Common use of Indemnification of Directors and Officers Clause in Contracts

Indemnification of Directors and Officers. (a) For a period of six years from and after the Effective Time, Parent and the Surviving Corporation will indemnify and hold harmless all past and present directors and officers of the Company to the same extent such Persons are indemnified as of the date of this Agreement by the Company pursuant to applicable Law, the Company Certificate, the Company Bylaws and indemnification agreements in existence on the date of this Agreement with any directors and officers of the Company arising out of acts or omissions in their capacity as directors or officers of the Company or any Company Subsidiary occurring at or prior to the Effective Time. Parent and the Surviving Corporation will advance expenses (including reasonable legal fees and expenses) incurred in the defense of any Proceedings with respect to the matters subject to indemnification pursuant to this Section 6.9(a) in accordance with the procedures set forth in the indemnification agreements in existence on the date of this Agreement. (b) For a period of six years from and after the Effective Time, Parent will cause the certificate of incorporation and bylaws of the Surviving Corporation to contain provisions no less favorable with respect to exculpation and indemnification of directors and officers of the Company for periods at or prior to the Effective Time than are currently set forth in the Company Certificate. Parent will cause the indemnification agreements in existence on the date of this Agreement with any of the directors, officers or employees of the Company to continue in full force and effect in accordance with their terms following the Effective Time. (c) For six years from and after the Effective Time, Parent will cause the Surviving Corporation to maintain for the benefit of the Company’s directors and officers, as of the date of this Agreement and as of the Effective Time, an insurance and indemnification policy that provides coverage for events occurring prior to the Effective Time (the “D&O Insurance”) that is substantially equivalent to and in any event not less favorable in the aggregate than the Company’s existing policy (accurate and complete copies which have been previously provided to Parent) or, if substantially equivalent insurance coverage is unavailable, the best available coverage; provided, however, that the Surviving Corporation will not be required to pay an annual premium for the D&O Insurance in excess of 250% of the last annual premium paid prior to the date of this Agreement. The provisions of the immediately preceding sentence will be deemed to have been satisfied if prepaid policies have been obtained prior to the Effective Time, which policies provide such directors and officers with coverage for an aggregate period of six years with respect to claims arising from facts or events that occurred on or before the Effective Time, including, without limitation, in respect of the transactions contemplated by this Agreement. If such prepaid policies have been obtained prior to the Effective Time, Parent will cause the Surviving Corporation to maintain such policies in full force and effect, and continue to honor the obligations thereunder. If the Company elects to purchase such prepaid policies prior to the Effective Time, the Company (i) will not purchase policies with claims limits in excess of the Company’s current policies or expend in connection therewith an amount in excess of 250% of the last annual premium paid prior to the date of this Agreement, and (ii) will consult and reasonably coordinate with Parent in connection with such purchase. (d) In the event Parent or the Surviving Corporation (i) consolidates with or merges into any other Person and will not be the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers all or substantially all of its properties and assets to any Person, then proper provision will be made so that such continuing or surviving corporation or entity or transferee of such assets, as the case may be, will assume the obligations set forth in this Section 6.9. (e) The obligations under this Section 6.9 will (i) continue, notwithstanding any six year limitation referred to above, until the final disposition of any action, suit, proceeding or investigation brought or commenced during such six year period and (ii) not be terminated or modified in such a manner as to adversely affect any indemnitee to whom this Section 6.9 applies without the consent of such affected indemnitee (it being expressly agreed that the indemnitees to whom this Section 6.9 applies will be third party beneficiaries of this Section 6.9).

Indemnification of Directors and Officers. (a) For a period of six years from and after the Effective Time, Parent and the Surviving Corporation will shall indemnify and hold harmless all past and present directors directors, officers and officers employees of the Company to the same extent such Persons are indemnified as of the date of this Agreement by the Company pursuant to applicable Law, the Company Certificate, the Company Bylaws and indemnification agreements agreements, if any, in existence on the date of this Agreement with any directors directors, officers and officers employees of the Company arising out of acts or omissions in their capacity as directors directors, officers or officers employees of the Company or any Company Subsidiary occurring at or prior to the Effective Time. Parent and the Surviving Corporation will shall advance expenses (including reasonable legal fees and expenses) incurred in the defense of any Proceedings claims, action, suit, proceeding or investigation with respect to the matters subject to indemnification pursuant to this Section 6.9(a5.8(a) in accordance with the procedures set forth in the Company Certificate, the Company Bylaws and indemnification agreements agreements, if any, in existence on the date of this Agreement; provided, however, that the director, officer or employee of the Company to whom expenses are advanced undertakes to repay such advanced expenses to Parent and the Surviving Corporation within five Business Days if it is ultimately determined that such director, officer or employee is not entitled to indemnification pursuant to this Section 5.8(a). (b) For a period of six years from and after the Effective Time, Parent will shall cause the certificate of incorporation and bylaws of the Surviving Corporation to contain provisions no less favorable with respect to exculpation exculpation, indemnification and indemnification advancement of directors expenses of directors, officers and officers employees of the Company for periods at or prior to the Effective Time than are currently set forth in the Company CertificateCertificate and the Company Bylaws. Parent will shall cause the indemnification agreements agreements, if any, in existence on the date of this Agreement with any of the directors, officers or employees of the Company to continue in full force and effect in accordance with their terms following the Effective Time. (c) For six years from and after the Effective Time, Parent will shall cause the Surviving Corporation to maintain for the benefit of the Company’s directors and officers, as of the date of this Agreement and as of the Effective Time, an insurance and indemnification policy that provides coverage for events occurring prior to the Effective Time (the “D&O Insurance”) that is substantially equivalent to and in any event not less favorable in the aggregate than the Company’s existing policy (accurate true and complete copies which have been previously provided to Parent) or, if substantially equivalent insurance coverage is unavailable, the best available coverage; provided, however, that the Surviving Corporation will shall not be required to pay an annual premium for the D&O Insurance in excess of 250300% of the last annual premium paid prior to the date of this Agreement. The provisions of the immediately preceding sentence will shall be deemed to have been satisfied if prepaid policies have been obtained prior to the Effective Time, which policies provide such directors and officers with coverage for an aggregate period of six years with respect to claims arising from facts or events that occurred on or before the Effective Time, including, without limitation, including in respect of the transactions contemplated by this Agreement. If such prepaid policies have been obtained prior to the Effective Time, Parent will shall cause the Surviving Corporation to maintain such policies in full force and effect, and continue to honor the obligations thereunder. If the Company elects to purchase such prepaid policies prior to the Effective Time, the Company (i) will not purchase policies with claims limits in excess of the Company’s current policies or expend in connection therewith an amount in excess of 250% of the last annual premium paid prior to the date of this Agreement, and (ii) will consult and reasonably coordinate with Parent in connection with such purchase. (d) In the event Parent or the Surviving Corporation (i) consolidates with or merges into any other Person and will shall not be the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers all or substantially all of its properties and assets to any Person, then proper provision will shall be made so that such continuing or surviving corporation or entity or transferee of such assets, as the case may be, will shall assume the obligations set forth in this Section 6.95.8. (e) The obligations under this Section 6.9 will (i) continue, notwithstanding any six year limitation referred to above, until the final disposition of any action, suit, proceeding or investigation brought or commenced during such six year period and (ii) 5.8 shall not be terminated or modified in such a manner as to adversely affect any indemnitee to whom this Section 6.9 5.8 applies without the consent of such affected indemnitee (it being expressly agreed that the indemnitees to whom this Section 6.9 5.8 applies will shall be third party beneficiaries of this Section 6.95.8).

Indemnification of Directors and Officers. (a) For a period of six years from and after the Effective Time, Parent and the Surviving Corporation will indemnify and hold harmless all past and present directors and officers of the Company (as applicable) 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 CertificateCharter, the Company Bylaws and indemnification agreements as in existence effect on the date of this Agreement and Made Available to Parent with any directors and officers of the Company arising out of acts or omissions in their capacity as directors or officers of the Company or any Company Subsidiary occurring at or prior to the Effective Time. Parent and the Surviving Corporation will advance expenses (including reasonable legal fees and expenses) incurred in the defense of any Proceedings with respect to the matters subject to indemnification pursuant to this Section 6.9(a5.9(a) to the same extent such Persons are required to be advanced expenses by, and in accordance with the procedures set forth in in, the Company Charter and the Company Bylaws and indemnification agreements as in existence effect on the date of this AgreementAgreement and Made Available to Parent with any directors and officers of the Company. (b) For a period of six years from and after the Effective Time, Parent will cause the certificate of incorporation and bylaws of the Surviving Corporation to contain provisions no less favorable with respect to exculpation and indemnification of directors and officers of the Company for periods at or prior to the Effective Time than are currently set forth in the Company Certificate. Parent will cause the indemnification agreements in existence on the date of this Agreement with any of the directors, officers or employees of Charter and the Company to continue in full force and effect in accordance with their terms following the Effective TimeBylaws. (c) For six years from and after the Effective Time, Parent will cause the Surviving Corporation to maintain for the benefit of the Company’s directors and officers, as of the date of this Agreement and as of the Effective Time, an insurance and indemnification policy that provides coverage for events occurring prior to the Effective Time (the “D&O Insurance”) that is substantially equivalent to and in any event not less favorable in the aggregate than the Company’s existing policy (accurate and complete copies which have been previously provided Made Available to Parent) or, if substantially equivalent insurance coverage is unavailable, the best available coverage; provided, however, that the Surviving Corporation will not be required to pay an annual premium for the D&O Insurance in excess of 250300% of the last annual premium paid prior to the date of this AgreementAgreement (which annual premium is hereby represented and warranted by the Company to be as set forth in Section 5.9(c) of the Company Disclosure Schedule). The Company shall have the right to obtain prior to the Effective Time (and the provisions of the immediately preceding sentence will be deemed to have been satisfied if prepaid policies have been the Company has obtained prior to the Effective Time) prepaid “tail” insurance policies on terms and conditions providing at least substantially equivalent benefits as the D&O Insurance currently maintained by the Company for the benefit of its directors and officers, which policies provide provides such directors and officers with coverage for an aggregate period of six years with respect to claims arising from facts or events that occurred on or before the Effective Time, including, without limitation, including in respect of the transactions contemplated by this Agreement. If such prepaid policies have been obtained prior to the Effective Time, Parent will cause the Surviving Corporation to maintain such policies in full force and effect, effect and continue to honor the obligations thereunder. If the Company elects to purchase such prepaid policies prior to the Effective Time, the Company (i) will not purchase policies with claims limits in excess of the Company’s current policies or expend in connection therewith an amount in excess of 250% of the last annual premium paid prior to the date of this Agreement, and (ii) will consult and reasonably coordinate with Parent in connection with such purchase. (d) In the event Parent or the Surviving Corporation (i) consolidates with or merges into any other Person and will not be the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers all or substantially all of its properties and assets to any Person, then proper provision will be made so that such continuing or surviving corporation or entity or transferee of such assets, as the case may be, will assume the obligations set forth in this Section 6.95.9. (e) The obligations under this Section 6.9 5.9 will (i) continue, notwithstanding any six six-year limitation referred to above, until the final disposition of any action, suit, proceeding or investigation brought or commenced during such six six-year period and (ii) not be terminated or modified in such a manner as to adversely affect any indemnitee to whom this Section 6.9 5.9 applies without the consent of such affected indemnitee (it being expressly agreed that the indemnitees to whom this Section 6.9 5.9 applies will be third third-party beneficiaries of this Section 6.95.9).

Indemnification of Directors and Officers. (a) For a period of six years from and after the Effective Time, Parent and the Surviving Corporation will indemnify and hold harmless all past and present directors and officers of the Company 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 CertificateCharter, the Company Bylaws and indemnification agreements in existence on the date of this Agreement with any directors and officers of the Company and made available to Parent prior to the date of this Agreement, in each case arising out of acts or omissions in their capacity as directors or officers of the Company occurring or any Company Subsidiary occurring alleged to have occurred at or prior to the Effective Time, whether asserted or claimed prior to, at or after the Effective Time (including acts or omissions occurring in connection with the approval of this Agreement and the consummation of the Merger). Parent and the Surviving Corporation will advance as incurred expenses (including reasonable legal fees and expenses) to all past and present directors and officers of the Company incurred in the defense of any Proceedings with respect to the matters subject to indemnification pursuant to this Section 6.9(a5.10(a) in accordance with the procedures set forth in the Company Bylaws and indemnification agreements in existence on the date of this Agreement and made available to Parent prior to the date of this Agreement, subject to the Surviving Company’s receipt of an undertaking by or on behalf of such person to repay such expenses if it is ultimately determined that such person is not entitled to indemnification pursuant to this Section 5.10(a). In the event of any Proceeding pursuant to which any person may claim indemnification pursuant to this Section 5.10, (i) the Surviving Corporation may control the defense of any such Proceeding (other than in respect of any Proceeding that seeks non-monetary relief or involves criminal or quasi-criminal allegations) and (ii) no Person who may claim indemnification pursuant to this Section 5.10 may settle, compromise, or consent to the entry of any judgment in any such Proceeding without the prior written consent of the Surviving Corporation, such consent not to be unreasonably withheld, conditioned or delayed. (b) For a period of six years from and after the Effective Time, Parent will cause the certificate of incorporation and bylaws of the Surviving Corporation to contain provisions no less favorable with respect to exculpation and indemnification of and advancement of expenses to directors and officers of the Company for periods at or prior to the Effective Time than are currently set forth in the Company CertificateCharter and the Company Bylaws. Parent and the Surviving Corporation will cause the indemnification agreements in existence on the date of this Agreement and made available to Parent prior to the date of this Agreement with any of the directors, directors or officers or employees of the Company to continue in full force and effect in accordance with their terms following the Effective Time. (c) For six years from and after the Effective Time, Parent will cause the Surviving Corporation to maintain for the benefit of the Company’s directors and officers, as of the date of this Agreement and as of the Effective Time, an insurance and indemnification policy that provides coverage for events occurring on or prior to the Effective Time (the “D&O Insurance”) that is substantially equivalent to and in any event not less favorable in the aggregate than the Company’s existing policy (accurate and complete copies which have been previously provided to Parent) or, if substantially equivalent insurance coverage is unavailable, the best available coverage; provided, however, that the Surviving Corporation will not be required to pay an annual premium for the D&O Insurance in excess of 250300% of the last annual premium paid prior to the date of this AgreementAgreement (which annual premium is hereby represented and warranted by the Company to be as set forth in Section 5.10(c) of the Company Disclosure Schedule). The provisions of the immediately preceding sentence will be deemed to have been satisfied if prepaid policies have been obtained by either Parent or the Company prior to the Effective Time, which policies provide such directors and officers with coverage for an aggregate period of six years with respect to claims arising from facts or events that occurred on or before the Effective Time, including, without limitation, in respect of the transactions contemplated by this Agreement; provided, however, that the Company will not obtain any such prepaid policy if the cost of such policy will exceed 300% of the last annual premium paid prior to the date of this Agreement. If such prepaid policies have been obtained prior to the Effective Time, Parent will cause the Surviving Corporation to maintain such policies in full force and effect, effect and continue to honor the obligations thereunder. If the Company elects to purchase such prepaid policies prior to the Effective Time, the Company (i) will not purchase policies with claims limits in excess of the Company’s current policies or expend in connection therewith an amount in excess of 250% of the last annual premium paid prior to the date of this Agreement, and (ii) will consult and reasonably coordinate with Parent in connection with such purchase. (d) In the event Parent or the Surviving Corporation (i) consolidates with or merges into any other Person and will not be the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers all or substantially all of its properties and assets to any Person, then proper provision will be made so that such continuing or surviving corporation or entity or transferee of such assets, as the case may be, will assume the obligations set forth in this Section 6.95.10. (e) The obligations under this Section 6.9 5.10 will (i) continue, notwithstanding any six six-year limitation referred to above, until the final disposition of any action, suit, proceeding or investigation brought or commenced during such six six-year period and (ii) not be terminated or modified in such a manner as to adversely affect any indemnitee to whom this Section 6.9 5.10 applies without the consent of such affected indemnitee (it being expressly agreed that the indemnitees to whom this Section 6.9 5.10 applies will be third third-party beneficiaries of this Section 6.95.10).

Indemnification of Directors and Officers. (a) For a period of six years from and after the Effective Time, Parent and the Surviving Corporation will shall indemnify and hold harmless all past and present directors directors, officers and officers employees of the Company to the same extent such Persons are indemnified as of the date of this Agreement by the Company pursuant to applicable Law, the Company Certificate, the Company Bylaws and indemnification agreements agreements, if any, in existence on the date of this Agreement with any directors directors, officers and officers employees of the Company arising out of acts or omissions in their capacity as directors directors, officers or officers employees of the Company or any Company Subsidiary occurring at or prior to the Effective Time. Parent and the Surviving Corporation will shall advance expenses (including reasonable legal fees and expenses) incurred in the defense of any Proceedings claims, action, suit, proceeding or investigation with respect to the matters subject to indemnification pursuant to this Section 6.9(a5.8(a) in accordance with the procedures set forth in the Company Certificate, the Company Bylaws and indemnification agreements agreements, if any, in existence on the date of this Agreement. (b) For a period of six years from and after the Effective Time, Parent will shall cause the certificate of incorporation and bylaws of the Surviving Corporation to contain provisions no less favorable with respect to exculpation exculpation, indemnification and indemnification advancement of directors expenses of directors, officers and officers employees of the Company for periods at or prior to the Effective Time than are currently set forth in the Company CertificateCertificate and the Company Bylaws. Parent will shall cause the indemnification agreements agreements, if any, in existence on the date of this Agreement with any of the directors, officers or employees of the Company to continue in full force and effect in accordance with their terms following the Effective Time. (c) For six years from and after the Effective Time, Parent will shall cause the Surviving Corporation to maintain for the benefit of the Company’s directors and officers, as of the date of this Agreement and as of the Effective Time, an insurance and indemnification policy that provides coverage for events occurring prior to the Effective Time (the “D&O Insurance”) that is substantially equivalent to and in any event not less favorable in the aggregate than the Company’s existing policy (accurate true and complete copies which have been previously provided to Parent) or, if substantially equivalent insurance coverage is unavailable, the best available coverage; provided, however, that the Surviving Corporation will shall not be required to pay an annual premium for the D&O Insurance in excess of 250300% of the last annual premium paid prior to the date of this Agreement. The provisions of the immediately preceding sentence will shall be deemed to have been satisfied if prepaid policies have been obtained prior to the Effective Time, which policies provide such directors and officers with coverage for an aggregate period of six years with respect to claims arising from facts or events that occurred on or before the Effective Time, including, without limitation, in respect of the transactions contemplated by this Agreement. If such prepaid policies have been obtained prior to the Effective Time, Parent will shall cause the Surviving Corporation to maintain such policies in full force and effect, and continue to honor the obligations thereunder. If the Company elects to purchase such prepaid policies prior to the Effective Time, the Company (i) will not purchase policies with claims limits in excess of the Company’s current policies or expend in connection therewith an amount in excess of 250% of the last annual premium paid prior to the date of this Agreement, and (ii) will consult and reasonably coordinate with Parent in connection with such purchase. (d) In the event Parent or the Surviving Corporation (i) consolidates with or merges into any other Person and will shall not be the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers all or substantially all of its properties and assets to any Person, then proper provision will shall be made so that such continuing or surviving corporation or entity or transferee of such assets, as the case may be, will shall assume the obligations set forth in this Section 6.95.8. (e) The obligations under this Section 6.9 will (i) continue, notwithstanding any six year limitation referred to above, until the final disposition of any action, suit, proceeding or investigation brought or commenced during such six year period and (ii) 5.8 shall not be terminated or modified in such a manner as to adversely affect any indemnitee to whom this Section 6.9 5.8 applies without the consent of such affected indemnitee (it being expressly agreed that the indemnitees to whom this Section 6.9 5.8 applies will shall be third party beneficiaries of this Section 6.95.8).

Indemnification of Directors and Officers. (a) For a period beginning at the Effective Time and ending on the sixth anniversary of six years from and after the Effective Time, Parent and the Surviving Corporation will shall indemnify and hold harmless all past and present directors directors, officers and officers employees of the Company or any Company Subsidiary (“Covered Persons”) to the same fullest extent such Persons are indemnified as of the date of this Agreement permitted by the Company pursuant to applicable Law, the Company Certificate, the Company Bylaws and indemnification agreements in existence on the date of this Agreement with any directors and officers of the Company arising out of acts or omissions in their capacity as directors directors, officers or officers employees of the Company or any Company Subsidiary occurring at or prior to the Effective TimeTime (“Covered Losses”). Parent To the extent provided under the Company’s certificate of incorporation and by-laws as in effect on the date of this Agreement, the Surviving Corporation will shall advance expenses in a timely fashion (including reasonable legal fees and expenses) incurred in the defense of any Proceedings claim, action, suit, proceeding or investigation with respect to the matters subject to indemnification pursuant to this Section 6.9(a5.11(a) in accordance (“Advanced Expenses”); provided, however, that the Covered Person to whom expenses are advanced undertakes to repay such Advanced Expenses to the Surviving Corporation if it is ultimately determined that such Covered Person is not entitled to indemnification pursuant to this Section 5.11(a). Notwithstanding anything herein to the contrary, if any claim, action, suit, proceeding or investigation (whether arising before, at or after the Effective Time) is made against any such Covered Person with respect to matters subject to indemnification or expense advancement hereunder on or prior to the procedures set forth in sixth anniversary of the indemnification agreements in existence on Effective Time, the date provisions of this AgreementSection 5.11(a) shall continue in effect until the final disposition of such claim, action, suit, proceeding or investigation. (b) For a period of not less than six years from and after the Effective Time, Parent will cause the certificate of incorporation and bylaws of the Surviving Corporation to shall contain provisions no less favorable with respect to exculpation exculpation, indemnification and indemnification advancement of directors and officers expenses of the Company Covered Persons for periods at or prior to the Effective Time than are currently set forth in the Company CertificateCharter and the Company Bylaws unless the Parent agrees to directly assume such indemnification obligations. Parent will cause the The indemnification agreements agreements, if any, in existence on the date of this Agreement with any of the directors, officers or employees of Covered Persons and disclosed in the Company to Disclosure Letter shall be assumed by the Surviving Corporation, without any further action, and shall continue in full force and effect in accordance with their terms following the Effective Time. (c) For six years from and after the Effective Time, Parent will cause the Surviving Corporation to maintain for the benefit of the Company’s directors and officers, as of the date of this Agreement and as of the Effective Time, the Company shall be permitted, prior to the Effective Time, to obtain and fully pay the premium for an insurance and indemnification policy that provides coverage for a period of six years from and after the Effective Time for events occurring prior to the Effective Time (the “D&O Insurance”) that is substantially equivalent to and in any event not less favorable in the aggregate than the Company’s existing policy (accurate true and complete copies which have been previously provided to Parent) or, if substantially equivalent insurance coverage is unavailable, the best available coverage. If the Company is unable to purchase such D&O Insurance prior to the Effective Time, the Surviving Corporation shall as of the Effective Time, obtain and fully pay the premium for D&O Insurance that is substantially equivalent to and in any event not less favorable in the aggregate than the Company’s existing policy or, if substantially equivalent insurance coverage is unavailable, the best available coverage; provided, however, that the Surviving Corporation will shall not be required to pay an annual premium for the D&O Insurance in excess of 250225% of the last annual premium paid prior to the date of this Agreement, but in such case shall purchase as much coverage as is available for such amount. The provisions of the immediately preceding sentence will be deemed to have been satisfied if prepaid policies have been obtained prior to the Effective Time, which policies provide such directors and officers with coverage for an aggregate period of six years with respect to claims arising from facts or events that occurred on or before the Effective Time, including, without limitation, in respect of the transactions contemplated by this Agreement. If such prepaid policies have been obtained prior to the Effective Time, Parent will cause the Surviving Corporation to shall maintain such policies in full force and effect, and continue to honor the obligations thereunder. If the Company elects to purchase such prepaid policies prior to thereunder for a period of not less than six years from and after the Effective Time, the Company (i) will not purchase policies with claims limits in excess of the Company’s current policies or expend in connection therewith an amount in excess of 250% of the last annual premium paid prior to the date of this Agreement, and (ii) will consult and reasonably coordinate with Parent in connection with such purchase. (d) In the event of any breach by the Surviving Corporation of this Section 5.11, the Surviving Corporation shall be obligated to pay, and the Parent or shall cause the Surviving Corporation to pay, all reasonable expenses, including attorneys’ fees, that may be incurred by any Covered Persons in enforcing the indemnity and other obligations provided in this Section 5.11 as such fees are incurred upon the written request of such Person. (e) The Parent agrees that in the event that the Surviving Corporation does not perform its obligations under this Section 5.11 and the D&O Insurance is not funding on a current basis all Covered Losses and related costs and expenses required to indemnify and hold harmless any Covered Person in accordance with this Section 5.11, including with respect to Advanced Expenses, then the Parent will cause the Surviving Corporation to perform its obligations under this Section 5.11, including by providing funds to the Surviving Corporation as needed. (f) In the event the Surviving Corporation (i) consolidates with or merges into any other Person and will shall not be the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers all or substantially all of its properties and assets to any Person, then proper provision will shall be made so that either (x) such continuing or surviving corporation Surviving Corporation or entity or transferee of such assets, as the case may be, will shall assume the obligations set forth in this Section 6.95.11 or (y) the Parent agrees to assume such indemnification obligations. In the event the Parent (i) consolidates with or merges into any other Person and shall not be the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers all or substantially all of its properties and assets to any Person, then proper provision shall be made so that either such continuing Person or transferee of such assets, as the case may be, shall assume the Parent’s obligations set forth in this Section 5.11. (eg) The obligations under this Section 6.9 will (i) continue, notwithstanding any six year limitation referred to above, until the final disposition of any action, suit, proceeding or investigation brought or commenced during such six year period and (ii) 5.11 shall not be terminated or modified in such a manner as to adversely affect any indemnitee past or present directors, officers and employees of the Company or any Company Subsidiary to whom this Section 6.9 5.11 applies without the consent of such affected indemnitee Person (it being expressly agreed that the indemnitees Persons to whom this Section 6.9 5.11 applies will be are express third party beneficiaries of this Section 6.95.11).

Indemnification of Directors and Officers. (a) For a period of six years from and after the Effective Time, Parent and the Surviving Corporation will indemnify and hold harmless all past and present directors directors, officers and officers employees of the Company to the same extent such Persons are indemnified as of the date of this Agreement by the Company pursuant to applicable Law, the Company CertificateArticles, the Company Bylaws and indemnification agreements as in existence effect on the date of this Agreement and previously made available to Parent with any directors and officers of the Company arising out of acts or omissions in their capacity as directors or officers of the Company or any Company Subsidiary occurring at or prior to the Effective Time. Parent and To the extent applicable, the Surviving Corporation will advance expenses (including reasonable legal fees and expenses) incurred in the defense of any Proceedings with respect to the matters subject to indemnification pursuant to this Section 6.9(a5.9(a) in accordance with the procedures set forth in the Company Bylaws and indemnification agreements as in existence effect on the date of this AgreementAgreement and in the form previously made available to Parent. (b) For a period of six years from and after the Effective Time, Parent will cause the certificate articles of incorporation and bylaws of the Surviving Corporation to contain provisions no less favorable with respect to exculpation and indemnification of directors and officers of the Company for periods at or prior to the Effective Time than are currently set forth in the Company CertificateArticles and the Company Bylaws. Parent will cause acknowledges that the indemnification agreements in existence on the date of this Agreement with any of the directors, officers or employees of the Company to continue in full force and effect in accordance with their terms following the Effective TimeTime as obligations of the Surviving Corporation. (c) For six years from and after the Effective Time, Parent will cause the Surviving Corporation to maintain for the benefit of the Company’s directors and officers, as of the date of this Agreement and as of the Effective Time, an insurance and indemnification policy that provides coverage for events occurring prior to the Effective Time (the “D&O Insurance”) that is substantially equivalent to and in any event not less favorable in the aggregate than the Company’s existing policy (accurate and complete copies of which have been previously provided to Parent) or, if substantially equivalent insurance coverage is unavailable, the best available coverage; provided, however, that the Surviving Corporation will not be required to pay an annual premium for the D&O Insurance in excess of 250% of the last annual premium paid prior to the date of this AgreementAgreement (which annual premium is hereby represented and warranted by the Company to be as set forth in Section 5.9(c) of the Company Disclosure Schedule). The provisions of the immediately preceding sentence will be deemed to have been satisfied if prepaid policies have been obtained the Company has obtained, prior to the Effective Time, prepaid policies, which policies provide such directors and officers with coverage for an aggregate period of six years with respect to claims arising from facts or events that occurred on or before the Effective Time, including, without limitation, in respect of the transactions contemplated by this Agreement. If such prepaid policies have been obtained prior to the Effective Time, Parent will cause the Surviving Corporation to maintain such policies in full force and effect, and continue to honor the obligations thereunder. If the Company elects to purchase such prepaid policies prior to the Effective Time, the Company (i) will not purchase policies with claims limits in excess of the Company’s current policies or expend in connection therewith an amount in excess of 250% of the last annual premium paid prior to the date of this Agreement, and (ii) will consult and reasonably coordinate with Parent in connection with not take any action to terminate such purchasepolicies. (d) In the event Parent or the Surviving Corporation (i) consolidates with or merges into any other Person and will not be the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers all or substantially all of its properties and assets to any Person, then proper provision will be made so that such continuing or surviving corporation or entity or transferee of such assets, as the case may be, will assume the obligations set forth in this Section 6.95.9. (e) The obligations under this Section 6.9 5.9 will (i) continue, notwithstanding any six six-year limitation referred to above, until the final disposition of any action, suit, proceeding Proceeding or investigation brought or commenced during such six year period and (ii) not be terminated or modified in such a manner as to adversely affect any indemnitee to whom this Section 6.9 5.9 applies without the consent of such affected indemnitee (it being expressly agreed that the indemnitees to whom this Section 6.9 5.9 applies will be third third-party beneficiaries of this Section 6.95.9).

