) in connection with the defense of any Action (whether asserted civil, criminal, administrative or claimed prior toinvestigative), whenever asserted, based on or arising out of, in whole or in part, (A) the fact that an Indemnified Person was a director or officer of USBL or (B) acts or omissions by an Indemnified Person in the Indemnified Person’s capacity as a director, officer or agent of USBL or taken at the request of USBL (including in connection with serving at the request of USBL as a director, officer, agent, trustee or fiduciary of another person), in each case under clause (A) or (B), at, or at or afterany time prior to, the Effective Time ("Indemnified Liabilities"), including, without limitation, all Indemnified Liabilities based including any Action relating in whole or in part on, or arising in whole or in part out of, or pertaining to the transactions contemplated by this Agreement or relating to the transactions contemplated herebyenforcement of this provision or any other indemnification or advancement right of any Indemnified Person), in each case to the fullest extent a corporation is permitted under applicable Law that USBL and the BCA to indemnify its own directors or officers, as the case may be; provided, however, -------- ------- that all right to Surviving Corporation could provide such indemnification in respect of any claim asserted or made within such period shall continue until the disposition of such claim. In the event of an Indemnified Liability, (i) Acquiror shall pay the reasonable fees and expenses of counsel selected by the Indemnified Parties, which counsel shall be reasonably satisfactory to Acquiror, promptly after statements therefor are received and otherwise advance to such D&O Indemnified Party upon request reimbursement of documented expenses reasonably incurred, in either case Persons pursuant to the extent not prohibited by DGCL, the BCA and upon receipt USBL Organizational Documents in effect on the date of any affirmation and undertaking required by the BCA, (ii) Acquiror will cooperate in the defense of any such matter and (iii) any determination required to be made with respect to whether an Indemnified Party's conduct complies with the standards set forth under the BCA shall be made by independent counsel mutually acceptable to Acquiror and the Indemnified Partythis Agreement; provided, however, that -------- ------- Acquiror no D&O Indemnified Person shall not be liable for any settlement effected without its written consent (which consent shall not be reasonably withheld). The Indemnified Parties as a group may retain only one law firm with entitled to indemnification pursuant to this Section 5.12 in respect to each related matter except to the extent there is, in the opinion of counsel to an Indemnified Party, under applicable standards of professional conduct, a conflict on any significant issue between positions of any two act or more Indemnified Partiesomission which has been adjudicated to be ineligible for indemnification under Delaware Law.

Indemnification of Directors and Officers. (a) From For six (6) years from and after the Effective Time and for a period of six years thereafterAcceptance Time, the Surviving Corporation Company shall, and Parent shall cause the Company to, assume, honor and fulfill in all respects the obligations of the Company and its Subsidiaries to indemnify, defend and hold harmless each person who is nowand advance the costs, or has been at any time prior to the date hereof or who becomes prior to the Effective Time, an officer or director fees and expenses of all past and present directors and officers of the Company or each Company Subsidiary (collectively, the “Covered Persons”) under and to the same extent such Persons are indemnified as of the date of this Agreement by the Company or such Company Subsidiary pursuant to (i) indemnification, expense advancement and exculpation provisions in the Company Charter, the certificate of incorporation and bylaws, or equivalent organizational or governing documents, of any Company Subsidiary, and (ii) any indemnification agreements, if any, in existence on the date of its subsidiaries this Agreement with any Covered Person and made available to Parent (collectively, the "Indemnified Parties") against all losses, claims, damages, costs, expenses (including attorneys' fees and expenses“Existing Indemnification Agreements”), liabilities or judgments or amounts that are paid in settlement of or in connection with any threatened or actual claimeach case, actionto the fullest extent permitted by applicable Law, suit, proceeding or investigation based in whole or in part on or arising in whole or in part out of the fact that such person is acts or was a director omissions in their capacity as directors or officer officers of the Company or any of its subsidiaries, whether pertaining to any matter existing or such Company Subsidiary occurring at or prior to the Effective Time Acceptance Time. The Company shall, and whether asserted or claimed prior Parent shall cause the Company to, or at or after, the Effective Time advance expenses ("Indemnified Liabilities"), including, without limitation, all Indemnified Liabilities based in whole or in part on, or arising in whole or in part out of, or pertaining to this Agreement or the transactions contemplated hereby, in each case to the fullest extent a corporation is permitted under the BCA to indemnify its own directors or officers, as the case may be; provided, however, -------- ------- that all right to indemnification in respect of any claim asserted or made within such period shall continue until the disposition of such claim. In the event of an Indemnified Liability, (i) Acquiror shall pay the including reasonable legal fees and expenses of counsel selected by the Indemnified Parties, which counsel shall be reasonably satisfactory to Acquiror, promptly after statements therefor are received and otherwise advance to such Indemnified Party upon request reimbursement of documented expenses reasonably incurred, in either case to the extent not prohibited by the BCA and upon receipt of any affirmation and undertaking required by the BCA, (iiexpenses) Acquiror will cooperate incurred in the defense of any such matter and (iii) any determination required to be made Proceeding or investigation with respect to whether an Indemnified Party's conduct complies with the standards set forth under the BCA shall be made by independent counsel mutually acceptable matters subject to Acquiror and the Indemnified Partyindemnification pursuant to, this Section 4.6; provided, howeverthat the applicable Covered Person provides an undertaking to repay such advance if it is ultimately determined by a final non-appealable order of a court of competent jurisdiction that such Covered Person is not entitled to indemnification under this Section 4.6 or otherwise. Notwithstanding anything herein to the contrary, that -------- ------- Acquiror shall not be liable for if any settlement effected without its written consent Proceeding (which consent shall not be reasonably withheld). The Indemnified Parties as a group may retain only one law firm whether arising before, at or after the Acceptance Time) is made against such persons with respect to each related matter except matters subject to indemnification, expense advancement or exculpation hereunder on or prior to the extent there issixth (6th) anniversary of the Acceptance Time, the provisions of this Section 4.6 shall continue in effect until the opinion final disposition of counsel to an Indemnified Party, under applicable standards of professional conduct, a conflict on any significant issue between positions of any two such Proceeding or more Indemnified Partiesinvestigation.

Indemnification of Directors and Officers. (a) Section 5.6.1 From and after the Effective Time Time, Parent shall, and for a period of six years thereafter, shall cause the Surviving Corporation shall indemnifyto, defend indemnify and hold harmless each person all past and present directors (or persons serving or who is nowserved similar functions), officers, employees and agents of the Company, or has been at any time prior person serving as a fiduciary under or with respect to any employee benefit plan (within the meaning of Section 3(3) of ERISA) (collectively, “Covered Persons”), to the date hereof fullest extent permitted by applicable Law from and against any costs or who becomes prior to the Effective Time, an officer or director of the Company or any of its subsidiaries (the "Indemnified Parties") against all losses, claims, damages, costs, expenses (including attorneys' ’ fees and expenses), judgments, fines, losses, claims, settlements, damages or liabilities or judgments or amounts that are paid in settlement of or incurred in connection with any threatened claim, action, suit, proceeding or actual investigation, whether civil, criminal, administrative or investigative, arising out of or pertaining to (a) the fact that the Covered Person is or was a trustee, director, officer, employee, or agent of the Company, or fiduciary under or with respect to any employee benefit plan, any act or omission taken by the Covered Person in such capacity, or the fact that the Covered Person is or was serving at the request of the Company as a director, officer, employee, trustee, agent or fiduciary of another person, in each case whether or not serving in such capacity at the time any liability or expense is incurred for which indemnification is available under this Agreement and (b) any acts or omissions occurring in connection with the approval of this Agreement and the consummation of the transaction contemplated hereby. Each Covered Person shall also be entitled to advancement of costs and expenses (including attorneys’ fees) as incurred in the defense of any claim, action, suit, proceeding or investigation based in whole or in part on or arising in whole or in part out of with respect to any matters subject to indemnification hereunder, provided, that any person to whom expenses are advanced undertakes, to the fact extent required by the applicable Law, to repay such advanced expenses if it is ultimately determined that such person is or was a director or officer not entitled to indemnification (it being understood and agreed that the Surviving Corporation shall not require the posting of the Company any bond or any of its subsidiariesother security for such undertaking). Notwithstanding anything herein to the contrary, if any claim, action, suit, proceeding or investigation (whether pertaining arising before, at or after the Effective Time) is made against any Covered Person with respect to any matter existing or occurring at matters subject to indemnification hereunder on or prior to the sixth anniversary of the Effective Time and whether asserted or claimed prior to, or at or afterTime, the Effective Time ("Indemnified Liabilities"), including, without limitation, all Indemnified Liabilities based in whole or in part on, or arising in whole or in part out of, or pertaining to provisions of this Agreement or the transactions contemplated hereby, in each case to the fullest extent a corporation is permitted under the BCA to indemnify its own directors or officers, as the case may be; provided, however, -------- ------- that all right to indemnification in respect of any claim asserted or made within such period Section 5.6 shall continue in effect until the final disposition of such claim. In the event of an Indemnified Liability, (i) Acquiror shall pay the reasonable fees and expenses of counsel selected by the Indemnified Partiesaction, which counsel shall be reasonably satisfactory to Acquirorsuit, promptly after statements therefor are received and otherwise advance to such Indemnified Party upon request reimbursement of documented expenses reasonably incurred, in either case to the extent not prohibited by the BCA and upon receipt of any affirmation and undertaking required by the BCA, (ii) Acquiror will cooperate in the defense of any such matter and (iii) any determination required to be made with respect to whether an Indemnified Party's conduct complies with the standards set forth under the BCA shall be made by independent counsel mutually acceptable to Acquiror and the Indemnified Party; provided, however, that -------- ------- Acquiror shall not be liable for any settlement effected without its written consent (which consent shall not be reasonably withheld). The Indemnified Parties as a group may retain only one law firm with respect to each related matter except to the extent there is, in the opinion of counsel to an Indemnified Party, under applicable standards of professional conduct, a conflict on any significant issue between positions of any two proceeding or more Indemnified Partiesinvestigation.

