Common use of Indemnification of Directors and Officers Clause in Contracts

Indemnification of Directors and Officers. For not less than six years from and after the Closing, the Purchaser shall (i) cause the Company and the Subsidiaries to indemnify and hold harmless all past and present directors, officers, employees and agents of the Company or any Subsidiary (“Covered Persons”) to the same extent as such persons are indemnified as of the date of this Agreement by the Company or any Subsidiary pursuant to the charter or bylaws of the Company or any Subsidiary or pursuant to any indemnification agreement with any Covered Persons in existence on the date hereof for acts or omissions occurring at or prior to the Closing, (ii) not permit the Company or any Subsidiary to amend its charter or bylaws to make less favorable to the Covered Persons any provision with respect to indemnification, advancement of expenses and exculpation and (iii) provide to the directors and officers of the Company and each Subsidiary as of the date hereof an insurance and indemnification policy that provides coverage for events occurring on or before the Closing Date (“D&O Insurance”) that is no less favorable than the Company’s existing policy or, if substantially equivalent insurance coverage is unavailable, the best available coverage that can be obtained for an annual premium of not more than 150% of the last annual premium paid prior to the date of this Agreement, but in such case shall purchase as much coverage as reasonably practicable for such amount. The provisions of clause (iii) of the immediately preceding sentence shall be deemed to have been satisfied if prepaid policies have been obtained as of the Closing Date which 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 Closing Date. Each Covered Person shall be entitled to advancement of expenses incurred in the defense of any claim, action, suit, proceeding or investigation with respect to any matters subject to indemnification, provided that any person to whom expenses are advanced undertakes, to the extent required by applicable Law, to repay such advanced expenses if it is ultimately determined that such person is not entitled to indemnification. The obligations under this Section 6.04 may not be terminated or modified in such a manner as to affect adversely any Covered Person without the consent of such Covered Person.

Indemnification of Directors and Officers. For not less than six years from and after the Closing, the Purchaser (a) Finisar shall (i) cause the Company and the Subsidiaries Surviving Corporation to indemnify indemnify, defend and hold harmless all past and present directorseach person who is now, officers, employees and agents of the Company or has been at any Subsidiary (“Covered Persons”) to the same extent as such persons are indemnified as of the date of this Agreement by the Company or any Subsidiary pursuant to the charter or bylaws of the Company or any Subsidiary or pursuant to any indemnification agreement with any Covered Persons in existence on the date hereof for acts or omissions occurring at or prior to the Closing, (ii) not permit the Company or any Subsidiary to amend its charter or bylaws to make less favorable to the Covered Persons any provision with respect to indemnification, advancement of expenses and exculpation and (iii) provide to the directors and officers of the Company and each Subsidiary as of the date hereof an insurance and indemnification policy that provides coverage for events occurring on or before the Closing Date (“D&O Insurance”) that is no less favorable than the Company’s existing policy or, if substantially equivalent insurance coverage is unavailable, the best available coverage that can be obtained for an annual premium of not more than 150% of the last annual premium paid time prior to the date of this AgreementAgreement or who becomes prior to the Effective Time, but an officer, director or employee of Optium or any of its Subsidiaries (the "Indemnified Parties") against all losses, claims, damages, costs, expenses, liabilities or judgments or amounts that are paid in such case settlement with the approval of the indemnifying party (which approval shall purchase as much coverage as reasonably practicable for such amount. The provisions of clause (iiinot be unreasonably withheld) of the immediately preceding sentence shall be deemed to have been satisfied if prepaid policies have been obtained as of the Closing Date which provide such directors and officers or in connection 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 Closing Date. Each Covered Person shall be entitled to advancement of expenses incurred in the defense of any claim, action, suit, proceeding or investigation with respect to any matters subject to indemnification(each, provided that any person to whom expenses are advanced undertakes, to a "Proceeding") based in whole or in part on or arising in whole or in part out of the extent required by applicable Law, to repay such advanced expenses if it is ultimately determined fact that such person is not entitled or was a director, officer or employee of Optium or any of its Subsidiaries, whether pertaining to indemnificationany matter existing or occurring at or prior to the Effective Time and whether asserted or claimed prior to, or at or after, the Effective Time ("Indemnified Liabilities") including, without limitation, all losses, claims, damages, costs, expenses, liabilities or judgments based in whole or in part on, or arising in whole or in part out of, or pertaining to this Agreement or the transactions contemplated hereby. The obligations Any Indemnified Party wishing to claim indemnification under this Section 6.04 6.15, upon learning of any such claim, action, suit, proceeding or investigation, shall promptly notify Finisar or the Surviving Corporation (but the failure so to notify an indemnifying party shall not relieve it from any liability which it may not be terminated or modified have under this Section 6.15 except to the extent such failure prejudices such party), and, in such a manner as connection with any request for an advancement of expenses, shall deliver to affect adversely any Covered Person without Finisar and the consent Surviving Corporation an undertaking of the type contemplated by Section 145(e) of the DGCL. An Indemnified Party will cooperate reasonably with the Surviving Corporation, at the Surviving Corporation's expense, in the defense of such Covered Personmatter, and the Surviving Corporation shall have the right to control the defense of such matter and shall retain only one set of legal counsel selected by the Surviving Corporation and reasonably satisfactory to the Indemnified Party (plus one local counsel, if necessary) to represent all Indemnified Parties with respect to each such matter unless there is, under applicable standards of professional conduct, a conflict on any significant issue between the positions of any two or more Indemnified Parties, in which case such additional counsel as may be required (as shall be reasonably determined by the Indemnified Parties and the Surviving Corporation) may be retained by the Indemnified Parties.

Indemnification of Directors and Officers. For not less than six years from and after (a) After the ClosingEffective Time, the Purchaser Surviving Corporation shall (i) cause the Company and the Subsidiaries to indemnify and hold harmless all past (and present directorsshall also advance expenses as incurred to the fullest extent permitted under applicable Law to), officers, employees and agents each person who is now or has been prior to the date hereof or who becomes prior to the Effective Time an officer or director of the Company or any Subsidiary (the “Covered Indemnified Persons”) to the same extent as such persons are indemnified as against (i) all losses, claims, damages, costs, expenses (including counsel fees and expenses), settlement, payments or liabilities arising out of the date of this Agreement by the Company or any Subsidiary pursuant to the charter or bylaws of the Company or any Subsidiary or pursuant to any indemnification agreement in connection with any Covered Persons in existence on the date hereof for acts or omissions occurring at or prior to the Closingclaim, (ii) not permit the Company or any Subsidiary to amend its charter or bylaws to make less favorable to the Covered Persons any provision with respect to indemnification, advancement of expenses and exculpation and (iii) provide to the directors and officers of the Company and each Subsidiary as of the date hereof an insurance and indemnification policy that provides coverage for events occurring on or before the Closing Date (“D&O Insurance”) that is no less favorable than the Company’s existing policy or, if substantially equivalent insurance coverage is unavailable, the best available coverage that can be obtained for an annual premium of not more than 150% of the last annual premium paid prior to the date of this Agreement, but in such case shall purchase as much coverage as reasonably practicable for such amount. The provisions of clause (iii) of the immediately preceding sentence shall be deemed to have been satisfied if prepaid policies have been obtained as of the Closing Date which 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 Closing Date. Each Covered Person shall be entitled to advancement of expenses incurred in the defense of any claimdemand, action, suit, proceeding or investigation with respect to any matters subject to indemnification, provided that any person to whom expenses are advanced undertakes, to based in whole or in part on or arising in whole or in part out of the extent required by applicable Law, to repay such advanced expenses if it is ultimately determined fact that such person is or was an officer or director of the Company or any Subsidiary, whether or not entitled pertaining to indemnificationany matter existing or occurring at or prior to the Effective Time and whether or not asserted or claimed prior to or at or after the Effective Time, and for which indemnification has been provided by the Company in accordance with Applicable Law (“Indemnified Liabilities”); and (ii) all Indemnified Liabilities based in whole or in part on or arising in whole or in part out of or pertaining to this Agreement or the transactions contemplated hereby, in each case to the fullest extent a corporation is permitted under the DGCL to indemnify its own directors and officers. The obligations under Nothing contained herein shall make Buyer, Sub, the Company or the Surviving Corporation, an insurer, a co-insurer or an excess insurer in respect of any insurance policies which may provide coverage for Indemnified Liabilities, nor shall this Section 6.04 5.12 relieve the obligations of any insurer in respect thereto. Each Indemnified Person is intended to be a third party beneficiary of this Section 5.12. This Section 5.12 shall survive the consummation of the Merger at the Effective Time, is intended to benefit each Indemnified Person and his or her heirs and representatives, each of whom may specifically enforce its terms against Buyer or the Surviving Corporation, and shall be binding on all successors and assigns of Buyer and the Surviving Corporation. This Section 5.12 shall not be terminated limit or modified otherwise adversely affect any rights any Indemnified Person may have under any agreement with the Company or under the Company’s Certificate of Incorporation or By-laws as presently in such a manner as to affect adversely any Covered Person without the consent of such Covered Personeffect.