Indemnification of Directors and Officers. (a) For a period of six years from and after the Effective Time, Parent and the Surviving Corporation will and each Company Subsidiary, as applicable, shall (and Parent shall cause the Surviving Corporation to) indemnify and hold harmless all past and present directors directors, officers and officers employees of the Company and the Company Subsidiaries (collectively, the “Indemnified Persons”) to the same extent such Persons are indemnified as of the date of this Agreement by the Company pursuant to applicable Law, the Company Certificate, the Company Bylaws Bylaws, the corresponding organizational documents of the Company Subsidiaries and indemnification agreements agreements, in each case as in existence on the date of this Agreement with any directors and officers listed in Section 3.13(a)(xxii) of the Company Disclosure Schedule (collectively, the “D&O Indemnification Agreements”), arising out of acts or omissions in their capacity as directors directors, officers or officers employees of the Company or any and such Company Subsidiary Subsidiaries occurring at or prior to the Effective Time. The Surviving Corporation shall (and Parent and shall cause the Surviving Corporation will to) advance expenses (including reasonable legal fees and expenses) incurred in the defense of any Proceedings Actions with respect to the matters subject to indemnification pursuant to this Section 6.9(a5.08(a) in accordance with the procedures set forth in the Company Certificate, the Company Bylaws and indemnification agreements and the corresponding organizational documents of the Company Subsidiaries, in each case in existence on the date of this Agreement; provided, however, that the person to whom expenses are advanced undertakes, to the extent required by the DGCL or by the applicable indemnification agreement or organizational document, to repay such advanced expenses to the Surviving Corporation if it is ultimately determined that such director, officer or employee is not entitled to indemnification under applicable Law or pursuant to the applicable indemnification agreement or organizational document. (b) For a period of six years from and after the Effective Time, Parent will cause to the extent permitted by applicable Law the certificate of incorporation and bylaws of the Surviving Corporation to shall contain provisions no less favorable with respect to exculpation exculpation, indemnification and indemnification advancement of directors expenses of directors, officers and officers employees of the Company for periods at or prior to the Effective Time than are currently set forth in the Company Certificate. Parent will cause the indemnification agreements in existence on the date of this Agreement with any of the directors, officers or employees of Certificate and the Company to Bylaws. To the extent permitted by applicable Law, the D&O Indemnification Agreements shall continue in full force and effect in accordance with their terms following the Effective Time. (c) For six years from and after Prior to the Effective Time, Parent will cause the Surviving Corporation to maintain Company shall bind and purchase directors and officers runoff insurance coverage (the “D&O Runoff Insurance”), which by its terms shall survive the Merger for not less than six years for the benefit of the Company, the Company Subsidiaries, the Company’s and any Company Subsidiary’s past and present directors and/or officers that are insured under the Company’s current directors’ and officers, ’ liability insurance policy in effect as of the date of this Agreement Agreement. The D&O Runoff Insurance shall provide coverage for the Company, the Company Subsidiaries and such persons in their capacity as directors, officers and/or employees of the Effective Time, an insurance and indemnification policy that provides coverage for events occurring Company or any Company Subsidiary prior to the Effective Time (the “D&O Insurance”) that is substantially equivalent to and in any event not less favorable in the aggregate than the Company’s existing directors and officers policy (accurate true and complete copies of which have been previously provided made available to Parent) or, if substantially equivalent insurance coverage is unavailable, the best available coverage; provided. The Surviving Corporation shall maintain the D&O Runoff Insurance in full force and effect and continue to honor the obligations thereunder for a period of six years after the Effective Time or, howeverif such policies are terminated or cancelled during such six-year period, that obtain (subject to the limitations set forth in the next sentence) alternative D&O Runoff Insurance on substantially similar terms as set forth in this Section 5.08(c). Neither the Company nor the Surviving Corporation will not shall be required to pay an annual premium for the D&O Runoff Insurance in excess of 250300% (the “Maximum Amount”) of the last annual premium paid prior to the date of this Agreement. The provisions Agreement (it being understood and agreed that in the event the cost of such D&O Runoff Insurance exceeds the immediately preceding sentence will be deemed to have been satisfied if prepaid policies have been obtained prior to the Effective Time, which policies provide such directors and officers with coverage for an aggregate period of six years with respect to claims arising from facts or events that occurred on or before the Effective Time, including, without limitationMaximum Amount, in respect of the transactions contemplated by this Agreement. If such prepaid policies have been obtained prior aggregate, the Company shall remain obligated to the Effective Timeprovide, Parent will cause and the Surviving Corporation shall be obligated to maintain such policies in full force and effect, and continue to honor the obligations thereunder. If the Company elects to purchase such prepaid policies prior to the Effective Timemaintain, the broadest D&O Runoff Insurance coverage as may be obtained for the Maximum Amount). The Company (i) will not purchase policies with claims limits in excess and Indemnified Parties may be required to make reasonable application and provide reasonable and customary representations and warranties to applicable insurance carriers for the purpose of the Company’s current policies or expend in connection therewith an amount in excess obtaining such D&O Runoff Insurance. Parent shall upon written request furnish a copy of 250% such insurance policy to each beneficiary of the last annual premium paid prior to the date of this Agreement, and (ii) will consult and reasonably coordinate with Parent in connection with such purchasepolicy. (d) In the event Parent or the Surviving Corporation or the Company Subsidiaries or their respective successors or assigns (i) consolidates consolidate with or merges merge into any other Person and will are not be the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers transfer all or substantially all of its their properties and assets to any Person, then proper provision will shall be made so that such continuing or surviving corporation or entity or transferee of such assets, as the case may be, will shall assume the obligations set forth in this Section 6.95.08, without relieving Parent of its obligations under this Section 5.08. (e) The obligations under this Section 6.9 will (i) continue, notwithstanding any six year limitation referred to above, until the final disposition of any action, suit, proceeding or investigation brought or commenced during such six year period and (ii) 5.08 shall not be terminated or modified in such a manner as to adversely affect in any material respect any indemnitee to whom this Section 6.9 5.08 applies without the consent of such affected indemnitee (it being expressly agreed that the indemnitees to whom this Section 6.9 5.08 applies will shall be third party beneficiaries of this Section 6.95.08).

Indemnification of Directors and Officers. (a) For a period beginning at the Effective Time and ending on the sixth (6th) anniversary of six years from and after the Effective Time, Parent and shall cause the Surviving Corporation will to indemnify and hold harmless all past and present directors directors, officers and officers employees of the Company or any Company Subsidiary to the same extent such Persons are indemnified as of the date of this Agreement by the Company or any Company Subsidiary pursuant to applicable Law, the Company CertificateArticles, the Company Bylaws By-laws, the articles of incorporation and bylaws, or equivalent organizational or governing documents, of any Company Subsidiary, and indemnification agreements agreements, if any, in existence on the date of this Agreement and filed as an exhibit to a Company SEC Document with any directors directors, officers, and officers employees of the Company or any Company Subsidiary, arising out of acts or omissions in their capacity as directors directors, officers or officers employees of the Company or any Company Subsidiary occurring at or prior to the Effective Time. ; provided, however, that Parent and shall cause the Surviving Corporation will to indemnify and hold harmless such persons to the fullest extent permitted by applicable Law for acts or omissions occurring in connection with the approval of this Agreement and the consummation of the transactions contemplated hereby. Parent shall cause the Surviving Corporation to advance expenses (including reasonable legal fees and expenses) incurred in the defense of any Proceedings claim, action, suit, proceeding or investigation with respect to the matters subject to indemnification pursuant to this Section 6.9(a5.10(a) in accordance with the 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 agreements, if any, in existence on the date of this AgreementAgreement and filed as an exhibit to a Company SEC Document, including any expenses incurred in enforcing such Person’s rights under this Section 5.10, regardless of whether indemnification with respect to or advancement of such expenses is authorized under the Company Articles, the Company By-laws, the articles of incorporation and bylaws, or equivalent organizational documents, of any Company Subsidiary, or such indemnification agreements; provided, however, that the director, officer or employee to whom expenses are advanced undertakes to repay such advanced expenses to Parent and the Surviving Corporation if it is ultimately determined that such director, officer or employee is not entitled to indemnification pursuant to this Section 5.10(a). Notwithstanding anything herein to the contrary, if any claim, action, suit, proceeding or investigation (whether arising before, at or after the Effective Time) is made against such persons with respect to matters subject to indemnification hereunder on or prior to the sixth (6th) anniversary of the Effective Time, the provisions of this Section 5.10(a) shall continue in effect until the final disposition of such claim, action, suit, proceeding or investigation. (b) For a period of not less than six (6) years from and after the Effective Time, Parent will cause the certificate articles of incorporation and bylaws of the Surviving Corporation to shall contain provisions no less favorable with respect to exculpation exculpation, indemnification and indemnification advancement of directors expenses of directors, officers and officers employees of the Company and the Company Subsidiaries for periods at or prior to the Effective Time than are currently set forth in the Company CertificateArticles and the Company By-laws. Parent will cause the The indemnification agreements agreements, if any, in existence on the date of this Agreement and filed as an exhibit to a Company SEC Document with any of the directors, officers or employees of the Company to or any Company Subsidiary shall be assumed by the Surviving Corporation, without any further action, and shall continue in full force and effect in accordance with their terms following the Effective Time. (c) For six years from and after the Effective Time, Parent will cause the Surviving Corporation to maintain for the benefit of the Company’s directors and officers, as of the date of this Agreement and as of the Effective Time, the Company shall be permitted, prior to the Effective Time, to obtain and fully pay the premium for an insurance and indemnification policy that provides coverage for a period of six (6) years from and after the Effective Time for events occurring prior to the Effective Time (the “D&O Insurance”) that is substantially equivalent to and in any event not less favorable in the aggregate than the Company’s existing policy (accurate true and complete copies which have been previously provided to Parent) or, if substantially equivalent insurance coverage is unavailable, the best available coverage; provided, however, that the portion of the premium payable in respect of each year of such coverage shall not exceed 300% of the last annual premium paid prior to the date of this Agreement (which annual premium is $420,000). If the Company is unable to purchase such D&O Insurance prior to the Effective Time, the Surviving Corporation will shall, and Parent shall cause the Surviving Corporation to, as of the Effective Time, obtain and fully pay the premium for D&O Insurance that is substantially equivalent to and in any event not less favorable in the aggregate than the Company’s existing policy (true and complete copies which have been previously provided to Parent); provided, however, that the Surviving Corporation shall not be required to pay an annual premium for the D&O Insurance in excess of 250300% of the last annual premium paid prior to the date of this Agreement. The provisions of ; and provided, further, that if the immediately preceding sentence will be deemed to have been satisfied if prepaid policies have been obtained prior to the Effective Timeannual premium would at any time exceed 300%, which policies provide such directors and officers with coverage for an aggregate period of six years with respect to claims arising from facts or events that occurred on or before the Effective Time, including, without limitation, in respect of the transactions contemplated by this Agreement. If such prepaid policies have been obtained prior to the Effective Time, Parent will cause the Surviving Corporation shall be obligated to provide the maximum available coverage as may be obtained for 300% from an insurance carrier with the same or better credit rating than the primary carrier of the Company’s existing policy. The Surviving Corporation shall maintain such policies in full force and effect, and continue to honor the obligations thereunder. If the Company elects to purchase such prepaid policies prior to , for a period of not less than six (6) years from and after the Effective Time, the Company (i) will not purchase policies with claims limits in excess of the Company’s current policies or expend in connection therewith an amount in excess of 250% of the last annual premium paid prior to the date of this Agreement, and (ii) will consult and reasonably coordinate with Parent in connection with such purchase. (d) In the event Parent or the Surviving Corporation (i) consolidates with or merges into any other Person and will shall not be the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers all or substantially all of its properties and assets to any Person, then proper provision will shall be made so that such continuing or surviving corporation or entity or transferee of such assets, as the case may be, will shall assume the obligations set forth in this Section 6.95.10. (e) The obligations under this Section 6.9 will (i) continue, notwithstanding any six year limitation referred to above, until the final disposition of any action, suit, proceeding or investigation brought or commenced during such six year period and (ii) 5.10 shall not be terminated or modified in such a manner as to adversely affect any indemnitee past or present directors, officers and employees of the Company to whom this Section 6.9 5.10 applies without the consent of such affected indemnitee Person (it being expressly agreed that the indemnitees persons to whom this Section 6.9 5.10 applies will be are express third party beneficiaries of this Section 6.95.10).

Indemnification of Directors and Officers. (a) For a period of six (6) years from and after the Effective Time, Parent and the Surviving Corporation will indemnify 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, hold harmless and advance the costs, fees and expenses of all past and present directors directors, officers and officers employees 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 applicable Law(i) indemnification, expense advancement and exculpation provisions in the Company Charter, the Company CertificateBylaws, the certificate of incorporation and bylaws, or equivalent organizational or governing documents, of any Company Bylaws Subsidiary, and (ii) any indemnification agreements agreements, if any, in existence on the date of this Agreement with any directors Covered Person and officers of made available to Parent (collectively, the Company “Existing Indemnification Agreements”), in each case, to the fullest extent permitted by applicable Law, arising out of acts or omissions in their capacity as directors directors, officers or officers employees of the Company or any such Company Subsidiary occurring at or prior to the Effective Time. Parent and shall cause the Surviving Corporation will to advance expenses (including reasonable legal fees and expenses) incurred in the defense of any Proceedings Proceeding or investigation with respect to the matters subject to indemnification pursuant to this Section 6.9(a) 5.9 in accordance with the procedures (if any) set forth in the Company Charter, the Company Bylaws, the certificate of incorporation and bylaws, or equivalent organizational documents, of any Company Subsidiary, 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 agreements in existence under this Section 5.9 or otherwise. Notwithstanding anything herein to the contrary, if any Proceeding (whether arising before, at or after the Effective Time) is made against such persons with respect to matters subject to indemnification, expense advancement or exculpation hereunder on or prior to the date sixth (6th) anniversary of the Effective Time, the provisions of this AgreementSection 5.9 shall continue in effect until the final disposition of such Proceeding or investigation. (b) For a period of not less than six (6) years from and after the Effective Time, Parent will cause the certificate of incorporation and bylaws of the Surviving Corporation to and the equivalent governing documents of the Company Subsidiaries shall contain provisions no less favorable with respect to exculpation and exculpation, indemnification of directors and officers advancement of the Company expenses to Covered Persons for periods at or prior to the Effective Time than are currently set forth in the Company Certificate. Parent will cause Charter and the indemnification agreements in existence on Company Bylaws and the date of this Agreement with any of the directors, officers or employees equivalent governing documents of the Company to Subsidiaries, as applicable. Following the Effective Time, the Existing Indemnification Agreements shall be assumed by the Surviving Corporation, without any further action, and shall continue in full force and effect in accordance with their terms following the Effective Timeterms. (c) For not less than six (6) years from and after the Effective Time, the Surviving Corporation shall, and Parent will shall cause the Surviving Corporation to to, maintain for the benefit of the Company’s directors and officersofficers of the Company and the Company Subsidiaries, as of the date of this Agreement and as of the Effective Time, an insurance and indemnification policy that provides coverage for events occurring prior to the Effective Time (the “D&O Insurance”) that is substantially equivalent to and in any event not less favorable in the aggregate than the Company’s existing policy (accurate policies of the Company and complete copies which have been previously the Company Subsidiaries; provided to Parent) or, if substantially equivalent insurance coverage is unavailable, the best available coverage; provided, however, that the Surviving Corporation will shall not be required to pay an annual premium for the D&O Insurance in excess of 250% three hundred percent (300%) of the last annual premium paid prior to the date of this Agreement, but in such case shall purchase as favorable of coverage as is available for such amount. The provisions of the immediately preceding sentence will shall be deemed to have been satisfied if prepaid policies have been obtained by the Company prior to the Effective Time, which policies shall be approved by Parent (which approval shall not be unreasonably withheld, conditioned or delayed) and provide such directors and officers with coverage for an aggregate period of at least six (6) years with respect to claims arising from facts or events that occurred on or before the Effective Time, including, without limitation, including in respect connection with the adoption and approval of this Agreement and the transactions contemplated by this Agreement. If such prepaid policies have been obtained prior to the Effective Time, the Company and the Surviving Corporation, as applicable, shall, and Parent will shall cause the Surviving Corporation to to, maintain such policies in full force and effect, and continue to honor the obligations thereunder. If the Company elects to purchase such prepaid policies prior to the Effective Time, the Company (i) will not purchase policies with claims limits in excess of the Company’s current policies or expend in connection therewith an amount in excess of 250% of the last annual premium paid prior to the date of this Agreement, and (ii) will consult and reasonably coordinate with Parent in connection with such purchase. (d) In the event Parent or that the Surviving Corporation (i) consolidates with or merges into any other Person and will shall not be the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers all or substantially all of its properties and assets to any Person, then then, in each case, proper provision will shall be made so that such continuing or surviving corporation or entity or transferee of such assets, as the case may be, will shall assume the obligations set forth in this Section 6.95.9. (e) The obligations of Parent and the Surviving Corporation under this Section 6.9 will (i) continue, notwithstanding any six year limitation referred to above, until the final disposition of any action, suit, proceeding or investigation brought or commenced during such six year period and (ii) 5.9 shall not be terminated or modified in such a any manner as that is adverse to adversely affect any indemnitee to whom this Section 6.9 applies without the consent of such affected indemnitee Covered Persons (and their respective successors and assigns); it being expressly agreed that the indemnitees to whom this Section 6.9 applies will Covered Persons (including successors and assigns) shall be third party beneficiaries of this Section 6.9)5.9. In the event of any breach by the Surviving Corporation or Parent of this Section 5.9, the Surviving Corporation shall pay all reasonable expenses, including reasonable attorneys’ fees, that may be incurred by Covered Persons in enforcing the indemnity and other obligations provided in this Section 5.9 as such fees are incurred upon the written request of such Covered Person.

Indemnification of Directors and Officers. (a) Section 5.14.1 For a period of not less than six years from and after the Effective Time, Parent agrees to, and to cause the Surviving Corporation will to, indemnify and hold harmless all past and present directors directors, officers and officers employees of the Company (“Covered Persons”) to the same extent such Persons persons are indemnified as of the date of this Agreement by the Company pursuant to applicable Law, the Company Certificate, the Company Bylaws By-laws and indemnification agreements agreements, if any, in existence on the date of this Agreement with any directors and officers of the Company arising out of Covered Persons for acts or omissions in their capacity as directors or officers of the Company or any Company Subsidiary occurring at or prior to the Effective Time. ; provided, however, that Parent agrees to, and to cause the Surviving Corporation will advance to, indemnify and hold harmless such persons to the fullest extent permitted by Law for acts or omissions occurring in connection with the approval of this Agreement and the consummation of the transactions contemplated hereby. Each Covered Person shall be entitled to advancement of expenses (including reasonable legal fees and expenses) incurred in the defense of any Proceedings claim, action, suit, proceeding or investigation with respect to the any matters subject to indemnification pursuant hereunder, provided that, to this Section 6.9(a) in accordance with the procedures set forth in extent then required by the indemnification agreements in existence on DGCL, any person to whom expenses are advanced undertakes to repay such advanced expenses if it is ultimately determined that such person is not entitled to indemnification. Notwithstanding anything herein to the date of this Agreement. contrary, if any claim, action, suit, proceeding or investigation (b) For a period of six years from and whether arising before, at or after the Effective Time) is made against any Covered Person with respect to matters subject to indemnification hereunder on or prior to the sixth anniversary of the Effective Time, Parent will cause the certificate provisions of incorporation this Section 5.14 shall continue in effect until the final disposition of such claim, action, suit, proceeding or investigation. Section 5.14.2 The Certificate of Incorporation and bylaws By-laws of the Surviving Corporation to shall contain provisions no less favorable with respect to indemnification, advancement of expenses and exculpation and indemnification of directors and officers of the Company for periods at or prior to the Effective Time Covered Persons than are currently set forth in the Company CertificateCertificate and the Company By-laws. Parent will cause the Any indemnification agreements with Covered Persons in existence on the date of this Agreement with shall be assumed by the Surviving Corporation in the Merger, without any of further action, and shall survive the directors, officers or employees of the Company to Merger and continue in full force and effect in accordance with their terms following the Effective Timeterms. (c) Section 5.14.3 For six years from and after the Effective Time, Parent will cause the Surviving Corporation shall provide to maintain for the benefit of the Company’s current directors and officers, as of the date of this Agreement and as of the Effective Time, officers an insurance and indemnification policy that provides coverage for events occurring prior to on or before the Effective Time (the “D&O Insurance”) that is substantially equivalent to and in any event not no less favorable in the aggregate than the Company’s existing policy (accurate and complete copies which have been previously provided to Parent) or, if substantially equivalent insurance coverage is unavailable, the best available coverage; provided, however, that the Surviving Corporation will shall not be required to pay an annual premium for the D&O Insurance in excess of 250300% of the last annual premium paid prior to the date of this Agreement, but in such case shall purchase as much coverage as reasonably practicable for such maximum amount. The provisions of the immediately preceding sentence will shall be deemed to have been satisfied if prepaid policies have been obtained prior to the Effective TimeTime for purposes of this Section 5.14.3, which policies provide such directors and officers with coverage for an aggregate period of at least six years with respect to claims arising from facts or events that occurred on or before the Effective Time, including, without limitation, in respect connection with the approval of this Agreement and the transactions contemplated by this Agreementhereby. If such prepaid policies have been obtained prior to the Effective Time, Parent will shall, and shall cause the Surviving Corporation to to, maintain such policies in full force and effect, and continue to honor the obligations thereunder. If The obligations under this Section 5.14.3 shall not be terminated or modified in such a manner as to affect adversely any indemnitee to whom this Section 5.14.3 applies without the Company elects consent of such affected indemnitee (it being expressly agreed that the indemnitees to purchase such prepaid policies prior to the Effective Timewhom this Section 5.14.3 applies and their respective heirs, the Company (i) will not purchase policies with claims limits in excess of the Company’s current policies or expend in connection therewith an amount in excess of 250% of the last annual premium paid prior to the date successors and assigns shall be express third-party beneficiaries of this Agreement, and (ii) will consult and reasonably coordinate with Parent in connection with such purchaseSection 5.14.3). (d) Section 5.14.4 In the event Parent or the Surviving Corporation (iA) consolidates with or merges into any other Person person and will shall not be the continuing or surviving corporation or entity of such consolidation or merger or (iiB) transfers all or substantially all of its properties and assets to any Personperson, then then, and in each such case, proper provision will shall be made so that such continuing or surviving corporation or entity or transferee of such assets, as the case may be, will shall assume the obligations set forth in this Section 6.95.14. (e) The obligations under this Section 6.9 will (i) continue, notwithstanding any six year limitation referred to above, until the final disposition of any action, suit, proceeding or investigation brought or commenced during such six year period and (ii) not be terminated or modified in such a manner as to adversely affect any indemnitee to whom this Section 6.9 applies without the consent of such affected indemnitee (it being expressly agreed that the indemnitees to whom this Section 6.9 applies will be third party beneficiaries of this Section 6.9).

Indemnification of Directors and Officers. (a) For a period of six years from and after the Effective Time, Parent and the Surviving Corporation will and the Parent shall indemnify and hold harmless all past and present directors directors, officers and officers employees of the Company or any Company Subsidiary (collectively, the “Covered Persons”) to the same extent such Persons are indemnified as of the date of this Agreement by the Company pursuant to applicable Law, the Company CertificateCharter, the Company Bylaws Bylaws, the certificate of incorporation and bylaws, or equivalent organizational or governing documents, of any Company Subsidiary and indemnification agreements agreements, if any, in existence on the date of this Agreement and made available prior to the date hereof to the Parent with any directors directors, officers and officers employees of the Company or any Company Subsidiary (“Provided Indemnification Agreements”) arising out of acts or omissions in their capacity as directors directors, officers or officers employees of the Company or any Company Subsidiary occurring at or prior to the Effective Time. Without limiting the foregoing, the Parent further agrees, and the Parent will cause the Surviving Corporation will to, indemnify and hold harmless the directors and officers of the Company to the fullest extent permitted by Law for acts or omissions occurring in connection with the adoption and approval of this Agreement and the consummation of the transactions contemplated hereby. The Surviving Corporation and the Parent shall advance expenses (including reasonable legal fees and expenses) incurred in the defense of any Proceedings Proceeding or investigation with respect to the matters subject to indemnification pursuant to this Section 6.9(a5.9(a) in accordance with the procedures set forth in the Company Charter, the Company Bylaws, the certificate of incorporation and bylaws, or equivalent organizational documents, of any Company Subsidiary, and Provided Indemnification Agreements, if any; provided, however, that the Covered Person to whom expenses are advanced shall undertake to repay such advanced expenses to the Parent and the Surviving Corporation, if it is ultimately determined by a final non-appealable judgment of a court of competent jurisdiction that such Covered Person is not entitled to indemnification agreements in existence pursuant to this Section 5.9(a). Notwithstanding anything herein to the contrary, if any claim, action, suit, proceeding or investigation (whether arising before, at or after the Effective Time) is made against such persons with respect to matters subject to indemnification hereunder on or prior to the date sixth anniversary of the Effective Time, the provisions of this AgreementSection 5.9(a) shall continue in effect until the final disposition of such claim, action, suit, proceeding or investigation. (b) For a period of not less than six years from and after the Effective Time, Parent will cause the certificate of incorporation and bylaws of the Surviving Corporation to shall contain provisions no less favorable with respect to exculpation and exculpation, indemnification of directors and officers advancement of the Company expenses to Covered Persons for periods at or prior to the Effective Time than are currently set forth in the Company Certificate. Parent will cause the indemnification agreements in existence on the date of this Agreement with any of the directors, officers or employees of Charter and the Company to Bylaws. Following the Effective Time, the Provided Indemnification Agreements, if any, shall be assumed by the Surviving Corporation, without any further action, and shall continue in full force and effect in accordance with their terms following the Effective Timeterms. (c) For not less than six years from and after the Effective Time, the Surviving Corporation shall, and the Parent will shall cause the Surviving Corporation to to, maintain for the benefit of the Company’s directors and officers, as of the date of this Agreement and as of the Effective Time, an insurance and indemnification policy that provides coverage for events occurring prior to the Effective Time (the “D&O Insurance”) that is substantially equivalent to and in any event not less favorable in the aggregate than the Company’s existing policy (accurate true and complete copies which have been previously provided made available to ParentMerger Sub) or, if substantially equivalent insurance coverage is unavailable, the best available coverage; provided, howeverexcept, that the Surviving Corporation will shall not be required to pay an annual premium for the D&O Insurance in excess of 250300% of the last annual premium paid prior to the date of this Agreement, but in such case shall purchase as much coverage as is available for such amount. The provisions of the immediately preceding sentence will shall be deemed to have been satisfied if prepaid policies have been obtained (whether by Parent, the Company or otherwise) prior to the Effective Time, which policies provide such directors and officers with coverage for an aggregate period of at least six years with respect to claims arising from facts or events that occurred on or before the Effective Time, including, without limitation, including in respect of the transactions contemplated by this Agreement. If such prepaid policies have been obtained prior to the Effective Time, the Surviving Corporation shall, and the Parent will shall cause the Surviving Corporation to to, maintain such policies in full force and effect, and continue to honor the obligations thereunder. If the Company elects to purchase such prepaid policies prior to the Effective Time, the Company (i) will not purchase policies with claims limits in excess of the Company’s current policies or expend in connection therewith an amount in excess of 250% of the last annual premium paid prior to the date of this Agreement, and (ii) will consult and reasonably coordinate with Parent in connection with such purchase. (d) In the event the Parent or the Surviving Corporation (i) consolidates with or merges into any other Person and will shall not be the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers all or substantially all of its properties and assets to any Person, then proper provision will shall be made so that such continuing or surviving corporation or entity or transferee of such assets, as the case may be, will shall assume the obligations set forth in this Section 6.95.9. (e) The obligations under this Section 6.9 will (i) continue, notwithstanding any six year limitation referred to above, until the final disposition of any action, suit, proceeding or investigation brought or commenced during such six year period and (ii) 5.9 shall not be terminated or modified in such a any manner as that is adverse to adversely affect any indemnitee to whom this Section 6.9 applies the Covered Persons (and their respective successors and assigns) without the consent (not to be unreasonably withheld, conditioned or delayed) of such affected indemnitee (or their respective successors and assigns) (it being expressly agreed that the indemnitees to whom this Section 6.9 applies will Covered Persons (including successors and assigns) shall be third party Third Party beneficiaries of this Section 6.95.9). In the event of any breach by the Surviving Corporation or the Parent of this Section 5.9, the Surviving Corporation shall pay all reasonable expenses, including attorneys’ fees, that may be incurred by Covered Persons in enforcing the indemnity and other obligations provided in this Section 5.9 as such fees are incurred upon the written request of such Covered Person.