Indemnification of Directors and Officers. (a) From Without limiting any additional rights that any director, officer, trustee, employee, agent, or fiduciary may have under any employment or indemnification agreement or under the respective certificates of incorporation or bylaws (or comparable organizational documents) of the Company or the Company Subsidiary, from and after the Effective Time Time, Parent and for a period of six years thereafter, the Surviving Corporation shall indemnify, defend shall: (i) indemnify and hold harmless each person who is now, or has been at any time prior to the date hereof or who becomes prior to the Effective Time, an current and former officer or director of the Company or any the Company Subsidiary, and each such Person prior to the Effective Time serving at the request of its subsidiaries the Company or the Company Subsidiary as a director, officer, employee, fiduciary or agent of another corporation, partnership, trust, employee benefit plan or other enterprise, as provided in the respective certificates or articles of incorporation or bylaws (or comparable organizational documents) of the "Company or the Company Subsidiary (collectively, the “Indemnified Parties"Persons”) against all lossesto the fullest extent authorized or permitted by applicable Law, claimsas now or hereafter in effect, damages, costs, expenses (including attorneys' fees and expenses), liabilities or judgments or amounts that are paid in settlement of or in connection with any threatened Claim (as defined below) and any judgments, fines, penalties and amounts paid in settlement (including all interest, assessments and other charges paid or actual claim, action, suit, proceeding or investigation based payable in whole connection with or in part respect of such judgments, fines, penalties or amounts paid in settlement) resulting therefrom; and (ii) promptly pay on or arising in whole or in part out behalf of each of the fact Indemnified Persons, to the fullest extent authorized or permitted by applicable Law, as now or hereafter in effect, any Expenses (as defined below) incurred in defending, serving as a witness with respect to, or otherwise participating in any Claim in advance of the final disposition of such Claim, including payment on behalf of or advancement to the Indemnified Person of any Expenses incurred by such Indemnified Person in connection with enforcing any rights with respect to such indemnification and/or advancement, in each case without the requirement of any bond or other security, but subject to Parent’s or the Surviving Corporation’s, as applicable, receipt of an undertaking by or on behalf of such Indemnified Person to repay such Expenses if it is ultimately determined under applicable Law that such Indemnified Person is not entitled to be indemnified. The indemnification and advancement obligations of Parent and the Surviving Corporation pursuant to this Section 5.10(a) shall extend to acts or omissions occurring at or before the Effective Time and any Claim relating thereto (including with respect to any acts or omissions occurring in connection with the approval of this Agreement and the consummation of the transactions contemplated hereby, including the consideration and approval thereof and the process undertaken in connection therewith and any Claim relating thereto). All rights to indemnification and advancement conferred hereunder shall continue as to a person is or was who has ceased to be a director or officer of the Company or any of its subsidiaries, whether pertaining to any matter existing or occurring at or prior the Company Subsidiary after the date hereof and shall inure to the Effective Time and whether asserted or claimed prior to, or at or after, the Effective Time ("Indemnified Liabilities"), including, without limitation, all Indemnified Liabilities based in whole or in part on, or arising in whole or in part out of, or pertaining to this Agreement or the transactions contemplated hereby, in each case to the fullest extent a corporation is permitted under the BCA to indemnify its own directors or officers, as the case may be; provided, however, -------- ------- that all right to indemnification in respect of any claim asserted or made within such period shall continue until the disposition benefit of such claimperson’s heirs, executors and personal and legal representatives. In For purposes of this Section 5.10(a): (x) the event of an Indemnified Liability, (i) Acquiror shall pay the reasonable fees and expenses of counsel selected by the Indemnified Parties, which counsel shall be reasonably satisfactory to Acquiror, promptly after statements therefor are received and otherwise advance to such Indemnified Party upon request reimbursement of documented expenses reasonably incurred, in either case to the extent not prohibited by the BCA and upon receipt of any affirmation and undertaking required by the BCA, (ii) Acquiror will cooperate in the defense of any such matter and (iii) any determination required to be made with respect to whether an Indemnified Party's conduct complies with the standards set forth under the BCA shall be made by independent counsel mutually acceptable to Acquiror and the Indemnified Party; provided, however, that -------- ------- Acquiror shall not be liable for any settlement effected without its written consent (which consent shall not be reasonably withheld). The Indemnified Parties as a group may retain only one law firm with respect to each related matter except to the extent there is, in the opinion of counsel to an Indemnified Party, under applicable standards of professional conduct, a conflict on any significant issue between positions of any two or more Indemnified Parties.term “

Indemnification of Directors and Officers. (a) From and after the Effective Time and for For a period of six years thereafterfrom and after the Effective Time, the Surviving Corporation and Parent shall indemnify(with respect to Parent, defend and hold harmless each person who is now, or has been at any time prior only to the date hereof or who becomes prior extent the Surviving Corporation is permitted to do so under applicable Law), jointly and severally, indemnify all Company Indemnified Parties to the Effective Timesame extent such individuals are indemnified as of the date of this Agreement by the Company pursuant to applicable Law, an officer the Company Organizational Documents, the governing or director organizational documents of any Company Subsidiary or indemnification agreements between such Company Indemnified Party and the Company or any of its subsidiaries a Company Subsidiary (the "Indemnified Parties") against all losses, claims, damages, costs, expenses (including attorneys' fees and expenses“Company Indemnification Agreements”), liabilities or judgments or amounts that are paid in settlement of or 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 the fact that such person is acts or was a director or officer of the Company or any of its subsidiaries, whether pertaining to any matter existing or omissions occurring at or prior to the Effective Time 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 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 whether asserted or claimed prior toParent shall, or at or afterjointly 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 Organizational Documents, the Effective Time ("Indemnified Liabilities"), including, without limitation, all Indemnified Liabilities based in whole governing or in part on, organizational documents of any Company Subsidiary or arising in whole or in part out of, or pertaining to this Agreement or the transactions contemplated herebyCompany Indemnification Agreements, in each case to in existence on the fullest extent a corporation is permitted under the BCA to indemnify its own directors or officers, as the case may bedate of this Agreement; provided, however, -------- ------- that all right 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 in respect of any claim asserted under applicable Law or made within such period shall continue until the disposition of such claim. In the event of an Indemnified Liability, (i) Acquiror shall pay the reasonable fees and expenses of counsel selected by the Indemnified Parties, which counsel shall be reasonably satisfactory to Acquiror, promptly after statements therefor are received and otherwise advance to such Indemnified Party upon request reimbursement of documented expenses reasonably incurred, in either case pursuant to the extent not prohibited by the BCA and upon receipt of any affirmation and undertaking required by the BCA, (ii) Acquiror will cooperate in the defense of any such matter and (iii) any applicable organizational document or Company Indemnification Agreement. Any determination required to be made with respect to whether an a Company Indemnified Party's ’s conduct complies with the standards set forth under applicable Law and the BCA Company 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 be made by independent legal counsel mutually selected by the Surviving Corporation and reasonably acceptable to Acquiror and the Company Indemnified Party (such acceptance not to be unreasonably conditioned, withheld or delayed). During this six year period, without the prior written consent of the Company Indemnified Party; provided, howeverall 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, that -------- ------- Acquiror 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 liable for amended, restated, amended and restated, repealed or otherwise modified in any settlement effected without its written consent manner (which consent shall not be reasonably withheld). The Indemnified Parties as a group may retain only one whether by merger, consolidation, division, operation of law firm with respect to each related matter except to the extent there is, in the opinion or otherwise) that would adversely affect any right thereunder of counsel to an any such Company Indemnified Party, under applicable standards of professional conduct, a conflict on any significant issue between positions of any two or more Indemnified Parties.