Indemnification of Directors and Officers. For The Delaware General Corporation Law (DGCL) and certain provisions of the Registrant’s bylaws under certain circumstances provide for indemnification of the Registrant’s officers, directors and controlling persons against liabilities which they may incur in such capacities. A summary of the circumstances in which such indemnification is provided for is contained herein, but this description is qualified in its entirety by reference to the Registrant’s bylaws. Section 145 of the DGCL permits a corporation to indemnify any director, officer, employee or agent of the corporation against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred in connection with any action, suit or proceeding brought by reason of the fact that such person is or was a director or officer of the corporation, if such person acted in good faith and in a manner that he or she reasonably believed to be in, or not less than six years from and after the Closingopposed to, the Purchaser shall best interests of the corporation, and, with respect to any criminal action or proceeding, if he or she had no reason to believe his or her conduct was unlawful. A similar standard is applicable in the case of derivative actions (ii.e., actions brought by or on behalf of the corporation), except that indemnification only extends to expenses (including attorneys’ fees) cause actually and reasonably incurred in connection with the Company defense or settlement of such action, and the Subsidiaries statute requires court approval before there can be any indemnification where the person seeking indemnification has been found liable to indemnify the corporation. The statute provides that it is not exclusive of other indemnification that may be granted by a corporation’s certificate of incorporation, bylaws, disinterested director vote, stockholder vote, agreement or otherwise. The Registrant’s bylaws provide for the indemnification described above and hold harmless all past and present directorsrequires that any such indemnification only be made by the Registrant upon a determination that the applicable standard of conduct has been met, officerswhich determination shall be made (a) by the Board of Directors, employees and agents by a majority vote of a quorum consisting of directors who were not parties to such action, suit or proceeding, or (b) if such a quorum is not obtainable, or, even if obtainable, if a quorum of disinterested directors so directs, by independent legal counsel in a written opinion, or (c) by the stockholders. The Registrant’s bylaws also authorize the Board of Directors, in its discretion, to pay the expenses of any such action in advance of the Company final disposition of such action upon a written undertaking by such indemnitee to repay such amounts if it shall ultimately be determined that he or any Subsidiary (“Covered Persons”she is not entitled to indemnification under the standard set by the DGCL and the Registrant’s bylaws. Section 102(b)(7) of the DGCL permits, and the Registrant’s Amended and Restated Certificate of Incorporation provide, that no director shall be personally liable to the same extent Registrant or its stockholders for monetary damages for such a breach of fiduciary duty as such persons are indemnified as a director, except for liabilities arising: • from any breach of the date director’s duty of this Agreement by the Company or any Subsidiary pursuant loyalty to the charter Registrant or bylaws its stockholders; • from acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law; • under Section 174 of the Company DGCL (unlawful payment of dividend or unlawful stock purchase or redemption); and • from any Subsidiary or pursuant to any transaction from which the director derived an improper personal benefit. The Registrant has entered into an indemnification agreement with each of its directors and executive officers. The indemnification agreements provide indemnification to each director or executive officer (the “Indemnitee”) against all expenses, judgments, penalties, fines and amounts paid in settlement actually and reasonably incurred by the Indemnitee, or on his or her behalf if the Indemnitee is, or is threatened to be made, a party to or participant in any Covered Persons proceeding related to his or her status as a director and/or executive officer of the Registrant, as long as the Indemnitee acted in existence on good faith and in a manner the date hereof for acts Indemnitee reasonably believed to be in or omissions occurring at or prior not opposed to the Closingbest interests of the Registrant, (ii) not permit the Company or any Subsidiary to amend its charter or bylaws to make less favorable to the Covered Persons any provision and with respect to indemnificationany criminal proceeding, advancement of expenses and exculpation and (iii) provide had no reasonable cause to believe the directors and officers Indemnitee’s conduct was unlawful. For proceedings by or in the right of the Company and each Subsidiary Registrant, indemnification is provided as of the date hereof an insurance and indemnification policy that provides coverage for events occurring on or before the Closing Date (“D&O Insurance”) that is no less favorable than the Company’s existing policy orset forth above; provided, however, if substantially equivalent insurance coverage is unavailableapplicable law so provides, the best available coverage that can no indemnification against such expenses will be obtained for an annual premium of not more than 150% of the last annual premium paid prior to the date of this Agreement, but made in such case shall purchase as much coverage as reasonably practicable for such amount. The provisions of clause (iii) of the immediately preceding sentence shall be deemed to have been satisfied if prepaid policies have been obtained as of the Closing Date which 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 Closing Date. Each Covered Person shall be entitled to advancement of expenses incurred in the defense of any claim, action, suit, issue or matter in such proceeding or investigation with respect as to any matters subject which Indemnitee shall have been adjudged to indemnification, provided that any person be liable to whom expenses are advanced undertakes, the Registrant unless and to the extent required by applicable Law, to repay such advanced expenses if it is ultimately determined that the Court of Chancery of the State of Delaware shall determine that such person is not entitled indemnification may be made. Section 145(g) of the DGCL grants the power to indemnification. The obligations under this Section 6.04 may not be terminated or modified the Registrant to purchase and maintain insurance which protects the Registrant’s officers and directors against any liabilities incurred in connection with their service in such a manner position, and such a policy may be obtained by the Registrant. A stockholder’s investment may be adversely affected to the extent the Registrant pays the costs of settlement and damage awards against directors and officers as required by these indemnification provisions. At present, there is no pending litigation or proceeding involving any of the Registrant’s directors, officers or employees regarding which indemnification is sought, nor is the Registrant aware of any threatened litigation that may result in claims for indemnification. Insofar as indemnification for liabilities arising under the Securities Act may be permitted to affect adversely any Covered Person without directors, officers or persons controlling the consent Registrant pursuant to the foregoing provisions, the Registrant has been informed that, in the opinion of such Covered Personthe SEC, this indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.