Indemnification of Directors and Officers. (a) For a period of six years from and after the Effective Time, Parent and the Surviving Corporation will indemnify and hold harmless all past and present directors directors, officers and officers employees of the Company (the “Indemnified Persons”) to the same extent such Persons persons are indemnified as of the date of this Agreement by the Company pursuant to applicable Law, the Company Certificate, the Company Articles of Incorporation and Bylaws and indemnification agreements agreements, if any, in existence on the date of this Agreement with any directors directors, officers and officers employees of the Company arising out of acts or omissions in their capacity as directors directors, officers or officers employees of the Company or any Company Subsidiary occurring at or prior to the Effective Time. Parent and the Surviving Corporation will advance expenses (including reasonable legal fees and expenses) incurred in the defense of any Proceedings Action with respect to the matters subject to indemnification pursuant to this Section 6.9(a5.8(a) in accordance with the procedures set forth in the Company Articles of Incorporation, Bylaws and indemnification agreements agreements, if any, in existence on the date of this Agreement. In no event shall the Parent or the Surviving Corporation be required to indemnify and hold harmless, or advance expenses to, the Indemnified Persons under this Section 5.8(a), to any greater extent than that required under applicable Law, the Company Articles of Incorporation and Bylaws and indemnification agreements, if any, in existence on the date of this Agreement. (b) For a period of six years from and after the Effective Time, Parent will cause the certificate of incorporation and bylaws of the Surviving Corporation to contain provisions no less favorable with respect to exculpation exculpation, indemnification and indemnification advancement of directors expenses of directors, officers and officers employees of the Company for periods at or prior to the Effective Time than are currently set forth in the Company CertificateArticles of Incorporation and Bylaws. Parent will cause the indemnification agreements agreements, if any, in existence on the date of this Agreement with any of the directors, officers or employees of the Company to continue in full force and effect in accordance with their terms following the Effective Time. (c) For six years from and after the Effective Time, Parent will cause the Surviving Corporation to maintain for the benefit of the Company’s directors and officers, as of the date of this Agreement and as of the Effective Time, an insurance and indemnification policy that provides coverage for events occurring prior to the Effective Time (the “D&O Insurance”) that is substantially equivalent to and in any event not less favorable in the aggregate than the Company’s existing policy (accurate true and complete copies which have been previously provided to Parent) or, if substantially equivalent insurance coverage is unavailable, the best available coverage; provided, however, that the Surviving Corporation will not be required to pay an annual premium for the D&O Insurance in excess of 250300% of the last annual premium paid prior to the date of this Agreement. The provisions of the immediately preceding sentence will be deemed to have been satisfied if prepaid policies have been obtained prior to the Effective Time, which policies provide such directors and officers with coverage for an aggregate period of six years with respect to claims arising from facts or events that occurred on or before the Effective Time, including, without limitation, in respect of the transactions contemplated by this Agreement. If such prepaid policies have been obtained prior to the Effective Time, Parent will cause the Surviving Corporation to maintain such policies in full force and effect, and continue to honor the obligations thereunder. If the Company elects to purchase such prepaid policies prior to the Effective Time, the Company (i) will not purchase policies with claims limits in excess of the Company’s current policies or expend in connection therewith an amount in excess of 250% of the last annual premium paid prior to the date of this Agreement, and (ii) will consult and reasonably coordinate with Parent in connection with such purchase. (d) In the event Parent or the Surviving Corporation (i) consolidates with or merges into any other Person person and will not be the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers all or substantially all of its properties and assets to any Personperson, then proper provision will be made so that such continuing or surviving corporation or entity or transferee of such assets, as the case may be, will assume the obligations set forth in this Section 6.95.10. (e) The obligations under this Section 6.9 5.10 will (i) continue, notwithstanding any six year limitation referred to above, until the final disposition of any action, suit, proceeding or investigation brought or commenced during such six year period and (ii) not be terminated or modified in such a manner as to adversely affect any indemnitee to whom this Section 6.9 5.10 applies without the consent of such affected indemnitee (it being expressly agreed that the indemnitees to whom this Section 6.9 5.10 applies will be third party beneficiaries of this Section 6.95.10).

Indemnification of Directors and Officers. EXECUTION COPY (a) For All obligations of the Company or any Subsidiary of the Company to any individual who at the Effective Time is, or at any time prior to the Effective Time was, a period director, officer, employee, fiduciary or agent of six years the Company or any Subsidiary of the Company (collectively, the “Indemnified Parties”) in respect of advancement, indemnification or exculpation from liabilities for acts or omissions occurring at or prior to the Effective Time as provided in (A) applicable Law or the Company Certificate, Company Bylaws or other organizational documents of the Company or any Subsidiary of the Company as currently in effect, or (B) the indemnification agreements with directors, officers, employees, fiduciaries or agents of the Company or any Subsidiary of the Company referred to on Section 7.9 of the Company Disclosure Schedule, shall survive the transactions contemplated hereby and continue in full force and effect in accordance with their respective terms, in each case, whether or not the Company’s insurance covers all such costs. From and after the Effective Time, Parent and the Surviving Corporation will indemnify shall be jointly and hold harmless all past severally liable to pay and present perform in a timely manner such indemnification, advancement and exculpation obligations. Without limiting the foregoing, Parent, from and after the Control Time until the later of (x) six years from the Effective Time and (y) the expiration of the statute of limitations applicable to the acts and omissions of the directors and officers of the Company up through and including the Effective Time, shall cause the certificate of incorporation and by-laws of the Surviving Corporation to contain provisions no less favorable to the same Indemnified Parties with respect to limitation of liabilities of directors and officers and advancement and indemnification than are set forth as of the date of this Agreement in the Company Certificate and Company Bylaws, which provisions shall not be amended, repealed or otherwise modified in a manner that would adversely affect the rights thereunder of the Indemnified Parties. In addition, from and after the Effective Time, Parent shall cause the Company and the Surviving Corporation to pay any expenses (including, but not limited to, fees and expenses of legal counsel, experts and litigation consultants, as well as any appeal bonds) of any Indemnified Party under this Section 7.9 (including in connection with enforcing the advancement, indemnity and other obligations referred to in this Section 7.9) as incurred to the fullest extent to which such Indemnified Party is entitled to such payment as of the date of this Agreement; provided, that the person to whom expenses are advanced provides an undertaking to repay such advances to the extent, and only to the extent, required by applicable Law. (b) From and after the Effective Time, Parent shall, and shall cause the Company and the Surviving Corporation, to the fullest extent to which such Persons are indemnified as of the date of this Agreement by the Company pursuant Agreement, to applicable Lawindemnify and hold harmless each Indemnified Party against all costs and expenses (including, the Company Certificatebut not limited to, the Company Bylaws fees and indemnification agreements expenses of attorneys, experts and litigation consultants as well as any appeal bonds), judgments, fines, losses, claims, damages, liabilities and settlement amounts paid in existence on the date of this Agreement connection with any directors and officers of the Company claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, whenever asserted, based on or arising out of acts of, in whole or omissions in their capacity as directors part, (A) the fact that an Indemnified Party was, or officers was or is deemed to have status as, a director or officer of the Company or such Subsidiary or (B) acts or omissions by an Indemnified Party in the Indemnified Party’s capacity as a director, officer, employee, fiduciary or agent of the Company or such Subsidiary or taken at the request of the Company or such Subsidiary (including in connection with serving at the request of the Company or such Subsidiary as a director, officer, employee, agent, trustee or fiduciary of another Person (including any employee benefit plan)), in each case under clause (A) or (B), at, or at any time prior to, the Effective Time (including any claim, suit, action, proceeding or investigation relating in whole or in part to the transactions contemplated hereby). In the event of any such claim, action, suit, proceeding or investigation, each of the Surviving Corporation and Parent shall cooperate in the defense of any such matter and shall provide access to properties and individuals as reasonably requested and furnish or cause to be furnished records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials or appeals, as may be reasonably requested in connection therewith. An Indemnified Party shall have the right, but not the obligation, to assume and control the defense of any litigation, claim or proceeding relating to any acts or omissions covered under this Section 7.9 with counsel selected by the Indemnified Party, which counsel shall be reasonably acceptable to Parent; provided, however, that Parent (i) shall be permitted to participate in the defense of such claim at its own expense and (ii) shall not be liable for any settlement effected without Parent’s written consent, which consent shall not be unreasonably withheld, conditioned or delayed. In the event that any claim for advancement or indemnification is asserted or made, all rights to advancement or indemnification in respect of such claim shall continue until the disposition of such claim. The Surviving Corporation and Parent shall pay all reasonable expenses, including attorneys’ fees, that may be incurred by the Indemnified Parties in successfully enforcing the indemnity and other obligations provided for in this Section 7.9. (c) Parent shall bear the full cost of and shall cause the Company Subsidiary to maintain in effect, applicable on and after the Effective Time, for a period equal to six (6) years immediately following the Effective Time (such period, the “D&O Tail Period”), the current directors’ and officers’ liability insurance policies (including, but not limited to, both primary and any and all excess policies) maintained by the Company on the date hereof (the “D&O Policies”) covering acts or omissions occurring at or prior to the Effective Time. Parent and the Surviving Corporation will advance expenses (including reasonable legal fees and expenses) incurred in the defense of any Proceedings Time with respect to the matters subject to indemnification pursuant to this Section 6.9(a) in accordance with the procedures set forth in the indemnification agreements in existence on the date of this Agreement. those persons who are currently (b) For a period of six years from and after the Effective Time, Parent will cause the certificate of incorporation and bylaws of the Surviving Corporation to contain provisions no less favorable with respect to exculpation and indemnification of directors and officers of the Company for periods at or any additional persons who prior to the Effective Time become) covered by the Company’s directors’ and officers’ liability insurance policy on terms and scope with respect to such coverage, and in amount, not less favorable to such individuals than are currently set forth those of such policy in the Company Certificate. Parent will cause the indemnification agreements in existence effect on the date of this Agreement with any of the directorshereof (provided, officers or employees of that the Company shall, at Parent’s or the Company’s election, substitute therefor one or more prepaid, fully-earned and non-cancellable tail policies with respect to continue such directors’ and officers’ liability insurance with policy limits, terms and conditions at least as favorable to the individuals or the Company covered under such insurance policy as the limits, terms and conditions in full force and effect in accordance with their terms following the Effective Time. (c) For six years from and after the Effective Time, Parent will cause the Surviving Corporation to maintain for the benefit existing policies of the Company’s directors and officers, as of the date of this Agreement and as of the Effective Time, an insurance and indemnification policy that provides coverage for events occurring prior to the Effective Time (the “D&O Insurance”) that is substantially equivalent to and in any event not less favorable in the aggregate than the Company’s existing policy (accurate and complete copies which have been previously provided to Parent) or, if substantially equivalent insurance coverage is unavailable, the best available coverage); provided, however, that (i) in no event shall the Surviving Corporation will not be required to pay expend pursuant to this Section 7.9(c) more than an amount per year of coverage equal to three hundred percent (300%) of current annual premium for the D&O Insurance in excess of 250% of the last annual premium premiums paid prior to the date of this Agreement. The provisions of the immediately preceding sentence will be deemed to have been satisfied if prepaid policies have been obtained prior to the Effective Time, which policies provide such directors and officers with coverage for an aggregate period of six years with respect to claims arising from facts or events that occurred on or before the Effective Time, including, without limitation, in respect of the transactions contemplated by this Agreement. If such prepaid policies have been obtained prior to the Effective Time, Parent will cause the Surviving Corporation to maintain such policies in full force and effect, and continue to honor the obligations thereunder. If the Company elects to purchase for such prepaid policies prior to the Effective Time, the Company (i) will not purchase policies with claims limits in excess of the Company’s current policies or expend in connection therewith an amount in excess of 250% of the last annual premium paid prior to the date of this Agreement, insurance and (ii) will consult and in the event of an expiration, termination or cancellation of such current policies, Parent or the Surviving Corporation shall be required to obtain as much coverage as is possible under substantially similar policies for such maximum annual amount in aggregate annual premiums. Neither Parent nor the Surviving Corporation shall take, or allow to be taken, any action to terminate, or which could reasonably coordinate with Parent be expected to result in connection with such purchasethe termination of, the D&O Policies, during the D&O Tail Period. (d) In the event Parent or that Parent, the Surviving Corporation or any of their respective successors or assigns (i) consolidates with or merges into any other Person and will shall not be the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers all or substantially all of its properties and assets to any Person, then then, and in each such case, proper provision will shall be made so that such continuing the successors and assigns of Parent and the Surviving Corporation, shall assume the obligations thereof set forth in this Section 7.9. (e) Parent and Merger Sub agree that all rights to exculpation, indemnification and advancement of expenses for acts or surviving corporation omissions occurring at or entity prior to the Effective Time, whether asserted or transferee claimed prior to, at or after the Effective Time, now existing in favor of such assetsthe current or former directors, officers or employees, as the case may be, will assume of the Company as provided in the Company Certificate or Company Bylaws shall survive the Merger and shall continue in full force and effect. The provisions of this Section 7.9 are intended to be in addition to, and not in substitution for, any other rights available by law, charter, statute, by-law, agreement or otherwise, and shall operate for the benefit of, and shall be enforceable by, each of the Indemnified Parties, their heirs and their representatives. The obligations set forth in this Section 6.9. (e) The obligations under this Section 6.9 will (i) continue, notwithstanding any six year limitation referred to above, until the final disposition of any action, suit, proceeding or investigation brought or commenced during such six year period and (ii) 7.9 shall not be terminated terminated, amended or otherwise modified in such a any manner as to that adversely affect affects any indemnitee to whom this Section 6.9 applies Indemnified Party and their heirs and representatives, without the consent of affected Indemnified Party or other Person consenting in writing to such affected indemnitee termination, amendment or modification (it being expressly agreed that the indemnitees Indemnified Parties to whom this Section 6.9 7.9 applies will shall be third party beneficiaries of this Section 6.97.9). (f) Nothing in this Agreement is intended to, shall be construed to or shall release, waive or impair any rights to directors’ and officers’ insurance claims under any policy that is or has been in existence with respect to the Company for any of their respective directors, officers or other employees, it being understood and agreed that the indemnification provided for in this Section 7.9 is not prior to or in substitution for any such claims under such policies. (g) Without limiting the generality of the foregoing, Parent and Surviving Corporation shall, jointly and severally, provide to Indemnified Parties any rights and benefits under any indemnification agreement with the Company or any of its Subsidiaries in effect as of the date hereof. (h) Parent shall cause the Surviving Corporation to perform all of the obligations of the Surviving Corporation under this Section 7.9.

Indemnification of Directors and Officers. (a) For a period Parent and Purchaser agree that all rights of six years from indemnification, exculpation and limitation of liabilities existing in favor of the current or former directors, officers and employees of the Company (the “Indemnified Parties”) as provided in the Company Certificate of Incorporation and the Company Bylaws or under any indemnification, employment or other similar agreements between any Indemnified Party and the Company, in each case as in effect at the Effective Time with respect to matters occurring prior to the Effective Time, shall survive the Merger and continue in full force and effect in accordance with their respective terms. From and after the Effective Time, Parent and the Surviving Corporation will indemnify shall be jointly and hold harmless all past severally liable to pay and present directors and officers of the Company to the same extent perform in a timely manner such Persons are indemnified as of the date of this Agreement by the Company pursuant to applicable Law, the Company Certificate, the Company Bylaws and indemnification agreements in existence on the date of this Agreement with any directors and officers of the Company arising out of acts or omissions in their capacity as directors or officers of the Company or any Company Subsidiary occurring at or prior to the Effective Timeobligations. Parent and the Surviving Corporation will advance expenses (including reasonable legal fees and expenses) incurred in the defense of any Proceedings with respect to the matters subject to indemnification pursuant to this Section 6.9(a) in accordance with the procedures set forth in the indemnification agreements in existence on the date of this Agreement. (b) For a period of six (6) years from and after the Effective Time, Parent will shall cause the certificate of incorporation and bylaws of the Surviving Corporation to shall contain provisions no less favorable with respect to indemnification, exculpation and indemnification limitation of directors and officers liabilities of the Company for periods at or prior to the Effective Time Indemnified Parties and advancement of expenses than are currently set forth in the Company Certificate. Parent will cause the indemnification agreements in existence on as of the date of this Agreement with any of the directors, officers or employees of in the Company to continue in full force Certificate of Incorporation and effect in accordance with their terms following the Effective TimeCompany Bylaws. (cb) For a period of six (6) years from and after the Effective Time, Parent will shall, and shall cause the Surviving Corporation to, to maintain for the fullest extent permitted under applicable Laws, indemnify and hold harmless (and advance funds in respect of each of the foregoing), each present and former director or officer of the Company and each such Person who served at the request of the Company as a director, officer, trustee, partner, fiduciary, employee or agent of another corporation, partnership, joint venture, trust, pension or other employee benefit plan or enterprise, against all costs and expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages, liabilities and settlement amounts paid in connection with any claim, action, suit, proceeding or investigation (whether arising before or after the Effective Time), whether civil, administrative or investigative, arising out of or pertaining to any action or omission in their capacities as officers or directors or in serving at the request of the Company’s directors and officers, as of the date of this Agreement and as of the Effective Time, an insurance and indemnification policy that provides coverage for events in each case occurring prior to before the Effective Time (the “D&O Insurance”) that is substantially equivalent to and in any event not less favorable in the aggregate than the Company’s existing policy (accurate and complete copies which have been previously provided to Parent) or, if substantially equivalent insurance coverage is unavailable, the best available coverage; provided, however, that the Surviving Corporation will not be required to pay an annual premium for the D&O Insurance in excess of 250% of the last annual premium paid prior to the date of this Agreement. The provisions of the immediately preceding sentence will be deemed to have been satisfied if prepaid policies have been obtained prior to the Effective Time, which policies provide such directors and officers with coverage for an aggregate period of six years with respect to claims arising from facts or events that occurred on or before the Effective Time, including, without limitation, in respect of including the transactions contemplated by this Agreement. If such prepaid policies have been obtained prior to the Effective Time, Parent will cause the Surviving Corporation to maintain such policies in full force and effect, and continue to honor the obligations thereunder. If the Company elects to purchase such prepaid policies prior to the Effective Time, the Company (i) will not purchase policies with claims limits in excess of the Company’s current policies or expend in connection therewith an amount in excess of 250% of the last annual premium paid prior to the date of this Agreement, and (ii) will consult and reasonably coordinate with Parent in connection with such purchase). (dc) In the event that Parent or the Surviving Corporation or any of their respective successors or assigns (i) consolidates with or merges into any other Person and will is not be the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers or conveys all or substantially all of its properties and assets to any Person, then or if Parent or the Surviving Corporation dissolves, then, and in each such case, proper provision will shall be made so that such continuing the successors and assigns of Parent or surviving corporation or entity or transferee of such assets, as the case may be, will Surviving Corporation assume the obligations set forth in this Section 6.96.8. (d) Parent shall cause the Surviving Corporation, as of the Effective Time, to obtain and fully pay (by wire transfer in immediately available funds) the premium (and any other associated costs) for a non-cancellable extension (or “tail”) of the directors’ and officers’ liability insurance coverage of the Company’s existing directors’ and officers’ insurance policies and the Company’s existing fiduciary liability insurance policies (collectively, “D&O Insurance”), in each case for a claims reporting or discovery period of at least six (6) years from and after the Effective Time (such period, the “Tail Period”) with respect to any claim related to any period of time at or prior to the Effective Time from an insurance carrier with a same or better credit rating than the Company’s current insurance carrier with respect to D&O Insurance with terms, conditions, retentions and limits of liability that are no less favorable than the coverage provided under the Company’s existing policies and covering each Person currently covered by the Company’s existing policies. Parent shall and shall cause the Surviving Corporation to maintain such “tail” policies in full force and effect through such six (6) year period. If Parent, the Company or the Surviving Corporation for any reason fails to obtain such “tail” insurance policies as of the Effective Time, then from the Effective Time through the end of the Tail Period, the Surviving Corporation shall, and Parent shall cause the Surviving Corporation to, maintain in effect the Company’s current D&O Insurance covering each Person covered by the Company’s D&O Insurance as of immediately prior to the Effective Time for acts or omissions occurring prior to the Effective Time with respect to any matter claimed against such Person by reason of him or her serving in the applicable capacity on terms with respect to such coverage and amounts no less favorable than those of such D&O Insurance policies in effect on the date of this Agreement; provided that in no event shall the costs of such D&O Insurance policies exceed in any one (1) year during the Tail Period 250% of the current aggregate annual premiums paid by the Company for such purpose, it being understood that Parent and the Surviving Corporation shall nevertheless be obligated to provide such coverage, with respect to each year during the Tail Period, as may be obtained for such 250% annual amount; provided, further, that the Surviving Corporation may substitute therefor D&O Insurance policies of any nationally recognized reputable insurance company with a same or better credit rating than the Company’s current insurance carrier with respect to D&O Insurance. (e) The obligations under provisions of this Section 6.9 will 6.8 (i) continueshall survive the consummation of the Merger, notwithstanding any six year limitation referred to above, until the final disposition of any action, suit, proceeding or investigation brought or commenced during such six year period and (ii) are intended to be for the benefit of, and shall be enforceable by, each of the Indemnified Parties, their respective heirs and representatives and (iii) are in addition to, and not be terminated in substitution for, any other rights to indemnification or modified in contribution that any such a manner as to adversely affect any indemnitee to whom this Section 6.9 applies without Person may have by Contract or otherwise. From and after the consent of such affected indemnitee (it being expressly agreed that Effective Time, the indemnitees to whom this Section 6.9 applies will be third party beneficiaries provisions of this Section 6.9)6.8 may not be amended in any manner adverse to any Indemnified Party without his or her consent.

Indemnification of Directors and Officers. (a) For a period of six years from and after the Effective Time, Parent and the Surviving Corporation will indemnify agree that all rights of indemnification, exculpation and hold harmless all limitation of liabilities existing in favor of past and present directors and officers of the Company to the same extent such Persons are indemnified as of the date of this Agreement by provided in the Company pursuant to applicable Law, the Company CertificateCharter, the Company Bylaws or under any indemnification, employment or other similar Contracts set forth on Section 5.7(a) of the Company Disclosure Schedule between such past and indemnification agreements present directors and officers of the Company and the Company, in existence each case as in effect on the date of this Agreement with any directors and officers Table of the Company arising out of Contents respect to acts or omissions in their capacity as directors or officers of the Company or any Company Subsidiary occurring at or prior to the Effective Time. Parent Time shall survive the Merger and the Surviving Corporation will advance expenses (including reasonable legal fees continue in full force and expenses) incurred in the defense of any Proceedings with respect to the matters subject to indemnification pursuant to this Section 6.9(a) effect in accordance with their respective terms (unless otherwise required by applicable Law). From and after the procedures set forth Effective Time, Parent shall cause the Surviving Corporation, to pay and perform in the a timely manner such indemnification agreements obligations in existence on the date of this Agreement. (b) For accordance with their terms. Subject to Section 5.7(c), for a period of six (6) years from and after the Effective Time, Parent will shall cause the certificate of incorporation and bylaws of the Surviving Corporation to contain provisions no less favorable with respect to exculpation indemnification, exculpation, and indemnification advancement of expenses of directors and officers of the Company for periods at or prior to the Effective Time than are currently set forth in the Company Certificate. Parent will cause Charter and the indemnification agreements in existence on Company Bylaws (unless otherwise required by applicable Law). (b) Prior to the date of this Agreement with any Effective Time, the Company shall obtain and fully pay the premium for the non-cancellable extension (or “tail”) of the directors, officers or employees ’ and officers’ liability coverage of the Company to continue Company’s existing directors’ and officers’ insurance policies and the Company’s existing fiduciary liability insurance policies (collectively, the “D&O Insurance”), in full force and effect in accordance with their terms following the Effective Time. each case for a claims reporting or discovery period of at least six (c6) For six years from and after the Effective Time, Parent will cause the Surviving Corporation Time with respect to maintain for the benefit any claim related to any period of the Company’s directors and officers, as of the date of this Agreement and as of the Effective Time, an insurance and indemnification policy that provides coverage for events occurring time at or prior to the Effective Time (from an insurance carrier with the “same or better credit rating as the Company’s current D&O Insurance”) that is substantially equivalent Insurance carrier with respect to directors’ and officers’ liability insurance in any event not less an amount and scope at least as favorable in the aggregate than as the Company’s existing policy (accurate and complete copies which have been previously provided to Parent) or, if substantially equivalent insurance coverage is unavailable, the best available coveragepolicies; provided, however, that the Surviving Corporation will Company shall not be required to pay an annual a premium for the D&O Insurance in excess of 250% of the last annual premium paid prior to the date of this Agreement. The provisions , which premium the Company represents and warrants to be as set forth on Section 5.7(b) of the immediately preceding sentence will Company Disclosure Schedule; provided further, that if the premium for such insurance coverage exceeds such amount, the Company shall be deemed obligated to have been satisfied if prepaid policies have been obtained obtain a policy with the greatest coverage available, with respect to matters occurring prior to the Effective Time, which policies provide for a cost not exceeding such directors and officers with coverage for an aggregate period of six years with respect to claims arising from facts or events that occurred on or before the Effective Time, including, without limitation, in respect of the transactions contemplated by this Agreement. If such prepaid policies have been obtained prior to the Effective Time, Parent will cause the Surviving Corporation to maintain such policies in full force and effect, and continue to honor the obligations thereunder. If the Company elects to purchase such prepaid policies prior to the Effective Time, the Company (i) will not purchase policies with claims limits in excess of the Company’s current policies or expend in connection therewith an amount in excess of 250% of the last annual premium paid prior to the date of this Agreement, and (ii) will consult and reasonably coordinate with Parent in connection with such purchaseamount. (dc) In the event that Parent or the Surviving Corporation (i) consolidates with or merges into any other Person and will shall not be the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers all or substantially all of its properties and assets to any Person, then proper provision will shall be made so that such continuing or surviving corporation or entity or transferee of such assets, as the case may be, will shall assume the obligations set forth in this Section 6.95.7. (ed) The obligations under this Section 6.9 will (i) continue, notwithstanding any six year limitation referred to above, until the final disposition of any action, suit, proceeding or investigation brought or commenced during such six year period and (ii) 5.7 shall not be terminated or modified in such a manner as to adversely affect in any material respect any indemnitee to whom this Section 6.9 5.7 applies without the consent of such affected indemnitee indemnitee, subject to applicable Law (it being expressly agreed that the indemnitees to whom this Section 6.9 5.7 applies will shall be third party beneficiaries of this Section 6.95.7).

Indemnification of Directors and Officers. (a) For a period of six years from and after the Effective Time, Parent and the Surviving Corporation will indemnify and hold harmless all past and present directors and officers of the Company to the same extent such Persons are indemnified as of the date of this Agreement by the Company pursuant to applicable Law, the Company CertificateArticles, the Company Bylaws and indemnification agreements (the “Indemnity Provisions”) in existence on the date of this Agreement with any past and present directors and officers of the Company arising out of acts or omissions in their capacity as directors or officers of the Company or any Company Subsidiary occurring at or prior to the Effective Time. Parent and the Surviving Corporation will advance expenses (including reasonable legal fees and expenses) incurred in the defense of any Proceedings with respect to the matters subject to indemnification pursuant to this Section 6.9(a6.8(a) in accordance with the procedures set forth in the indemnification agreements Indemnity Provisions in existence on the date of this Agreement. (b) For a period of six years from and after the Effective Time, to the extent consistent with applicable Law, Parent will cause the certificate articles of incorporation and bylaws of the Surviving Corporation to contain provisions no less favorable with respect to exculpation and indemnification of past and present directors and officers of the Company for periods at or prior to the Effective Time than are currently set forth in the Company CertificateArticles and Company Bylaws. Parent will cause the indemnification agreements in existence on the date of this Agreement with any of the past and present directors, officers or employees of the Company to continue in full force and effect in accordance with their terms following the Effective Time. (c) For six years from and after the Effective Time, Parent will cause the Surviving Corporation to maintain for the benefit of the Company’s directors and officers, as of the date of this Agreement and as of the Effective Time, an insurance and indemnification policy that provides coverage for events occurring prior to the Effective Time (the “D&O Insurance”) that is substantially equivalent to and in any event not less favorable in the aggregate than the Company’s existing policy (accurate and complete copies which have been previously provided to Parent) or, if substantially equivalent insurance coverage is unavailable, the best available coverage; provided, however, that the Surviving Corporation will not be required to pay an annual a premium for the D&O Insurance in excess of 250300% of the last annual premium paid prior to the date of this Agreement. The provisions of the immediately preceding sentence will be deemed to have been satisfied if prepaid policies have been obtained prior to the Effective Time, which policies provide such directors and officers with coverage for an aggregate period of six years with respect to claims arising from facts or events that occurred on or before the Effective Time, including, without limitation, including in respect of the transactions contemplated by this Agreement. If such prepaid policies have been obtained prior to the Effective Time, Parent will cause the Surviving Corporation to maintain such policies in full force and effect, and continue to honor the obligations thereunder. If the Company elects to purchase such prepaid policies prior to the Effective Time, the Company (i) will not purchase policies with claims limits in excess of the Company’s current policies or expend in connection therewith an amount in excess of 250300% of the last annual premium paid prior to the date of this Agreement, and (ii) will consult and reasonably coordinate with Parent in connection with such purchase. (d) In the event Parent or the Surviving Corporation (i) consolidates with or merges into any other Person and will not be the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers all or substantially all of its properties and assets to any Person, then proper provision will be made so that such continuing or surviving corporation or entity or transferee of such assets, as the case may be, will assume the obligations set forth in this Section 6.96.8. (e) The obligations under this Section 6.9 6.8 will (i) continue, notwithstanding any six year limitation referred to above, until the final disposition of any action, suit, proceeding or investigation brought or commenced during such six year period and (ii) not be terminated or modified in such a manner as to adversely affect any indemnitee to whom this Section 6.9 6.8 applies without the consent of such affected indemnitee (it being expressly agreed that the indemnitees to whom this Section 6.9 6.8 applies will be third party beneficiaries of this Section 6.96.8).