Indemnification of Directors and Officers. (a) From and after the Effective Time Closing Date, Parent shall, and shall cause the Surviving Corporation and its Subsidiaries to, 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 the Company and its 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 for a period of six years thereafterafter 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. Parent shall, or shall cause the Surviving Corporation shall indemnifyto, defend and hold harmless each person who is nowadvance expenses to an Indemnified Party, or has been at any time prior as incurred, to the date hereof 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 non-appealable order or who becomes prior decree that such Indemnified Party is not entitled to indemnification. In the Effective Time, an officer or director event of the Company or any of its subsidiaries (the "Indemnified Parties") against all losses, claims, damages, costs, expenses (including attorneys' fees and expenses), liabilities or judgments or amounts that are paid in settlement of or in connection with any threatened or actual such claim, action, suit, proceeding or investigation based in whole (whether arising before or in part on or arising in whole or in part out of after the fact that such person is or was a director or officer of the Company or any of its subsidiaries, whether pertaining to any matter existing or occurring at or prior to the Effective Time and whether asserted or claimed prior to, or at or after, the Effective Time ("Indemnified Liabilities"Closing Date), including, without limitation, all Indemnified Liabilities based in whole or in part on, or arising in whole or in part out of, or pertaining to this Agreement or the transactions contemplated hereby, in each case to the fullest extent a corporation is permitted under the BCA to indemnify its own directors or officers, as the case may be; provided, however, -------- ------- that all right to indemnification in respect of any claim asserted or made within such period shall continue until the disposition of such claim. In the event of an Indemnified Liability, (i) Acquiror shall pay the reasonable fees and expenses of counsel selected by the Indemnified Parties, which counsel Parties shall be reasonably satisfactory to Acquiror, promptly after statements therefor are received notify Parent and otherwise advance to such Indemnified Party upon request reimbursement of documented expenses reasonably incurred, in either case to the extent not prohibited by the BCA and upon receipt of any affirmation and undertaking required by the BCASurviving Corporation thereof, (ii) Acquiror will cooperate in any counsel retained by the defense Indemnified Parties for any period after the Closing Date shall be subject to the consent of any such matter Parent and the Surviving Corporation (which consent shall not be unreasonably withheld), (iii) none of Parent and the Surviving Corporation shall be obligated to pay for more than one firm of counsel for all Indemnified Parties, except to the extent that (x) an Indemnified Party has been advised by counsel that there are conflicting interests between it and any determination other Indemnified Party or (y) local counsel, in addition to such other counsel, is required to be made with respect to whether an Indemnified Party's conduct complies with the standards set forth under the BCA shall be made by independent counsel mutually acceptable to Acquiror effectively defend against such action or proceedings, and (iv) none of Parent and the Indemnified Party; provided, however, that -------- ------- Acquiror Surviving Corporation shall not be liable for any settlement effected without its written consent (which consent shall not be reasonably unreasonably withheld). The None of Parent and the Surviving Corporation shall have any obligation hereunder to any Indemnified Parties as Party when and if it shall be determined by a group may retain only one law firm with respect to each related matter except to court of competent jurisdiction in a final non-appealable order or decree that the extent there is, indemnification of such Indemnified Party in the opinion of counsel to an Indemnified Party, under manner contemplated hereby is prohibited by applicable standards of professional conduct, a conflict on any significant issue between positions of any two or more Indemnified PartiesLaw.

Indemnification of Directors and Officers. (a) From and after the Effective Time and for a period of six years thereafterTime, the Surviving Corporation shall Entity will indemnify, defend and hold harmless each person who is now, or has been at any time prior to the date hereof or who becomes prior to the Effective Time, an officer or director present and former officers and directors of the Company or any of its subsidiaries (when acting in such capacity) (each, an "Indemnified Party" and together, the "Indemnified Parties") (and will also, subject to Section 6.10(b), advance expenses as incurred to the fullest extent permitted under the DGCL, provided that the Person to whom expenses are advanced provides an undertaking to repay such advances if it is ultimately determined that such Person is not entitled to indemnification), against all losses, costs, expenses, claims, damages, costs, expenses (including attorneys' fees and expenses), liabilities or judgments or amounts that are paid in settlement of or liabilities incurred in connection with 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 the fact that such person the Indemnified Party is or was a an officer or director or officer of the Company or any of its subsidiaries, whether pertaining to any matter existing or occurring before or at or prior to the Effective Time and whether asserted or claimed prior tobefore, or at or after, the Effective Time (the "Indemnified Liabilities"), including, without limitation, all Indemnified Liabilities based in whole or in part on, or arising in whole or in part out of, or pertaining to this Agreement or the transactions contemplated hereby, in each case ) to the fullest extent a corporation is permitted under the BCA to indemnify its own directors or officers, as the case may be; provided, however, -------- ------- that all right to indemnification in respect of any claim asserted or made within such period shall continue until the disposition of such claim. In the event of an Indemnified Liability, (i) Acquiror shall pay the reasonable fees and expenses of counsel selected by the Indemnified Parties, which counsel shall be reasonably satisfactory to Acquiror, promptly after statements therefor are received and otherwise advance to such Indemnified Party upon request reimbursement of documented expenses reasonably incurred, in either case to the extent not prohibited by the BCA and upon receipt of any affirmation and undertaking required by the BCA, (ii) Acquiror will cooperate in the defense of any such matter and (iii) any determination required to be made with respect to whether an Indemnified Party's conduct complies with the standards set forth under the BCA shall be made by independent counsel mutually acceptable to Acquiror and the Indemnified PartyDGCL; provided, however, that -------- ------- Acquiror such indemnification will be provided only to the extent any directors' and officers' liability insurance policy of the Company or its Subsidiaries does not provide coverage and actual payment thereunder with respect to the matters that would otherwise be subject to indemnification hereunder (it being understood that the Surviving Entity shall, subject to Section 6.10(b), advance expenses on a current basis as provided in this paragraph (a) notwithstanding such insurance coverage to the extent that payments thereunder have not yet been made, in which case the Surviving Entity shall not be liable for any settlement effected without its written consent (which consent shall not be reasonably withheldentitled to repayment of such advances from the proceeds of such insurance coverage). The Parent and Merger Sub agree that all rights to indemnification, including provisions relating to advances of expenses incurred in defense of any action, suit or proceeding, whether civil, criminal, administrative or investigative (each, a "Claim"), existing in favor of the Indemnified Parties as a group may retain only one law firm provided in the Company Charter or Company Bylaws or pursuant to other agreements, or certificates of incorporation or bylaws or similar documents of any Subsidiaries of the Company, as in effect as of the date hereof, with respect to each related matter except to matters occurring through the extent there isEffective Time, will survive the Merger and will continue in full force and effect for a period of not less than six years after the opinion of counsel to an Indemnified Party, under applicable standards of professional conduct, a conflict on any significant issue between positions of any two or more Indemnified PartiesEffective Time.

Indemnification of Directors and Officers. (a) From and after For a period beginning at the Effective Time and for a period ending on the sixth (6th) anniversary of six years thereafterthe Effective Time, Parent shall cause the Surviving Corporation shall indemnify, defend to indemnify and hold harmless each person who is nowall past and present directors, officers and employees of the Company or any Company Subsidiary to the same extent such Persons are indemnified as of the effective date of this Agreement by the Company or any Company Subsidiary pursuant to applicable Law, the Company Articles, the Company By-laws, the articles of incorporation and bylaws, or has been equivalent organizational or governing documents, of any Company Subsidiary, and indemnification agreements, if any, in existence on the effective date of this Agreement and filed as an exhibit to a Company SEC Document 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 any time prior to the date hereof or who becomes prior to the Effective Time; provided, an officer however, that Parent shall cause the Surviving Corporation to indemnify and hold harmless such persons to the fullest extent permitted by applicable Law for acts or director omissions occurring in connection with the approval of this Agreement and the consummation of the Company or any of its subsidiaries (transactions contemplated hereby. Parent shall cause the "Indemnified Parties") against all losses, claims, damages, costs, Surviving Corporation to advance expenses (including attorneys' reasonable legal fees and expenses), liabilities or judgments or amounts that are paid ) incurred in settlement the defense of or 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 the fact that such person is or was a director or officer of the Company or any of its subsidiaries, whether pertaining to any matter existing or occurring at or prior to the Effective Time and whether asserted or claimed prior to, or at or after, the Effective Time ("Indemnified Liabilities"), including, without limitation, all Indemnified Liabilities based in whole or in part on, or arising in whole or in part out of, or pertaining to this Agreement or the transactions contemplated hereby, in each case to the fullest extent a corporation is permitted under the BCA to indemnify its own directors or officers, as the case may be; provided, however, -------- ------- that all right to indemnification in respect of any claim asserted or made within such period shall continue until the disposition of such claim. In the event of an Indemnified Liability, (i) Acquiror shall pay the reasonable fees and expenses of counsel selected by the Indemnified Parties, which counsel shall be reasonably satisfactory to Acquiror, promptly after statements therefor are received and otherwise advance to such Indemnified Party upon request reimbursement of documented expenses reasonably incurred, in either case to the extent not prohibited by the BCA and upon receipt of any affirmation and undertaking required by the BCA, (ii) Acquiror will cooperate in the defense of any such matter and (iii) any determination required to be made with respect to whether an Indemnified Party's conduct complies the matters subject to indemnification pursuant to this Section 5.10(a) in accordance with the standards procedures set forth in the Company Articles, the Company By-laws, the articles of incorporation and bylaws, or equivalent organizational documents, of any Company Subsidiary, and indemnification agreements, if any, in existence on the effective date of this Agreement and filed as an exhibit to a Company SEC Document, including any expenses incurred in enforcing such Person’s rights under this Section 5.10, regardless of whether indemnification with respect to or advancement of such expenses is authorized under the BCA shall be made by independent counsel mutually acceptable to Acquiror Company Articles, the Company By-laws, the articles of incorporation and the Indemnified Partybylaws, or equivalent organizational documents, of any Company Subsidiary, or such indemnification agreements; provided, however, that -------- ------- Acquiror shall the director, officer or employee to whom expenses are advanced undertakes to repay such advanced expenses to Parent and the Surviving Corporation if it is ultimately determined that such director, officer or employee is not be liable for any settlement effected without its written consent (which consent shall not be reasonably withheldentitled to indemnification pursuant to this Section 5.10(a). The Indemnified Parties as a group may retain only one law firm 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 each related matter except matters subject to indemnification hereunder on or prior to the extent there issixth (6th) anniversary of the Effective Time, the provisions of this Section 5.10(a) shall continue in effect until the opinion final disposition of counsel to an Indemnified Partysuch claim, under applicable standards of professional conductaction, a conflict on any significant issue between positions of any two suit, proceeding or more Indemnified Partiesinvestigation.