Indemnification of Directors and Officers. For not less than six years from Reference is made to Section 16-10a-901 through 16-10a-909 of the Utah Revised Business Corporation Act, which provides for indemnification of directors and after the Closing, the Purchaser shall (i) cause officers in certain circumstances. The Bylaws provide that the Company and the Subsidiaries may voluntarily indemnify any individual made a party to indemnify and hold harmless all past and present directorsa proceeding because he is or was a director, officersofficer, employees and agents employee or agent of the Company or any Subsidiary against liability incurred in the proceeding, but only if the Company has authorized the payment in accordance with the applicable statutory provisions of the Utah Revised Business Corporation Act (“Covered Persons”Sections 16-10a-902, 16-10a-904 and 16-10a-907) and a determination has been made in accordance with the procedures set forth in such provision that such individual conducted himself in good faith, that he reasonably believed his conduct, in his official capacity with the Company, was in its best interests and that his conduct, in all other cases, was at least not opposed to the same extent as such persons are indemnified as Company's best interests, and that he had no reasonable cause to believe his conduct was unlawful in the case of any criminal proceeding. The foregoing indemnification in connection with a proceeding by or in the right of the date Company is limited to reasonable expenses incurred in connection with the proceeding, which expenses may be advanced by the Company. The Company's Bylaws provide that the Company may not voluntarily indemnify a director, officer, employee or agent of this Agreement the Company in connection with a proceeding by or in the right of the Company in which such individual was adjudged liable to the Company or in connection with any Subsidiary pursuant other proceeding charging improper personal benefit to him, whether or not involving action in his official capacity, in which he was adjudged liable on the charter basis that personal benefit was improperly received by him. The Bylaws provide further that the Company shall indemnify a director, officer, employee or bylaws agent of the Company or any Subsidiary or pursuant to any indemnification agreement with any Covered Persons in existence who was wholly successful, on the date hereof for acts merits or omissions occurring at otherwise, in defense of any proceeding to which he was a party because he is or prior was such a director, officer, employee or agent, against reasonable expenses incurred by him in connection with the proceeding. The Bylaws further provide that no director of the Company shall be personally liable to the Closing, (ii) not permit the Company or its stockholders for monetary damages for any Subsidiary action taken or any failure to amend its charter take any action, as a director, except liability for (a) the amount of a financial benefit received by a director to which he is not entitled; (b) an intentional infliction of harm on the Company or bylaws to make less favorable to the Covered Persons shareholders; (c) for any provision with respect to indemnification, advancement of expenses and exculpation and (iii) provide to the directors and officers action that would result in liability of the Company and each Subsidiary as of director under the date hereof an insurance and indemnification policy that provides coverage for events occurring on or before the Closing Date (“D&O Insurance”) that is no less favorable than the Company’s existing policy applicable statutory provision concerning unlawful distributions; or, if substantially equivalent insurance coverage is unavailable, the best available coverage that can be obtained for an annual premium of not more than 150% of the last annual premium paid prior to the date of this Agreement, but in such case shall purchase as much coverage as reasonably practicable for such amount. The provisions of clause (iii) of the immediately preceding sentence shall be deemed to have been satisfied if prepaid policies have been obtained as of the Closing Date which 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 Closing Date. Each Covered Person shall be entitled to advancement of expenses incurred in the defense of any claim, action, suit, proceeding or investigation with respect to any matters subject to indemnification, provided that any person to whom expenses are advanced undertakes, to the extent required by applicable Law, to repay such advanced expenses if it is ultimately determined that such person is not entitled to indemnification. The obligations under this Section 6.04 may not be terminated or modified in such a manner as to affect adversely any Covered Person without the consent of such Covered Person.

Indemnification of Directors and Officers. For not less than six years from and after From the Closing through the sixth (6th) anniversary of the Closing, the Purchaser shall (i) cause the Surviving Company to, and the Surviving Company and its Subsidiaries shall, indemnify, defend and hold harmless, to the fullest extent permitted under the Laws governing the Company and the Subsidiaries its Subsidiaries, each person who was or is made a party or threatened to indemnify and hold harmless all past and present directors, officers, employees and agents be made a party to or is involved in any proceeding by reason of the Company fact that such person is or was at any Subsidiary (“Covered Persons”) to the same extent as such persons are indemnified as of the date of this Agreement by the Company or any Subsidiary pursuant to the charter or bylaws of the Company or any Subsidiary or pursuant to any indemnification agreement with any Covered Persons in existence on the date hereof for acts or omissions occurring at or time prior to the Closing, (ii) not permit a director or officer of the Company (each, a “Company Indemnified Person”), against all Damages reasonably incurred or suffered by such Company Indemnified Person in connection therewith, whether claimed prior to, at or after the Closing. The right to indemnification conferred in this Section 7.2 shall include the right to be paid by each of the Surviving Company and its Subsidiaries actual and reasonable expenses incurred in defending any Subsidiary such proceeding in advance of its final disposition, promptly after receipt of a written claim therefor accompanied by reasonable supporting documentation. Notwithstanding anything to amend its charter or bylaws the contrary set forth herein, any advancement of expenses to make a Company Indemnified Person hereby shall be conditioned upon receipt from such Company Indemnified Person of an undertaking to repay such amounts if it is ultimately determined in a final and non-appealable judgment of a court of competent jurisdiction that such Company Indemnified Person is not entitled to be indemnified under applicable Law. The limited liability company agreement of the Surviving Company shall contain, and Purchaser shall cause the limited liability company agreement of the Surviving Company to so contain, provisions no less favorable to the Covered Persons any provision with respect to indemnification, advancement of expenses and exculpation of present and (iii) provide to the former directors and officers of the Company than are set forth in the certificate of incorporation and each Subsidiary bylaws of the Company as of the date hereof an insurance and indemnification policy that provides coverage for events occurring on or before the Closing Date (“D&O Insurance”) that is no less favorable than the Company’s existing policy or, if substantially equivalent insurance coverage is unavailable, the best available coverage that can be obtained for an annual premium of not more than 150% of the last annual premium paid prior to the date of this Agreement. If the Surviving Company or any of its successors or assigns (a) consolidates with or merges with or into any other Person and shall not be the continuing or surviving entity, but partnership or other entity of such consolidation or merger or (b) transfers or conveys all or substantially all of its properties and assets to any Person, then, and in each such case case, proper provision shall be made so that the successors and assigns of the Company assume the obligations set forth in this Section 7.2. The Company shall purchase as much prior to the Effective Time a prepaid “tail policy” of at least a six year duration on, or with coverage as reasonably practicable for such amount. The provisions of clause (iii) of the immediately preceding sentence shall be deemed to have been satisfied if prepaid policies have been obtained as of the Closing Date which provide such generally equivalent to, its current directors and officers with liability insurance coverage (D&O and FLI Coverage Sections only) at a net cost up to but not exceeding $150,000. Parent and the Surviving Company shall use reasonable best efforts to cause such policy to be maintained in full force and effect, for an aggregate period its full term, and to honor all of at least six years with respect its obligations thereunder. Following the Effective Time, the provisions of this Section 7.2 are intended to claims arising from facts or events that occurred on or before be for the Closing Date. Each Covered benefit of, and enforceable by, each Company Indemnified Person and such Company Indemnified Person’s estate, heirs and representatives, and nothing herein shall be entitled to advancement of expenses incurred in the defense of affect any claim, action, suit, proceeding or investigation with respect to any matters subject to indemnification, provided indemnification rights that any person to whom expenses are advanced undertakesCompany Indemnified Person or such Company Indemnified Person’s estate, to heirs and representatives may have under the extent required by applicable Organizational Documents of the Company or any Law, to repay such advanced expenses if it is ultimately determined that such person is not entitled to indemnification. The obligations under this Section 6.04 may not be terminated any Contract or modified in such a manner as to affect adversely any Covered Person without the consent of such Covered Personotherwise.