Indemnification of Directors and Officers. (a) For a period of six years from and after the Effective Time, Parent and the Surviving Corporation will indemnify and hold harmless all past and present directors and officers of the Company to the same extent such Persons are indemnified as of the date of this Agreement by the Company pursuant to applicable Law, the Company Certificate, the Company Bylaws and indemnification agreements in existence on the date of this Agreement with any directors and officers of the Company arising out of acts or omissions in their capacity as directors or officers of the Company or any Company Subsidiary occurring at or prior to the Effective Time. Parent and the Surviving Corporation will advance expenses (including reasonable legal fees and expenses) incurred in the defense of any Proceedings with respect to the matters subject to indemnification pursuant to this Section 6.9(a5.9(a) in accordance with the procedures set forth in the indemnification agreements in existence on the date of this Agreement. (b) For a period of six years from and after the Effective Time, Parent will cause the certificate of incorporation and bylaws of the Surviving Corporation to contain provisions no less favorable with respect to exculpation and indemnification of directors and officers of the Company for periods at or prior to the Effective Time than are currently set forth in the Company Certificate. Parent will cause the indemnification agreements in existence on the date of this Agreement with any of the directors, officers or employees of the Company to continue in full force and effect in accordance with their terms following the Effective Time. (c) For six years from and after the Effective Time, Parent will cause the Surviving Corporation to maintain for the benefit of the Company’s directors and officers, as of the date of this Agreement and as of the Effective Time, an insurance and indemnification policy that provides coverage for events occurring prior to the Effective Time (the “D&O Insurance”) that is substantially equivalent to and in any event not less favorable in the aggregate than the Company’s existing policy (accurate and complete copies which have been previously provided to Parent) or, if substantially equivalent insurance coverage is unavailable, the best available coverage; provided, however, that the Surviving Corporation will not be required to pay an annual premium for the D&O Insurance in excess of 250% of the last annual premium paid prior to the date of this Agreement. The provisions of the immediately preceding sentence will be deemed to have been satisfied if prepaid policies have been obtained prior to the Effective Time, which policies provide such directors and officers with coverage for an aggregate period of six years with respect to claims arising from facts or events that occurred on or before the Effective Time, including, without limitation, in respect of the transactions contemplated by this Agreement. If such prepaid policies have been obtained prior to the Effective Time, Parent will cause the Surviving Corporation to maintain such policies in full force and effect, and continue to honor the obligations thereunder. If the Company elects to purchase such prepaid policies prior to the Effective Time, the Company (i) will not purchase policies with claims limits in excess of the Company’s current policies or expend in connection therewith an amount in excess of 250% of the last annual premium paid prior to the date of this Agreement, and (ii) will consult and reasonably coordinate with Parent in connection with such purchase. (d) In the event Parent or the Surviving Corporation (i) consolidates with or merges into any other Person and will not be the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers all or substantially all of its properties and assets to any Person, then proper provision will be made so that such continuing or surviving corporation or entity or transferee of such assets, as the case may be, will assume the obligations set forth in this Section 6.95.9. (e) The obligations under this Section 6.9 5.9 will (i) continue, notwithstanding any six year limitation referred to above, until the final disposition of any action, suit, proceeding or investigation brought or commenced during such six year period and (ii) not be terminated or modified in such a manner as to adversely affect any indemnitee to whom this Section 6.9 5.9 applies without the consent of such affected indemnitee (it being expressly agreed that the indemnitees to whom this Section 6.9 5.9 applies will be third party beneficiaries of this Section 6.95.9).

Indemnification of Directors and Officers. (a) For a period of six years from and after the Effective Time, Parent and the Surviving Corporation will and each Company Subsidiary, as applicable, shall (and Parent shall cause the Surviving Corporation to) indemnify and hold harmless all past and present directors directors, officers and officers employees of the Company and the Company Subsidiaries (collectively, the “Indemnified Persons”) to the same extent such Persons individuals are indemnified as of the date of this Agreement by the Company pursuant to applicable Law, the Company Certificate, the Company Bylaws Bylaws, the corresponding organizational documents of the Company Subsidiaries and indemnification agreements agreements, in each case as in existence on the date of this Agreement with any directors and officers listed in Section 3.13(a)(xxix) of the Company Disclosure Schedule (collectively, the “D&O Indemnification Agreements”), arising out of acts or omissions in their capacity as directors directors, officers or officers employees of the Company or any and such Company Subsidiary Subsidiaries occurring at or prior to the Effective Time. The Surviving Corporation shall (and Parent and shall cause the Surviving Corporation will to) advance expenses (including reasonable legal fees and expenses) incurred in the defense of any Proceedings Actions with respect to the matters subject to indemnification pursuant to this Section 6.9(a5.08(a) in accordance with the procedures set forth in the Company Certificate, the Company Bylaws, and the corresponding organizational documents of the Company Subsidiaries and indemnification agreements agreements, in each case in existence on the date of this Agreement; provided, however, that the individual to whom expenses are advanced undertakes, to the extent required by the DGCL or by the applicable indemnification agreement or organizational document, to repay such advanced expenses to the Surviving Corporation if it is ultimately determined that such director, officer or employee is not entitled to indemnification under applicable Law or pursuant to the applicable indemnification agreement or organizational document. (b) For a period of six years from and after the Effective Time, Parent will cause to the extent permitted by applicable Law the certificate of incorporation and bylaws of the Surviving Corporation to shall contain provisions no less favorable with respect to exculpation exculpation, indemnification and indemnification advancement of directors expenses of directors, officers and officers employees of the Company for periods at or prior to the Effective Time than are currently set forth in the Company Certificate. Parent will cause the indemnification agreements in existence on the date of this Agreement with any of the directors, officers or employees of Certificate and the Company to Bylaws. To the extent permitted by applicable Law, the D&O Indemnification Agreements shall continue in full force and effect in accordance with their terms following the Effective Time. (c) For six years from and after Prior to the Effective Time, Parent will cause the Surviving Corporation to maintain Company shall bind and purchase directors and officers runoff insurance coverage (the “D&O Runoff Insurance”), which by its terms shall survive the Merger for not less than six years for the benefit of the Company, the Company Subsidiaries, the Company’s and any Company Subsidiary’s past and present directors and/or officers that are insured under the Company’s current directors’ and officers, ’ liability insurance policy in effect as of the date of this Agreement Agreement. The D&O Runoff Insurance shall provide coverage for the Company, the Company Subsidiaries and such individuals in their capacity as directors, officers and/or employees of the Effective Time, an insurance and indemnification policy that provides coverage for events occurring Company or any Company Subsidiary prior to the Effective Time (the “D&O Insurance”) that is substantially equivalent to and in any event not less favorable in the aggregate than the Company’s existing directors and officers policy (accurate true and complete copies of which have been previously provided made available to Parent) or, if substantially equivalent insurance coverage is unavailable, the best available coverage; provided. The Surviving Corporation shall maintain the D&O Runoff Insurance in full force and effect and continue to honor the obligations thereunder for a period of six years after the Effective Time or, howeverif such policies are terminated or cancelled during such six-year period, that obtain (subject to the limitations set forth in the next sentence) alternative D&O Runoff Insurance on substantially similar terms as set forth in this Section 5.08(c). Neither the Company nor the Surviving Corporation will not shall be required to pay an annual premium for the D&O Runoff Insurance in excess of 250% (the “Maximum Amount”) of the last annual premium paid prior to the date of this Agreement. The provisions Agreement (it being understood and agreed that in the event the cost of such D&O Runoff Insurance exceeds the immediately preceding sentence will be deemed to have been satisfied if prepaid policies have been obtained prior to the Effective Time, which policies provide such directors and officers with coverage for an aggregate period of six years with respect to claims arising from facts or events that occurred on or before the Effective Time, including, without limitationMaximum Amount, in respect of the transactions contemplated by this Agreement. If such prepaid policies have been obtained prior aggregate, the Company shall remain obligated to the Effective Timeprovide, Parent will cause and the Surviving Corporation shall be obligated to maintain such policies in full force and effect, and continue to honor the obligations thereunder. If the Company elects to purchase such prepaid policies prior to the Effective Timemaintain, the broadest D&O Runoff Insurance coverage as may be obtained for the Maximum Amount). The Company (i) will not purchase policies with claims limits in excess and Indemnified Persons may be required to make reasonable application and provide reasonable and customary representations and warranties to applicable insurance carriers for the purpose of the Company’s current policies or expend in connection therewith an amount in excess obtaining such D&O Runoff Insurance. Parent shall upon written request furnish a copy of 250% such insurance policy to each beneficiary of the last annual premium paid prior to the date of this Agreement, and (ii) will consult and reasonably coordinate with Parent in connection with such purchasepolicy. (d) In the event Parent or the Surviving Corporation or the Company Subsidiaries or their respective successors or assigns (i) consolidates consolidate with or merges merge into any other Person and will are not be the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers transfer all or substantially all of its their properties and assets to any Person, then proper provision will shall be made so that such continuing or surviving corporation or entity or transferee of such assets, as the case may be, will shall assume the obligations set forth in this Section 6.95.08, without relieving Parent of its obligations under this Section 5.08. (e) The obligations under this Section 6.9 will (i) continue, notwithstanding any six year limitation referred to above, until the final disposition of any action, suit, proceeding or investigation brought or commenced during such six year period and (ii) 5.08 shall not be terminated or modified in such a manner as to adversely affect in any material respect any indemnitee to whom this Section 6.9 5.08 applies without the consent of such affected indemnitee (it being expressly agreed that the indemnitees to whom this Section 6.9 5.08 applies will shall be (if the Closing occurs) third party beneficiaries of this Section 6.95.08).

Indemnification of Directors and Officers. (a) For a period beginning at the Effective Time and ending on the sixth (6th) anniversary of six years from and after the Effective Time, the Parent Entities and the Surviving Corporation will shall jointly and severally indemnify and hold harmless all past and present directors directors, officers and officers employees of the Company or any Company Subsidiary to the same extent such Persons are indemnified as of the date of this Agreement by the Company or such Company Subsidiary pursuant to applicable Law, the Company Certificate, the Company Bylaws and the certificate of incorporation and bylaws, or equivalent organizational or governing documents, of any Company Subsidiary, and any indemnification agreements in existence on the date of this Agreement with any directors directors, officers and officers employees of the Company or any Company Subsidiary, arising out of acts or omissions in their capacity as directors directors, officers or officers employees of the Company or any Company Subsidiary occurring at or prior to the Effective Time; provided, however, that the Parent Entities agree to, and will cause the Surviving Corporation to, indemnify and hold harmless such Persons to the fullest extent permitted by Law for acts or omissions occurring in connection with the approval of this Agreement and the consummation of the transactions contemplated hereby. The Parent Entities and the Surviving Corporation will shall advance expenses (including reasonable legal fees and expenses) incurred in the defense of any Proceedings claim, action, suit, proceeding or investigation with respect to the matters subject to indemnification pursuant to this Section 6.9(a5.14(a) in accordance with the procedures set forth in the Company Certificate, the Company Bylaws and the certificate of incorporation and bylaws, or equivalent organizational or governing documents, of any Company Subsidiary, and indemnification agreements agreements, if any, in existence on the date of this Agreement; provided, however, that the director, officer or employee to whom expenses are advanced undertakes to repay such advanced expenses to the Parent Entities and the Surviving Corporation if it is ultimately determined that such director, officer or employee is not entitled to indemnification pursuant to this Section 5.14(a). Notwithstanding anything herein to the contrary, if any claim, action, suit, proceeding or investigation (whether arising before, at or after the Effective Time) is made against such Persons with respect to matters subject to indemnification hereunder on or prior to the sixth (6th) anniversary of the Effective Time, the provisions of this Section 5.14(a) shall continue in effect until the final disposition of such claim, action, suit, proceeding or investigation. (b) For a period of not less than six (6) years from and after the Effective Time, Parent will cause the certificate of incorporation and bylaws of the Surviving Corporation to shall contain provisions no less favorable with respect to exculpation exculpation, indemnification and indemnification advancement of directors expenses of directors, officers and officers employees of the Company for periods at or prior to the Effective Time than are currently set forth in the Company CertificateCertificate and the Company Bylaws. Parent will cause the The indemnification agreements agreements, if any, in existence on the date of this Agreement with any of the directors, officers or employees of the Company to or any Company Subsidiary shall be assumed by the Surviving Corporation, without any further action, and shall continue in full force and effect in accordance with their terms following the Effective Time. (c) For six years from and after the Effective Time, Parent will cause the Surviving Corporation to maintain for the benefit of the Company’s directors and officers, as of the date of this Agreement and as of the Effective Time, the Company shall be permitted, prior to the Effective Time, to obtain and fully pay the premium for an insurance and indemnification policy that provides coverage for a period of six (6) years from and after the Effective Time for events occurring prior to the Effective Time (the “D&O Insurance”) that is substantially equivalent to and in any event not less favorable in the aggregate than the Company’s existing policy (accurate true and complete copies which have been previously provided to Ultimate Parent) or, if substantially equivalent insurance coverage is unavailable, the best available coverage; provided, however, that in no event shall the Surviving Corporation will not Company be required to pay an annual premium for the D&O Insurance premiums in excess of 250300% of the last annual premium paid by the Company prior to the date hereof in respect of this Agreementsuch coverage. The provisions of If the immediately preceding sentence will be deemed Company is unable to have been satisfied if prepaid policies have been obtained purchase such D&O Insurance prior to the Effective Time, which policies provide such directors the Surviving Corporation shall, and officers with coverage for an aggregate period Ultimate Parent shall cause the Surviving Corporation to, as of six years with respect to claims arising from facts or events that occurred on or before the Effective Time, including, without limitation, obtain and fully pay the premium for D&O Insurance that is substantially equivalent to and in respect any event not less favorable in the aggregate than the Company’s existing policy (true and complete copies of the transactions contemplated by this Agreement. If such prepaid policies which have been obtained prior previously provided to Ultimate Parent) or, if substantially equivalent insurance coverage is unavailable, the best available coverage, subject to the Effective Time, Parent will cause cost limitation proviso in the previous sentence. The Surviving Corporation to shall maintain such policies in full force and effect, and continue to honor the obligations thereunder. If the Company elects to purchase such prepaid policies prior to thereunder for a period of not less than six years from and after the Effective Time, the Company (i) will not purchase policies with claims limits in excess of the Company’s current policies or expend in connection therewith an amount in excess of 250% of the last annual premium paid prior to the date of this Agreement, and (ii) will consult and reasonably coordinate with Parent in connection with such purchase. (d) In the event Parent or the Surviving Corporation (i) consolidates with or merges into any other Person and will shall not be the continuing or surviving corporation company or entity of such consolidation or merger or (ii) transfers all or substantially all of its properties and assets to any Person, then proper provision will shall be made so that such continuing or surviving corporation company or entity or transferee of such assets, as the case may be, will shall assume the obligations set forth in this Section 6.95.14. (e) The obligations under this Section 6.9 will (i) continue, notwithstanding any six year limitation referred to above, until the final disposition of any action, suit, proceeding or investigation brought or commenced during such six year period and (ii) 5.14 shall not be terminated or modified in such a manner as to adversely affect any indemnitee past or present directors, officers and employees of the Company to whom this Section 6.9 5.14 applies without the consent of such affected indemnitee Person (it being expressly agreed that the indemnitees Persons to whom this Section 6.9 5.14 applies will be are express third party beneficiaries of this Section 6.95.14). (f) In the event of any breach by the Surviving Corporation or any Parent Entity of this Section 5.14, the Surviving Corporation or one of the Parent Entities shall pay all reasonable expenses, including attorneys’ fees, that may be incurred by any past or present directors, officers and employees of the Company in enforcing the indemnity and other obligations provided in this Section 5.14 as such fees are incurred upon the written request of such Person.

Indemnification of Directors and Officers. (a) All rights to indemnification and exculpation from liabilities for acts or omissions occurring at or prior to the Effective Time whether or not asserted prior to the Effective Time (including acts or omissions occurring in connection with the adoption and approval of this Agreement and the transactions contemplated hereby) now existing in favor of the past and present directors or officers of the Company and of the Company Subsidiaries (collectively, the “Covered Persons”) as provided in the Company Charter, the Company Bylaws or any indemnification agreement between such directors or officers and the Company or the Company Subsidiaries (in each case, as in effect on the date of this Agreement) shall be assumed by the Surviving Corporation in the Merger, without further action, as of the Effective Time, and shall survive the Merger and shall continue in full force and effect in accordance with their terms. (b) For a period of six years from and after the Effective Time, the Parent and the Surviving Corporation will shall indemnify and hold harmless all past and present directors and officers Covered Persons as provided by the terms of the Company to the same extent such Persons are indemnified as of the date of this Agreement by the Company pursuant to applicable Law, the Company CertificateCharter, the Company Bylaws and indemnification agreements agreements, if any, in existence on the date of this Agreement with any directors and officers of the Company Agreement, in each case, arising out of acts or omissions in their capacity as directors or officers of the Company or any Company Subsidiary occurring at or prior to the Effective Time, whether or not asserted prior to the Effective Time (including acts or omissions occurring in connection with the adoption and approval of this Agreement and the consummation of the transactions contemplated hereby), to the full extent permissible under the applicable provisions of the DGCL. The Parent and the Surviving Corporation will shall advance expenses (including reasonable legal fees and expenses) incurred in the defense of any Proceedings claims, action, suit, proceeding or investigation with respect to the matters subject to indemnification pursuant to this Section 6.9(a5.9(b) in accordance with the procedures set forth in the Company Charter, the Company Bylaws and indemnification agreements agreements, if any, in existence on the date of this Agreement; provided, however, that the Covered Person to whom expenses are advanced shall, prior to such advancement, undertake to repay such advanced expenses to the Parent or the Surviving Corporation, as applicable, if it is ultimately determined by a final nonappealable judgment of a court of competent jurisdiction that such Covered Person is not entitled to indemnification. (bc) For a period of six years from and after the Effective Time, Parent will cause the certificate of incorporation and bylaws of the Surviving Corporation to shall contain provisions no less favorable with respect to exculpation exculpation, indemnification and indemnification advancement of directors and officers expenses of the Company Covered Persons for periods at or prior to the Effective Time than are currently set forth in the Company CertificateCharter and the Company Bylaws. Parent will cause the The indemnification agreements agreements, if any, in existence on the date of this Agreement with any of the directors, directors or officers or employees of the Company to shall continue in full force and effect in accordance with their terms following the Effective Time. (cd) For six years from and after the Effective Time, Parent will cause the Surviving Corporation shall maintain (and the Parent or its assignee shall cause it to maintain maintain) for the benefit of the Company’s directors and officers, as of the date of this Agreement and as of the Effective Time, an insurance and indemnification policy that provides coverage for events occurring prior to the Effective Time (the “D&O Insurance”) that is substantially equivalent to and in any event not less favorable in the aggregate and with coverage amounts not less favorable than the Company’s existing policy (accurate true and complete copies which have been previously provided to Parentthe Purchaser) or, if substantially equivalent insurance coverage is unavailable, the best available coverage; provided, however, that the Surviving Corporation will shall not be required to pay an annual premium for the D&O Insurance in excess of 250% of the last annual premium paid prior to the date of this Agreement, which premium the Company represents and warrants to be approximately $350,000. The provisions of the immediately preceding sentence will shall be deemed to have been satisfied if prepaid policies have been obtained prior to the Effective Time, which policies provide such directors and officers with coverage for an aggregate period of at least six years with respect to claims arising from facts or events that occurred on or before the Effective Time, including, without limitation, including in respect of the transactions contemplated by this Agreement. If such prepaid policies have been obtained prior to the Effective Time, Parent will cause the Surviving Corporation shall maintain (and the Parent or its assignee shall cause it to maintain maintain) such policies in full force and effect, and continue to honor the obligations thereunder. If the Company elects to purchase such prepaid policies prior to the Effective Time, the Company (i) will not purchase policies with claims limits in excess of the Company’s current policies or expend in connection therewith an amount in excess of 250% of the last annual premium paid prior to the date of this Agreement, and (ii) will consult and reasonably coordinate with Parent in connection with such purchase. (de) In the event the Parent or the Surviving Corporation (i) consolidates with or merges into any other Person and will shall not be the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers all or substantially all of its properties and assets to any Person, then proper provision will shall be made so that such continuing or surviving corporation or entity or transferee of such assets, as the case may be, will shall assume the obligations set forth in this Section 6.95.9. (ef) The obligations under this Section 6.9 will (i) continue, notwithstanding any six year limitation referred to above, until the final disposition of any action, suit, proceeding or investigation brought or commenced during such six year period and (ii) 5.9 shall not be terminated or modified in such a manner as that is adverse to adversely affect any indemnitee to whom this Section 6.9 applies the Covered Persons (and their respective successors and assigns) without the consent of such affected indemnitee (or their respective successors and assigns) (it being expressly agreed that the indemnitees to whom this Section 6.9 applies will Covered Persons (including successors and assigns) shall be third party beneficiaries of this Section 6.95.9).

Indemnification of Directors and Officers. (a) For Parent and the Surviving Corporation agree that all rights of indemnification, exculpation and limitation of liabilities existing in favor of past and present directors and officers of the Company as provided in the Company Charter, the Company Bylaws or under any indemnification, employment or other similar Contracts set forth on Section 5.7(a) of the Company Disclosure Schedule between such past and present directors and officers of the Company and the Company, in each case as in effect on the date of this Agreement with respect to acts or omissions in their capacity as directors or officers occurring at or prior to the Effective Time shall survive the Merger and continue in full force and effect in accordance with their respective terms. From and after the Effective Time, Parent shall cause the Surviving Corporation, to pay and perform in a timely manner such indemnification obligations. Subject to Section 5.7(c), for a period of six years from and after the Effective Time, Parent and the Surviving Corporation will indemnify and hold harmless all past and present directors and officers of the Company to the same extent such Persons are indemnified as of the date of this Agreement by the Company pursuant to applicable Law, the Company Certificate, the Company Bylaws and indemnification agreements in existence on the date of this Agreement with any directors and officers of the Company arising out of acts or omissions in their capacity as directors or officers of the Company or any Company Subsidiary occurring at or prior to the Effective Time. Parent and the Surviving Corporation will advance expenses (including reasonable legal fees and expenses) incurred in the defense of any Proceedings with respect to the matters subject to indemnification pursuant to this Section 6.9(a) in accordance with the procedures set forth in the indemnification agreements in existence on the date of this Agreement. (b) For a period of six years from and after the Effective Time, Parent will shall cause the certificate of incorporation and bylaws of the Surviving Corporation to contain provisions no less favorable with respect to exculpation indemnification, exculpation, and indemnification advancement of expenses of directors and officers of the Company for periods at or prior to the Effective Time than are currently set forth in the Company Certificate. Parent will cause Charter and the indemnification agreements in existence on Company Bylaws (unless otherwise required by applicable Law). (b) Prior to the date of this Agreement with any Effective Time, the Company shall obtain and fully pay the premium for the non-cancellable extension of the directors, officers or employees ’ and officers’ liability coverage of the Company to continue Company’s existing directors’ and officers’ insurance policies and the Company’s existing fiduciary liability insurance policies (collectively, the “D&O Insurance”), in full force and effect in accordance with their terms following the Effective Time. (c) For each case for a claims reporting or discovery period of at least six years from and after the Effective Time, Parent will cause the Surviving Corporation Time with respect to maintain for the benefit any claim related to any period of the Company’s directors and officers, as of the date of this Agreement and as of the Effective Time, an insurance and indemnification policy that provides coverage for events occurring time at or prior to the Effective Time (from an insurance carrier with the “same or better credit rating as the Company’s current D&O Insurance”) that is substantially equivalent Insurance carrier with respect to directors’ and officers’ liability insurance in any event not less an amount and scope at least as favorable in the aggregate than as the Company’s existing policy (accurate and complete copies which have been previously provided to Parent) or, if substantially equivalent insurance coverage is unavailable, the best available coveragepolicies; provided, however, that the Surviving Corporation will Company shall not be required to pay an annual premium for the D&O Insurance in excess of 250% of the last annual premium paid prior to the date of this Agreement. The provisions , which premium the Company represents and warrants to be as set forth on Section 5.7(b) of the immediately preceding sentence will Company Disclosure Schedule; provided further, that if the annual premiums of such insurance coverage exceed such amount, the Company shall be deemed obligated to have been satisfied if prepaid policies have been obtained obtain a policy with the greatest coverage available, with respect to matters occurring prior to the Effective Time, which policies provide for a cost not exceeding such directors and officers with coverage for an aggregate period of six years with respect to claims arising from facts or events that occurred on or before the Effective Time, including, without limitation, in respect of the transactions contemplated by this Agreement. If such prepaid policies have been obtained prior to the Effective Time, Parent will cause the Surviving Corporation to maintain such policies in full force and effect, and continue to honor the obligations thereunder. If the Company elects to purchase such prepaid policies prior to the Effective Time, the Company (i) will not purchase policies with claims limits in excess of the Company’s current policies or expend in connection therewith an amount in excess of 250% of the last annual premium paid prior to the date of this Agreement, and (ii) will consult and reasonably coordinate with Parent in connection with such purchaseamount. (dc) In the event Parent that Parent, the Surviving Corporation or the Surviving Corporation Company (i) consolidates with or merges into any other Person and will shall not be the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers all or substantially all of its properties and assets to any Person, then proper provision will shall be made so that such continuing or surviving corporation or entity or transferee of such assets, as the case may be, will shall assume the obligations set forth in this Section 6.95.7. (ed) The obligations under this Section 6.9 will (i) continue, notwithstanding any six year limitation referred to above, until the final disposition of any action, suit, proceeding or investigation brought or commenced during such six year period and (ii) 5.7 shall not be terminated or modified in such a manner as to adversely affect in any material respect any indemnitee to whom this Section 6.9 5.7 applies without the consent of such affected indemnitee indemnitee, subject to applicable Law (it being expressly agreed that the indemnitees to whom this Section 6.9 5.7 applies will shall be third party beneficiaries of this Section 6.95.7).

Indemnification of Directors and Officers. (a) For a period of six years from and after the Effective Time, Parent and the Surviving Corporation will shall (and Parent shall cause the Surviving Corporation to), indemnify and hold harmless all past and present directors directors, officers and officers employees of the Company and the Company Subsidiaries to the same extent such Persons are indemnified as of the date of this Agreement by the Company and the Company Subsidiaries pursuant to applicable Law, the Company Certificate, the Company Bylaws Bylaws, the certificate of incorporation and bylaws, or equivalent organizational or governing documents, of each Company Subsidiary, and indemnification agreements agreements, if any, in existence on the date of this Agreement with any directors directors, officers and officers employees of the Company and the Company Subsidiaries arising out of acts or omissions in their capacity as directors directors, officers or officers employees of the Company or any Company Subsidiary occurring at or prior to the Effective Time. Parent and the The Surviving Corporation will shall advance expenses (including reasonable legal fees and expenses) incurred in the defense of any Proceedings claims, action, suit, proceeding or investigation with respect to the matters subject to indemnification pursuant to this Section 6.9(a5.9(a) in accordance with the procedures set forth in the Company Certificate, the Company Bylaws, the certificate of incorporation and bylaws, or equivalent organizational or governing documents, of each Company Subsidiary, and indemnification agreements agreements, if any, in existence on the date of this Agreement. (b) For Subject to Section 5.9(d), for a period of six years from and after the Effective Time, Parent will cause the certificate of incorporation and bylaws of the Surviving Corporation to Corporation, and the certificate of incorporation and bylaws, or equivalent organizational or governing documents, of each Company Subsidiary, shall contain provisions no less favorable with respect to exculpation exculpation, indemnification and indemnification advancement of directors expenses of directors, officers and officers employees of the Company and Company Subsidiaries for periods at or prior to the Effective Time than are currently set forth in the Company Certificate, the Company Bylaws and the certificate of incorporation and bylaws, or equivalent organizational or governing documents, of each Company Subsidiary. Parent will cause the The indemnification agreements agreements, if any, in existence on the date of this Agreement with any of the directors, officers or employees of the Company to shall continue in full force and effect in accordance with their terms following the Effective Time. (c) For six years from and after the Effective Time, Parent will cause the Surviving Corporation to shall maintain for the benefit of the Persons that are insured under the Company’s directors current directors’ and officers, ’ liability insurance policy in effect as of the date of this Agreement and as of the Effective TimeAgreement, an insurance and indemnification policy that provides coverage for events occurring prior to the Effective Time (the “D&O Insurance”) that is substantially equivalent to and in any event not less favorable in the aggregate than the Company’s existing policy (accurate true and complete copies which have been previously provided to Parent) or, if substantially equivalent insurance coverage is unavailable, the best available coverage; provided, however, that the Surviving Corporation will shall not be required to pay an annual premium for the D&O Insurance in excess of 250300% of the last annual premium paid prior to the date of this AgreementAgreement (it being understood and agreed that in the event such D&O Insurance cannot be obtained for 300% of such last annual premium or less, in the aggregate, the Surviving Corporation shall remain obligated to provided the greatest D&O Insurance coverage as may be obtained for such amount). The provisions of the immediately preceding sentence will shall be deemed to have been satisfied if prepaid policies have been obtained prior to the Effective Time, which policies provide such directors and officers Persons with coverage for an aggregate period of six years with respect to claims arising from facts or events that occurred on or before the Effective Time, including, without limitation, including in respect of the transactions contemplated by this Agreement. If such prepaid policies have been obtained prior to the Effective Time, Parent will cause the Surviving Corporation to shall maintain such policies in full force and effect, and continue to honor the obligations thereunder. If thereunder or if such policies are terminated or cancelled, obtain alternative D&O Insurance on the Company elects to purchase such prepaid policies prior to the Effective Time, the Company (i) will not purchase policies with claims limits in excess of the Company’s current policies or expend in connection therewith an amount in excess of 250% of the last annual premium paid prior to the date of this Agreement, and (ii) will consult and reasonably coordinate with Parent in connection with such purchaseterms set forth above. (d) In the event Parent or the Surviving Corporation or any Company Subsidiary (i) consolidates with or merges into any other Person and will shall not be the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers all or substantially all of its properties and assets to any Person, then proper provision will shall be made so that such continuing or surviving corporation or entity or transferee of such assets, as the case may be, will shall assume the obligations set forth in this Section 6.95.9. (e) The obligations under this Section 6.9 will (i) continue, notwithstanding any six year limitation referred to above, until the final disposition of any action, suit, proceeding or investigation brought or commenced during such six year period and (ii) 5.9 shall not be terminated or modified in such a manner as to adversely affect in any material respect any indemnitee to whom this Section 6.9 5.9 applies without the consent of such affected indemnitee (it being expressly agreed that the indemnitees to whom this Section 6.9 5.9 applies will shall be third party beneficiaries of this Section 6.95.9).