Indemnification of Directors and Officers. (a) From and after After the Effective Time through the sixth anniversary of the Effective Time, the Parent and for a period of six years thereafter, the Surviving Corporation shall indemnifyshall, defend jointly and severally, indemnify and hold harmless each person who is now, or has been at any time prior to the date hereof or who becomes prior to present (as of the Effective Time) or former officer, director or employee of the Company and the Subsidiaries (the “D&O Indemnified Persons”), against all claims, losses, liabilities, damages, judgments, fines and reasonable fees, costs and expenses (including attorneys’ fees and expenses) incurred in connection with any claim, action, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of or pertaining to acts or omissions (other than illegal acts or acts of fraud), or alleged acts or omissions (other than illegal acts or acts of fraud), related to (i) the fact that the D&O Indemnified Person is or was an officer officer, director or director employee of the Company or any of its subsidiaries the Subsidiaries or (the "Indemnified Parties"ii) against all losses, claims, damages, costs, expenses (including attorneys' fees and expenses), liabilities or judgments or amounts that are paid in settlement of or 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 the fact that such person is or was a director or officer of the Company or any of its subsidiaries, whether pertaining to any matter matters existing or occurring at or prior to the Effective Time (including this Agreement and the transactions and actions contemplated hereby), whether asserted or claimed prior to, or at or after, after the Effective Time ("Indemnified Liabilities")Time, including, without limitation, all Indemnified Liabilities based in whole or in part on, or arising in whole or in part out of, or pertaining to this Agreement or the transactions contemplated hereby, in each case to the fullest extent a corporation is permitted under applicable law; provided that (a) no D&O Indemnified Person may settle any such claim without the BCA to indemnify its own directors prior approval of the Parent, unless such approval is unreasonably withheld or officers, as the case may be; provided, however, -------- ------- that all right to delayed and (b) no indemnification in respect of any claim asserted or made within such period shall continue until the disposition of such claim. In the event of an Indemnified Liability, (i) Acquiror shall pay the reasonable fees and expenses of counsel selected by the Indemnified Parties, which counsel shall be reasonably satisfactory made to Acquiror, promptly after statements therefor are received and otherwise advance to such any D&O Indemnified Party upon request reimbursement of documented expenses reasonably incurred, in either case Person to the extent that it is finally determined by a court of competent jurisdiction (after all rights to appeal shall have expired) that such D&O Indemnified Person did not prohibited by with respect to the BCA matter subject to indemnification hereunder, act in good faith and upon receipt in a manner which he reasonably believed to be not opposed to the best interest of the Company (or any affirmation and undertaking required by the BCASubsidiary thereof) or otherwise acted or omitted to act with recklessness, (ii) Acquiror gross negligence or willful misconduct. Each D&O Indemnified Person will cooperate be entitled to advancement of expenses incurred in the defense of any such matter and claim, action, proceeding or investigation from the Parent or the Surviving Corporation within ten (iii10) business days of receipt by the Parent or the Surviving Corporation from the D&O Indemnified Person of a request therefor; provided that any determination required person to be made with respect to whether whom expenses are advanced provides an Indemnified Party's conduct complies with the standards set forth under the BCA shall be made by independent counsel mutually acceptable to Acquiror and the Indemnified Party; providedundertaking, however, that -------- ------- Acquiror shall not be liable for any settlement effected without its written consent (which consent shall not be reasonably withheld). The Indemnified Parties as a group may retain only one law firm with respect to each related matter except to the extent there isrequired by the DGCL, in the opinion of counsel to an Indemnified Party, under applicable standards of professional conduct, a conflict on any significant issue between positions of any two or more Indemnified Partiesrepay such advances if it is ultimately determined that such person is not entitled to indemnification.

Indemnification of Directors and Officers. (a) From and after the Effective Time Closing Date, Parent shall, and shall cause the Surviving Corporation and its Subsidiaries to, 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 the Company and its Subsidiaries (collectively, the “D&O Indemnified Parties”) against any and all costs or expenses (including reasonable 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 for a period of six years thereafterafter 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. Parent shall, or shall cause the Surviving Corporation shall indemnifyto, defend and hold harmless each person who is nowadvance expenses to an Indemnified Party, or has been at any time prior as incurred, to the date hereof 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 non –appealable order or who becomes prior decree that such Indemnified Party is not entitled to indemnification. In the Effective Time, an officer or director event of the Company or any of its subsidiaries (the "Indemnified Parties") against all losses, claims, damages, costs, expenses (including attorneys' fees and expenses), liabilities or judgments or amounts that are paid in settlement of or in connection with any threatened or actual such claim, action, suit, proceeding or investigation based in whole (whether arising before or in part on or arising in whole or in part out of after the fact that such person is or was a director or officer of the Company or any of its subsidiaries, whether pertaining to any matter existing or occurring at or prior to the Effective Time and whether asserted or claimed prior to, or at or after, the Effective Time ("Indemnified Liabilities"Closing Date), including, without limitation, all Indemnified Liabilities based in whole or in part on, or arising in whole or in part out of, or pertaining to this Agreement or the transactions contemplated hereby, in each case to the fullest extent a corporation is permitted under the BCA to indemnify its own directors or officers, as the case may be; provided, however, -------- ------- that all right to indemnification in respect of any claim asserted or made within such period shall continue until the disposition of such claim. In the event of an Indemnified Liability, (i) Acquiror the D&O Indemnified Parties shall pay promptly notify Parent and the reasonable fees and expenses of counsel selected by the Indemnified Parties, which counsel shall be reasonably satisfactory to Acquiror, promptly after statements therefor are received and otherwise advance to such Indemnified Party upon request reimbursement of documented expenses reasonably incurred, in either case to the extent not prohibited by the BCA and upon receipt of any affirmation and undertaking required by the BCASurviving Corporation thereof, (ii) Acquiror will cooperate in any counsel retained by the defense D&O Indemnified Parties for any period after the Closing Date shall be subject to the consent of any such matter Parent and the Surviving Corporation (which consent shall not be unreasonably withheld), (iii) none of Parent and the Surviving Corporation shall be obligated to pay for more than one firm of counsel for all D&O 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 determination other Indemnified Party or (y) local counsel, in addition to such other counsel, is required to be made with respect to whether an Indemnified Party's conduct complies with the standards set forth under the BCA shall be made by independent counsel mutually acceptable to Acquiror effectively defend against such action or proceedings, and (iv) none of Parent and the Indemnified Party; provided, however, that -------- ------- Acquiror Surviving Corporation shall not be liable for any settlement effected without its written consent (which consent shall not be reasonably unreasonably withheld). The None of Parent and the Surviving Corporation shall have any obligation hereunder to any Indemnified Parties as Party when and if it shall be determined by a group may retain only one law firm with respect to each related matter except to court of competent jurisdiction in a final non-appealable order or decree that the extent there is, indemnification of such Indemnified Party in the opinion of counsel to an Indemnified Party, under manner contemplated hereby is prohibited by applicable standards of professional conduct, a conflict on any significant issue between positions of any two or more Indemnified Partieslaw.

Indemnification of Directors and Officers. (a) From and after the Effective Time Closing Date, the Purchaser shall, and shall cause the Company and its Subsidiaries to, to the fullest extent permitted under applicable law and their respective Organizational Documents as in effect on the date hereof, maintain their existing indemnification provisions with respect to, and indemnify and hold harmless, each present and former director and officer of the Company and its 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 for a period of six years thereafterafter the Closing Date; provided that if any claim or claims are asserted or made within such six-year period, the Surviving Corporation all rights to indemnification in respect of any such claim or claims shall indemnify, defend continue until disposition of any and hold harmless each person who is nowall such claims. The Purchaser shall, or has been at any time prior shall cause the Company to, advance expenses to an Indemnified Party, as incurred, to the date hereof 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 non-appealable order or who becomes prior decree that such Indemnified Party is not entitled to indemnification. In the Effective Time, an officer or director event of the Company or any of its subsidiaries (the "Indemnified Parties") against all losses, claims, damages, costs, expenses (including attorneys' fees and expenses), liabilities or judgments or amounts that are paid in settlement of or in connection with any threatened or actual such claim, action, suit, proceeding or investigation based in whole (whether arising before or in part on or arising in whole or in part out of after the fact that such person is or was a director or officer of the Company or any of its subsidiaries, whether pertaining to any matter existing or occurring at or prior to the Effective Time and whether asserted or claimed prior to, or at or after, the Effective Time ("Indemnified Liabilities"Closing Date), including, without limitation, all Indemnified Liabilities based in whole or in part on, or arising in whole or in part out of, or pertaining to this Agreement or the transactions contemplated hereby, in each case to the fullest extent a corporation is permitted under the BCA to indemnify its own directors or officers, as the case may be; provided, however, -------- ------- that all right to indemnification in respect of any claim asserted or made within such period shall continue until the disposition of such claim. In the event of an Indemnified Liability, (i) Acquiror shall pay the reasonable fees and expenses of counsel selected by the Indemnified Parties, which counsel Parties shall be reasonably satisfactory to Acquiror, promptly after statements therefor are received notify the Purchaser and otherwise advance to such Indemnified Party upon request reimbursement of documented expenses reasonably incurred, in either case to the extent not prohibited by the BCA and upon receipt of any affirmation and undertaking required by the BCACompany thereof, (ii) Acquiror will cooperate in any counsel retained by the defense Indemnified Parties for any period after the Closing Date shall be subject to the consent of any such matter the Purchaser and the Company (which consent shall not be unreasonably withheld), (iii) neither of the Purchaser and the Company shall be obligated to pay for more than one firm of counsel for all Indemnified Parties, except to the extent that (x) an Indemnified Party has been advised by counsel that there are conflicting interests between it and any determination other Indemnified Party or (y) local counsel, in addition to such other counsel, is required to be made with respect to whether an Indemnified Party's conduct complies with effectively defend against such action or proceedings, and (iv) neither of the standards set forth under the BCA shall be made by independent counsel mutually acceptable to Acquiror Purchaser and the Indemnified Party; provided, however, that -------- ------- Acquiror Company shall not be liable for any settlement effected without its written consent (which consent shall not be reasonably unreasonably withheld). The Neither of the Purchaser and the Company shall have any obligation hereunder to any Indemnified Parties as Party when and if it shall be determined by a group may retain only one law firm with respect to each related matter except to court of competent jurisdiction in a final non-appealable order or decree that the extent there is, indemnification of such Indemnified Party in the opinion of counsel to an Indemnified Party, under manner contemplated hereby is prohibited by applicable standards of professional conduct, a conflict on any significant issue between positions of any two or more Indemnified Partieslaw.