Indemnification of Directors and Officers. For not less than six years from and after The MGCL requires a Maryland corporation (unless its charter provides otherwise, which the Closing, the Purchaser shall (iDLR charter does not) cause the Company and the Subsidiaries to indemnify and hold harmless all past and present directorsa director or officer who has been successful, officers, employees and agents of the Company or any Subsidiary (“Covered Persons”) to the same extent as such persons are indemnified as of the date of this Agreement by the Company or any Subsidiary pursuant to the charter or bylaws of the Company or any Subsidiary or pursuant to any indemnification agreement with any Covered Persons in existence on the date hereof for acts merits or omissions occurring at or prior to the Closingotherwise, (ii) not permit the Company or any Subsidiary to amend its charter or bylaws to make less favorable to the Covered Persons any provision with respect to indemnification, advancement of expenses and exculpation and (iii) provide to the directors and officers of the Company and each Subsidiary as of the date hereof an insurance and indemnification policy that provides coverage for events occurring on or before the Closing Date (“D&O Insurance”) that is no less favorable than the Company’s existing policy or, if substantially equivalent insurance coverage is unavailable, the best available coverage that can be obtained for an annual premium of not more than 150% of the last annual premium paid prior to the date of this Agreement, but in such case shall purchase as much coverage as reasonably practicable for such amount. The provisions of clause (iii) of the immediately preceding sentence shall be deemed to have been satisfied if prepaid policies have been obtained as of the Closing Date which 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 Closing Date. Each Covered Person shall be entitled to advancement of expenses incurred in the defense of any claimproceeding to which he or she is made or threatened to be made a party by reason of his or her service in that capacity. Maryland law permits a Maryland corporation to indemnify its present and former directors and officers, actionamong others, suitagainst judgments, penalties, fines, INXN shall indemnify each current and former director who is conducting a defense against (threatening) claims or who is subject to (threatening) investigations based on acts or failures to act in the exercise of his or her duties or any other duties currently or previously performed by him or her at INXN’s request, or who is appearing in other legal proceedings in which he or she is involved as a current or former director or based on any other duties currently or previously performed by him or her at INXN’s request—with 170 Table of Contents Rights of DLR Stockholders (which will be the rights of INXN Shareholders upon the consummation of the transactions contemplated by the purchase agreement) Rights of INXN Shareholders settlements and reasonable expenses actually incurred by them in connection with any proceeding to which they may be made or investigation with respect threatened to be made a party by reason of their service in those or other capacities unless it is established that: (i) the act or omission of the director or officer was material to the matter giving rise to the proceeding and (a) was committed in bad faith or (b) was the result of active and deliberate dishonesty; (ii) the director or officer actually received an improper personal benefit in money, property or services; or (iii) in the case of any matters subject criminal proceeding, the director or officer had reasonable cause to believe that the act or omission was unlawful. A court may order indemnification if it determines that the director or officer is fairly and reasonably entitled to indemnification, provided even though the director or officer did not meet the prescribed standard of conduct or was adjudged liable on the basis that personal benefit was improperly received. However, indemnification for an adverse judgment in a suit by the corporation or in its right, or for a judgment of liability on the basis that personal benefit was improperly received, is limited to expenses. In addition, Maryland law permits a Maryland corporation to advance reasonable expenses to a director or officer upon the exception of proceedings primarily aimed at pursuing a claim on his or her own behalf against all costs and expenses reasonably incurred by him or her and shall pay any person damages or fines payable by the (former) director as a result of an act or failure to whom expenses are advanced undertakesact. This indemnification shall also apply to any claims by INXN or by a shareholder of INXN. Costs, damages and fines incurred by the (former) director shall be paid by INXN upon having received a specification of those costs, damages and fines subject to an undertaking in writing by the (former) director that he or she shall repay any reimbursed amount to INXN if it shall ultimately be determined that he or she is not entitled to indemnification or if and to the extent required an insurer subsequently also pays out the costs, damages and/or fines to the (former) director. There shall be no entitlement to indemnity: (i) if and to the extent Dutch law would not permit such indemnification; (ii) if and to the extent a competent court has established in a final and conclusive decision that the act or failure to act of the (former) director may be characterized as willful, intentionally reckless or seriously culpable, unless Dutch law provides otherwise Table of Contents Rights of DLR Stockholders (which will be the rights of INXN Shareholders upon the consummation of the transactions contemplated by applicable Law, the purchase agreement) Rights of INXN Shareholders receipt of (x) a written affirmation by the director or officer of his or her good faith belief that he or she has met the standard of conduct necessary for indemnification and (y) a written undertaking by him or her or on his or her behalf to repay such advanced expenses the amount paid or reimbursed if it is ultimately determined that such person is the standard of conduct was not entitled met. To the maximum extent permitted by Maryland law, the DLR charter authorizes DLR to obligate itself, and the DLR bylaws require DLR, to indemnify and, without requiring a preliminary determination of the ultimate entitlement to indemnification, pay or reimburse reasonable expenses in advance of final disposition of a proceeding to (i) any present or former director or officer or (ii) any individual who, while a director or officer and at DLR’s request, serves or has served another corporation, real estate investment trust, limited liability company, partnership, joint venture, trust, employee benefit plan or other enterprise as a director, officer, trustee, member, manager or partner, in each case who is made or threatened to be made a party to, or witness in, the proceeding by reason of his or her service in that capacity. or this would, in view of the circumstances of the case, be unacceptable according to standards of reasonableness and fairness; or (iii) if and to the extent the costs, damages or fines payable by the (former) director are covered by any liability insurance and the insurer has paid out the costs, damages or fines. The obligations under this Section 6.04 may not be terminated relevant (former) director shall follow XXXX’s instructions relating to the manner of his or modified her defense and consult with XXXX in such a advance about the manner as to affect adversely any Covered Person without the consent of such Covered Person.defense. The person concerned shall not: (i) acknowledge any personal liability, (ii) waive any defense, or (iii) agree on a settlement, without INXN’s prior written consent. Table of Contents

Indemnification of Directors and Officers. For Novavax believes that these provisions will assist it in attracting and retaining qualified individuals to serve as directors. DIVIDENDS Novavax currently anticipates that it will retain all of its earnings for use in the development of its business and does not less than six years from anticipate paying any cash dividends in the foreseeable future. TRANSFER AGENT AND REGISTRAR The transfer agent and after the Closingregistrar for Novavax Common Stock is State Street Bank and Trust Company. INDEMNIFICATION OF DIRECTORS AND OFFICERS Article NINTH of Novavax's Certificate of Incorporation provides that a director or officer of Novavax (a) shall be indemnified by Novavax against all expenses (including attorneys' fees), the Purchaser shall (i) cause the Company judgments, fines and the Subsidiaries to indemnify and hold harmless all past and present directors, officers, employees and agents of the Company or any Subsidiary (“Covered Persons”) to the same extent as such persons are indemnified as of the date of this Agreement by the Company or any Subsidiary pursuant to the charter or bylaws of the Company or any Subsidiary or pursuant to any indemnification agreement amounts paid in settlement incurred in connection with any Covered Persons litigation or other legal proceeding (other than an action by or in existence on the date hereof for acts right of Novavax) brought against him by virtue of his position as a director or omissions occurring at officer of Novavax if he acted in good faith and in a manner he reasonably believed to be in, or prior to the Closing, (ii) not permit the Company or any Subsidiary to amend its charter or bylaws to make less favorable to the Covered Persons any provision with respect to indemnification, advancement of expenses and exculpation and (iii) provide to the directors and officers of the Company and each Subsidiary as of the date hereof an insurance and indemnification policy that provides coverage for events occurring on or before the Closing Date (“D&O Insurance”) that is no less favorable than the Company’s existing policy or, if substantially equivalent insurance coverage is unavailableopposed to, the best available coverage that can be obtained for an annual premium interests of not more than 150% of the last annual premium paid prior to the date of this AgreementNovavax, but in such case shall purchase as much coverage as reasonably practicable for such amount. The provisions of clause (iii) of the immediately preceding sentence shall be deemed to have been satisfied if prepaid policies have been obtained as of the Closing Date which 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 Closing Date. Each Covered Person shall be entitled to advancement of expenses incurred in the defense of any claimand, action, suit, proceeding or investigation with respect to any matters subject criminal action or proceeding, had no reasonable cause to indemnificationbelieve his conduct was unlawful and (b) shall be indemnified by Novavax against all expenses (including attorneys' fees) and amounts paid in settlement incurred in connection with any action by or in the right of Novavax brought against him by virtue of his position as a director or officer of if he acted in good faith and in a manner he reasonably believed to be in, provided or not opposed to, the best interests of Novavax, except that no indemnification shall be made with respect to any matter as to which such person shall have been adjudged to whom expenses are advanced undertakesbe liable to Novavax, unless a court determines that, despite such adjudication but in view of all of the circumstances, he is entitled to indemnification of such expenses. Notwithstanding the foregoing, to the extent that a director or officer has been successful, on the merits or otherwise, including, without limitation, the dismissal of an action without prejudice, he is required to be indemnified by applicable LawNovavax against all expenses (including attorneys' fees) incurred in connection therewith. Expenses shall be advanced to a Director or officer at his request, provided that he undertakes to repay such the amount advanced expenses if it is ultimately determined that such person he is not entitled to indemnification for such expenses. Indemnification is required to be made unless Novavax determines that the applicable standard of conduct required for indemnification has not been met. In the event of a determination by Novavax that the director or officer did not meet the applicable standard of conduct required for indemnification, or if Novavax fails to make an indemnification payment within 60 days after such payment is claimed by such person, such person is permitted to petition the court to make an independent determination as to whether such person is entitled to indemnification. The obligations under this Section 6.04 may not be terminated As a condition precedent to the right of indemnification, the director or modified officer must give Novavax notice of the action for which indemnity is sought and Novavax has the right to participate in such action or assume the defense thereof. Article NINTH of Novavax's Certificate of Incorporation further provides that the indemnification provided therein is not exclusive, and provides that in the event that the Delaware General Corporation Law is amended to expand the indemnification permitted to directors or officers Novavax must indemnify those persons to the fullest extent permitted by such law as so amended. Section 145 of the Delaware General Corporation Law provides that a corporation has the power to indemnify a director, officer, employee or agent of the corporation and certain other persons serving at the request of the corporation in related capacities against amounts paid and expenses incurred in connection with an action or proceeding to which he is or is threatened to be made a party by reason of such position, if such 59 person shall have acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation, and, in any criminal proceeding, if such person had no reasonable cause to believe his conduct was unlawful; provided that, in the case of actions brought by or in the right of the corporation, no indemnification shall be made with respect to any matter as to affect adversely which such person shall have been adjudged to be liable to the corporation unless and only to the extent that the adjudicating court determines that such indemnification is proper under the circumstances. Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of Novavax pursuant to the provisions of the Delaware General Corporation Law and the provisions of Novavax's Certificate of Incorporation described above, Novavax has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by Novavax of expenses incurred or paid by a director, officer or controlling person of Novavax in the successful defense of any Covered Person without action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the consent securities being registered, Novavax will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such Covered Personissue. TRADEMARKS Novasome(R) is a registered trademark of Novavax and Novamix(TM) is a trademark of Novavax(R). All other trademarks or trade names referred to in this Information Statement are the property of their respective owners. AVAILABLE INFORMATION IGI is (and, following the Distribution, Novavax will be) subject to the informational requirements of the Exchange Act, and in accordance therewith files (and Novavax will file) reports and other information with the Commission. The reports, proxy statements and other information filed by IGI (and to be filed by Novavax) may be inspected and copied at the public reference facilities maintained by the Commission at 000 Xxxxx Xxxxxx, X.X., Xxxxxxxxxx, X.X. 00000 and at the Commission's regional offices located at Seven World Trade Center, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, and at Citicorp Center, 000 Xxxx Xxxxxxx Xxxxxx, Xxxxx 0000, Xxxxxxx, Xxxxxxxx 00000. Copies of such material may be obtained from the Public Reference Section of the Commission at 000 Xxxxx Xx., X.X., Xxxxxxxxxx, X.X. 00000 at prescribed rates. Novavax intends to furnish to holders of Novavax Common Stock annual reports containing consolidated financial statements prepared in accordance with generally accepted accounting principles and audited and reported on, with an opinion expressed, by an independent public accounting firm, as well as quarterly reports for the first three quarters of each fiscal year containing unaudited financial information. This Information Statement does not contain all the information set forth in the Registration Statement and the exhibits and schedules thereto, as certain items are omitted in accordance with the rules and regulations of the Commission. Reference is made to such Registration Statement and the exhibits and schedules thereto, which may be inspected, without charge, at the office of the Commission at 000 Xxxxx Xx., X.X., Xxxxxxxxxx, X.X. 00000, and copies of which may be obtained from the Commission at prescribed rates. Statements contained herein concerning the provisions of any document are not necessarily complete and, in each instance, reference is made to the copy of such document filed as an exhibit to the Registration Statement or otherwise filed with the Commission. Each such statement is qualified in its entirety by such reference. NO PERSON IS AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS INFORMATION STATEMENT AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED. 60