Indemnification of Directors and Officers. (a) For a period beginning at the Effective Time and ending on the sixth (6th) anniversary of six years from and after the Effective Time, Parent and the Surviving Corporation will shall, jointly and severally, indemnify and hold harmless all past and present directors directors, officers and officers employees of the Company or any Company Subsidiary to the same fullest extent such Persons are indemnified as of the date of this Agreement permitted by the Company pursuant to applicable Law, the Company Certificate, the Company Bylaws and indemnification agreements in existence on the date of this Agreement with any directors and officers of the Company arising out of acts or omissions in their capacity as directors directors, officers or officers employees of the Company or any Company Subsidiary occurring at or prior to the Effective Time. Parent and the Surviving Corporation will shall, jointly and severally, advance expenses in a timely fashion (including reasonable legal fees and expenses) incurred in the defense of any Proceedings claim, action, suit, proceeding or investigation with respect to the matters subject to indemnification pursuant to this Section 6.9(a5.12(a); provided, however, that the director, officer or employee to whom expenses are advanced undertakes to repay such advanced expenses to Parent and the Surviving Corporation if it is ultimately determined that such director, officer or employee is not entitled to indemnification pursuant to this Section 5.12(a). Notwithstanding anything herein to the contrary, if any claim, action, suit, proceeding or investigation (whether arising before, at or after the Effective Time) in accordance is made against such persons with respect to matters subject to indemnification or expense advancement hereunder on or prior to the procedures set forth in sixth (6th) anniversary of the indemnification agreements in existence on Effective Time, the date provisions of this AgreementSection 5.12(a) shall continue in effect until the final disposition of such claim, action, suit, proceeding or investigation. (b) For a period of not less than six (6) years from and after the Effective Time, Parent will cause the certificate of incorporation and bylaws of the Surviving Corporation to shall contain provisions no less favorable with respect to exculpation exculpation, indemnification and indemnification advancement of directors expenses of directors, officers and officers employees of the Company for periods at or prior to the Effective Time than are currently set forth in the Company CertificateCompany’s (i) Certificate of Incorporation, as amended, and (ii) Amended and Restated Bylaws. Parent will cause the The indemnification agreements agreements, if any, in existence on the date of this Agreement with any of the directors, officers or employees of the Company to or any Company Subsidiary shall be assumed by the Surviving Corporation, without any further action, and shall continue in full force and effect in accordance with their terms following the Effective Time. (c) For six years from and after the Effective Time, Parent will cause the Surviving Corporation to maintain for the benefit of the Company’s directors and officers, as of the date of this Agreement and as of the Effective Time, the Company shall be permitted, prior to the Effective Time, to obtain and fully pay the premium for an insurance and indemnification policy that provides coverage for a period of six (6) years from and after the Effective Time for events occurring prior to the Effective Time (the “D&O Insurance”) that is substantially equivalent to and in any event not less favorable in the aggregate than the Company’s existing policy (accurate true and complete copies which have been previously provided to Parent) or, if substantially equivalent insurance coverage is unavailable, the best available coverage. If the Company is unable to purchase such D&O Insurance prior to the Effective Time, the Surviving Corporation shall, and Parent shall cause the Surviving Corporation to, as of the Effective Time, obtain and fully pay the premium for D&O Insurance that is substantially equivalent to and in any event not less favorable in the aggregate than the Company’s existing policy (true and complete copies which have been previously provided to Parent) or, if substantially equivalent insurance coverage is unavailable, the best available coverage; provided, however, that the Surviving Corporation will shall not be required to pay an annual premium for the D&O Insurance in excess of 250% two hundred percent (200%) of the last annual premium paid prior to the date of this Agreement, but in such case shall purchase as much coverage as is available for such amount. The provisions of the immediately preceding sentence will be deemed to have been satisfied if prepaid policies have been obtained prior to the Effective Time, which policies provide such directors and officers with coverage for an aggregate period of six years with respect to claims arising from facts or events that occurred on or before the Effective Time, including, without limitation, in respect of the transactions contemplated by this Agreement. If such prepaid policies have been obtained prior to the Effective Time, Parent will cause the Surviving Corporation to shall maintain such policies in full force and effect, and continue to honor the obligations thereunder. If the Company elects to purchase such prepaid policies prior to thereunder for a period of not less than six (6) years from and after the Effective Time, the Company (i) will not purchase policies with claims limits in excess of the Company’s current policies or expend in connection therewith an amount in excess of 250% of the last annual premium paid prior to the date of this Agreement, and (ii) will consult and reasonably coordinate with Parent in connection with such purchase. (d) In the event Parent or the Surviving Corporation (i) consolidates with or merges into any other Person and will shall not be the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers all or substantially all of its properties and assets to any Person, then proper provision will shall be made so that such continuing or surviving corporation Surviving Corporation or entity or transferee of such assets, as the case may be, will shall assume the obligations set forth in this Section 6.95.12. (e) The obligations under this Section 6.9 will (i) continue, notwithstanding any six year limitation referred to above, until the final disposition of any action, suit, proceeding or investigation brought or commenced during such six year period and (ii) 5.12 shall not be terminated or modified in such a manner as to adversely affect any indemnitee past or present directors, officers and employees of the Company to whom this Section 6.9 5.12 applies without the consent of such affected indemnitee Person (it being expressly agreed that the indemnitees persons to whom this Section 6.9 5.12 applies will be are express third party beneficiaries of this Section 6.95.12). (f) In the event of any breach by the Surviving Corporation or Parent of this Section 5.12, the Surviving Corporation or Parent shall, jointly and severally, be obligated to pay all reasonable expenses, including attorneys’ fees, that may be incurred by any past or present directors, officers and employees of the Company in enforcing the indemnity and other obligations provided in this Section 5.12 as such fees are incurred upon the written request of such person.

Indemnification of Directors and Officers. (a) For a period of six years from and after After the Effective Time, Parent and the Surviving Corporation will indemnify shall, on the same terms and hold harmless all past and present directors and officers of conditions provided for in the Company to Certificate of Incorporation and the same extent such Persons are indemnified Company By-laws, in each case as of the date of this Agreement by Agreement, to the Company pursuant to extent consistent with applicable Law, the Company Certificate, the Company Bylaws indemnify and indemnification agreements in existence on the date hold harmless and provide advancement of this Agreement with any directors expenses to each present and officers former director or officer of the Company and of each Subsidiary of the Company (collectively, the “Indemnified Parties”) against all costs and expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages, liabilities and settlement amounts incurred or paid in connection with any claim, action, suit, proceeding or investigation (whether arising before or after the Effective Time), whether civil, administrative or investigative, arising out of acts or omissions pertaining to any action or omission in their capacity as directors an officer or officers of the Company or any Company Subsidiary director, in each case occurring at or prior to before the Effective TimeTime (including the transactions contemplated by this Agreement). Parent and the Surviving Corporation will advance expenses (including reasonable legal fees shall include and expenses) incurred cause to be maintained in effect in the defense certificate of incorporation and by-laws of the Surviving Corporation (or any Proceedings with respect successor to the matters subject Surviving Corporation) for a period of six years after the Effective Time, provisions regarding elimination of liability of directors, indemnification of officers, directors, employees and agents and advancement of expenses that are no less advantageous to indemnification pursuant to this Section 6.9(a) the intended beneficiaries than the corresponding provisions of the Company Certificate of Incorporation and the Company By-laws, in accordance with the procedures set forth each case in the indemnification agreements in existence on effect as of the date of this Agreement. (b) For a period of six (6) years from and after the Effective Time, Parent will cause the certificate of incorporation and bylaws of the Surviving Corporation to contain provisions no less favorable with respect to exculpation and indemnification of directors and officers of the Company for periods at or prior to the Effective Time than are currently set forth in the Company Certificate. Parent will cause the indemnification agreements in existence on the date of this Agreement with any of the directors, officers or employees of the Company to continue in full force and effect in accordance with their terms following the Effective Time. (c) For six years from and after the Effective Time, Parent will cause the Surviving Corporation to maintain shall procure for the benefit of Indemnified Parties liability insurance protection with one or more reputable third-party insurers substantially equivalent in kind and scope and coverage amounts and terms as that provided by the Company’s directors current directors’ and officers, as ’ liability insurance policies (copies of the date of this Agreement and as of the Effective Time, an insurance and indemnification policy that provides coverage for events occurring prior to the Effective Time (the “D&O Insurance”) that is substantially equivalent to and in any event not less favorable in the aggregate than the Company’s existing policy (accurate and complete copies which have been previously provided made available to Parent) or, if substantially equivalent insurance coverage is unavailable, the best available coverage); provided, however, that in no event shall Parent and the Surviving Corporation will not be required to pay an annual premium for the D&O Insurance in excess of 250% of the last annual premium paid prior to the date of this Agreement. The provisions of the immediately preceding sentence will be deemed to have been satisfied if prepaid policies have been obtained prior to the Effective Time, which policies provide such directors and officers with coverage for an aggregate period of six years with respect to claims arising from facts or events that occurred on or before the Effective Time, including, without limitation, in respect of the transactions contemplated by this Agreement. If such prepaid policies have been obtained prior to the Effective Time, Parent will cause the Surviving Corporation to maintain such policies in full force and effect, and continue to honor the obligations thereunder. If the Company elects to purchase such prepaid policies prior to the Effective Time, the Company (i) will not purchase policies with claims limits in excess of the Company’s current policies or expend in connection therewith any one year an amount in excess of 250200% of the last annual premium premiums currently paid prior by the Company and its Subsidiaries for such insurance; provided, further, that if during such period the annual premiums for such comparable insurance coverage exceed such amount, Parent and the Surviving Corporation shall be obligated to provide a policy which, in the date reasonable judgment of this Agreementthe Surviving Corporation, and (ii) will consult and reasonably coordinate with Parent in connection with provides the best coverage available for a cost not exceeding such purchaseamount. (dc) In To the event Parent or the Surviving Corporation (i) consolidates with or merges into extent there is any other Person and will not be the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers all or substantially all of its properties and assets to any Personclaim, then proper provision will be made so that such continuing or surviving corporation or entity or transferee of such assets, as the case may be, will assume the obligations set forth in this Section 6.9. (e) The obligations under this Section 6.9 will (i) continue, notwithstanding any six year limitation referred to above, until the final disposition of any action, suit, proceeding or investigation brought (whether arising before or commenced during after the Effective Time) against an Indemnified Party that arises out of or pertains to any action or omission in his or her capacity as director or officer of the Company occurring prior to the Effective Time, in each case for which such Indemnified Party is indemnified under Section 5.6(a), such Indemnified Party shall be entitled to be represented by counsel, which counsel shall be counsel of the Indemnified Party reasonably acceptable to Parent, and following the Effective Time the Surviving Corporation and Parent shall pay the reasonable fees and expenses of such counsel, promptly after statements therefor are received and the Surviving Corporation and Parent will cooperate in the defense of any such matter; provided, however, that neither the Surviving Corporation nor Parent shall be liable for any settlement effected without its written consent (which consent shall not be unreasonably withheld); and provided, further, that, in the event that any claim or claims for indemnification are asserted or made within six year period (6) years of the Effective Time, all rights to indemnification in respect to any such claim or claims shall continue until the disposition of any and all such claims. The Indemnified Parties as a group may retain only one law firm (iiin addition to local counsel) to represent them with respect to any single action unless there is, under applicable standards of professional conduct, a conflict on any significant issue between the position of any two or more Indemnified Parties. (d) The obligations of Parent and the Surviving Corporation under this Section 5.6 shall not be terminated or modified in such a manner as to adversely affect any indemnitee Person to whom this Section 6.9 5.6 applies without the consent of such affected indemnitee Person (it being expressly agreed that the indemnitees Persons to whom this Section 6.9 5.6 applies will shall be third third-party beneficiaries of this Section 6.9)5.6) .

Indemnification of Directors and Officers. (a) For Parent and Purchaser agree that all rights of indemnification, advancement of expenses, exculpation and limitation of liabilities existing in favor of the current or former directors and officers of the Company and the Company Subsidiaries (the “Indemnified Parties”) as provided in the Company Certificate of Incorporation and the Company Bylaws or similar organizational documents of any Company Subsidiary or under any indemnification, employment or other similar agreements between any Indemnified Party and the Company or any Company Subsidiary, in each case as in effect on the date of this Agreement, with respect to matters occurring prior to the Effective Time, shall survive the Merger and continue in full force and effect in accordance with their respective terms for a period of six (6) years from and after the Effective Time. From and after the Effective Time, Parent and the Surviving Corporation will indemnify shall be jointly and hold harmless all past severally liable to pay and present directors and officers of the Company to the same extent perform in a timely manner such Persons are indemnified as of the date of this Agreement by the Company pursuant to applicable Law, the Company Certificate, the Company Bylaws and indemnification agreements in existence on the date of this Agreement with any directors and officers of the Company arising out of acts or omissions in their capacity as directors or officers of the Company or any Company Subsidiary occurring at or prior to the Effective Timeobligations. Parent and the Surviving Corporation will advance expenses (including reasonable legal fees and expenses) incurred in the defense of any Proceedings with respect to the matters subject to indemnification pursuant to this Section 6.9(a) in accordance with the procedures set forth in the indemnification agreements in existence on the date of this Agreement. (b) For a period of six (6) years from and after the Effective Time, Parent will shall cause the certificate of incorporation and bylaws of the Surviving Corporation to contain provisions no less favorable with respect to indemnification, exculpation and indemnification limitation of directors and officers liabilities of the Company for periods at or prior to the Effective Time Indemnified Parties and advancement of expenses than are currently set forth in the Company Certificate. Parent will cause the indemnification agreements in existence on as of the date of this Agreement with any of the directors, officers or employees of in the Company to continue in full force Certificate of Incorporation and effect in accordance with their terms following the Effective TimeCompany Bylaws. (cb) For Prior to the Effective Time the Company shall, to the fullest extent permitted under applicable Laws, indemnify and hold harmless, and, for a period of six (6) years from and after the Effective Time, Parent will shall and shall cause the Surviving Corporation to, to maintain for the benefit fullest extent permitted under applicable Laws, indemnify and hold harmless, each present and former director or officer of Company and the Company Subsidiaries and each such Person who served at the request of the Company’s directors Company or any Company Subsidiary as a director, officer, trustee, partner, fiduciary, employee or agent of another corporation, partnership, joint venture, trust, pension or other employee benefit plan or enterprise, against all costs and officersexpenses (including reasonable attorneys’ fees), as of the date of this Agreement judgments, fines, losses, claims, damages, liabilities and as of settlement amounts paid in connection with any claim, action, suit, proceeding or investigation (whether arising before or after the Effective Time), an insurance and indemnification policy that provides coverage for events whether civil, administrative or investigative, arising out of or pertaining to any action or omission in their capacities as officers or directors or in serving at the request of the Company or any Company Subsidiary, in each case occurring prior to before the Effective Time (the “D&O Insurance”) that is substantially equivalent to and in any event not less favorable in the aggregate than the Company’s existing policy (accurate and complete copies which have been previously provided to Parent) or, if substantially equivalent insurance coverage is unavailable, the best available coverage; provided, however, that the Surviving Corporation will not be required to pay an annual premium for the D&O Insurance in excess of 250% of the last annual premium paid prior to the date of this Agreement. The provisions of the immediately preceding sentence will be deemed to have been satisfied if prepaid policies have been obtained prior to the Effective Time, which policies provide such directors and officers with coverage for an aggregate period of six years with respect to claims arising from facts or events that occurred on or before the Effective Time, including, without limitation, in respect of including the transactions contemplated by this Agreement. If such prepaid policies have been obtained prior to the Effective Time, Parent will cause the Surviving Corporation to maintain such policies in full force and effect, and continue to honor the obligations thereunder. If the Company elects to purchase such prepaid policies prior to the Effective Time, the Company (i) will not purchase policies with claims limits in excess of the Company’s current policies or expend in connection therewith an amount in excess of 250% of the last annual premium paid prior to the date of this Agreement, and (ii) will consult and reasonably coordinate with Parent in connection with such purchase). (dc) In the event that Parent or the Surviving Corporation or any of their respective successors or assigns (i) consolidates with or merges into any other Person and will is not be the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers or conveys all or substantially all of its properties and assets to any Person, then or if Parent dissolves the Surviving Corporation, then, and in each such case, Parent shall cause proper provision will to be made so that such continuing the successors and assigns of Parent or surviving corporation or entity or transferee of such assets, as the case may be, will Surviving Corporation assume the obligations set forth in this Section 6.96.11. (d) At or prior to the Acceptance Time, and in any event, prior to the Effective Time, the Company shall or, 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 a non-cancellable extension (or “tail”) of the directors’ and officers’ liability insurance coverage of the Company’s existing directors’ and officers’ insurance policies and the Company’s existing fiduciary liability insurance policies (collectively, “D&O Insurance”), in each case for a claims reporting or discovery period of at least six (6) years from and after the Effective Time (such period, the “Tail Period”) with respect to any claim related to any period or time at or prior to the Effective Time from an insurance carrier with a same or better credit rating than the Company’s current insurance carrier with respect to D&O Insurance with terms, conditions, retentions and limits of liability that are no less favorable than the coverage provided under the Company’s existing policies and covering each Person currently covered by the Company’s existing policies. Parent shall, and shall cause the Surviving Corporation to, maintain such “tail” policies in full force and effect through such six (6) year period. If the Company or the Surviving Corporation for any reason fails to obtain such “tail” insurance policies as of the Effective Time, then from the Effective Time through the end of the Tail Period, Parent shall, or shall cause the Surviving Corporation to, maintain in effect the Company’s current D&O Insurance covering each Person currently covered by the Company’s D&O Insurance for acts or omissions occurring prior to the Effective Time with respect to any matter claimed against such Person by reason of him or her serving in the applicable capacity on terms with respect to such coverage and amounts no less favorable than those of such D&O Insurance policies in effect on the date of this Agreement; provided that in no event shall the aggregate costs of such D&O Insurance policies exceed in any one (1) year during the Tail Period 250% of the current aggregate annual premiums paid by the Company for such purpose, it being understood that Parent or the Surviving Corporation shall nevertheless be obligated to provide such coverage, with respect to each year during the Tail Period, as may be obtained for such 250% annual amount; provided, further, that Parent or the Surviving Corporation may substitute therefor D&O Insurance policies of any nationally recognized reputable insurance company with a same or better credit rating than the Company’s current insurance carrier with respect to D&O Insurance. (e) The obligations under provisions of this Section 6.9 will 6.11 shall (i) continuesurvive the consummation of the Merger, notwithstanding any six year limitation referred to above, until the final disposition of any action, suit, proceeding or investigation brought or commenced during such six year period and (ii) are intended to be for the benefit of, and shall be enforceable by, each of the Indemnified Parties, their respective heirs and representatives and (iii) are in addition to, and not be terminated in substitution for, any other rights to indemnification or modified in contribution that any such a manner as to adversely affect any indemnitee to whom this Section 6.9 applies without Person may have by Contract or otherwise. From and after the consent of such affected indemnitee (it being expressly agreed that Acceptance Time, the indemnitees to whom this Section 6.9 applies will be third party beneficiaries provisions of this Section 6.9)6.11 may not be amended in any manner adverse to any Indemnified Party without his or her consent.

Indemnification of Directors and Officers. (a) For a period of six years from From and after the Effective TimeClosing Date, Parent Purchaser shall, and the Surviving Corporation will indemnify and hold harmless all past and present directors and officers shall cause each member of the Company Group to, indemnify, defend and hold harmless, to the same fullest extent such Persons are indemnified as of the date of this Agreement by the Company pursuant to permitted under applicable Law, the Company Certificateindividuals who on or prior to the Closing Date were directors, the Company Bylaws and indemnification agreements in existence on the date managers, partners, members, officers or employees of this Agreement with any directors and officers member of the Company arising out Group (collectively, the “Indemnitees”) as provided in any member of the Company Group’s Organizational Documents or any indemnification Contract of any member of the Company Group set forth on Section 6.2 of the Company Disclosure Schedule with respect to all acts or omissions by them in their capacity capacities as directors such or officers taken at the request of any member of the Company Group at any time on or prior to the Closing Date to the extent set forth in any member of the Company Subsidiary Group’s Organizational Documents and any indemnification Contract of any member of Company Group set forth on Section 6.2 of the Company Disclosure Schedule. From and after the Closing Date, Purchaser shall, and shall cause each member of the Company Group, to the fullest extent permitted by applicable Law to, advance any costs or expenses (including advancing attorneys’ fees and expenses) incurred by any Indemnitee prior to the final disposition of any claim, suit, proceeding or investigation; provided that such advance shall be conditioned upon the receipt of a customary undertaking by or on behalf of the Indemnitee to repay such amount if it shall be ultimately determined by final judgment of a court of competent jurisdiction that such Indemnitee is not entitled to be indemnified pursuant to this Section 6.2. Purchaser agrees that all rights of the Indemnitees to indemnification and exculpation from liabilities for acts or omissions occurring at or prior to the Effective Time. Parent and the Surviving Corporation will advance expenses (including reasonable legal fees and expenses) incurred Closing Date as provided in the defense respective Organizational Documents of any Proceedings with respect each member of the Company Group effective immediately prior to the matters subject to indemnification pursuant to this Section 6.9(a) in accordance with the procedures set forth in the indemnification agreements in existence on the date of this Agreement. (b) For a period of six years from and after the Effective Time, Parent will cause the certificate and any indemnification Contract of incorporation and bylaws of the Surviving Corporation to contain provisions no less favorable with respect to exculpation and indemnification of directors and officers any member of the Company for periods at or prior to Group shall survive the Effective Time than are currently set forth in the Company Certificate. Parent will cause the indemnification agreements in existence on the date of this Agreement with any of the directors, officers or employees of the Company to Closing Date and shall continue in full force and effect in accordance with their terms. Such rights shall not be amended or otherwise modified in any manner that would adversely affect the rights of the Indemnitees, unless such modification is required by applicable Law. (b) Purchaser hereby acknowledges that certain Indemnitees may have rights to indemnification, advancement of expenses and/or insurance provided by persons other than the Company and the Subsidiaries (collectively, the “Indemnitors”). Purchaser hereby agrees (i) that Purchaser and the Surviving Company are the indemnitors of first resort (i.e., their obligations to the Indemnitees are primary and any obligation of the Indemnitors are secondary), (ii) Purchaser and the Surviving Company shall be required to advance the full amount of expenses incurred by any Indemnitee and shall be liable for the full amount of all expenses, judgments, penalties, fines and amounts paid in settlement to the extent legally permitted and as required by the terms following of this Agreement or the Effective TimeSurviving Company’s or its Subsidiaries’ respective Organizational Documents (or any indemnification Contract of any member of the Company Group set forth on Section 6.2 of the Company Disclosure Schedule, without regard to any rights the Indemnitee may have against the Indemnitors), and (iii) Purchaser and the Surviving Company irrevocably waive, relinquish and release the Indemnitors from any and all claims against the Indemnitors for contribution, subrogation or any other recovery of any kind in respect thereof. Each of Purchaser and the Surviving Company further agrees that no advancement or payment by an Indemnitor on behalf of an Indemnitee with respect to any claim for which an Indemnitee has sought indemnification from the Surviving Company shall affect the foregoing and the applicable Indemnitor shall have a right of contribution and/or be subrogated to the extent of such advancement or payment to all of the rights of recovery of the Indemnitee against the Surviving Company. Purchaser and the Indemnitees agree that the Indemnitors are express third party beneficiaries of the terms of this Section 6.2(b). (c) For On or immediately prior to the Closing Date, the Company may purchase, or cause to be purchased, a six years (6) year tail insurance policy with respect to officers’ and directors’ liability insurance covering the Persons who are presently covered by the officers’ and directors’ Liability policies of the Company Group, with respect to actions and omissions occurring prior to the Closing, on terms which are at least as favorable as the terms of such insurance in effect for the Company Group on the date hereof and from and after an insurer or insurers having claims paying ratings no lower than the Effective Time, Parent will cause Company Group’s current insurer (the “D&O Tail Insurance”); provided that the Surviving Corporation Company shall not be required to maintain pay a premium for the benefit such D&O Tail Insurance in excess of 300% of the Company’s directors and officers, as of most recent annual premium for such coverage paid by the Company prior to the date of this Agreement and as of provided further, that if the Effective Time, an insurance and indemnification policy that provides coverage for events occurring Company notifies the Purchaser within ten (10) Business Days prior to the Effective Time (the “D&O Insurance”) that is substantially equivalent to and in any event not less favorable in the aggregate than the Company’s existing policy (accurate and complete copies which have been previously provided to Parent) or, if substantially equivalent insurance coverage is unavailable, the best available coverage; provided, however, Closing that the Surviving Corporation Company will not be required purchase any such policy on or prior to pay an the Closing, Purchaser shall or shall cause the Company Group to purchase and maintain in effect the D&O Tail Insurance, without any lapses in coverage. Purchaser shall pay, or cause the Surviving Company to pay, for all of the fees, costs and expenses of the D&O Tail Insurance provided that the premium for such D&O Tail Insurance shall not exceed 300% of the most recent annual premium for such coverage paid by the Company prior to the date of this Agreement and if the premium for such D&O Tail Insurance in excess of 250would otherwise exceed such amount, the Surviving Company shall purchase the maximum coverage available for 300% of the last such most recent annual premium paid by the Company prior to the date of this Agreement. The provisions of the immediately preceding sentence will be deemed to have been satisfied if prepaid policies have been obtained prior to the Effective Time, which policies provide such directors and officers with coverage for an aggregate period of six years with respect to claims arising from facts or events that occurred on or before the Effective Time, including, without limitation, in respect of the transactions contemplated by this Agreement. If such prepaid policies have been obtained prior to the Effective Time, Parent will cause the Surviving Corporation to maintain such policies in full force and effect, and continue to honor the obligations thereunder. If the Company elects to purchase such prepaid policies prior to the Effective Time, the Company (i) will not purchase policies with claims limits in excess of the Company’s current policies or expend in connection therewith an amount in excess of 250% of the last annual premium paid prior to the date of this Agreement, and (ii) will consult and reasonably coordinate with Parent in connection with such purchase. (d) In the event Parent or the Surviving Corporation (i) consolidates with or merges into any other Person and will not be the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers all or substantially all of its properties and assets to any Person, then proper provision will be made so that such continuing or surviving corporation or entity or transferee of such assets, as the case may be, will assume the obligations set forth in this Section 6.9. (e) The obligations of Purchaser under this Section 6.9 will (i) continue, notwithstanding any six year limitation referred to above, until the final disposition of any action, suit, proceeding or investigation brought or commenced during such six year period and (ii) 6.2 shall not be terminated or modified in such a manner as to adversely affect any indemnitee Indemnitee to whom this Section 6.9 6.2 applies without the consent of such the affected indemnitee Indemnitee (it being expressly agreed that the indemnitees Indemnitees to whom this Section 6.9 6.2 applies will shall be third party beneficiaries of this Section 6.96.2).

Indemnification of Directors and Officers. (a) For a period of six (6) years from and after the Effective Time, the Parent Entities shall, and shall cause the Surviving Corporation will and its Subsidiaries to, to the fullest extent permitted under applicable Law and the Organizational Documents of the Company, indemnify and hold harmless all past each present and present directors former director or officer of any Acquired Company (each, together with such person’s heirs, executors or administrators, a “D&O Indemnified Person”) against any costs or expenses (including reasonable attorneys’ fees and officers expenses) incurred by each D&O Indemnified Person, judgments, fines, losses, claims, damages, liabilities and amounts paid in settlement in connection with any actual or threatened Action arising out of, relating to or in connection with any action or omission by such D&O Indemnified Person in his or her capacity as a director or officer occurring or alleged to have occurred whether before or after the Effective Time (including acts or omissions in connection with such Person’s service as an officer, director or other fiduciary with respect to any entity if such service was at the request or for the benefit of the Company and its Subsidiaries). In the event of any such Action, the Parent Entities shall reasonably cooperate with the D&O Indemnified Person in the defense of any such Action. (b) To the fullest extent permitted by applicable Law or the Organizational Documents of the Company, all rights to indemnification now existing in favor of the same extent D&O Indemnified Persons with respect to their activities as such Persons are indemnified as of prior to, on or after the date of this Agreement by the Closing, as provided in each of the respective Organizational Documents or indemnification agreements of the Company pursuant to applicable Law, the Company Certificate, the Company Bylaws and indemnification agreements or its Subsidiaries in existence effect on the date of this such activities or otherwise in effect on the Original Agreement with Date shall survive the Closing and shall continue in full force and effect for a period of six (6) years from the Closing Date; provided that in the event any directors claim or claims are asserted or made within such survival period, all such rights to indemnification in respect of any claim or claims shall continue until final disposition of such claim or claims.‌ (c) Prior to the Closing Date, the Company may, through its insurance carrier, arrange for, obtain and officers fully pay for, at Parent’s and the Company’s shared expense, and at no expense to the beneficiaries, “tail” insurance policies to be effective as of the Company arising out Effective Time, with coverage that is not materially less than the coverage currently provided under the Company’s plan and with a claims period of acts at least six (6) years from and after the Effective Time with respect to directors’ and officers’ liability insurance policies and fiduciary liability insurance policies (collectively, the “D&O Insurance Policy”) with respect to matters existing or omissions in their capacity as directors or officers of the Company or any Company Subsidiary occurring at or prior to the Effective Time. Parent and the Surviving Corporation will advance expenses Time (including reasonable legal fees and expenses) incurred in the defense of any Proceedings connection with respect to the matters subject to indemnification pursuant to this Section 6.9(a) in accordance with the procedures set forth in the indemnification agreements in existence on the date of this Agreement. (b) For a period of six years from and after the Effective Time, Parent will cause the certificate of incorporation and bylaws of the Surviving Corporation to contain provisions no less favorable with respect to exculpation and indemnification of directors and officers of the Company for periods at or prior to the Effective Time than are currently set forth in the Company Certificate. Parent will cause the indemnification agreements in existence on the date of this Agreement with any of or the directors, officers transactions or employees of the Company to continue in full force and effect in accordance with their terms following the Effective Time. (c) For six years from and after the Effective Time, Parent will cause the Surviving Corporation to maintain for the benefit of the Company’s directors and officers, as of the date of this Agreement and as of the Effective Time, an insurance and indemnification policy that provides coverage for events occurring prior to the Effective Time (the “D&O Insurance”) that is substantially equivalent to and in any event not less favorable in the aggregate than the Company’s existing policy (accurate and complete copies which have been previously provided to Parent) or, if substantially equivalent insurance coverage is unavailable, the best available coverageactions contemplated hereby); provided, however, that the Surviving Corporation will not be required to pay an annual premium premiums for the D&O Insurance in excess of 250% Policy shall be subject to the mutual agreement of the last annual premium paid prior Company and Parent. Parent shall cause its directors’ and officers’ liability and/or fiduciary liability insurance policies to provide coverage for the date of this Agreement. The provisions of the immediately preceding sentence will be deemed to have been satisfied if prepaid policies have been obtained prior to the Effective Time, which policies provide such directors and officers with coverage for an aggregate period of six years with respect to claims arising from facts or events that occurred on or before the Effective Time, including, without limitation, in respect of the transactions contemplated by this Agreement. If such prepaid policies have been obtained prior to the Effective Time, Parent will cause the Surviving Corporation to maintain such policies in full force and effect, and continue to honor the obligations thereunder. If the Company elects to purchase such prepaid policies prior to the Effective Time, the Company (i) will not purchase policies with claims limits in excess Acquired Companies as of the Company’s current policies or expend in connection therewith an amount in excess of 250% of the last annual premium paid prior to the date of this Agreement, and (ii) will consult and reasonably coordinate with Parent in connection with such purchaseClosing. (d) In the event Parent or that, after the date of Closing, the Surviving Corporation or Parent (i) consolidates with or merges into any other Person and will shall not be the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers all or substantially all a substantial portion of its properties and assets to any Person, then then, and in either such case, proper provision will provisions shall be made so that such continuing or surviving corporation or entity or transferee of such assets, as the case may be, will successors and assigns thereof shall assume the obligations set forth in this Section 6.9. (e) 7.3. The obligations under this Section 6.9 will (i) continue, notwithstanding any six year limitation referred to above, until the final disposition of any action, suit, proceeding or investigation brought or commenced during such six year period and (ii) not be terminated or modified in such a manner as to adversely affect any indemnitee to whom this Section 6.9 applies without the consent of such affected indemnitee (it being expressly agreed that the indemnitees to whom this Section 6.9 applies will be third party beneficiaries provisions of this Section 6.9)7.3 are intended to be for the benefit of, and shall be enforceable by, each D&O Indemnified Person, his or her heirs, executors or administrators and his or her other Representatives and cannot be amended in a manner adverse to a D&O Indemnified Person without such Person’s consent. The Parties agree that each D&O Indemnified Person (including his or her heirs, executors or administrators and his or her other Representatives) is intended to be, and shall be, a third party beneficiary of this Agreement for the purpose of this Section 7.3.