Indemnification of Directors and Officers. (a) From For six (6) years from and after the Effective Time and for a period of six years thereafterTime, the Surviving Corporation Company shall, and Parent shall indemnifycause the Surviving Company to, defend indemnify and hold harmless each person who is nowall past and present directors and officers of the Company and the Company Subsidiaries (collectively, or has been at the “Indemnified Parties”) against any time costs (including attorneys’ fees) and expenses (including advancing costs (including attorneys’ fees) and expenses) prior to the date hereof Table of Contents final disposition of any actual or who becomes prior threatened claim, suit, proceeding or investigation to each Indemnified Party to the Effective Timefullest extent permitted by applicable Law, an officer or director the Company Charter, the Company Bylaws, and the organizational documents of the Company or Subsidiaries, as applicable; provided that such Indemnified Party agrees in advance to return any such funds to which a court of its subsidiaries (the "competent jurisdiction determines in a final, nonappealable judgment that such Indemnified Parties") against all Party is not ultimately entitled), judgments, fines, losses, claims, damages, costs, expenses (including attorneys' fees liabilities and expenses), liabilities or judgments or amounts that are paid in settlement of or in connection with any actual or threatened or actual claim, action, investigation, suit, proceeding or investigation based in whole or in part on or arising in whole or in part out of the fact that such person is or was a director or officer of the Company or any of its subsidiariesinvestigation, whether pertaining civil, criminal, administrative or investigative in respect of acts or omissions occurring or alleged to any matter existing or occurring have occurred at or prior to the Effective Time (including acts or omissions occurring in connection with the approval of this Agreement and the consummation of the Offer and the Merger), whether asserted or claimed prior to, or at or after, after the Effective Time ("Indemnified Liabilities"), including, without limitation, all Indemnified Liabilities based in whole or in part on, or arising in whole or in part out of, or pertaining to this Agreement or the transactions contemplated herebyTime, in each case connection with such Persons serving or having served as an officer, director or other fiduciary of the Company or any Company Subsidiary or of any other Person if such service was at the request or for the benefit of the Company or any Company Subsidiary, to the fullest extent a corporation is permitted under by applicable Law, the BCA to indemnify its own directors or officersCompany Charter, the Company Bylaws, and the organizational documents of the Company Subsidiaries, as applicable, or any indemnification, employment or other similar Contracts made available to Parent. The Parties agree that the case may be; provided, however, -------- ------- foregoing rights to indemnification and advancement shall also apply with respect to any action to enforce this provision or any other indemnification or advancement right of any Indemnified Party and that all right rights to elimination of liability, indemnification and advancement of expenses for acts or omissions occurring or alleged to have occurred at or prior to the Effective Time, whether asserted or claimed prior to, at or after the Effective Time, now existing in favor of the Indemnified Parties as provided in their respective certificate of incorporation or bylaws (or comparable organizational documents) or in any indemnification agreement in existence on the date of this Agreement and provided to Parent prior to the date of this Agreement shall survive the Merger and shall continue in full force and effect in accordance with the terms thereof. Notwithstanding anything herein to the contrary, if any Indemnified Party notifies the Surviving Company in writing on or prior to the sixth (6th) anniversary of the Effective Time of a matter in respect of any claim asserted or made within which such period Person intends in good faith to seek indemnification pursuant to this Section 5.7(a), the provisions of this Section 5.7(a) shall continue until the disposition of such claim. In the event of an Indemnified Liability, (i) Acquiror shall pay the reasonable fees and expenses of counsel selected by the Indemnified Parties, which counsel shall be reasonably satisfactory to Acquiror, promptly after statements therefor are received and otherwise advance to such Indemnified Party upon request reimbursement of documented expenses reasonably incurred, in either case to the extent not prohibited by the BCA and upon receipt of any affirmation and undertaking required by the BCA, (ii) Acquiror will cooperate in the defense of any such matter and (iii) any determination required to be made effect with respect to whether an Indemnified Party's conduct complies with such matter until the standards set forth under the BCA shall be made by independent counsel mutually acceptable to Acquiror final disposition of all claims, actions, investigations, suits and the Indemnified Party; provided, however, that -------- ------- Acquiror shall not be liable for any settlement effected without its written consent (which consent shall not be reasonably withheld). The Indemnified Parties as a group may retain only one law firm with respect to each related matter except to the extent there is, in the opinion of counsel to an Indemnified Party, under applicable standards of professional conduct, a conflict on any significant issue between positions of any two or more Indemnified Partiesproceedings relating thereto.

Indemnification of Directors and Officers. (a) From and after the Effective Time and for a period of six years thereafter, Parent shall cause the Surviving Corporation shall to, (i) indemnify, defend and hold harmless each person any Person who is now, or has been at any time prior to the date hereof hereof, or who becomes prior to the Effective Time, an a director or officer or director of any Acquired Company (the “Indemnified Party”) to the same extent such persons are indemnified as of the date of this Agreement by the Acquired Companies pursuant to the certificates of incorporation and by-laws of the Company or any of its subsidiaries (and the "Indemnified Parties") other Acquired Companies against all losses, claims, damages, costsliabilities, costs and expenses (including attorneys' ’ fees and expenses), liabilities or judgments or judgments, fines, losses, and amounts that are paid in settlement of or in connection with any actual or threatened or actual claim, action, suit, claim, proceeding or investigation (each, a “Claim”) to the extent that any such Claim is based in whole on, or in part on or arising in whole or in part arises out of of, the fact that such person Person is or was a director or officer of an Acquired Company or is or was serving at the request of an Acquired Company as a director or officer of another Entity, in each case to the extent that any such Claim pertains to any matter or fact arising, existing or occurring prior to or at the Effective Time (including to the extent that any such Claim is based on, or arises out of this Agreement or any of the transactions contemplated hereby), regardless of whether such Claim is asserted or claimed prior to, at or after the Effective Time, other than in each case for Claims judicially determined to involve a willful breach of this Agreement, and (ii) advance to such Indemnified Party its subsidiariesfees and expenses (including attorneys’ fees) periodically and promptly upon request to the fullest extent permitted under the certificate of incorporation and bylaws of the Company as of the date hereof, whether pertaining subject to the provision by such Indemnified Party of an undertaking to reimburse the amounts so advanced in the event of a determination by a court of competent jurisdiction that such Indemnified Party is not entitled thereto. Parent and the Company agree that all rights to indemnification and all limitations of liability existing in favor of any matter existing Indemnified Party as provided in the Company’s certificate of incorporation and by-laws and indemnification agreements as in effect as of the date hereof shall survive the Merger and shall continue in full force and effect for a period of six years from the Effective Time unless otherwise required by applicable Legal Requirement. In addition, until six years from the Effective Time, unless otherwise required by applicable Legal Requirement, the certificate of incorporation and bylaws of the Surviving Corporation shall contain provisions no less favorable with respect to indemnification of the Indemnified Parties for actions or omissions occurring at or prior to the Effective Time and whether asserted or claimed prior to, or at or after, the Effective Time ("Indemnified Liabilities"), including, without limitation, all Indemnified Liabilities based in whole or in part on, or arising in whole or in part out of, or pertaining to this Agreement or the transactions contemplated hereby, in each case to the fullest extent a corporation is permitted under the BCA to indemnify its own directors or officers, as the case may be; provided, however, -------- ------- that all right to indemnification in respect of any claim asserted or made within such period shall continue until the disposition of such claim. In the event of an Indemnified Liability, (i) Acquiror shall pay the reasonable fees and expenses of counsel selected by the Indemnified Parties, which counsel shall be reasonably satisfactory to Acquiror, promptly after statements therefor are received and otherwise advance to such Indemnified Party upon request reimbursement of documented expenses reasonably incurred, in either case to the extent not prohibited by the BCA and upon receipt of any affirmation and undertaking required by the BCA, (ii) Acquiror will cooperate than those set forth in the defense certificate of any such matter incorporation and (iii) any determination required to be made with respect to whether an Indemnified Party's conduct complies with bylaws of the standards set forth under Company on the BCA shall be made by independent counsel mutually acceptable to Acquiror and the Indemnified Party; provided, however, that -------- ------- Acquiror shall not be liable for any settlement effected without its written consent (which consent shall not be reasonably withheld). The Indemnified Parties as a group may retain only one law firm with respect to each related matter except to the extent there is, in the opinion date of counsel to an Indemnified Party, under applicable standards of professional conduct, a conflict on any significant issue between positions of any two or more Indemnified Parties.this