Indemnification of Directors and Officers. For not less than six years from The Registrant is organized under the laws of the State of Delaware. The Registrant’s Certificate of Incorporation provides that the Registrant shall indemnify its current and after former directors and officers, and may indemnify its current and former employees and agents, against any and all liabilities and expenses incurred in connection with their services in those capacities to the Closing, maximum extent permitted by Delaware law. The Delaware General Corporation Law (the Purchaser shall (i“DGCL”) cause provides that a Delaware corporation has the Company and the Subsidiaries power generally to indemnify its current and hold harmless all past and present former directors, officers, employees and other agents (each, a “Corporate Agent”) against expenses and liabilities (including amounts paid in settlement) in connection with any proceeding involving such person by reason of his being a Corporate Agent, other than a proceeding by or in the right of the Company corporation, if such person acted in good faith and in a manner he reasonably believed to be in or any Subsidiary (“Covered Persons”) not opposed to the same extent as such persons are indemnified as best interests of the date of this Agreement by the Company or any Subsidiary pursuant to the charter or bylaws of the Company or any Subsidiary or pursuant to any indemnification agreement with any Covered Persons in existence on the date hereof for acts or omissions occurring at or prior to the Closingcorporation and, (ii) not permit the Company or any Subsidiary to amend its charter or bylaws to make less favorable to the Covered Persons any provision with respect to indemnificationany criminal proceeding, advancement such person had no reasonable cause to believe his conduct was unlawful. In the case of expenses an action brought by or in the right of the corporation, indemnification of a Corporate Agent is permitted if such person acted in good faith and exculpation and (iii) provide in a manner he reasonably believed to be in or not opposed to the directors and officers best interests of the Company and each Subsidiary corporation. However, no indemnification is permitted in respect of any claim, issue or matter as of the date hereof an insurance and indemnification policy that provides coverage for events occurring on or before the Closing Date (“D&O Insurance”) that is no less favorable than the Company’s existing policy or, if substantially equivalent insurance coverage is unavailable, the best available coverage that can to which such person shall have been adjudged to be obtained for an annual premium of not more than 150% of the last annual premium paid prior liable to the date corporation, unless and only to the extent that the court in which such proceeding was brought shall determine upon application that despite the adjudication of this Agreementliability, but in such case shall purchase as much coverage as reasonably practicable for such amount. The provisions view of clause (iii) all the circumstances of the immediately preceding sentence shall be deemed case, such person is fairly and reasonably entitled to have such indemnification. To the extent that a Corporate Agent has been satisfied if prepaid policies have been obtained as successful on the merits or otherwise in the defense of such proceeding, whether or not by or in the right of the Closing Date which provide such directors and officers with coverage for an aggregate period of at least six years with respect to claims arising from facts corporation, or events that occurred on or before the Closing Date. Each Covered Person shall be entitled to advancement of expenses incurred in the defense of any claim, actionissue or matter therein, suitthe corporation is required to indemnify such person for expenses in connection therewith. Under the DGCL, proceeding or investigation the corporation may advance expenses incurred by a Corporate Agent in connection with respect to any matters subject to indemnificationa proceeding, provided that any person to whom expenses are advanced undertakes, to the extent required by applicable Law, Corporate Agent undertakes to repay such advanced expenses amount if it is shall ultimately be determined that such person is not entitled to indemnification. The obligations Registrant’s Certificate of Incorporation requires the Registrant to advance expenses to any person entitled to indemnification, provided that such person undertakes to repay the advancement if it is determined in a final judicial decision from which there is no appeal that such person is not entitled to indemnification. The power to indemnify and advance the expenses under this Section 6.04 the DGCL does not exclude other rights to which a Corporate Agent may not be terminated entitled to under the Certificate of Incorporation, by laws, agreement, vote of stockholders or modified disinterested directors or otherwise. The Registrant’s Certificate of Incorporation permits the Registrant to secure insurance on behalf of directors, officers, employees and agents of the Registrant for any expense, liability or loss incurred in such a manner capacities, regardless of whether the Certificate of Incorporation or Delaware law would permit indemnification against such expense, liability or loss. The purpose of these provisions is to assist the Registrant in retaining qualified individuals to serve as its directors, officers, employees and agents by limiting their exposure to affect adversely any Covered Person without the consent of such Covered Personpersonal liability for serving as such.