Indemnification of Directors and Officers. (a) For Parent and the Surviving Corporation agree that all rights of indemnification, exculpation and limitation of liabilities existing in favor of past and present directors and officers of the Company as provided in the Company Charter, the Company Bylaws or under any indemnification, employment or other similar Contracts between such past and present directors and officers of the Company and the Company, in each case as in effect on the date of this Agreement with respect to acts or omissions in their capacity as directors or officers occurring at or prior to the Effective Time (and the Company represents and warrants that any such indemnification, employment and other similar Contracts entered into on or after January 1, 2011 are set forth on Section 5.7(a) of the Company Disclosure Schedule) shall survive the Merger and continue in full force and effect in accordance with their respective terms (unless otherwise required by applicable Law). From and after the Effective Time, Parent shall cause the Surviving Corporation, to pay and perform in a timely manner such indemnification obligations. Subject to Section 5.7(c), for a period of six years from and after the Effective Time, Parent and the Surviving Corporation will indemnify and hold harmless all past and present directors and officers of the Company to the same extent such Persons are indemnified as of the date of this Agreement by the Company pursuant to applicable Law, the Company Certificate, the Company Bylaws and indemnification agreements in existence on the date of this Agreement with any directors and officers of the Company arising out of acts or omissions in their capacity as directors or officers of the Company or any Company Subsidiary occurring at or prior to the Effective Time. Parent and the Surviving Corporation will advance expenses (including reasonable legal fees and expenses) incurred in the defense of any Proceedings with respect to the matters subject to indemnification pursuant to this Section 6.9(a) in accordance with the procedures set forth in the indemnification agreements in existence on the date of this Agreement. (b) For a period of six years from and after the Effective Time, Parent will shall cause the certificate of incorporation and bylaws of the Surviving Corporation to contain provisions no less favorable with respect to exculpation indemnification, exculpation, and indemnification advancement of expenses of directors and officers of the Company for periods at or prior to the Effective Time than are currently set forth in the Company Certificate. Parent will cause the indemnification agreements in existence on the date of this Agreement with any of the directors, officers or employees of Charter and the Company to continue in full force and effect in accordance with their terms following the Effective TimeBylaws (unless otherwise required by applicable Law). (cb) For a period of six years from and after the Effective Time, Parent will cause the Surviving Corporation to shall maintain for the benefit of the Company’s directors and officers, as of the date of this Agreement and as of the Effective Time, an insurance and indemnification policy that provides coverage for events occurring prior to the Effective Time (the “D&O Insurance”) that is substantially equivalent to and in any event not less favorable in the aggregate than the Company’s existing policy (accurate and complete copies of which have been previously provided to Parent) or, if substantially equivalent insurance coverage is unavailable, the best available coverage; provided, however, that the Surviving Corporation will shall not be required to pay an annual premium for the D&O Insurance in excess of 250% of the last annual premium paid prior to the date of this Agreement, which premium the Company represents and warrants to be as set forth on Section 5.7(b) of the Company Disclosure Schedule. The provisions of the immediately preceding sentence will shall be deemed to have been satisfied if prepaid policies have been are obtained by Parent prior to the Effective Time, which policies provide such directors and officers with substantially equivalent coverage for an aggregate period of six years with respect to claims arising from facts or events that occurred on or before the Effective Time, including, without limitation, including in respect of the transactions contemplated by this Agreement. If such prepaid policies have been obtained prior to the Effective Time, Parent will cause the Surviving Corporation to shall maintain such policies in full force and effect, and continue to honor the obligations thereunder. If the Company elects to purchase such prepaid policies prior to the Effective Time, the Company (i) will not purchase policies with claims limits in excess of the Company’s current policies or expend in connection therewith an amount in excess of 250% of the last annual premium paid prior to the date of this Agreement, and (ii) will consult and reasonably coordinate with Parent in connection with such purchase. (dc) In the event Parent that Parent, the Surviving Corporation or the Surviving Corporation Company (i) consolidates with or merges into any other Person and will shall not be the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers all or substantially all of its properties and assets to any Person, then proper provision will shall be made so that such continuing or surviving corporation or entity or transferee of such assets, as the case may be, will shall assume the obligations set forth in this Section 6.95.7. (ed) The obligations under this Section 6.9 will (i) continue, notwithstanding any six year limitation referred to above, until the final disposition of any action, suit, proceeding or investigation brought or commenced during such six year period and (ii) 5.7 shall not be terminated or modified in such a manner as to adversely affect in any material respect any indemnitee to whom this Section 6.9 5.7 applies without the consent of such affected indemnitee indemnitee, subject to applicable Law (it being expressly agreed that the indemnitees to whom this Section 6.9 5.7 applies will shall be third party beneficiaries of this Section 6.95.7).

Indemnification of Directors and Officers. (a) For a period of six years from and after the Effective Time, Parent and the Surviving Corporation will indemnify agree that all rights of indemnification, exculpation and hold harmless all limitation of liabilities existing in favor of past and present directors and officers of the Company to the same extent such Persons are indemnified as of the date of this Agreement by provided in the Company pursuant to applicable Law, the Company CertificateCharter, the Company Bylaws or under any indemnification, employment or other similar Contracts set forth on Section 5.7(a) of the Company Disclosure Schedule between such past and indemnification agreements present directors and officers of the Company and the Company, in existence each case as in effect on the date of this Agreement with any directors and officers of the Company arising out of respect to acts or omissions in their capacity as directors or officers of the Company or any Company Subsidiary occurring at or prior to the Effective Time. Parent Time shall survive the Merger and the Surviving Corporation will advance expenses (including reasonable legal fees continue in full force and expenses) incurred in the defense of any Proceedings with respect to the matters subject to indemnification pursuant to this Section 6.9(a) effect in accordance with their respective terms (unless otherwise required by applicable Law). From and after the procedures set forth Effective Time, Parent shall cause the Surviving Corporation, to pay and perform in the a timely manner such indemnification agreements obligations in existence on the date of this Agreement. (b) For accordance with their terms. Subject to Section 5.7(c), for a period of six (6) years from and after the Effective Time, Parent will shall cause the certificate of incorporation and bylaws of the Surviving Corporation to contain provisions no less favorable with respect to exculpation indemnification, exculpation, and indemnification advancement of expenses of directors and officers of the Company for periods at or prior to the Effective Time than are currently set forth in the Company Certificate. Parent will cause Charter and the indemnification agreements in existence on Company Bylaws (unless otherwise required by applicable Law). (b) Prior to the date of this Agreement with any Effective Time, the Company shall obtain and fully pay the premium for the non-cancellable extension (or “tail”) of the directors, officers or employees ’ and officers’ liability coverage of the Company to continue Company’s existing directors’ and officers’ insurance policies and the Company’s existing fiduciary liability insurance policies (collectively, the “D&O Insurance”), in full force and effect in accordance with their terms following the Effective Time. each case for a claims reporting or discovery period of at least six (c6) For six years from and after the Effective Time, Parent will cause the Surviving Corporation Time with respect to maintain for the benefit any claim related to any period of the Company’s directors and officers, as of the date of this Agreement and as of the Effective Time, an insurance and indemnification policy that provides coverage for events occurring time at or prior to the Effective Time (from an insurance carrier with the “same or better credit rating as the Company’s current D&O Insurance”) that is substantially equivalent Insurance carrier with respect to directors’ and officers’ liability insurance in any event not less an amount and scope at least as favorable in the aggregate than as the Company’s existing policy (accurate and complete copies which have been previously provided to Parent) or, if substantially equivalent insurance coverage is unavailable, the best available coveragepolicies; provided, however, that the Surviving Corporation will Company shall not be required to pay an annual a premium for the D&O Insurance in excess of 250% of the last annual premium paid prior to the date of this Agreement. The provisions , which premium the Company represents and warrants to be as set forth on Section 5.7(b) of the immediately preceding sentence will Company Disclosure Schedule; provided further, that if the premium for such insurance coverage exceeds such amount, the Company shall be deemed obligated to have been satisfied if prepaid policies have been obtained obtain a policy with the greatest coverage available, with respect to matters occurring prior to the Effective Time, which policies provide for a cost not exceeding such directors and officers with coverage for an aggregate period of six years with respect to claims arising from facts or events that occurred on or before the Effective Time, including, without limitation, in respect of the transactions contemplated by this Agreement. If such prepaid policies have been obtained prior to the Effective Time, Parent will cause the Surviving Corporation to maintain such policies in full force and effect, and continue to honor the obligations thereunder. If the Company elects to purchase such prepaid policies prior to the Effective Time, the Company (i) will not purchase policies with claims limits in excess of the Company’s current policies or expend in connection therewith an amount in excess of 250% of the last annual premium paid prior to the date of this Agreement, and (ii) will consult and reasonably coordinate with Parent in connection with such purchaseamount. (dc) In the event that Parent or the Surviving Corporation (i) consolidates with or merges into any other Person and will shall not be the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers all or substantially all of its properties and assets to any Person, then proper provision will shall be made so that such continuing or surviving corporation or entity or transferee of such assets, as the case may be, will shall assume the obligations set forth in this Section 6.95.7. (ed) The obligations under this Section 6.9 will (i) continue, notwithstanding any six year limitation referred to above, until the final disposition of any action, suit, proceeding or investigation brought or commenced during such six year period and (ii) 5.7 shall not be terminated or modified in such a manner as to adversely affect in any material respect any indemnitee to whom this Section 6.9 5.7 applies without the consent of such affected indemnitee indemnitee, subject to applicable Law (it being expressly agreed that the indemnitees to whom this Section 6.9 5.7 applies will shall be third party beneficiaries of this Section 6.95.7).

Indemnification of Directors and Officers. (a) For a period beginning at the Effective Time and ending on the sixth (6th) anniversary of six years from and after the Effective Time, Parent and shall cause the Surviving Corporation will to indemnify and hold harmless all past and present directors directors, officers and officers 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 CertificateArticles, the Company Bylaws By-laws, the articles of incorporation and bylaws, or equivalent organizational or governing documents, of any Company Subsidiary, and indemnification agreements 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 directors, officers, and officers employees of the Company or any Company Subsidiary, arising out of acts or omissions in their capacity as directors directors, officers or officers employees of the Company or any Company Subsidiary occurring at or prior to the Effective Time. ; provided, however, that Parent and shall cause the Surviving Corporation will to indemnify and hold harmless such persons to the fullest extent permitted by applicable Law for acts or omissions occurring in connection with the approval of this Agreement and the consummation of the transactions contemplated hereby. Parent shall cause the Surviving Corporation to advance expenses (including reasonable legal fees and expenses) incurred in the defense of any Proceedings claim, action, suit, proceeding or investigation with respect to the matters subject to indemnification pursuant to this Section 6.9(a5.10(a) in accordance with the 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 agreements, if any, in existence on the effective date of this AgreementAgreement and filed as an exhibit to a Company SEC Document, including any expenses incurred in enforcing such Person’s rights under this Section 5.10, regardless of whether indemnification with respect to or advancement of such expenses is authorized under the Company Articles, the Company By-laws, the articles of incorporation and bylaws, or equivalent organizational documents, of any Company Subsidiary, or such indemnification agreements; provided, however, that the director, officer or employee to whom expenses are advanced undertakes to repay such advanced expenses to Parent and the Surviving Corporation if it is ultimately determined that such director, officer or employee is not entitled to indemnification pursuant to this Section 5.10(a). Notwithstanding anything herein to the contrary, if any claim, action, suit, proceeding or investigation (whether arising before, at or after the Effective Time) is made against such persons with respect to matters subject to indemnification hereunder on or prior to the sixth (6th) anniversary of the Effective Time, the provisions of this Section 5.10(a) shall continue in effect until the final disposition of such claim, action, suit, proceeding or investigation. (b) For a period of not less than six (6) years from and after the Effective Time, Parent will cause the certificate articles of incorporation and bylaws of the Surviving Corporation to shall contain provisions no less favorable with respect to exculpation exculpation, indemnification and indemnification advancement of directors expenses of directors, officers and officers employees of the Company and the Company Subsidiaries for periods at or prior to the Effective Time than are currently set forth in the Company CertificateArticles and the Company By-laws. Parent will cause the The indemnification agreements agreements, if any, in existence on the effective date of this Agreement and filed as an exhibit to a Company SEC Document with any of the directors, officers or employees of the Company to or any Company Subsidiary shall be assumed by the Surviving Corporation, without any further action, and shall continue in full force and effect in accordance with their terms following the Effective Time. (c) For six years from and after the Effective Time, Parent will cause the Surviving Corporation to maintain for the benefit of the Company’s directors and officers, as of the effective date of this Agreement and as of the Effective Time, the Company shall be permitted, prior to the Effective Time, to obtain and fully pay the premium for an insurance and indemnification policy that provides coverage for a period of six (6) years from and after the Effective Time for events occurring prior to the Effective Time (the “D&O Insurance”) that is substantially equivalent to and in any event not less favorable in the aggregate than the Company’s existing policy (accurate true and complete copies which have been previously provided to Parent) or, if substantially equivalent insurance coverage is unavailable, the best available coverage; provided, however, that the portion of the premium payable in respect of each year of such coverage shall not exceed 300% of the last annual premium paid prior to the effective date of this Agreement (which annual premium is $420,000). If the Company is unable to purchase such D&O Insurance prior to the Effective Time, the Surviving Corporation will shall, and Parent shall cause the Surviving Corporation to, as of the Effective Time, obtain and fully pay the premium for D&O Insurance that is substantially equivalent to and in any event not less favorable in the aggregate than the Company’s existing policy (true and complete copies which have been previously provided to Parent); provided, however, that the Surviving Corporation shall not be required to pay an annual premium for the D&O Insurance in excess of 250300% of the last annual premium paid prior to the effective date of this Agreement. The provisions of ; and provided, further, that if the immediately preceding sentence will be deemed to have been satisfied if prepaid policies have been obtained prior to the Effective Timeannual premium would at any time exceed 300%, which policies provide such directors and officers with coverage for an aggregate period of six years with respect to claims arising from facts or events that occurred on or before the Effective Time, including, without limitation, in respect of the transactions contemplated by this Agreement. If such prepaid policies have been obtained prior to the Effective Time, Parent will cause the Surviving Corporation shall be obligated to provide the maximum available coverage as may be obtained for 300% from an insurance carrier with the same or better credit rating than the primary carrier of the Company’s existing policy. The Surviving Corporation shall maintain such policies in full force and effect, and continue to honor the obligations thereunder. If the Company elects to purchase such prepaid policies prior to , for a period of not less than six (6) years from and after the Effective Time, the Company (i) will not purchase policies with claims limits in excess of the Company’s current policies or expend in connection therewith an amount in excess of 250% of the last annual premium paid prior to the date of this Agreement, and (ii) will consult and reasonably coordinate with Parent in connection with such purchase. (d) In the event Parent or the Surviving Corporation (i) consolidates with or merges into any other Person and will shall not be the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers all or substantially all of its properties and assets to any Person, then proper provision will shall be made so that such continuing or surviving corporation or entity or transferee of such assets, as the case may be, will shall assume the obligations set forth in this Section 6.95.10. (e) The obligations under this Section 6.9 will (i) continue, notwithstanding any six year limitation referred to above, until the final disposition of any action, suit, proceeding or investigation brought or commenced during such six year period and (ii) 5.10 shall not be terminated or modified in such a manner as to adversely affect any indemnitee past or present directors, officers and employees of the Company to whom this Section 6.9 5.10 applies without the consent of such affected indemnitee Person (it being expressly agreed that the indemnitees persons to whom this Section 6.9 5.10 applies will be are express third party beneficiaries of this Section 6.95.10).

Indemnification of Directors and Officers. (a) For a period of six (6) years from and after the Effective Time, Parent and the Surviving Corporation will shall indemnify and hold harmless all past and present directors directors, officers and officers employees of the Company to the same extent such Persons are indemnified as of the date of this Agreement by the Company pursuant to applicable Law, the Company CertificateArticles, the Company Bylaws Code of Regulations and indemnification agreements agreements, if any, in existence on the date of this Agreement with any directors directors, officers and officers employees of the Company arising out of acts or omissions in their capacity as directors directors, officers or officers employees of the Company or any Company Subsidiary occurring at or prior to the Effective Time. Parent and the The Surviving Corporation will shall advance expenses (including reasonable legal fees and expenses) incurred in the defense of any Proceedings claims, action, suit, proceeding or investigation with respect to the matters subject to indemnification pursuant to this Section 6.9(a5.9(a) in accordance with the procedures set forth in the Company Articles, the Company Code of Regulations and indemnification agreements agreements, if any, in existence on the date of this Agreement; provided, however, that the director, officer or employee of the Company to whom expenses are advanced undertakes to repay such advanced expenses to the Surviving Corporation within five (5) Business Days if it is ultimately determined that such director, officer or employee is not entitled to indemnification pursuant to this Section 5.9(a). (b) For a period of six (6) years from and after the Effective Time, Parent will cause the certificate articles of incorporation and bylaws code of regulations of the Surviving Corporation to shall contain provisions no less favorable with respect to exculpation exculpation, indemnification and indemnification advancement of directors expenses of directors, officers and officers employees of the Company for periods at or prior to the Effective Time than are currently set forth in the Company CertificateArticles and the Company Code of Regulations. Parent will cause the The indemnification agreements agreements, if any, in existence on the date of this Agreement with any of the directors, officers or employees of the Company to shall continue in full force and effect in accordance with their terms following the Effective Time. (c) For six (6) years from and after the Effective Time, Parent will cause the Surviving Corporation shall maintain, with a reputable insurance company rated at least equally to maintain the Company’s existing policy, for the benefit of the Company’s directors and officers, as of the date of this Agreement and as of the Effective Time, an insurance and indemnification policy that provides coverage for events occurring prior to the Effective Time (the “D&O Insurance”) that is substantially equivalent to and in any event not less favorable in the aggregate than the Company’s existing policy (accurate true and complete copies which have been previously provided to Parent) or, if substantially equivalent insurance coverage is unavailable, the best available coverage; provided, however, that the Surviving Corporation will shall not be required to pay an annual premium for the D&O Insurance in excess of 250200% of the last annual premium paid prior to the date of this Agreement, which premium the Company represents and warrants to be approximately as set forth on Section 5.9(c) of the Company Disclosure Letter. The provisions of the immediately preceding sentence will shall be deemed to have been satisfied if prepaid policies have been obtained prior to the Effective Time, which policies provide such directors and officers with coverage for an aggregate period of six (6) years with respect to claims arising from facts or events that occurred on or before the Effective Time, including, without limitation, in respect of the transactions contemplated by this Agreement. If such prepaid policies have been obtained prior to the Effective Time, Parent will cause the Surviving Corporation to shall maintain such policies in full force and effect, and continue to honor the obligations thereunder. If Parent and Surviving Corporation shall be entitled to satisfy their obligations under this Section 5.9(c) by purchasing an extended reporting period “tail” policy under the Company elects to purchase such prepaid policies prior to Company’s existing directors’ and officers’ insurance policy which (i) has a term of six (6) years from the Effective Time, (ii) covers those persons who are currently covered by the Company Company’s directors’ and officers insurance policy in effect as of the date hereof, and (iiii) will not purchase policies with claims limits contains terms and conditions (including coverage amounts) which are no less advantageous than those contained in excess the terms and conditions of the Company’s current directors’ and officers’ insurance policies or expend in connection therewith effect as of the date hereof; provided, however, that Parent and Surviving Corporation shall not be required to pay an amount in excess of 250200% of the last annual premium paid prior to the date of this Agreement, and (ii) will consult and reasonably coordinate with Parent in connection with Agreement for such purchaseextended reporting “tail” policy. (d) In the event Parent or the Surviving Corporation (i) consolidates with or merges into any other Person and will shall not be the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers all or substantially all of its properties and assets to any Person, then proper provision will shall be made so that such continuing or surviving corporation or entity or transferee of such assets, as the case may be, will shall assume the obligations set forth in this Section 6.95.9. (e) The obligations under this Section 6.9 will (i) continue, notwithstanding any six year limitation referred to above, until the final disposition of any action, suit, proceeding or investigation brought or commenced during such six year period and (ii) 5.9 shall not be terminated or modified in such a manner as to adversely affect in any material respect any indemnitee to whom this Section 6.9 5.9 applies without the consent of such affected indemnitee (it being expressly agreed that the indemnitees to whom this Section 6.9 5.9 applies will shall be third party beneficiaries of this Section 6.95.9).

Indemnification of Directors and Officers. (a) For a period of six (6) years from and after the Effective Time, Parent and the Surviving Corporation will shall indemnify and hold harmless all past and present directors and officers of the Company to the same extent such Persons are indemnified as of the date of this Agreement by the Company pursuant to applicable Law, the Company CertificateCharter, the Company Bylaws and indemnification agreements agreements, if any, in existence on the date of this Agreement with any directors and officers of the Company Agreement, in each case, arising out of acts or omissions in their capacity as directors or officers of the Company or any Company Subsidiary occurring at or prior to the Effective Time. Parent and the Surviving Corporation will shall advance expenses (including reasonable legal fees and expenses) incurred in the defense of any Proceedings claims, action, suit, proceeding or investigation with respect to the matters subject to indemnification pursuant to this Section 6.9(a5.8(a) in accordance with the procedures set forth in the Company Charter, the Company Bylaws and indemnification agreements agreements, if any, in existence on the date of this Agreement; provided, however, that the director or officer of the Company to whom expenses are advanced undertakes to repay such advanced expenses to Parent and the Surviving Corporation within five (5) Business Days if it is ultimately determined that such director or officer is not entitled to indemnification pursuant to this Section 5.8(a). (b) For a period of six (6) years from and after the Effective Time, Parent will cause the certificate articles of incorporation and bylaws of the Surviving Corporation to shall contain provisions no less favorable with respect to exculpation exculpation, indemnification and indemnification advancement of expenses of directors and officers of the Company for periods at or prior to the Effective Time than are currently set forth in the Company CertificateCharter and the Company Bylaws. Parent will cause the The indemnification agreements agreements, if any, in existence on the date of this Agreement with any of the directors, directors or officers or employees of the Company to shall continue in full force and effect in accordance with their terms following the Effective Time. (c) For six (6) years from and after the Effective Time, Parent will cause the Surviving Corporation to shall maintain for the benefit of the Company’s directors and officers, as of the date of this Agreement and as of the Effective Time, an insurance and indemnification policy that provides coverage for events occurring prior to the Effective Time (the “D&O Insurance”) that is substantially equivalent to and in any event not less favorable in the aggregate than the Company’s existing policy (accurate and complete copies which have been previously provided to Parent) or, if substantially equivalent insurance coverage is unavailable, the best available coverage; provided, however, that the Surviving Corporation will shall not be required to pay an annual premium for the D&O Insurance in excess of 250300% of the last annual premium paid prior to the date of this Agreement, which premium the Company represents and warrants to be approximately $108,700; provided, further, that if the aggregate premiums of such D&O Insurance coverage exceeds such 300% amount, the Surviving Corporation shall be obligated to obtain a policy with the greatest coverage available, with respect to matters occurring prior to the Effective Time, for a cost not exceeding such 300% amount. The provisions of the immediately preceding sentence will shall be deemed to have been satisfied if prepaid policies have been obtained prior to the Effective Time, which policies provide such directors and officers with coverage for an aggregate period of six (6) years with respect to claims arising from facts or events that occurred on or before the Effective Time, including, without limitation, in respect of the transactions contemplated by this Agreement. If requested by the Company, Parent shall arrange to obtain such prepaid policies prior to the Effective Time. If such prepaid policies have been obtained prior to the Effective Time, Parent will cause the Surviving Corporation to shall maintain such policies in full force and effect, and continue to honor the obligations thereunder. If the Company elects to purchase such prepaid policies prior to the Effective Time, the Company (i) will not purchase policies with claims limits in excess of the Company’s current policies or expend in connection therewith an amount in excess of 250% of the last annual premium paid prior to the date of this Agreement, and (ii) will consult and reasonably coordinate with Parent in connection with such purchase. (d) In the event Parent or the Surviving Corporation (i) consolidates with or merges into any other Person and will shall not be the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers all or substantially all of its properties and assets to any Person, then proper provision will shall be made so that such continuing or surviving corporation or entity or transferee of such assets, as the case may be, will shall assume the obligations set forth in this Section 6.95.8. (e) The obligations under this Section 6.9 will (i) continue, notwithstanding any six year limitation referred to above, until the final disposition of any action, suit, proceeding or investigation brought or commenced during such six year period and (ii) 5.8 shall not be terminated or modified in such a manner as to adversely affect in any material respect any indemnitee to whom this Section 6.9 5.8 applies without the consent of such affected indemnitee (it being expressly agreed that the indemnitees to whom this Section 6.9 5.8 applies will shall be third party beneficiaries of this Section 6.95.8).

Indemnification of Directors and Officers. (a) For a period of six (6) years from and after the Effective Time, Parent and the Surviving Corporation will shall to the fullest extent permissible under applicable provisions of the DGCL indemnify and hold harmless all past and present directors directors, officers and officers employees of the Company entitled to indemnification (the “Covered Persons”) to the same extent such Persons are indemnified as of the date of this Agreement by the Company pursuant to applicable Law, the Company Certificate, the Company Bylaws Bylaws, and the indemnification agreements agreements, if any, in existence on the date of this Agreement with any directors and officers of (the Company arising out of “Indemnification Agreements”) for acts or omissions in their capacity as directors directors, officers or officers employees of the Company or any Company Subsidiary occurring at or prior to the Effective Time. Parent and Section 5.9(a) of the Company Disclosure Schedule sets forth all outstanding Indemnification Agreements. The Surviving Corporation will shall advance expenses (including reasonable legal fees and expenses) incurred in the defense of any Proceedings claims, action, suit, proceeding or investigation with respect to the matters subject to indemnification pursuant to this Section 6.9(a5.9(a) in accordance with the procedures set forth in the Company Certificate, the Company Bylaws, and the Indemnification Agreements; provided, however, that the director, officer or employee of the Company to whom expenses are advanced undertakes to repay such advanced expenses to the Surviving Corporation if it is ultimately determined that such director, officer or employee is not entitled to indemnification agreements in existence on the date of pursuant to this AgreementSection 5.9(a). (b) For a period of six (6) years from and after the Effective Time, Parent will cause the certificate of incorporation and bylaws of the Surviving Corporation to shall contain provisions no less favorable with respect to exculpation exculpation, indemnification and indemnification advancement of directors and officers of the Company Covered Persons for periods at or prior to the Effective Time than are currently set forth in the Company CertificateCertificate and the Company Bylaws. Parent will cause the indemnification agreements in existence on the date of this Agreement The Indemnification Agreements, if any, with any of the directors, officers or employees of the Company to Covered Persons shall continue in full force and effect in accordance with their terms following the Effective Time. (c) For six (6) years from and after the Effective Time, Parent will cause the Surviving Corporation to shall maintain for the benefit of the Company’s directors and officers, as of the date of this Agreement and as of the Effective Time, who are covered by the directors’ and officers’ liability insurance policy maintained by the Company, an insurance and indemnification policy that provides coverage for events occurring actions or omissions of such officers and directors prior to the Effective Time in their capacities as such (the “D&O Insurance”) that is substantially equivalent to and in any event not less favorable in the aggregate than the Company’s existing policy (accurate true and complete copies of which have been previously provided to Parent) (“Equivalent Coverage”) or, if substantially equivalent insurance coverage is unavailable, the best available coverage; provided, however, that that, in satisfying its obligation under this Section 5.9(c), the Surviving Corporation will shall not be required to pay an annual premium for the D&O Insurance in excess of 250300% (the “Maximum Amount”) of the last annual premium paid prior to the date of this Agreement. The provisions of Notwithstanding the immediately preceding sentence will be deemed to have been satisfied if foregoing, the Company may, after prior consultation with Parent, purchase six (6) year “tail” prepaid policies have been obtained prior to the Effective Time, Time which policies provide such directors and officers with coverage for an aggregate period of six years with respect to claims arising from facts or events Equivalent Coverage; provided, that occurred on or before the Effective Time, including, without limitation, amount paid by the Company shall not be in respect excess of the transactions contemplated Maximum Amount of the per annum premium rate paid by this Agreementthe Company as of the date hereof for such policies. If such prepaid policies have been obtained prior to the Effective Time, Parent will cause the provisions of this Section 5.9(c) shall be deemed to have been satisfied and the Surviving Corporation to shall maintain such policies in full force and effect, and continue to honor the obligations thereunder. If the Company elects to purchase such prepaid policies prior to the Effective Time, the Company (i) will not purchase policies with claims limits in excess of the Company’s current policies or expend in connection therewith an amount in excess of 250% of the last annual premium paid prior to the date of this Agreement, and (ii) will consult and reasonably coordinate with Parent in connection with such purchase. (d) In the event Parent or the Surviving Corporation (i) consolidates with or merges into any other Person and will shall not be the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers all or substantially all of its properties and assets to any Person, then proper provision will shall be made so that such continuing or surviving corporation or entity or transferee of such assets, as the case may be, will shall assume the obligations set forth in this Section 6.95.9. (e) The obligations under this Section 6.9 will (i) continue, notwithstanding any six year limitation referred to above, until the final disposition of any action, suit, proceeding or investigation brought or commenced during such six year period and (ii) 5.9 shall not be terminated or modified in such a manner as to adversely affect any indemnitee to whom this Section 6.9 5.9 applies without the consent of such affected indemnitee (it being expressly agreed that the indemnitees to whom this Section 6.9 5.9 applies will shall be third party beneficiaries of this Section 6.95.9).