Indemnification of Directors and Officers. (a) From The certificate of incorporation and after by-laws (or equivalent governing instruments) of the Effective Time Surviving Corporation and each of its subsidiaries shall contain provisions no less favorable with respect to indemnification than are set forth in the certificate of incorporation and by-laws of the Company and its Subsidiaries, which provisions shall not be amended, repealed or otherwise modified for a period of six years thereafterafter the Effective Time in any manner that would adversely affect the rights thereunder of individuals who at or prior to the Effective Time were directors, officers, agents or employees of the Company or any of its Subsidiaries or who were otherwise entitled to indemnification pursuant to the certificate of incorporation and by-laws (or equivalent governing instruments) of the Company or any of its Subsidiaries. (b) Holding and the Surviving Corporation shall shall, jointly and severally, indemnify, defend and hold harmless each person who is now, or has been at any time prior to the date hereof of this Agreement or who becomes prior to the Effective Time, an a director or officer or director of the Company or any of its subsidiaries Subsidiaries (individually, an "Indemnified Person," and collectively, the "Indemnified PartiesPersons") against (i) all losses, claims, damages, costs, expenses (including attorneys' fees and expenses), liabilities or judgments judgements arising out of or relating to, or amounts that are paid in settlement (with the approval of the indemnifying party, which approval shall not be unreasonably withheld) of, or in connection with 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 the fact that such person is or was a director or officer of or the Company or any of its subsidiariesSubsidiaries, whether pertaining to any matter existing or occurring at or prior to the Effective Time and whether asserted or claimed prior to, to or at or after, the Effective Time ("Indemnified LiabilitiesIndemnifiable Claims"), including, without limitation, ) and (ii) all Indemnified Liabilities Indemnifiable Claims based in whole or in part on, or arising in whole or in part out of, or pertaining to this Agreement Agreement, the Merger or the transactions any other transaction contemplated herebyhereby or thereby, in each case to the fullest full extent a corporation is permitted under the BCA DGCL to indemnify its own directors or officers, as the case may be (and Holding and the Surviving Corporation, as the case may be; provided, howeverwill pay expenses in advance of the final disposition of any such claim, -------- ------- action, suit, proceeding or investigation to each Indemnified Person to the full extent permitted by law, subject to receipt of a written undertaking from such Indemnified Person to repay all amounts advanced in the event a final and non-appealable judicial determination is made that all right such person was not entitled to indemnification in respect under DGCL). Any Indemnified Person wishing to claim indemnification under this Section 5.12(b), upon learning of any claim asserted or made within such period shall continue until the disposition of such claim. In , action, suit, proceeding or investigation, shall notify Holding and the event of Surviving Corporation (but the failure so to notify an Indemnified Liability, (iindemnifying party shall not relieve it from any liability which it may have under this Section 5.12(b) Acquiror shall pay the reasonable fees and expenses of counsel selected by the Indemnified Parties, which counsel shall be reasonably satisfactory to Acquiror, promptly after statements therefor are received and otherwise advance to such Indemnified Party upon request reimbursement of documented expenses reasonably incurred, in either case except to the extent not prohibited by the BCA and upon receipt of any affirmation and undertaking required by the BCA, (ii) Acquiror will cooperate in the defense of any such matter and (iii) any determination required to be made with respect to whether an Indemnified Party's conduct complies with the standards set forth under the BCA shall be made by independent counsel mutually acceptable to Acquiror and the Indemnified Party; provided, however, that -------- ------- Acquiror shall not be liable for any settlement effected without its written consent (which consent shall not be reasonably withheldfailure prejudices such party). The Indemnified Parties Persons as a group may retain only one law firm to represent them with respect to each related such matter except to the extent unless there is, in the opinion of counsel to an Indemnified Party, under applicable standards of professional conduct, a conflict on any significant issue between the positions of any two or more Indemnified Parties. Notwithstanding anything to the contrary contained herein, if the Accession does not occur, all references to Holding in this Section 5.12(b) shall instead by deemed to be to the Parent. (c) For a period of six (6) years after the Effective Time, the Surviving Corporation shall cause to be maintained in effect directors' and officers' liability insurance covering each Indemnified Person who is currently covered by the Company's directors' and officers' insurance with respect to claims arising from facts or events which occurred at or prior to the Effective Time, which insurance shall be no less favorable than such insurance maintained in effect by the Company on the date hereof in terms of coverage and amounts; provided, however, that in no event shall the Surviving Corporation be required to expend in any one year an amount in excess of 150% of the annual premiums currently paid by the Company for such insurance; and, provided, further, that if annual premiums of such insurance coverage exceed such amount, the Surviving Corporation shall be obligated to obtain a policy with the greatest coverage available for a cost not exceeding such amount. (d) With respect to each Indemnified Person who is party to, or the beneficiary of, an agreement with the Company or any of its Subsidiaries providing for the indemnification of such person by the Company or any of its Subsidiaries in effect on the date hereof, the Surviving Corporation hereby agrees to be bound, and perform all obligations required to be performed, by the Company or any of its Subsidiaries under any such agreement. (e) The provisions of this Section 5.12 are intended to be for the benefit of, and shall be enforceable by, each Indemnified Person, his or her heirs and representatives. (f) With respect to the indemnification obligations of Holding contained in Section 5.12(b), in the event Holding disposes of all or substantially all of its assets or otherwise ceases to be sufficiently creditworthy to meet its obligations under Section 5.12(b), Parent agrees that it shall cause another of its wholly-owned Subsidiaries incorporated in the United States which is sufficiently creditworthy to assume the obligations of Holding under Section 5.12(b).

Indemnification of Directors and Officers. (a) From and after the Effective Time and for a period of six years thereafterClosing Date, Buyer shall, to the Surviving Corporation shall fullest extent permitted by applicable Law, cause the Company to indemnify, defend and hold harmless each person Person who is now, or has been at any time prior to the date hereof hereof, or who becomes prior to the Effective TimeClosing, an a director and/or officer or director of any Group Member (each a “Director/Officer Indemnitee” and collectively, the Company or any of its subsidiaries (the "Indemnified Parties"“Director/Officer Indemnitees”) against all lossesDamages or, claimssubject to the proviso of the next sentence, damages, costs, expenses (including attorneys' fees and expenses), liabilities or judgments or amounts that are paid in settlement of or in connection with any threatened or actual claimsettlement, action, suit, proceeding or investigation based in whole or in part on or arising in whole or in part out of the fact that such person is actions or was a director or officer of the Company or any of its subsidiaries, whether pertaining to any matter existing or omissions occurring at or prior to or at the Effective Time Closing (and whether asserted or claimed prior to, or at or afterafter the Closing) that are, the Effective Time ("Indemnified Liabilities"), including, without limitation, all Indemnified Liabilities based in whole or in part onpart, based on or arising in whole arise out of the fact that such Person is or in part out of, or pertaining to this Agreement or the transactions contemplated hereby, in each case was a director and/or officer of any Group Member prior to the fullest Closing (the “Director/Officer Indemnified Liabilities”), but specifically excluding Damages to the extent a corporation is permitted under the BCA to indemnify its own directors arising out of fraud, intentional misrepresentation or officers, as the case may be; provided, however, -------- ------- that all right to indemnification in respect of willful misconduct by any claim asserted or made within such period shall continue until the disposition of such claimDirector/Officer Indemnitee. In the event of an the occurrence of any such Director/Officer Indemnified Liability, (iA) Acquiror Buyer shall cause the Company to pay the reasonable fees and expenses of counsel selected by the Indemnified PartiesDirector/Officer Indemnitees, which counsel shall be reasonably satisfactory to Acquirorthe Company, promptly after statements therefor are received and otherwise advance to each such Indemnified Party Director/Officer Indemnitee upon request reimbursement of documented expenses reasonably incurred, in either case to the extent not prohibited by the BCA and upon receipt of any affirmation and undertaking required by the BCAapplicable law, (iiB) Acquiror will Buyer, the Company and the Director/Officer Indemnitees shall cooperate in the defense of any such matter matter, and (iiiC) any determination required to be made with respect to whether an Indemnified Party's a Director/Officer Indemnitee’s conduct complies with the standards set forth under the BCA applicable law shall be made by independent counsel mutually acceptable to Acquiror Buyer and the Indemnified PartyDirector/Officer Indemnitee (which acceptance shall not be unreasonably withheld, conditioned or delayed); provided, however, that -------- ------- Acquiror neither the Company nor the Director/Officer Indemnitee shall not be liable for any settlement effected without its prior written consent (which consent shall not be reasonably unreasonably withheld, conditioned or delayed). The Indemnified Parties Director/Officer Indemnitees as a group may retain only one law firm (other than any local counsel) with respect to each related matter except to the extent that there is, in the opinion of counsel to an Indemnified PartyDirector/Officer Indemnitee, under applicable standards of professional conduct, a conflict on any significant issue between positions of such Director/Officer lndemnitee and any two other Director/Officer Indemnitee. To the fullest extent permitted by law, from and after the Closing Date, all rights to indemnification as of the date hereof in favor of the Director/Officer Indemnitees with respect to their activities as such prior to the Closing, as provided in their charters and bylaws in effect on the Closing Date and pursuant to this Section 11.3 and shall survive the Closing and shall continue in and effect for a period of not less than five years following the Closing, and neither Buyer nor the Company shall derogate such rights by taking or more Indemnified Partiesfailing to take any action. The provisions of this Section 11.3 are intended to be for the benefit of, and shall be enforceable by, each Director/Officer Indemnitee and his or her heirs and representatives, as a third party beneficiary of this Section 11.3.