Indemnification of Directors and Officers. For not less than six years The Corporation, to the fullest extent and in the manner permitted by the laws of the State of Delaware as in effect from and after time to time, shall indemnify in accordance with the Closingfollowing provisions of this Article VI any Covered Person who was or is made a party to, is threatened to be made a party to or is involved in any threatened, pending or completed action or suit (including any appeal thereof) brought by or in the right of the Corporation to procure a judgment in its favor by reason of the fact that such Covered Person is or was a director or officer of the Corporation, or, at a time when he or she was a director or officer of the Corporation, is or was serving at the request of, or to represent the interests of, the Purchaser shall Corporation as a Subsidiary Officer of an Affiliated Entity against expenses (iincluding attorneys’ fees and disbursements) cause and costs actually and reasonably incurred by such Covered Person in connection with such action or suit if such Covered Person acted in good faith and in a manner such Covered Person reasonably believed to be in or not opposed to the Company and the Subsidiaries to indemnify and hold harmless all past and present directors, officers, employees and agents best interests of the Company or any Subsidiary (“Covered Persons”) to the same extent as such persons are indemnified as of the date of this Agreement by the Company or any Subsidiary pursuant to the charter or bylaws of the Company or any Subsidiary or pursuant to any Corporation, except that no indemnification agreement with any Covered Persons in existence on the date hereof for acts or omissions occurring at or prior to the Closing, (ii) not permit the Company or any Subsidiary to amend its charter or bylaws to make less favorable to the Covered Persons any provision with respect to indemnification, advancement of expenses and exculpation and (iii) provide to the directors and officers of the Company and each Subsidiary as of the date hereof an insurance and indemnification policy that provides coverage for events occurring on or before the Closing Date (“D&O Insurance”) that is no less favorable than the Company’s existing policy or, if substantially equivalent insurance coverage is unavailable, the best available coverage that can be obtained for an annual premium of not more than 150% of the last annual premium paid prior to the date of this Agreement, but in such case shall purchase as much coverage as reasonably practicable for such amount. The provisions of clause (iii) of the immediately preceding sentence shall be deemed to have been satisfied if prepaid policies have been obtained as of the Closing Date which provide such directors and officers with coverage for an aggregate period of at least six years with made in respect to claims arising from facts or events that occurred on or before the Closing Date. Each Covered Person shall be entitled to advancement of expenses incurred in the defense of any claim, actionissue or matter as to which such Covered Person shall have been adjudged to be liable to the Corporation unless, suitand only to the extent that, proceeding the Court of Chancery of the State of Delaware or investigation the court in which such judgment was rendered shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such Covered Person is fairly and reasonably entitled to indemnity for such expenses and costs as the Court of Chancery of the State of Delaware or such other court shall deem proper. Notwithstanding anything to the contrary in the foregoing provisions of this paragraph, a Covered Person shall not be entitled, as a matter of right, to indemnification pursuant to this paragraph against costs and expenses incurred in connection with respect to any matters subject to indemnificationaction or suit in the right of the Corporation commenced by such Covered Person, but such indemnification may be provided by the Corporation in any specific case as permitted by Section 6.6 of this Article VI; provided that any person to whom expenses are advanced undertakessuch Covered Person shall, to the fullest extent required permitted by applicable Lawlaw, to repay such advanced expenses if it is ultimately determined that such person is not be entitled to indemnification. The obligations indemnification in connection with any action, suit or proceeding commenced by such Covered Person to enforce his or her rights under this Section 6.04 may not be terminated or modified in such a manner as to affect adversely any Covered Person without the consent of such Covered PersonArticle VI.

Indemnification of Directors and Officers. For not less than six years from (a) From and after the ClosingEffective Time, the Purchaser shall (i) cause the Company and the Subsidiaries to indemnify Surviving Entity will indemnify, defend and hold harmless all past the present and present directors, officers, employees former officers and agents directors of the Company or any Subsidiary (“Covered Persons”when acting in such capacity) (each, an "Indemnified Party" and together, the "Indemnified Parties") (and will also, subject to Section 6.9(b), advance expenses as incurred to the same fullest extent as permitted under the DGCL, provided that the Person to whom expenses are advanced provides an undertaking to repay such persons are indemnified as of the date of this Agreement by the Company or any Subsidiary pursuant to the charter or bylaws of the Company or any Subsidiary or pursuant to any indemnification agreement with any Covered Persons in existence on the date hereof for acts or omissions occurring at or prior to the Closing, (ii) advances if it is ultimately determined that such Person is not permit the Company or any Subsidiary to amend its charter or bylaws to make less favorable to the Covered Persons any provision with respect entitled to indemnification), advancement of expenses and exculpation and (iii) provide to the directors and officers of the Company and each Subsidiary as of the date hereof an insurance and indemnification policy that provides coverage for events occurring on against all losses, costs, expenses, claims, damages, judgments or before the Closing Date (“D&O Insurance”) that is no less favorable than the Company’s existing policy or, if substantially equivalent insurance coverage is unavailable, the best available coverage that can be obtained for an annual premium of not more than 150% of the last annual premium paid prior to the date of this Agreement, but in such case shall purchase as much coverage as reasonably practicable for such amount. The provisions of clause (iii) of the immediately preceding sentence shall be deemed to have been satisfied if prepaid policies have been obtained as of the Closing Date which 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 Closing Date. Each Covered Person shall be entitled to advancement of expenses liabilities incurred in the defense of connection with, any claim, action, suit, proceeding or investigation based in whole or in part on the fact that the Indemnified Party is or was an officer or director of the Company pertaining to any matter existing or occurring before or at the Effective Time and whether asserted or claimed before, at or after, the Effective Time (the "Indemnified Liabilities") to the fullest extent permitted under the DGCL; provided, however, that such indemnification will be provided only to the extent any directors' and officers' liability insurance policy of the Company or its Subsidiaries does not provide coverage and actual payment thereunder with respect to any the matters that would otherwise be subject to indemnification hereunder (it being understood that the Surviving Entity shall, subject to Section 6.9(b), advance expenses on a current basis as provided in this paragraph (a) notwithstanding such insurance coverage to the extent that payments thereunder have not yet been made, in which case the Surviving Entity shall be entitled to repayment of such advances from the proceeds of such insurance coverage). Parent and Merger Sub agree that all rights to indemnification, including provisions relating to advances of expenses incurred in defense of any action, suit or proceeding, whether civil, criminal, administrative or investigative (each, a "Claim"), existing in favor of the Indemnified Parties as provided in the Company Charter or Company Bylaws or pursuant to other agreements, or certificates of incorporation or bylaws or similar documents of any Subsidiaries of the Company, as in effect as of the date hereof, with respect to matters occurring through the Effective Time, will survive the Merger and will continue in full force and effect for a period of not less than six years after the Effective Time. The Surviving Entity shall maintain in effect for not less than six years after the Effective Time the current policies of directors' and officers' liability insurance maintained by the Company with respect to matters occurring prior to or at the Effective Time; provided, however, that any person (i) the Surviving Entity shall not be required to whom expenses are advanced undertakes, pay an annual premium for such insurance in excess of two times the last annual premium paid prior to the extent required by applicable Lawdate hereof, to repay and (ii) that if such advanced expenses if it insurance expires, is ultimately determined that such person is not entitled to indemnification. The obligations under this Section 6.04 may not be terminated or modified in canceled during such a manner six-year period, the Surviving Entity will use its reasonable efforts to obtain as to affect adversely any Covered Person without the consent of much directors' and officers' liability coverage as can be obtained for such Covered Personamount.