Indemnification of Directors and Officers. (a) For a period of six (6) years from and after the Effective Time, Parent and the Surviving Corporation will indemnify 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, hold harmless and advance the costs, 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 applicable Law(i) indemnification, expense advancement and exculpation provisions in the Company Charter, the Company CertificateBylaws, the certificate of incorporation and bylaws, or equivalent organizational or governing documents, of any Company Bylaws Subsidiary, and (ii) any indemnification agreements agreements, if any, in existence on the date of this Agreement with any directors Covered Person and officers of made available to Parent (collectively, the Company “Existing Indemnification Agreements”), in each case, to the fullest extent permitted by applicable Law, arising out of acts or omissions in their capacity as directors or officers of the Company or any such Company Subsidiary occurring at or prior to the Effective Time. Parent and shall cause the Surviving Corporation will to advance expenses (including reasonable legal fees and expenses) incurred in the defense of any Proceedings Proceeding or investigation with respect to the matters subject to indemnification pursuant to this Section 6.9(a) 6.8 in accordance with the procedures (if any) set forth in the Company Charter, the Company Bylaws, the certificate of incorporation and bylaws, or equivalent organizational documents, of any Company Subsidiary, 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 agreements in existence under this Section 6.8 or otherwise. Notwithstanding anything herein to the contrary, if any Proceeding (whether arising before, at or after the Effective Time) is made against such persons with respect to matters subject to indemnification, expense advancement or exculpation hereunder on or prior to the date sixth (6th) anniversary of the Effective Time, the provisions of this AgreementSection 6.8 shall continue in effect until the final disposition of such Proceeding or investigation. (b) For a period of not less than six (6) years from and after the Effective Time, Parent will cause the certificate of incorporation and bylaws of the Surviving Corporation to and the equivalent governing documents of the Company Subsidiaries shall contain provisions no less favorable with respect to exculpation and exculpation, indemnification of directors and officers advancement of the Company expenses to Covered Persons for periods at or prior to the Effective Time than are currently set forth in the Company Certificate. Parent will cause Charter and the indemnification agreements in existence on Company Bylaws and the date of this Agreement with any of the directors, officers or employees equivalent governing documents of the Company to Subsidiaries, as applicable. Following the Effective Time, the Existing Indemnification Agreements shall be assumed by the Surviving Corporation, without any further action, and shall continue in full force and effect in accordance with their terms following the Effective Timeterms. (c) For not less than six (6) years from and after the Effective Time, the Surviving Corporation shall, and Parent will shall cause the Surviving Corporation to to, maintain for the benefit of the Company’s directors and officersofficers of the Company and the Company Subsidiaries, as of the date of this Agreement and as of the Effective Time, an insurance and indemnification policy that provides coverage for events occurring prior to the Effective Time (the “D&O Insurance”) that is substantially equivalent to and in any event providing coverage not less favorable in the aggregate than the Company’s existing policy (accurate policies of the Company and complete copies which have been previously the Company Subsidiaries; provided to Parent) or, if substantially equivalent insurance coverage is unavailable, the best available coverage; provided, however, that the Surviving Corporation will shall not be required to pay an annual premium for the D&O Insurance in excess of 250% three hundred percent (300%) of the last annual premium paid prior to the date of this Agreement, but in such case shall purchase as favorable of coverage as is available for such amount. The provisions of the immediately preceding sentence will shall be deemed to have been satisfied if prepaid policies have been obtained by the Company prior to the Effective Time, which policies Time and provide such directors and officers with coverage for an aggregate period of at least six (6) years with respect to claims arising from facts or events that occurred on or before the Effective Time, including, without limitation, including in respect connection with the adoption and approval of this Agreement and the transactions contemplated by this Agreement. If such prepaid policies have been obtained prior to the Effective Time, the Company and the Surviving Corporation, as applicable, shall, and Parent will shall cause the Surviving Corporation to to, maintain such policies in full force and effect, and continue to honor the obligations thereunder. If the Company elects to purchase such prepaid policies prior to the Effective Time, the Company (i) will not purchase policies with claims limits in excess of the Company’s current policies or expend in connection therewith an amount in excess of 250% of the last annual premium paid prior to the date of this Agreement, and (ii) will consult and reasonably coordinate with Parent in connection with such purchase. (d) In the event Parent or that the Surviving Corporation (i) consolidates with or merges into any other Person and will shall not be the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers all or substantially all of its properties and assets to any Person, then then, in each case, proper provision will shall be made so that such continuing or surviving corporation or entity or transferee of such assets, as the case may be, will shall assume the obligations set forth in this Section 6.96.8. (e) The obligations under this Section 6.9 will (i) continue6.8 are in addition to, notwithstanding and not in substitution for, any six year limitation referred other rights to aboveindemnification or contribution that any such individual may have under any certificate of incorporation or bylaws, until or by any Contract disclosed on Section 6.8 of the final disposition Company Disclosure Letter. The obligations of any action, suit, proceeding or investigation brought or commenced during such six year period Parent and (ii) the Surviving Corporation under this Section 6.8 shall not be terminated or modified in such a any manner as that is adverse to adversely affect any indemnitee to whom this Section 6.9 applies without the consent of such affected indemnitee Covered Persons (and their respective successors and assigns); it being expressly agreed that the indemnitees to whom this Section 6.9 applies will Covered Persons (including successors and assigns) shall be third party beneficiaries of this Section 6.9)6.8. In the event of any breach by the Surviving Corporation or Parent of this Section 6.8, the Surviving Corporation shall pay all reasonable and out-of-pocket expenses, including reasonable attorneys’ fees, that may be incurred by Covered Persons in enforcing the indemnity and other obligations provided in this Section 6.8 as such fees are incurred upon the written request of such Covered Person.

Indemnification of Directors and Officers. (a) For a period of six years from and after the Effective Time, Parent and the Surviving Corporation will indemnify and hold harmless all past and present directors and officers of the Company to the same extent such Persons are indemnified as of the date of this Agreement by the Company pursuant to applicable Law, the Company Certificate, the Company Bylaws and indemnification agreements in existence on the date of this Agreement with any directors and officers of the Company arising out of acts or omissions in their capacity as directors or officers of the Company or any Company Subsidiary occurring at or prior to the Effective Time. Parent and the Surviving 54 Corporation will advance expenses (including reasonable legal fees and expenses) incurred in the defense of any Proceedings with respect to the matters subject to indemnification pursuant to this Section 6.9(a) in accordance with the procedures set forth in the indemnification agreements in existence on the date of this Agreement. (b) For a period of six years from and after the Effective Time, Parent will cause the certificate of incorporation and bylaws of the Surviving Corporation to contain provisions no less favorable with respect to exculpation and indemnification of directors and officers of the Company for periods at or prior to the Effective Time than are currently set forth in the Company Certificate. Parent will cause the indemnification agreements in existence on the date of this Agreement with any of the directors, officers or employees of the Company to continue in full force and effect in accordance with their terms following the Effective Time. (c) For six years from and after the Effective Time, Parent will cause the Surviving Corporation to maintain for the benefit of the Company’s directors and officers, as of the date of this Agreement and as of the Effective Time, an insurance and indemnification policy that provides coverage for events occurring prior to the Effective Time (the “D&O Insurance”) that is substantially equivalent to and in any event not less favorable in the aggregate than the Company’s existing policy (accurate and complete copies which have been previously provided to Parent) or, if substantially equivalent insurance coverage is unavailable, the best available coverage; provided, however, that the Surviving Corporation will not be required to pay an annual premium for the D&O Insurance in excess of 250% of the last annual premium paid prior to the date of this Agreement. The provisions of the immediately preceding sentence will be deemed to have been satisfied if prepaid policies have been obtained prior to the Effective Time, which policies provide such directors and officers with coverage for an aggregate period of six years with respect to claims arising from facts or events that occurred on or before the Effective Time, including, without limitation, in respect of the transactions contemplated by this Agreement. If such prepaid policies have been obtained prior to the Effective Time, Parent will cause the Surviving Corporation to maintain such policies in full force and effect, and continue to honor the obligations thereunder. If the Company elects to purchase such prepaid policies prior to the Effective Time, the Company (i) will not purchase policies with claims limits in excess of the Company’s current policies or expend in connection therewith an amount in excess of 250% of the last annual premium paid prior to the date of this Agreement, and (ii) will consult and reasonably coordinate with Parent in connection with such purchase. (d) In the event Parent or the Surviving Corporation (i) consolidates with or merges into any other Person and will not be the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers all or substantially all of its properties and assets to any Person, then proper provision will be made so that such continuing or surviving corporation or entity or transferee of such assets, as the case may be, will assume the obligations set forth in this Section 6.9. (e) The obligations under this Section 6.9 will (i) continue, notwithstanding any six year limitation referred to above, until the final disposition of any action, suit, proceeding or investigation brought or commenced during such six year period and (ii) not be terminated or modified in such a manner as to adversely affect any indemnitee to whom this Section 6.9 applies without the consent of such affected indemnitee (it being expressly agreed that the indemnitees to whom this Section 6.9 applies will be third party beneficiaries of this Section 6.9).and

Indemnification of Directors and Officers. (a) For a period of Until six years from and after the Effective Time, Parent and the Surviving Corporation will indemnify and hold harmless all past and present directors and officers of the Company to the same extent such Persons are indemnified as of the date of this Agreement by the Company pursuant to applicable Law, the Company Certificate, the Company Bylaws and indemnification agreements in existence on the date of this Agreement with any directors and officers of the Company arising out of acts or omissions in their capacity as directors or officers of the Company or any Company Subsidiary occurring at or prior to the Effective Time. Parent and the Surviving Corporation will advance expenses (including reasonable legal fees and expenses) incurred in the defense of any Proceedings with respect to the matters subject to indemnification pursuant to this Section 6.9(a) in accordance with the procedures set forth in the indemnification agreements in existence on the date of this Agreement. (b) For a period of six years from and after the Effective Time, Parent will cause the certificate of incorporation and bylaws of the Surviving Corporation as in effect immediately after the Effective Time shall not be amended to contain provisions no less favorable with respect reduce or limit the rights of indemnity afforded to exculpation the present and indemnification of former directors and officers of the Company for periods at thereunder or prior as to the Effective Time than are currently set forth in the Company Certificate. Parent will cause the indemnification agreements in existence on the date of this Agreement with any of the directors, officers or employees ability of the Company to continue indemnify such persons or to hinder, delay or make more difficult the exercise of such rights of indemnity or the ability to indemnify. The Surviving Corporation will at all times exercise the powers granted to it by its certificate of incorporation, its bylaws and applicable law to indemnify to the fullest extent possible the present and former directors, officers, employees and agents of the Company against claims made against them arising from their service in full force and effect in accordance with their terms following such capacities prior to the Effective Time. (b) If any claim or claims shall, subsequent to the Effective Time and within six years thereafter, be made against any present or former director, officer, employee or agent of the Company based on or arising out of the services of such Person prior to the Effective AGREEMENT AND PLAN OF MERGER Time in the capacity of such Person as a director, officer, employee or agent of the Company, the provisions of subsection (a) of this Section respecting the certificate of incorporation and bylaws of the Surviving Corporation shall continue in effect until the final disposition of all such claims. (c) For six years from and The Acquiror hereby agrees after the Effective Time, Parent will cause Time to guarantee the payment of the Surviving Corporation Corporation's indemnification obligations described in Subsection 7.07(a) up to maintain for the benefit of the Company’s directors and officers, as of the date of this Agreement and an amount determined as of the Effective Time, an insurance and indemnification policy that provides coverage for events occurring prior Time equal to (i) the Effective Time (the “D&O Insurance”) that is substantially equivalent to and in fair market value of any event not less favorable in the aggregate than the Company’s existing policy (accurate and complete copies which have been previously provided to Parent) or, if substantially equivalent insurance coverage is unavailable, the best available coverage; provided, however, that assets of the Surviving Corporation will not be required or any of its Subsidiaries distributed to pay an annual premium for the D&O Insurance in excess Acquiror or any of 250% its Subsidiaries (other than the Surviving Corporation and its Subsidiaries), minus (ii) any liabilities of the last annual premium paid prior Surviving Corporation or any of its Subsidiaries assumed by the Acquiror or any of its Subsidiaries (other than the Surviving Corporation and its Subsidiaries), minus (iii) the fair market value of any assets of the Acquiror or any of its Subsidiaries (other than the Surviving Corporation and its Subsidiaries) contributed to the date Surviving Corporation or any of this Agreement. The provisions its Subsidiaries and (iv) plus any liabilities of the immediately preceding sentence will be deemed Acquiror or any of its Subsidiaries (other than the Surviving Corporation and its Subsidiaries) assumed by the Surviving Corporation or any of its Subsidiaries. If any other entity is merged with or into the Surviving Corporation or the Surviving Corporation acquires any other Material business or Material portion of the assets of another entity, the Acquiror shall assume all obligations to have been satisfied if prepaid policies have been obtained prior to indemnify the Effective Time, which policies provide such former directors and officers with coverage for an aggregate period of six years with respect to claims arising from facts or events that occurred on or before the Effective Time, including, without limitation, in respect of the transactions contemplated by this Agreement. If such prepaid policies have been obtained prior to the Effective Time, Parent will cause the Surviving Corporation to maintain such policies in full force and effect, and continue to honor the obligations thereunder. If the Company elects to purchase such prepaid policies prior to the Effective Time, the Company (i) will not purchase policies with claims limits in excess of the Company’s current policies or expend in connection therewith an amount in excess of 250% of the last annual premium paid prior to the date of this Agreement, and (ii) will consult and reasonably coordinate with Parent in connection with such purchasehereunder. (d) In Notwithstanding Subsection (a), (b) or (c) of this Section 7.07, the event Parent or Acquiror and the Surviving Corporation (i) consolidates with or merges into any other Person and will not shall be released from the continuing or surviving corporation or entity of obligations imposed by such consolidation or merger or (ii) transfers all or substantially all of its properties and assets to any Person, then proper provision will be made so that such continuing or surviving corporation or entity or transferee of such assets, as subsection if the case may be, will Acquiror shall assume the obligations set forth of the Surviving Corporation thereunder by operation of Law or otherwise. Notwithstanding anything to the contrary in this Section 6.97.07, neither the Acquiror nor the Surviving Corporation shall be liable for any settlement effected without its written consent, which shall not be unreasonably withheld. (e) The obligations under this Section 6.9 will (i) continue, notwithstanding any six year limitation referred to above, until the final disposition of any action, suit, proceeding or investigation brought or commenced during such six year period and (ii) not be terminated or modified in such a manner as to adversely affect any indemnitee to whom this Section 6.9 applies without the consent of such affected indemnitee (it being expressly agreed that the indemnitees to whom this Section 6.9 applies will be third party beneficiaries provisions of this Section 6.9)7.07 are intended to be for the benefit of, and shall be enforceable by, each Person entitled to indemnification hereunder and the heirs and representatives of such Person.

Indemnification of Directors and Officers. (a) For a period Parent and Purchaser agree that all rights of six years from indemnification, exculpation and limitation of liabilities existing in favor of the current or former directors, officers and employees of the Company (the “Indemnified Parties”) as provided in the Company Certificate of Incorporation and the Company Bylaws or under any indemnification, employment or other similar agreements between any Indemnified Party and the Company, in each case as in effect at the Effective Time with respect to matters occurring prior to the Effective Time, shall survive the Merger and continue in full force and effect in accordance with their respective terms. From and after the Effective Time, Parent and the Surviving Corporation will indemnify shall be jointly and hold harmless all past severally liable to pay and present directors and officers of the Company to the same extent perform in a timely manner such Persons are indemnified as of the date of this Agreement by the Company pursuant to applicable Law, the Company Certificate, the Company Bylaws and indemnification agreements in existence on the date of this Agreement with any directors and officers of the Company arising out of acts or omissions in their capacity as directors or officers of the Company or any Company Subsidiary occurring at or prior to the Effective Timeobligations. Parent and the Surviving Corporation will advance expenses (including reasonable legal fees and expenses) incurred in the defense of any Proceedings with respect to the matters subject to indemnification pursuant to this Section 6.9(a) in accordance with the procedures set forth in the indemnification agreements in existence on the date of this Agreement. (b) For a period of six (6) years from and after the Effective Time, Parent will shall cause the certificate of incorporation and bylaws of the Surviving Corporation to shall contain provisions no less favorable with respect to indemnification, exculpation and indemnification limitation of directors and officers liabilities of the Company for periods at or prior to the Effective Time Indemnified Parties and advancement of expenses than are currently set forth in the Company Certificate. Parent will cause the indemnification agreements in existence on as of the date of this Agreement with any of the directors, officers or employees of in the Company to continue in full force Certificate of Incorporation and effect in accordance with their terms following the Effective TimeCompany Bylaws. (cb) For a period of six (6) years from and after the Effective Time, Parent will shall, and shall cause the Surviving Corporation to, to maintain for the fullest extent permitted under applicable Laws, indemnify and hold harmless (and advance funds in respect of each of the foregoing), each present and former director or officer of the Company and each such Person who served at the request of the Company as a director, officer, trustee, partner, fiduciary, employee or agent of another corporation, partnership, joint venture, trust, pension or other employee benefit plan or enterprise, against all costs and expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages, liabilities and settlement amounts paid in connection with any claim, action, suit, proceeding or investigation (whether arising before or after the Effective Time), whether civil, administrative or investigative, arising out of or pertaining to any action or omission in their capacities as officers or directors or in serving at the request of the Company’s directors and officers, as of the date of this Agreement and as of the Effective Time, an insurance and indemnification policy that provides coverage for events in each case occurring prior to before the Effective Time (the “D&O Insurance”) that is substantially equivalent to and in any event not less favorable in the aggregate than the Company’s existing policy (accurate and complete copies which have been previously provided to Parent) or, if substantially equivalent insurance coverage is unavailable, the best available coverage; provided, however, that the Surviving Corporation will not be required to pay an annual premium for the D&O Insurance in excess of 250% of the last annual premium paid prior to the date of this Agreement. The provisions of the immediately preceding sentence will be deemed to have been satisfied if prepaid policies have been obtained prior to the Effective Time, which policies provide such directors and officers with coverage for an aggregate period of six years with respect to claims arising from facts or events that occurred on or before the Effective Time, including, without limitation, in respect of including the transactions contemplated by this Agreement. If such prepaid policies have been obtained prior to the Effective Time, Parent will cause the Surviving Corporation to maintain such policies in full force and effect, and continue to honor the obligations thereunder. If the Company elects to purchase such prepaid policies prior to the Effective Time, the Company (i) will not purchase policies with claims limits in excess of the Company’s current policies or expend in connection therewith an amount in excess of 250% of the last annual premium paid prior to the date of this Agreement, and (ii) will consult and reasonably coordinate with Parent in connection with such purchase). (dc) In the event that Parent or the Surviving Corporation or any of their respective successors or assigns (i) consolidates with or merges into any other Person and will is not be the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers or conveys all or substantially all of its properties and assets to any Person, then or if Parent or the Surviving Corporation dissolves, then, and in each such case, proper provision will shall be made so that such continuing the successors and assigns of Parent or surviving corporation or entity or transferee of such assets, as the case may be, will Surviving Corporation assume the obligations set forth in this Section 6.96.8. (ed) The obligations Parent shall cause the Surviving Corporation, as of the Effective Time, to obtain and fully pay (by wire transfer in immediately available funds) the premium (and any other associated costs) for a non-cancellable extension (or “tail”) of the directors’ and officers’ liability insurance coverage of the Company’s existing directors’ and officers’ insurance policies and the Company’s existing fiduciary liability insurance policies (collectively, “D&O Insurance”), in each case for a claims reporting or discovery period of at least six (6) years from and after the Effective Time (such period, the “Tail Period”) with respect to any claim related to any period of time at or prior to the Effective Time from an insurance carrier with a same or better credit rating than the Company’s current insurance carrier with respect to D&O Insurance with terms, conditions, retentions and limits of liability that are no less favorable than the coverage provided under this Section 6.9 will (i) continue, notwithstanding any six year limitation referred the Company’s existing policies and covering each Person currently covered by the Company’s existing policies. Parent shall and shall cause the Surviving Corporation to above, until the final disposition of any action, suit, proceeding or investigation brought or commenced during maintain such “tail” policies in full force and effect through such six (6) year period and (ii) not be terminated period. If Parent, the Company or modified in such a manner as the Surviving Corporation for any reason fails to adversely affect any indemnitee to whom this Section 6.9 applies without the consent of such affected indemnitee (it being expressly agreed that the indemnitees to whom this Section 6.9 applies will be third party beneficiaries of this Section 6.9).obtain such

Indemnification of Directors and Officers. (a) For a period of six years from and after the Effective Time, Parent and the Surviving Corporation will shall (and Parent shall cause the Surviving Corporation to) indemnify and hold harmless all past and present directors directors, officers and officers employees of the Company to the same extent such Persons are indemnified as of the date of this Agreement by the Company pursuant to applicable Law, the Company Certificate, the Company Bylaws Bylaws, and indemnification agreements agreements, if any, in existence on the date of this Agreement with any directors directors, officers and officers employees of the Company arising out of acts or omissions in their capacity as directors directors, officers or officers employees of the Company or any Company Subsidiary occurring at or prior to the Effective Time. The Surviving Corporation shall (and Parent and shall cause the Surviving Corporation will to) advance expenses (including reasonable legal fees and expenses) incurred in the defense of any Proceedings claims, action, suit, proceeding or investigation with respect to the matters subject to indemnification pursuant to this Section 6.9(a5.9(a) in accordance with the procedures set forth in the Company Certificate, the Company Bylaws and indemnification agreements agreements, if any, in existence on the date of this Agreement; provided, however, that the director, officer or employee of the Company to whom expenses are advanced undertakes, to the extent required by the DGCL, to repay such advanced expenses to the Surviving Corporation if it is ultimately determined that such director, officer or employee is not entitled to indemnification under applicable Law. (b) For a period of six years from and after the Effective Time, Parent will cause the certificate of incorporation and bylaws of the Surviving Corporation to Corporation, and the certificate of incorporation and bylaws, or equivalent organizational or governing documents of each Company Subsidiary, shall contain provisions no less favorable with respect to exculpation exculpation, indemnification and indemnification advancement of directors expenses of directors, officers and officers employees of the Company and the Company Subsidiaries for periods at or prior to the Effective Time than are currently set forth in the Company CertificateCertificate and the Company Bylaws and the certificate of incorporation and bylaws, or equivalent organizational or governing documents of each Company Subsidiary, as the case may be. Parent will cause the The indemnification agreements agreements, if any, in existence on the date of this Agreement with any of the directors, officers or employees of to which the Company to or a Company Subsidiary is a party shall continue in full force and effect in accordance with their terms following the Effective Time. (c) For six years from and after the Effective Time, the Surviving Corporation shall (and Parent will shall cause the Surviving Corporation to to) maintain for the benefit of the persons that are insured under the Company’s directors current directors’ and officers, ’ liability insurance policy in effect as of the date of this Agreement and as of the Effective TimeAgreement, an insurance and indemnification policy that provides coverage for events occurring prior to the Effective Time (the “D&O Insurance”) that is substantially equivalent to and in any event not less favorable in the aggregate than the Company’s existing policy (accurate true and complete copies which have been previously provided to Parent) or, if substantially equivalent insurance coverage is unavailable, the best available coverage; provided, however, that the Surviving Corporation will shall not be required to pay an annual premium for the D&O Insurance in excess of 250300% of the last annual premium paid prior to the date of this AgreementAgreement (it being understood and agreed that in the event such D&O Insurance cannot be obtained for 300% of such last annual premium or less, in the aggregate, the Surviving Corporation shall remain obligated to provide the greatest D&O Insurance coverage as may be obtained for such amount). The provisions of the immediately preceding sentence will shall be deemed to have been satisfied if prepaid policies have been obtained prior to the Effective Time, which policies provide such directors and officers persons with coverage for an aggregate period of six years with respect to claims arising from facts or events that occurred on or before the Effective Time, including, without limitation, including in respect of the transactions contemplated by this Agreement. If such prepaid policies have been obtained prior to the Effective Time, Parent will cause the Surviving Corporation to shall maintain such policies in full force and effect, and continue to honor the obligations thereunder. If thereunder or if such policies are terminated or cancelled, obtain alternative D&O Insurance on the Company elects to purchase such prepaid policies prior to the Effective Time, the Company (i) will not purchase policies with claims limits in excess of the Company’s current policies or expend in connection therewith an amount in excess of 250% of the last annual premium paid prior to the date of this Agreement, and (ii) will consult and reasonably coordinate with Parent in connection with such purchaseterms set forth above. (d) In the event Parent or the Surviving Corporation Corporation, any Company Subsidiary or any of their successors or assigns (i) consolidates with or merges into any other Person and will shall not be the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers all or substantially all of its properties and assets to any Person, then proper provision will shall be made so that such continuing or surviving corporation or entity or transferee of such assets, as the case may be, will shall assume the obligations set forth in this Section 6.95.9, without relieving Parent of its obligations under this Section 5.9. (e) The obligations under this Section 6.9 will (i) continue, notwithstanding any six year limitation referred to above, until the final disposition of any action, suit, proceeding or investigation brought or commenced during such six year period and (ii) 5.9 shall not be terminated or modified in such a manner as to adversely affect in any material respect any indemnitee to whom this Section 6.9 5.9 applies without the consent of such affected indemnitee (it being expressly agreed that the indemnitees to whom this Section 6.9 5.9 applies will shall be third party beneficiaries of this Section 6.95.9).