Indemnification of Directors and Officers. (a) From and after the Effective Time through the sixth anniversary of the date on which the Effective Time occurs, each of Buyer and for a period of six years thereafter, the Surviving Corporation shall indemnifyshall, defend jointly and severally, indemnify and hold harmless each person who is now, or has been at any time prior to the date hereof hereof, or who becomes prior to the Effective Time, a director or officer of the Company or any of its Subsidiaries (the "Company Indemnified Parties"), against all claims, losses, liabilities, damages, judgments, fines and reasonable fees, costs and expenses, including attorneys' fees and disbursements, incurred in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative (an "Action"), arising out of or pertaining to the fact that the Company Indemnified Party is or was an officer or director of the Company or any of its subsidiaries Subsidiaries including without limitation relating to the negotiation, execution and performance of this Agreement and any related agreements (other than Actions brought by Buyer or its Affiliates in respect of the "Indemnified Parties") against all lossesbreach of any representation, claims, damages, costs, expenses (including attorneys' fees and expenseswarranty or covenant by such officer or director under this Agreement), liabilities whether asserted or judgments claimed prior to, at or amounts after the Effective Time, to the fullest extent permitted under the MBCA for officers and directors of Massachusetts corporations or such other law that are paid the Surviving Corporation is subject to. Each Company Indemnified Party will be entitled to advancement of expenses incurred in settlement the defense of or in connection with any threatened or actual such claim, action, suit, proceeding or investigation based in whole or in part on or arising in whole or in part out from each of the fact Buyer and the Surviving Corporation within ten (10) business days of receipt by the Buyer or the Surviving Corporation from the Company Indemnified Party of a request therefor (provided that, the Person to whom expenses are advanced provides an undertaking to repay such advances if it is ultimately determined that such person Person is or was a director or officer of the Company or any of its subsidiaries, whether pertaining not entitled to any matter existing or occurring at or prior to the Effective Time and whether asserted or claimed prior to, or at or after, the Effective Time ("Indemnified Liabilities"indemnification), including, without limitation, all Indemnified Liabilities based in whole or in part on, or arising in whole or in part out of, or pertaining to this Agreement or the transactions contemplated hereby, in each case to the fullest extent a corporation is permitted under the BCA to indemnify its own directors or officers, as the case may be; provided, however, -------- ------- that all right to indemnification in respect of any claim asserted or made within such period shall continue until the disposition of such claim. In the event of an Indemnified Liabilityany Action, (i) Acquiror the Surviving Corporation shall pay control the reasonable fees and expenses defense of such Action with counsel selected by the Surviving Corporation, which counsel shall be reasonably acceptable to the Company Indemnified Party; provided however, that the Company Indemnified Party shall be permitted to participate in the defense of such Action through counsel selected by the Company Indemnified Party at the Company Indemnified Party's expense, which counsel shall be reasonably acceptable to the Surviving Corporation. Notwithstanding the foregoing, if there are conflicting interests between the Surviving Corporation and any Company Indemnified Parties with respect to the Action or there are additional defenses available to any Company Indemnified Parties which are not available to the other defendants, the Company Indemnified Parties shall be permitted to participate in the defense of such Action with counsel selected by the Company Indemnified Parties, which counsel shall be reasonably satisfactory acceptable to Acquirorthe Surviving Corporation, promptly after statements therefor are received and otherwise advance Buyer shall cause the Surviving Corporation to pay the reasonable fees and expenses of such counsel; provided however, that the Surviving Corporation shall not be obligated to pay the reasonable fees and expenses of more than one counsel for all Company Indemnified Party upon request reimbursement of documented expenses reasonably incurred, Parties in either case any single Action except to the extent that, in the opinion of counsel for the Company Indemnified Parties, two or more of such Company Indemnified Parties have conflicting interests in the outcome of such Action, in which case the Surviving Corporation shall be obligated to pay the reasonable fees and expenses for such additional counsel, which counsel shall be reasonably acceptable to the Surviving Corporation. A Company Indemnified Party shall not prohibited by the BCA and upon receipt agree to any settlement of any affirmation and undertaking required by Action without the BCA, (ii) Acquiror will cooperate in the defense of any such matter and (iii) any determination required to be made with respect to whether an Indemnified Party's conduct complies with the standards set forth under the BCA shall be made by independent counsel mutually acceptable to Acquiror and the Indemnified Party; provided, however, that -------- ------- Acquiror shall not be liable for any settlement effected without its prior written consent of the Surviving Corporation (which consent shall not be reasonably unreasonably withheld, conditioned or delayed), and neither the Buyer nor the Surviving Corporation shall be liable for any settlement of any Action by a Company Indemnified Party effected without the prior written consent of the Surviving Corporation (which consent shall not be unreasonably withheld, conditioned or delayed). The Buyer and Surviving Corporation shall not agree to any settlement of any Action that does not include a complete release of the Company Indemnified Parties as a group may retain only one law firm from all liability with respect thereto or that imposes any liability or obligation on the Company Indemnified Party without the prior written consent of the Company Indemnified Parties. Neither Buyer nor the Surviving Corporation shall have any obligation hereunder to each related matter except to the extent there isa Company Indemnified Party when and if a court of competent jurisdiction shall ultimately determine, and such determination shall have become final and non-appealable, that indemnification of such defendant in the opinion of counsel to an Indemnified Party, under manner contemplated hereby is prohibited by applicable standards of professional conduct, a conflict on any significant issue between positions of any two or more Indemnified Partieslaw.

Indemnification of Directors and Officers. (a) From and after the Effective Time 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 for a period its Subsidiaries (including the EBG Surviving Company and its Subsidiaries and the Astoria Surviving 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 six years thereafterAstoria, USPowerGenCo and their respective Subsidiaries (collectively, the Surviving Corporation shall indemnify, defend and hold harmless each person who is now, or has been at any time prior to the date hereof or who becomes prior to the Effective Time, an officer or director of the Company or any of its subsidiaries (the "“Indemnified Parties"”) against any and all costs or expenses (including travel expenses and reasonable attorneys’ fees), judgments, fines, losses, claims, damages, costs, expenses (including attorneys' fees liabilities and expenses), liabilities or judgments or amounts that are paid in defense or settlement of or otherwise in connection with any threatened claim, action, suit, proceeding or actual 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 based in whole (whether arising before or in part on or arising in whole or in part out of after the fact that such person is or was a director or officer of the Company or any of its subsidiaries, whether pertaining to any matter existing or occurring at or prior to the Effective Time and whether asserted or claimed prior to, or at or after, the Effective Time ("Indemnified Liabilities"Closing Date), including, without limitation, all Indemnified Liabilities based in whole or in part on, or arising in whole or in part out of, or pertaining to this Agreement or the transactions contemplated hereby, in each case to the fullest extent a corporation is permitted under the BCA to indemnify its own directors or officers, as the case may be; provided, however, -------- ------- that all right to indemnification in respect of any claim asserted or made within such period shall continue until the disposition of such claim. In the event of an Indemnified Liability, (i) Acquiror shall pay the reasonable fees and expenses of counsel selected by the Indemnified Parties, which counsel Parties shall be reasonably satisfactory to Acquiror, promptly after statements therefor are received and otherwise advance to such Indemnified Party upon request reimbursement of documented expenses reasonably incurred, in either case to the extent not prohibited by the BCA and upon receipt of any affirmation and undertaking required by the BCAnotify USPowerGenCo thereof, (ii) Acquiror will cooperate in any counsel retained by the defense Indemnified Parties for any period after the Closing Date shall be subject to the consent of any such matter and 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 determination other Indemnified Party or (y) local counsel, in addition to such other counsel, is required to be made with respect to whether an Indemnified Party's conduct complies with the standards set forth under the BCA shall be made by independent counsel mutually acceptable to Acquiror effectively defend against such action or proceedings, and the Indemnified Party; provided, however, that -------- ------- Acquiror (iv) USPowerGenCo shall not be liable for any settlement effected without its written consent (which consent shall not be reasonably unreasonably withheld). The USPowerGenCo shall not have any obligation hereunder to any Indemnified Parties as Party when and if it shall be determined by a group may retain only one law firm with respect to each related matter except to court of competent jurisdiction in a final non-appealable order or decree that the extent there is, indemnification of such Indemnified Party in the opinion of counsel to an Indemnified Party, under manner contemplated hereby is prohibited by applicable standards of professional conduct, a conflict on any significant issue between positions of any two or more Indemnified Partieslaw.