Indemnification of Directors and Officers. For not less than six years from and after The Corporation shall, to the Closingfullest extent permitted by law, indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (including without limitation an action by or in the Purchaser shall (i) cause the Company and the Subsidiaries to indemnify and hold harmless all past and present directors, officers, employees and agents right of the Company Corporation) by reason of the fact that he is or any Subsidiary was a director or officer of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (“Covered Persons”) including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the same extent as such persons are indemnified as best interests of the date of this Agreement by the Company or any Subsidiary pursuant to the charter or bylaws of the Company or any Subsidiary or pursuant to any indemnification agreement with any Covered Persons in existence on the date hereof for acts or omissions occurring at or prior to the ClosingCorporation, (ii) not permit the Company or any Subsidiary to amend its charter or bylaws to make less favorable to the Covered Persons any provision and, with respect to indemnificationany criminal action or proceeding, advancement had no reasonable cause to believe his conduct was unlawful, provided, however, that in the event of expenses any action, suit or proceeding initiated by and exculpation in the name of (or by and (iiiin the name of a nominee or agent for) provide a person who would otherwise by entitled to the directors and officers of the Company and each Subsidiary as of the date hereof an insurance and indemnification policy that provides coverage for events occurring on or before the Closing Date (“D&O Insurance”) that is no less favorable than the Company’s existing policy orunder this Section 6.01, if substantially equivalent insurance coverage is unavailable, the best available coverage that can be obtained for an annual premium of not more than 150% of the last annual premium paid prior to the date of this Agreement, but in such case shall purchase as much coverage as reasonably practicable for such amount. The provisions of clause (iii) of the immediately preceding sentence shall be deemed to have been satisfied if prepaid policies have been obtained as of the Closing Date which 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 Closing Date. Each Covered Person person shall be entitled to advancement of expenses incurred indemnification hereunder only in the defense event such action, suit or proceeding was initiated on the authorization of the Board of Directors. The termination of any claimaction, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, that he had reasonable cause to believe that his conduct was unlawful. The right of indemnity provided herein shall not be exclusive and the Corporation may provide indemnification to any person, by agreement or otherwise, on such terms and conditions as the Board of Directors may approve. Any agreement for indemnification of any director, officer, employee or other person may provide indemnification rights which are broader or otherwise different from those set forth herein. No repeal or modification of this Article or of relevant provisions of the General Corporation Law of the State of Delaware or any other applicable laws shall affect or diminish in any way the rights of any person to indemnification under the provisions hereof with respect to any action, suit, proceeding or investigation with respect to arising out of, or relating to, any matters subject to indemnificationactions, provided that any person to whom expenses are advanced undertakes, transactions or facts occurring prior to the extent required by applicable Law, to repay such advanced expenses if it is ultimately determined that such person is not entitled to indemnification. The obligations under this Section 6.04 may not be terminated or modified in such a manner as to affect adversely any Covered Person without the consent final adoption of such Covered Personrepeal or modification.

Indemnification of Directors and Officers. For not less than six years from and after the Closing, the Purchaser shall (iSection 145(a) cause the Company and the Subsidiaries to indemnify and hold harmless all past and present directors, officers, employees and agents of the Company DGCL, which Cocrystal is subject to, provides that a corporation may indemnify any person who was or is a party or is threatened to be made a party to any Subsidiary threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (“Covered Persons”other than an action by or in the right of the corporation) by reason of the fact that the person is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by the person in connection with such action, suit or proceeding if the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the same extent as such persons are indemnified as best interests of the date of this Agreement by the Company or any Subsidiary pursuant to the charter or bylaws of the Company or any Subsidiary or pursuant to any indemnification agreement with any Covered Persons in existence on the date hereof for acts or omissions occurring at or prior to the Closingcorporation, (ii) not permit the Company or any Subsidiary to amend its charter or bylaws to make less favorable to the Covered Persons any provision and, with respect to indemnificationany criminal action or proceeding, advancement of expenses and exculpation and (iii) provide had no reasonable cause to believe the directors and officers of the Company and each Subsidiary as of the date hereof an insurance and indemnification policy that provides coverage for events occurring on or before the Closing Date (“D&O Insurance”) that is no less favorable than the Companyperson’s existing policy or, if substantially equivalent insurance coverage is unavailable, the best available coverage that can be obtained for an annual premium of not more than 150% of the last annual premium paid prior to the date of this Agreement, but in such case shall purchase as much coverage as reasonably practicable for such amountconduct was unlawful. The provisions of clause (iiiSection 145(b) of the immediately preceding sentence DGCL provides that a corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that the person is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against expenses (including attorneys’ fees) actually and reasonably incurred by the person in connection with the defense or settlement of such action or suit if the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the corporation and except that no indemnification shall be deemed made in respect of any claim, issue or matter as to which such person shall have been satisfied if prepaid policies have been obtained as adjudged to be liable to the corporation unless and only to the extent that the Court of Chancery or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the Closing Date which provide case, such directors person is fairly 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 Closing Date. Each Covered Person shall be reasonably entitled to advancement indemnity for such expenses which the Court of expenses incurred Chancery or such other court shall deem proper. To the extent that a present or former director or officer of a corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in Section 145(a) and (b) of the DGCL, or in defense of any claim, actionissue or matter therein, suitsuch person shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection therewith. Any indemnification under Section 145(a) and (b) of the DGCL (unless ordered by a court) shall be made by Cocrystal only as authorized in the specific case upon a determination that indemnification of the present or former director, proceeding officer, employee or investigation agent is proper in the circumstances because the person has met the applicable standard of conduct set forth in Section 145(a) and (b). Such determination shall be made, with respect to any matters subject to indemnification, provided that any a person to whom expenses are advanced undertakes, to who is a director or officer at the extent required by applicable Law, to repay such advanced expenses if it is ultimately determined that such person is not entitled to indemnification. The obligations under this Section 6.04 may not be terminated or modified in such a manner as to affect adversely any Covered Person without the consent time of such Covered Person.determination,