Indemnification of Directors and Officers. (a) For a period of six (6) years from and after the Effective Time, Parent and the Surviving Corporation will shall to the fullest extent permissible under applicable provisions of the DGCL indemnify and hold harmless all past and present directors directors, officers and officers employees of the Company entitled to indemnification (the “Covered Persons”) to the same extent such Persons are indemnified as of the date of this Agreement by the Company pursuant to applicable Law, the Company Certificate, the Company Bylaws Bylaws, and the indemnification agreements agreements, if any, in existence on the date of this Agreement with any directors and officers of (the Company arising out of “Indemnification Agreements”) for acts or omissions in their capacity as directors directors, officers or officers employees of the Company or any Company Subsidiary occurring at or prior to the Effective Time. Parent and Section 5.9(a) of the Company Disclosure Schedule sets forth all outstanding Indemnification Agreements. The Surviving Corporation will shall advance expenses (including reasonable legal fees and expenses) incurred in the defense of any Proceedings claims, action, suit, proceeding or investigation with respect to the matters subject to indemnification pursuant to this Section 6.9(a5.9(a) in accordance with the procedures set forth in the Company Certificate, the Company Bylaws, and the Indemnification Agreements; provided, however, that the director, officer or employee of the Company to whom expenses are advanced undertakes to repay such advanced expenses to the Surviving Corporation if it is ultimately determined that such director, officer or employee is not entitled to indemnification agreements in existence on the date of pursuant to this AgreementSection 5.9(a). (b) For a period of six (6) years from and after the Effective Time, Parent will cause the certificate of incorporation and bylaws of the Surviving Corporation to shall contain provisions no less favorable with respect to exculpation exculpation, indemnification and indemnification advancement of directors and officers of the Company Covered Persons for periods at or prior to the Effective Time than are currently set forth in the Company CertificateCertificate and the Company Bylaws. Parent will cause the indemnification agreements in existence on the date of this Agreement The Indemnification Agreements, if any, with any of the directors, officers or employees of the Company to Covered Persons shall continue in full force and effect in accordance with their terms following the Effective Time. (c) For six (6) years from and after the Effective Time, Parent will cause the Surviving Corporation to shall maintain for the benefit of the Company’s directors and officers, as of the date of this Agreement and as of the Effective Time, who are covered by the directors’ and officers’ liability insurance ýpolicy maintained by the Company, an insurance and indemnification policy that provides coverage for events occurring actions or omissions of such officers and directors prior to the Effective Time in their capacities as such (the “D&O Insurance”) that is substantially equivalent to and in any event not less favorable in the aggregate than the Company’s existing policy (accurate true and complete copies of which have been previously provided to Parent) (“Equivalent Coverage”) or, if substantially equivalent insurance coverage is unavailable, the best available coverage; provided, however, that that, in satisfying its obligation under this Section 5.9(c), the Surviving Corporation will shall not be required to pay an annual premium for the D&O Insurance in excess of 250300% (the “Maximum Amount”) of the last annual premium paid prior to the date of this Agreement. The provisions of Notwithstanding the immediately preceding sentence will be deemed to have been satisfied if foregoing, the Company may, after prior consultation with Parent, purchase six (6) year “tail” prepaid policies have been obtained prior to the Effective Time, Time which policies provide such directors and officers with coverage for an aggregate period of six years with respect to claims arising from facts or events Equivalent Coverage; provided, that occurred on or before the Effective Time, including, without limitation, amount paid by the Company shall not be in respect excess of the transactions contemplated Maximum Amount of the per annum premium rate paid by this Agreementthe Company as of the date hereof for such policies. If such prepaid policies have been obtained prior to the Effective Time, Parent will cause the provisions of this Section 5.9(c) shall be deemed to have been satisfied and the Surviving Corporation to shall maintain such policies in full force and effect, and continue to honor the obligations thereunder. If the Company elects to purchase such prepaid policies prior to the Effective Time, the Company (i) will not purchase policies with claims limits in excess of the Company’s current policies or expend in connection therewith an amount in excess of 250% of the last annual premium paid prior to the date of this Agreement, and (ii) will consult and reasonably coordinate with Parent in connection with such purchase. (d) In the event Parent or the Surviving Corporation (i) consolidates with or merges into any other Person and will shall not be the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers all or substantially all of its properties and assets to any Person, then proper provision will shall be made so that such continuing or surviving corporation or entity or transferee of such assets, as the case may be, will shall assume the obligations set forth in this Section 6.95.9. (e) The obligations under this Section 6.9 will (i) continue, notwithstanding any six year limitation referred to above, until the final disposition of any action, suit, proceeding or investigation brought or commenced during such six year period and (ii) 5.9 shall not be terminated or modified in such a manner as to adversely affect any indemnitee to whom this Section 6.9 5.9 applies without the consent of such affected indemnitee (it being expressly agreed that the indemnitees to whom this Section 6.9 5.9 applies will shall be third party beneficiaries of this Section 6.95.9).

Indemnification of Directors and Officers. (a) For a period of six years from and after the Effective Time, Parent and the Surviving Corporation will shall indemnify and hold harmless all past and present directors directors, officers and officers employees of the Company to the same extent such Persons are indemnified as of the date of this Agreement by the Company pursuant to applicable Law, the Company Certificate, the Company Bylaws and indemnification agreements agreements, if any, in existence on the date of this Agreement with any directors directors, officers and officers employees of the Company arising out of acts or omissions in their capacity as directors directors, officers or officers employees of the Company or any the Company Subsidiary occurring at or prior to the Effective Time. Parent and the Surviving Corporation will shall advance expenses (including reasonable legal fees and expenses) incurred in the defense of any Proceedings claims, action, suit, proceeding or investigation with respect to the matters subject to indemnification pursuant to this Section 6.9(a5.9(a) in accordance with the procedures set forth in the Company Certificate, the Company Bylaws and indemnification agreements agreements, if any, in existence on the date of this Agreement; provided, however, that the director, officer or employee of the Company to whom expenses are advanced undertakes to repay such advanced expenses to Parent and the Surviving Corporation within five Business Days if it is ultimately determined that such director, officer or employee is not entitled to indemnification pursuant to this Section 5.9(a). (b) For a period of six years from and after the Effective Time, Parent will cause the certificate of incorporation and bylaws of the Surviving Corporation to shall contain provisions no less favorable with respect to exculpation exculpation, indemnification and indemnification advancement of directors expenses of directors, officers and officers employees of the Company for periods at or prior to the Effective Time than are currently set forth in the Company CertificateCertificate and the Company Bylaws. Parent will cause the The indemnification agreements agreements, if any, in existence on the date of this Agreement with any of the directors, officers or employees of the Company to shall continue in full force and effect in accordance with their terms following the Effective Time. (c) For six years from and after the Effective Time, Parent will cause the Surviving Corporation to shall maintain for the benefit of the Company’s directors and officers, as of the date of this Agreement and as of the Effective Time, an insurance and indemnification policy that provides coverage for events occurring prior to the Effective Time (the “D&O Insurance”) that is substantially equivalent to and in any event not less favorable in the aggregate than the Company’s existing policy (accurate true and complete copies which have been previously provided to Parent) or, if substantially equivalent insurance coverage is unavailable, the best available coverage; provided, however, that the Surviving Corporation will shall not be required to pay an annual premium for the D&O Insurance in excess of 250150% of the last annual premium paid prior to the date of this Agreement, which premium the Company represents and warrants to be approximately $75,000. The provisions of the immediately preceding sentence will shall be deemed to have been satisfied if prepaid policies have been obtained prior to the Effective Time, which policies provide such directors and officers with coverage for an aggregate period of six (6) years with respect to claims arising from facts or events that occurred on or before the Effective Time, including, without limitation, in respect of the transactions contemplated by this Agreement. If such prepaid policies have been obtained prior to the Effective Time, Parent will cause the Surviving Corporation to shall maintain such policies in full force and effect, and continue to honor the obligations thereunder. If the Company elects to purchase such prepaid policies prior to the Effective Time, the Company (i) will not purchase policies with claims limits in excess of the Company’s current policies or expend in connection therewith an amount in excess of 250% of the last annual premium paid prior to the date of this Agreement, and (ii) will consult and reasonably coordinate with Parent in connection with such purchase. (d) In the event Parent or the Surviving Corporation (i) consolidates with or merges into any other Person and will shall not be the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers all or substantially all of its properties and assets to any Person, then proper provision will shall be made so that such continuing or surviving corporation or entity or transferee of such assets, as the case may be, will shall assume the obligations set forth in this Section 6.95.9. (e) The obligations under this Section 6.9 will (i) continue, notwithstanding any six year limitation referred to above, until the final disposition of any action, suit, proceeding or investigation brought or commenced during such six year period and (ii) 5.9 shall not be terminated or modified in such a manner as to adversely affect in any material respect any indemnitee to whom this Section 6.9 5.9 applies without the consent of such affected indemnitee (it being expressly agreed that the indemnitees to whom this Section 6.9 5.9 applies will shall be third party beneficiaries of this Section 6.95.9).

Indemnification of Directors and Officers. Directors & ------------------------------------------------------ Officers Insurance. ------------------ (a) For a period of six years from and after the Effective Time, Parent and the Surviving Corporation will indemnify and hold harmless all past and present directors and officers of the Company to the same extent such Persons are indemnified as of the date of this Agreement by the Company pursuant to applicable Law, the Company Certificate, the Company Bylaws and indemnification agreements in existence on the date of this Agreement with any directors and officers of the Company arising out of acts or omissions in their capacity as directors or officers of the Company or any Company Subsidiary occurring at or prior to the Effective Time. Parent and the Surviving Corporation will advance expenses (including reasonable legal fees and expenses) incurred in the defense of any Proceedings with respect to the matters subject to indemnification pursuant to this Section 6.9(a) in accordance with the procedures set forth in the indemnification agreements in existence on the date of this Agreement. (b) For a period of six years from and after the Effective Time, Parent will cause the certificate of incorporation and bylaws of the Surviving Corporation to contain provisions no less favorable with respect to exculpation and indemnification of directors and officers of the Company for periods at or prior to the Effective Time than are currently set forth in the Company Certificate. Parent will cause the indemnification agreements in existence on the date of this Agreement with any of the directors, officers or employees of the Company to continue in full force and effect in accordance with their terms following the Effective Time. (c) For six years from From and after the Effective Time, Parent will cause the Surviving Corporation to maintain for fulfill and honor in all respects the benefit obligations of the Company’s Company pursuant to any indemnification agreements between Company and its directors and officers, officers as of the date of this Agreement and as of the Effective Time, an insurance and indemnification policy that provides coverage for events occurring prior to the Effective Time (the “D&O Insurance”) that is substantially equivalent to and in any event not less favorable in the aggregate than the Company’s existing policy (accurate and complete copies which have been previously provided to Parent) or, if substantially equivalent insurance coverage is unavailable, the best available coverage; provided, however, that the Surviving Corporation will not be required to pay an annual premium for the D&O Insurance in excess of 250% of the last annual premium paid or prior to the date hereof (or indemnification agreements in Company's customary form for directors joining Company's Board of this Agreement. The provisions of the immediately preceding sentence will be deemed to have been satisfied if prepaid policies have been obtained Directors prior to the Effective Time, which policies provide such directors ) and officers with coverage for an aggregate period any indemnification provisions under Company's articles of six years with respect to claims arising from facts incorporation or events that occurred on or before the Effective Time, including, without limitation, bylaws as in respect of the transactions contemplated by this Agreement. If such prepaid policies have been obtained effect immediately prior to the Effective Time, . Parent will cause not permit the Surviving Corporation to maintain such policies in full force and effect, and continue to honor merge or consolidate with any other entity unless the Surviving Corporation ensures that the surviving or resulting entity assumes the obligations thereunder. If the Company elects to purchase such prepaid policies prior to imposed by this Section 5.6. (b) For six years after the Effective Time, Parent shall maintain in effect the Company (i) will not purchase current level and scope of Company's directors and officers' liability insurance covering those directors and officers who are currently covered by the Company's insurance policies, and to the extent such directors and officers are expressly "Named Insured" under Company's current insurance policies with claims limits rights of enforcement against the insurance carriers, such officers and directors shall expressly be "Named Insureds" under such insurance of Parent with rights of enforcement against the insurance companies. (c) Parent and Company jointly and severally agree to pay all expenses, including attorney's fees, that may be incurred by any current or former director or officer of Company in excess enforcing the obligations of the Company’s current policies Parent or expend Company provided for in connection therewith an amount in excess of 250% of the last annual premium paid prior to the date of this Agreement, and (ii) will consult and reasonably coordinate with Parent in connection with such purchaseSection 5.6. (d) In This Section 5.6 shall survive the event consummation of the Merger and is intended to benefit and may be enforced by any current or former director of officer of Company, and shall be binding on all successors and assigns of Parent or the Surviving Corporation (i) consolidates with or merges into any other Person and will not be the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers all or substantially all of its properties and assets to any Person, then proper provision will be made so that such continuing or surviving corporation or entity or transferee of such assets, as the case may be, will assume the obligations set forth in this Section 6.9Company. (e) The obligations under this Section 6.9 will (i) continue, notwithstanding any six year limitation referred to above, until the final disposition of any action, suit, proceeding or investigation brought or commenced during such six year period and (ii) not be terminated or modified in such a manner as to adversely affect any indemnitee to whom this Section 6.9 applies without the consent of such affected indemnitee (it being expressly agreed that the indemnitees to whom this Section 6.9 applies will be third party beneficiaries of this Section 6.9).

Indemnification of Directors and Officers. (a) For a period of six years from and after the Effective Time, Parent and the Surviving Corporation will shall (and Parent shall cause the Surviving Corporation to) indemnify and hold harmless all past and present directors directors, officers and officers employees of the Company to the same extent such Persons are indemnified as of the date of this Agreement by the Company pursuant to applicable Law, the Company Certificate, the Company Bylaws Bylaws, and indemnification agreements in existence on the date of this Agreement with any directors and officers listed in Section 5.08(a) of the Company Disclosure Schedule (accurate and complete copies of which have been provided to Parent), arising out of acts or omissions in their capacity as directors directors, officers or officers employees of the Company or any Company Subsidiary occurring at or prior to the Effective Time. The Surviving Corporation shall (and Parent and shall cause the Surviving Corporation will to) advance expenses (including reasonable legal fees and expenses) incurred in the defense of any Proceedings Actions with respect to the matters subject to indemnification pursuant to this Section 6.9(a5.08(a) in accordance with the procedures set forth in the Company Certificate, the Company Bylaws and indemnification agreements agreements, if any, in existence on the date of this Agreement; provided, however, that the director, officer or employee of the Company to whom expenses are advanced undertakes, to the extent required by the DGCL, to repay such advanced expenses to the Surviving Corporation if it is ultimately determined that such director, officer or employee is not entitled to indemnification under applicable Law. (b) For a period of six years from and after the Effective Time, Parent will cause the certificate of incorporation and bylaws of the Surviving Corporation to contain provisions no less favorable with respect to exculpation and The indemnification of directors and officers agreements listed in Section 5.08(a) of the Company for periods at or prior to the Effective Time than are currently set forth in the Company Certificate. Parent will cause the indemnification agreements in existence on the date of this Agreement with any of the directors, officers or employees of the Company to Disclosure Schedule shall continue in full force and effect in accordance with their terms following the Effective Time. (c) For six years from and after Prior to the Effective Time, Parent will cause the Surviving Corporation to maintain for Company shall purchase a “tail” officers’ and directors’ liability insurance policy, which by its terms shall survive the benefit of the Company’s directors Merger and officers, as of the date of this Agreement and as of the Effective Time, an insurance and indemnification policy that provides shall provide each Indemnified Party with coverage for events occurring prior to not less than six years following the Effective Time on terms and conditions no less favorable than the terms of the directors’ and officers’ liability insurance policy currently maintained by the Company (a correct and complete copy of which has been delivered to Parent) (the “D&O Insurance”) that is substantially equivalent in respect of actions or omissions of such officers and directors prior to and the Effective Time in any event not less favorable in the aggregate than the Company’s existing policy (accurate and complete copies which have been previously provided to Parent) or, if substantially equivalent insurance coverage is unavailable, the best available coveragetheir capacities as such; provided, however, that in no event shall Parent or the Surviving Corporation will not be required to pay an annual premium for the D&O Insurance in excess of 250expend more than 300% of the last current annual premium paid prior by the Company for such policy (the “Maximum Amount”); provided, further, however, that if the amount of the premium necessary to procure such insurance coverage exceeds the Maximum Amount, Parent shall spend up to the date of this Agreement. The provisions of the immediately preceding sentence will be deemed to have been satisfied if prepaid policies have been obtained prior to the Effective Time, which policies provide such directors and officers with coverage for an aggregate period of six years with respect to claims arising from facts or events that occurred on or before the Effective Time, including, without limitation, in respect of the transactions contemplated by this Agreement. If such prepaid policies have been obtained prior to the Effective Time, Parent will cause the Surviving Corporation to maintain such policies in full force and effect, and continue to honor the obligations thereunder. If the Company elects Maximum Amount to purchase such prepaid policies prior to the Effective Time, the Company (i) will not purchase policies with claims limits in excess of the Company’s current policies or expend in connection therewith an amount in excess of 250% of the last annual premium paid prior to the date of this Agreement, and (ii) will consult and reasonably coordinate with Parent in connection lesser coverage as may be obtained with such purchaseMaximum Amount. The Indemnified Parties may be required to make reasonable application and provide reasonable and customary representations and warranties to applicable insurance carriers for the purpose of obtaining such insurance. Parent shall upon request furnish a copy of such insurance policy to each beneficiary of such policy. (d) In the event Parent or the Surviving Corporation Corporation, any Company Subsidiary or any of their successors or assigns (i) consolidates with or merges into any other Person and will shall not be the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers all or substantially all of its properties and assets to any Person, then proper provision will shall be made so that such continuing or surviving corporation or entity or transferee of such assets, as the case may be, will shall assume the obligations set forth in this Section 6.95.08, without relieving Parent of its obligations under this Section 5.08. (e) The obligations under this Section 6.9 will (i) continue, notwithstanding any six year limitation referred to above, until the final disposition of any action, suit, proceeding or investigation brought or commenced during such six year period and (ii) 5.08 shall not be terminated or modified in such a manner as to adversely affect in any material respect any indemnitee to whom this Section 6.9 5.08 applies without the consent of such affected indemnitee (it being expressly agreed that the indemnitees to whom this Section 6.9 5.08 applies will shall be third party beneficiaries of this Section 6.95.08).

Indemnification of Directors and Officers. (a) Parent and Merger Sub agree that all rights to exculpation, indemnification and advancement of expenses existing in favor of the current or former directors and officers of the Company and the Company Subsidiaries and each Person who served as a director, officer, member, trustee or fiduciary of another corporation, partnership, joint venture, trust, pension or other employee benefit plan or enterprise at the request of the Company (the “Indemnified Parties”) as provided in their respective charters or bylaws or other organizational documents or under any indemnification, employment or other similar agreements between any Indemnified Party and the Company or any Company Subsidiary, in each case as in effect on the date of this Agreement, 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 (6) years from and after the Effective Time, Parent and the Surviving Corporation will indemnify and hold harmless all past and present directors and officers of the Company to the same extent such Persons are indemnified as of the date of this Agreement by the Company pursuant to applicable Law, the Company Certificate, the Company Bylaws and indemnification agreements in existence on the date of this Agreement with any directors and officers of the Company arising out of acts or omissions in their capacity as directors or officers of the Company or any Company Subsidiary occurring at or prior to the Effective Time. Parent and the Surviving Corporation will advance expenses (including reasonable legal fees and expenses) incurred in the defense of any Proceedings with respect to the matters subject to indemnification pursuant to this Section 6.9(a) in accordance with the procedures set forth in the indemnification agreements in existence on the date of this Agreement. (b) For a period of six years from and after the Effective Time, Parent will shall cause the certificate of incorporation charter, bylaws and bylaws other organizational documents of the Surviving Corporation and the Company Subsidiaries to contain provisions no less favorable with respect to exculpation and indemnification of directors and officers advancement of the Company for periods at or prior expenses to the Effective Time Indemnified Parties than are currently set forth in the Company Certificate. Parent will cause the indemnification agreements in existence on the date of this Agreement with any of the directors, officers or employees of the Company to continue in full force and effect in accordance with their terms following the Effective Time. (c) For six years from and after the Effective Time, Parent will cause the Surviving Corporation to maintain for the benefit of the Company’s directors and officers, as of the date of this Agreement in the charter, bylaws and other organizational documents of the Company and the Company Subsidiaries to the extent permitted by applicable Law. (b) The Surviving Corporation shall, and Parent shall cause the Surviving Corporation (including by providing funding to the extent the Surviving Corporation does not have sufficient funds), to the fullest extent permitted under applicable Law, to indemnify and hold harmless (and advance funds in respect of each of the foregoing) each Indemnified Party against any costs or expenses (including advancing attorneys’ fees and expenses in advance of the final disposition of any Action to each Indemnified Party to the fullest extent permitted by Law), judgments, fines, losses, claims, damages, liabilities and amounts paid in settlement in connection with any actual or threatened Action by reason of the fact that such Person was a director or officer of the Company or any Company Subsidiary or anything done or not done by such Person in such capacity, whether before or after the Effective Time (including acts or omissions in connection with such Persons serving as an officer, director or other fiduciary in any entity if such service was at the request of the Company). In the event of any such Action, Parent and the Surviving Corporation shall control the defense of any such Action, and the Indemnified Party shall cooperate with (but not control) Parent and the Surviving Corporation in such defense. Neither Parent nor the Surviving Corporation shall settle any such Action without the prior written consent of the Indemnified Party unless the Surviving Corporation assumes full responsibility for such settlement, the settlement grants the Indemnified Party a complete release in respect of the potential liability relating to the claims underlying such Action and such settlement does not contain any admission detrimental to the Indemnified Party. The Indemnified Party shall not settle any such Action without the prior written consent of Parent or the Surviving Corporation unless such settlement does not provide for monetary damages, the terms of such settlement are not in any way detrimental to Parent or the Surviving Corporation and such settlement does not contain any admission detrimental to Parent or the Surviving Corporation. In the event of any payment under this Section 6.11(b), the Surviving Corporation shall be subrogated to the extent of such payment to all rights of recovery of the Indemnified Party with respect to any insurance covering any such liability (including the insurance set forth in Section 6.11(c)). (c) From the Effective Time through the sixth (6th) anniversary of the Effective TimeTime (such period, an the “Tail Period”), Parent shall, or shall cause the Surviving Corporation to, maintain in effect the Company’s current directors’ and officers’ liability insurance covering each officer and indemnification director currently covered by the Company’s directors’ and officers’ liability insurance policy that provides coverage for events acts or omissions occurring prior to the Effective Time (the “D&O Insurance”) that is substantially equivalent with respect to any matter claimed against such person by reason of him or her serving in such capacity on terms with respect to such coverage and in any event not amounts no less favorable in the aggregate than the Company’s existing those of such policy (accurate and complete copies which have been previously provided to Parent) or, if substantially equivalent insurance coverage is unavailable, the best available coverage; provided, however, that the Surviving Corporation will not be required to pay an annual premium for the D&O Insurance in excess of 250% of the last annual premium paid prior to effect on the date of this Agreement. The provisions ; provided, that in no event shall the aggregate costs of such insurance policies exceed in any one year during the Tail Period 250% of the immediately preceding sentence will current aggregate annual premiums paid by the Company for such purpose (which aggregate annual premiums with respect to such period are hereby represented and warranted by the Company to be deemed in the amount set forth in Section 6.11(c) of the Company Disclosure Schedule), it being understood that Parent or the Surviving Corporation shall nevertheless be obligated to have been satisfied if provide such coverage, with respect to each year during the Tail Period, as may be obtained for such 250% annual amount; provided, further, that Parent or the Surviving Corporation may (i) substitute therefor policies of any reputable insurance company or (ii) satisfy its obligation under this Section 6.11(c) by causing the Company to obtain prepaid policies have been obtained prior (or “tail”) directors’ and officers’ liability insurance policy, in each case, the material terms of which, including coverage and amount, are no less favorable in the aggregate to the Effective Time, which policies provide such directors and officers with than the insurance coverage for an aggregate period of six years with respect to claims arising from facts or events that occurred on or before the Effective Time, including, without limitation, in respect of the transactions contemplated by otherwise required under this Agreement. If such prepaid policies have been obtained prior to the Effective Time, Parent will cause the Surviving Corporation to maintain such policies in full force and effect, and continue to honor the obligations thereunder. If the Company elects to purchase such prepaid policies prior to the Effective Time, the Company (i) will not purchase policies with claims limits in excess of the Company’s current policies or expend in connection therewith an amount in excess of 250% of the last annual premium paid prior to the date of this Agreement, and (ii) will consult and reasonably coordinate with Parent in connection with such purchaseSection 6.11(c). (d) Parent shall pay all reasonable expenses, including reasonable attorneys’ fees, that may be incurred by any Indemnified Party in successfully enforcing the indemnity and other obligations provided in this Section 6.11. (e) The provisions of this Section 6.11 shall survive the consummation of the Merger and are intended to be for the benefit of, and shall be enforceable by, each of the Indemnified Parties, their respective heirs and representatives. (f) In the event Parent or Parent, the Surviving Corporation or any of their respective successors or assigns (i) consolidates with or merges into any other Person and will shall not be the continuing or surviving corporation or entity of in such consolidation or merger or (ii) transfers all or substantially all of its properties and assets to any Person, then then, and in either such case, proper provision will shall be made so that such continuing the successors and assigns of Parent or surviving corporation or entity or transferee of such assetsthe Surviving Corporation, as the case may be, will shall assume the obligations of such Person set forth in this Section 6.96.11. (e) The obligations under this Section 6.9 will (i) continue, notwithstanding any six year limitation referred to above, until the final disposition of any action, suit, proceeding or investigation brought or commenced during such six year period and (ii) not be terminated or modified in such a manner as to adversely affect any indemnitee to whom this Section 6.9 applies without the consent of such affected indemnitee (it being expressly agreed that the indemnitees to whom this Section 6.9 applies will be third party beneficiaries of this Section 6.9).

Indemnification of Directors and Officers. (a) For a period of six years from and after After the Effective Time, Parent and the Surviving Corporation will indemnify shall, on the same terms and hold harmless all past and present directors and officers of conditions provided for in the Company to Certificate of Incorporation and the same extent such Persons are indemnified Company By-laws, in each case as of the date of this Agreement by Agreement, to the Company pursuant to extent consistent with applicable Law, the Company Certificate, the Company Bylaws indemnify and indemnification agreements in existence on the date hold harmless and provide advancement of this Agreement with any directors expenses to each present and officers former director or officer of the Company and of each Subsidiary of the Company (collectively, the “Indemnified Parties”) against all costs and expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages, liabilities and settlement amounts incurred or paid in connection with any claim, action, suit, proceeding or investigation (whether arising before or after the Effective Time), whether civil, administrative or investigative, arising out of acts or omissions pertaining to any action or omission in their capacity as directors an officer or officers of the Company or any Company Subsidiary director, in each case occurring at or prior to before the Effective TimeTime (including the transactions contemplated by this Agreement). Parent and the Surviving Corporation will advance expenses (including reasonable legal fees shall include and expenses) incurred cause to be maintained in effect in the defense certificate of incorporation and by-laws of the Surviving Corporation (or any Proceedings with respect successor to the matters subject Surviving Corporation) for a period of six years after the Effective Time, provisions regarding elimination of liability of directors, indemnification of officers, directors, employees and agents and advancement of expenses that are no less advantageous to indemnification pursuant to this Section 6.9(a) the intended beneficiaries than the corresponding provisions of the Company Certificate of Incorporation and the Company By-laws, in accordance with the procedures set forth each case in the indemnification agreements in existence on effect as of the date of this Agreement. (b) For a period of six (6) years from and after the Effective Time, Parent will cause the certificate of incorporation and bylaws of the Surviving Corporation to contain provisions no less favorable with respect to exculpation and indemnification of directors and officers of the Company for periods at or prior to the Effective Time than are currently set forth in the Company Certificate. Parent will cause the indemnification agreements in existence on the date of this Agreement with any of the directors, officers or employees of the Company to continue in full force and effect in accordance with their terms following the Effective Time. (c) For six years from and after the Effective Time, Parent will cause the Surviving Corporation to maintain shall procure for the benefit of Indemnified Parties liability insurance protection with one or more reputable third-party insurers substantially equivalent in kind and scope and coverage amounts and terms as that provided by the Company’s directors current directors’ and officers, as ’ liability insurance policies (copies of the date of this Agreement and as of the Effective Time, an insurance and indemnification policy that provides coverage for events occurring prior to the Effective Time (the “D&O Insurance”) that is substantially equivalent to and in any event not less favorable in the aggregate than the Company’s existing policy (accurate and complete copies which have been previously provided made available to Parent) or, if substantially equivalent insurance coverage is unavailable, the best available coverage); provided, however, that in no event shall Parent and the Surviving Corporation will not be required to pay an annual premium for the D&O Insurance in excess of 250% of the last annual premium paid prior to the date of this Agreement. The provisions of the immediately preceding sentence will be deemed to have been satisfied if prepaid policies have been obtained prior to the Effective Time, which policies provide such directors and officers with coverage for an aggregate period of six years with respect to claims arising from facts or events that occurred on or before the Effective Time, including, without limitation, in respect of the transactions contemplated by this Agreement. If such prepaid policies have been obtained prior to the Effective Time, Parent will cause the Surviving Corporation to maintain such policies in full force and effect, and continue to honor the obligations thereunder. If the Company elects to purchase such prepaid policies prior to the Effective Time, the Company (i) will not purchase policies with claims limits in excess of the Company’s current policies or expend in connection therewith any one year an amount in excess of 250200% of the last annual premium premiums currently paid prior by the Company and its Subsidiaries for such insurance; provided, further, that if during such period the annual premiums for such comparable insurance coverage exceed such amount, Parent and the Surviving Corporation shall be obligated to provide a policy which, in the date reasonable judgment of this Agreementthe Surviving Corporation, and (ii) will consult and reasonably coordinate with Parent in connection with provides the best coverage available for a cost not exceeding such purchaseamount. (dc) In To the event Parent or the Surviving Corporation (i) consolidates with or merges into extent there is any other Person and will not be the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers all or substantially all of its properties and assets to any Personclaim, then proper provision will be made so that such continuing or surviving corporation or entity or transferee of such assets, as the case may be, will assume the obligations set forth in this Section 6.9. (e) The obligations under this Section 6.9 will (i) continue, notwithstanding any six year limitation referred to above, until the final disposition of any action, suit, proceeding or investigation brought (whether arising before or commenced during after the Effective Time) against an Indemnified Party that arises out of or pertains to any action or omission in his or her capacity as director or officer of the Company occurring prior to the Effective Time, in each case for which such Indemnified Party is indemnified under Section 5.6(a), such Indemnified Party shall be entitled to be represented by counsel, which counsel shall be counsel of the Indemnified Party reasonably acceptable to Parent, and following the Effective Time the Surviving Corporation and Parent shall pay the reasonable fees and expenses of such counsel, promptly after statements therefor are received and the Surviving Corporation and Parent will cooperate in the defense of any such matter; provided, however, that neither the Surviving Corporation nor Parent shall be liable for any settlement effected without its written consent (which consent shall not be unreasonably withheld); and provided, further, that, in the event that any claim or claims for indemnification are asserted or made within six year period (6) years of the Effective Time, all rights to indemnification in respect to any such claim or claims shall continue until the disposition of any and all such claims. The Indemnified Parties as a group may retain only one law firm (iiin addition to local counsel) to represent them with respect to any single action unless there is, under applicable standards of professional conduct, a conflict on any significant issue between the position of any two or more Indemnified Parties. (d) The obligations of Parent and the Surviving Corporation under this Section 5.6 shall not be terminated or modified in such a manner as to adversely affect any indemnitee Person to whom this Section 6.9 5.6 applies without the consent of such affected indemnitee Person (it being expressly agreed that the indemnitees Persons to whom this Section 6.9 5.6 applies will shall be third third-party beneficiaries of this Section 6.95.6).