Indemnification of Directors and Officers. (a) From For a period of six (6) years following the Effective Time, the existing provisions of the 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 in any manner that would adversely affect the rights thereunder of any person that is as of the date hereof or the Effective Time covered as an indemnitee under any such elimination of liability or indemnification provisions, unless such amendment or modification shall be required by applicable Legal Requirements and then only to the minimum extent required by such Legal Requirements. In addition to the foregoing, from and after the Effective Time and for a period of six years thereafter(6) years, the Surviving Corporation shall, and Acquiror shall indemnifycause the Surviving Corporation to, defend indemnify and hold harmless harmless, or cause to be indemnified and held harmless, to the maximum extent permitted by applicable law, each person who is nowis, or has been at any time prior to the date hereof Closing Date will be, a current or who becomes prior to the Effective Time, an officer or director of the Company or any of its subsidiaries (the "Indemnified Parties") against all losses, claims, damages, costs, expenses (including attorneys' fees and expenses), liabilities or judgments or amounts that are paid in settlement of or 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 the fact that such person is or was a former director or officer of the Company (the “D&O Indemnitees”) 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 its subsidiariesthem, whether pertaining to any matter existing or occurring at or prior 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 Effective Time and whether asserted or claimed prior to, or at or after, the Effective Time ("Indemnified Liabilities"), including, without limitation, all Indemnified Liabilities based in whole or in part on, or arising in whole or in part out of, or pertaining to this Agreement or the transactions contemplated hereby, in each case to the fullest extent a corporation is permitted under the BCA to indemnify its own directors or officers, as the case may beby applicable law; provided, however, -------- ------- that all right to indemnification in respect of any claim asserted or made within such period shall continue until the disposition of such claim. In the event of an Indemnified Liabilitythat, (i) Acquiror shall pay the reasonable fees and expenses of counsel selected by the Indemnified Parties, which counsel shall be reasonably satisfactory to Acquiror, promptly after statements therefor are received and otherwise advance to such Indemnified Party upon request reimbursement of documented expenses reasonably incurred, in either case to the extent not prohibited by the BCA and upon receipt of any affirmation and undertaking required by the BCA, (ii) Acquiror will cooperate as provided in the defense 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 matter and (iii) any determination required advances if it is ultimately determined that such person is not entitled to be made with respect to whether an Indemnified Party's conduct complies with the standards set forth under the BCA shall be made by independent counsel mutually acceptable to Acquiror and the Indemnified Party; provided, however, that -------- ------- Acquiror shall not be liable for any settlement effected without its written consent (which consent shall not be reasonably withheld). The Indemnified Parties as a group may retain only one law firm with respect to each related matter except to the extent there is, in the opinion of counsel to an Indemnified Party, under applicable standards of professional conduct, a conflict on any significant issue between positions of any two or more Indemnified Partiesindemnification.

Indemnification of Directors and Officers. (a) From For six years from and after the Effective Time and for a period of six years thereafterTime, the Surviving Corporation shall, and Parent shall cause the Surviving Corporation to, assume, honor and fulfill in all respects the obligations of the Company and its Subsidiaries to indemnify, defend and hold harmless and advance the costs, fees and expenses of all past and present directors and officers of the Company and each person who is nowCompany Subsidiary (collectively, the “Covered Persons”) under and to the same extent such Persons are indemnified as of the date of this Agreement by the Company or such Company Subsidiary pursuant to (i) indemnification, expense advancement and exculpation provisions in the Company Charter, the Company Bylaws, the certificate of incorporation and bylaws, or has been at equivalent organizational or governing documents, of any time prior Company Subsidiary, and (ii) any indemnification agreements, if any, in existence on the date of this Agreement with any Covered Person and made available to Parent (collectively, the “Existing Indemnification Agreements”), in each case, to the date hereof fullest extent permitted by applicable Law, arising out of acts or who becomes prior to the Effective Time, an officer omissions in their capacity as directors or director officers of the Company or any of its subsidiaries (the "Indemnified Parties") against all losses, claims, damages, costs, expenses (including attorneys' fees and expenses), liabilities or judgments or amounts that are paid in settlement of or 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 the fact that such person is or was a director or officer of the Company or any of its subsidiaries, whether pertaining to any matter existing or Subsidiary occurring at or prior to the Effective Time and whether asserted or claimed prior to, or at or after, Time. Parent shall cause the Effective Time Surviving Corporation to advance expenses ("Indemnified Liabilities"), including, without limitation, all Indemnified Liabilities based in whole or in part on, or arising in whole or in part out of, or pertaining to this Agreement or the transactions contemplated hereby, in each case to the fullest extent a corporation is permitted under the BCA to indemnify its own directors or officers, as the case may be; provided, however, -------- ------- that all right to indemnification in respect of any claim asserted or made within such period shall continue until the disposition of such claim. In the event of an Indemnified Liability, (i) Acquiror shall pay the including reasonable legal fees and expenses of counsel selected by the Indemnified Parties, which counsel shall be reasonably satisfactory to Acquiror, promptly after statements therefor are received and otherwise advance to such Indemnified Party upon request reimbursement of documented expenses reasonably incurred, in either case to the extent not prohibited by the BCA and upon receipt of any affirmation and undertaking required by the BCA, (iiexpenses) Acquiror will cooperate incurred in the defense of any such matter and (iii) any determination required to be made Proceeding or investigation with respect to whether an Indemnified Party's conduct complies the matters subject to indemnification pursuant to this Section 6.8 in accordance with the standards 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, and any Existing Indemnification Agreements, as applicable; provided that the applicable Covered Person provides an undertaking to repay such advance if it is ultimately determined by a final non-appealable order of a court of competent jurisdiction that such Covered Person is not entitled to indemnification under this Section 6.8 or otherwise. Notwithstanding anything herein to the BCA shall be contrary, if any Proceeding (whether arising before, at or after the Effective Time) is made by independent counsel mutually acceptable to Acquiror and the Indemnified Party; provided, however, that -------- ------- Acquiror shall not be liable for any settlement effected without its written consent (which consent shall not be reasonably withheld). The Indemnified Parties as a group may retain only one law firm against such persons with respect to each related matter except matters subject to indemnification, expense advancement or exculpation hereunder on or prior to the extent there issixth (6th) anniversary of the Effective Time, the provisions of this Section 6.8 shall continue in effect until the opinion final disposition of counsel to an Indemnified Party, under applicable standards of professional conduct, a conflict on any significant issue between positions of any two such Proceeding or more Indemnified Partiesinvestigation.

Indemnification of Directors and Officers. (a) From The articles of incorporation and after bylaws of ENTK following the Effective Time will contain provisions with respect to exculpation and indemnification and shall not be amended, repealed or otherwise modified for a period of six years thereafterafter the Effective Time in any manner that would adversely affect the rights thereunder of individuals who following the Effective Time are directors, the Surviving Corporation shall indemnifyofficers, defend employees or agents of ENTK unless such modification is required by Law. In addition, from and hold harmless each person who is now, or has been at any time prior to the date hereof or who becomes prior to after the Effective Time, an officer or director of the Company or any of ENTK shall, and shall cause its subsidiaries (the "Indemnified Parties") against all lossesSubsidiaries to, claims, damages, costs, advance expenses (including attorneys' reasonable legal fees and expenses), liabilities or judgments or amounts that are paid ) incurred in settlement the defense of or 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 the fact that such person is or was a director or officer of the Company or any of its subsidiaries, whether pertaining with respect to any matter existing matters subject to indemnification pursuant to this Section 5.1 pursuant to the procedures set forth, and to the fullest extent provided in the certificate or occurring at or articles of incorporation and bylaws in effect immediately prior to the Effective Time and whether asserted or claimed prior to, or at or after, the Effective Time ("Indemnified Liabilities"), including, without limitation, all Indemnified Liabilities based in whole or in part on, or arising in whole or in part out of, or pertaining to this Agreement or the transactions contemplated hereby, in each case to the fullest extent a corporation is permitted under the BCA to indemnify its own directors or officers, as the case may beexisting indemnification agreements; provided, however, -------- ------- that, prior to any such advance, any Indemnified Party to whom expenses are advanced shall sign a written undertaking to repay such advanced expenses as soon as reasonably practicable if it is ultimately determined that all right to indemnification in respect of any claim asserted or made within such period shall continue until the disposition of such claim. In the event of an Indemnified Liability, (i) Acquiror shall pay the reasonable fees and expenses of counsel selected by the Indemnified Parties, which counsel shall be reasonably satisfactory to Acquiror, promptly after statements therefor are received and otherwise advance to such Indemnified Party upon request reimbursement of documented expenses reasonably incurredis not entitled to indemnification or advancement. Further, in either case from and after the Effective Time, ENTK shall not, and shall cause its Subsidiaries not to, settle, compromise or consent to the extent not prohibited by the BCA and upon receipt entry of any affirmation judgment in any proceeding or threatened action, suit, proceeding, investigation or claim, with respect to any matter arising out of, relating to, or in connection with any acts or omissions occurring or alleged to have occurred prior to the Effective Time (with respect to which indemnification could be sought by such Indemnified Party under the Nevada Revised Statutes, the indemnification provisions in ENTK's articles of incorporation and undertaking required by bylaws in effect immediately prior to the BCAEffective Time or any indemnification agreement), (ii) Acquiror will brought against any Indemnified Party, unless such settlement, compromise or consent includes an unconditional release of such Indemnified Party from all liability arising out of such action, suit, proceeding, investigation or claim or such Indemnified Party otherwise consents in writing and ENTK shall, and shall cause its Subsidiaries to, cooperate in the defense of any such matter and (iii) any determination required to be made with respect to whether an Indemnified Party's conduct complies with the standards set forth under the BCA shall be made by independent counsel mutually acceptable to Acquiror and the Indemnified Party; provided, however, that -------- ------- Acquiror shall not be liable for any settlement effected without its written consent (which consent shall not be reasonably withheld). The Indemnified Parties as a group may retain only one law firm with respect to each related matter except to the extent there is, in the opinion of counsel to an Indemnified Party, under applicable standards of professional conduct, a conflict on any significant issue between positions of any two or more Indemnified Partiesmatter.