Indemnification of Directors and Officers. For not less than six years from and after the ClosingCentury Next ABC Generally, the Purchaser shall (i) cause the Company and the Subsidiaries to indemnify and hold harmless all past and present directors, officers, employees and agents under provisions of the Company Louisiana Business Corporation Act, a corporation may indemnify a director, officer, employee or any Subsidiary (“Covered Persons”) to the same extent as such persons are indemnified as agent of the date corporation (or a person who is or was serving at the request of this Agreement the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise) against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by the Company or any Subsidiary pursuant to the charter or bylaws of the Company or any Subsidiary or pursuant to any indemnification agreement with any Covered Persons person if he acted in existence on the date hereof for acts or omissions occurring at or prior to the Closinggood faith and, (ii) not permit the Company or any Subsidiary to amend its charter or bylaws to make less favorable to the Covered Persons any provision with respect to indemnificationactions in an official capacity, advancement in a manner he reasonably believed to be in the best interests of the corporation, or, with respect to actions in an unofficial capacity, at least not opposed to, the best interests of the corporation and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. A corporation may not indemnify a director or officer in any proceeding with respect to conduct for which the director or officer was adjudged liable on the basis of receiving a financial benefit to which he or she was not entitled, whether or not involving action in the director's or officer's official capacity. In the case of an action brought by or in the right of a corporation, the Louisiana Business Corporation Act permits a corporation to indemnify a director, officer, employee or agent of the corporation (or a person who is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise) against expenses (including attorneys' fees) incurred by him in a proceeding if he acted in good faith and exculpation and (iii) provide in a manner he reasonably believed to be in, or not opposed to, the best interests of the corporation. The Louisiana Business Corporation Act bars indemnification of directors and officers for settlement payments in a derivative suit, absent court approval. The indemnification provisions of the Company and each Subsidiary as Louisiana Business Corporation Act require indemnification of any present or former director or officer of a corporation for expenses incurred in connection with the proceeding if such person was wholly successful, on the merits or otherwise, in defense of any action, suit or proceeding, that he was a party to by virtue of the date hereof an insurance and indemnification policy fact that provides coverage for events occurring on he is or before the Closing Date (“D&O Insurance”) that is no less favorable than the Company’s existing policy or, if substantially equivalent insurance coverage is unavailable, the best available coverage that can be obtained for an annual premium of not more than 150% was a director or officer of the last annual premium paid prior corporation. This limitation does not limit Century Next's right to the date of this Agreement, but in such case shall purchase as much coverage as reasonably practicable for such amount. The provisions of clause (iii) of the immediately preceding sentence shall be deemed to have been satisfied if prepaid policies have been obtained as of the Closing Date which provide such directors and officers with coverage for an aggregate period of at least six years permissibly indemnify a director or officer with respect to claims arising from facts or events that occurred on or before the Closing Date. Each Covered Person shall be entitled to advancement expenses of expenses incurred in the a partially successful defense of any claim, issue or matter. Century Next's articles of incorporation provide that Century Next shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suitsuit or proceeding, including actions by or in the right of Century Next, whether civil, criminal, administrative or investigative, by reason of the fact that such person is or was a director, officer, employee or agent, or is or was serving at Century Next's request as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise. Such indemnification is furnished to the full extent provided by law against expenses (including attorneys' fees), judgments, fines, and amounts paid in settlement actually and reasonably incurred in connection with such action, suit or proceeding. The indemnification provisions also permit Century Next to pay reasonable expenses in advance of the final disposition of any action, suit or proceeding or investigation with respect to any matters subject to indemnificationas authorized by Century Next's board of directors, provided that any the indemnified person to whom expenses are advanced undertakes, to the extent required by applicable Law, undertakes to repay such advanced expenses Century Next if it is ultimately determined that such person is was not entitled to indemnification. The obligations rights of indemnification provided in Century Next's articles of incorporation are not exclusive of any other rights which may be available under this Section 6.04 Century Next's bylaws, any insurance or other agreement, by vote of shareholders or directors (regardless of whether directors authorizing such indemnification are beneficiaries thereof) or otherwise. In addition, the articles of incorporation authorize Century Next to maintain insurance on behalf of any person who is or was a director, officer, employee or agent, whether or not Century Next would have the power to provide indemnification to such person. By action of the board of directors, Century Next may create and fund a trust fund or other fund or form of self-insurance arrangement of any nature, and may enter into agreements with its officers, directors, employees and agents for the purpose of securing or insuring in any manner its obligation to indemnify or advance expenses provided for in the provisions in the articles of incorporation and bylaws regarding indemnification. ABC's articles of incorporation provide that ABC shall indemnify its officers against costs as provided by Arkansas law. The Arkansas Business Corporation Act of 1987 which applies to actions, suits or proceedings that commenced after or are based on actions that occurred after February 12, 1973, permits a corporation to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative (other than an action by or in the right of the corporation) by reason of the fact that he is or was a director, officer, employee, or agent of the corporation or is or was serving at the request of the corporation as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust, or other enterprise, against expenses (including attorneys' fees), judgments, fines, and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit, or proceeding if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. Additionally, the Arkansas Business Corporation Act of 1987 permits a corporation to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending, or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that he is or was a director, officer, employee, or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust, or other enterprise against expenses (including attorneys' fees) actually and reasonably incurred by him in connection with the defense or settlement of such action or suit if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation and except that no indemnification shall be made in respect of any claim, issue, or matter as to which such person shall have been adjudged to be liable to the corporation unless and only to the extent that the court of chancery or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the court of chancery or such other court shall deem proper. To the extent that a director, officer, employee or agent of a corporation has been successful on the merits regarding any such action, he or she shall be indemnified against expenses (including attorneys' fees) actually and reasonably incurred by him or her in connection therewith. Unless ordered by a court, the determination of whether indemnification is proper in a specific case will be determined by (1) a majority vote of a quorum consisting of directors who were not party to such suit, (2) if such quorum is unobtainable and the board of directors so directs, by special legal counsel, or (3) by the shareholders. Notice of Shareholder Proposals and Director Nominations Century Next ABC Century Next's articles of incorporation provide that only such business as shall have been properly brought before an annual meeting of shareholders shall be conducted at the annual meeting. To be properly brought before an annual meeting, business must be specified in the notice of the meeting, or any supplement thereto, given by or at the direction of the board of directors, or otherwise properly brought before the meeting by a shareholder. For business to be properly brought before an annual meeting by a shareholder, the shareholder must have given timely notice thereof in writing to Century Next's secretary. To be timely, a shareholder's notice must be delivered to or mailed and received at Century Next's principal executive offices not later than 120 days prior to the anniversary date of the mailing of proxy materials by Century Next in connection with the immediately preceding annual meeting of shareholders. Century Next's articles of incorporation also require that the notice must contain certain information in order to be considered. The board of directors may reject any shareholder proposal not made in accordance with the articles of incorporation. The presiding officer of an annual meeting shall, if the facts warrant, determine and declare to the meeting that business was not properly brought before the meeting in accordance with Century Next's articles of incorporation, and if he should so determine, he shall so declare to the meeting and any such business not properly brought before the meeting shall not be terminated transacted. Century Next's articles of incorporation provide that, subject to the rights of the holders of any class or modified in such series of stock having a manner preference over the common stock as to affect adversely any Covered Person without dividends or upon liquidation, all nominations for election to the consent board of such Covered Persondirectors, other than those made by the board or a committee thereof, shall be made by a shareholder who has complied with the notice provisions. Written notice of a shareholder nomination must include certain specified information and must be communicated to the attention of the secretary and either delivered to, or mailed and received at, Century Next's principal executive offices not later than 120 days prior to the anniversary date of the mailing of proxy materials by Century Next in connection with the immediately preceding annual meeting of shareholders. ​ Neither the articles of incorporation nor bylaws of ABC provide procedures for shareholder proposals and director nominations.

Indemnification of Directors and Officers. (a) For not less than a period of six years from and after following the ClosingEffective Time, the Purchaser shall (i) cause the Company Surviving Corporation shall, and the Subsidiaries to indemnify if it fails to, Parent shall, indemnify, defend and hold harmless all past current and present directors, officers, employees and agents of the Company or any Subsidiary (“Covered Persons”) to the same extent as such persons are indemnified as of the date of this Agreement by the Company or any Subsidiary pursuant to the charter or bylaws of the Company or any Subsidiary or pursuant to any indemnification agreement with any Covered Persons in existence on the date hereof for acts or omissions occurring at or prior to the Closing, (ii) not permit the Company or any Subsidiary to amend its charter or bylaws to make less favorable to the Covered Persons any provision with respect to indemnification, advancement of expenses and exculpation and (iii) provide to the former directors and officers of the Company and each its Subsidiary (in their capacities as such) (each, a “Company Indemnified Party” and, collectively, the “Company Indemnified Parties”) from and against any Damages incurred by such Company Indemnified Party by reason of: (i) any act or omission or alleged act or omission performed or omitted to be performed on behalf of the date hereof an insurance Company or its Subsidiary or otherwise in connection with the business of the Company or its Subsidiary; or (ii) the fact that he or she is or was a director or officer of the Company or its Subsidiary, whether asserted or claimed prior to, at or after the Effective Time, to the fullest extent permitted under the DGCL (it being understood that the DGCL requires that a Company Indemnified Party must have acted in good faith and indemnification policy that provides coverage for events occurring on in a manner such Person reasonably believed to be in or before the Closing Date (“D&O Insurance”) that is no less favorable than the Company’s existing policy or, if substantially equivalent insurance coverage is unavailable, not opposed to the best available coverage that can be obtained for an annual premium of not more than 150% interests of the last annual premium paid prior to the date of this AgreementCompany and its Subsidiary, but in such case shall purchase as much coverage as reasonably practicable for such amount. The provisions of clause (iii) of the immediately preceding sentence shall be deemed to have been satisfied if prepaid policies have been obtained as of the Closing Date which 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 Closing Date. Each Covered Person shall be entitled to advancement of expenses incurred in the defense of any claim, action, suit, proceeding or investigation with respect to any matters subject criminal action or proceeding, had no reasonable cause to indemnificationbelieve the conduct was unlawful), provided that any person to whom indemnification agreements existing on the date hereof or the Company Organizational Documents or the Subsidiary Organizational Documents in effect on the date hereof, and the Surviving Corporation shall also advance expenses are advanced undertakes, as incurred to the fullest extent required by permitted under applicable Law, to repay such advanced expenses if it is ultimately determined that such person is not entitled to indemnificationindemnification agreements, the Company Organizational Documents or the Subsidiary Organizational Documents. The obligations under Surviving Corporation shall ensure that the provisions in the Certificate of Incorporation and By-laws of the Surviving Corporation allowing for the indemnification of the Company Indemnified Parties and the provision of insurance for the Company Indemnified Parties shall not be amended in a manner that would limit the scope of such indemnification and insurance. For the avoidance of doubt, this Section 6.04 may 5.2 shall not be terminated apply with respect to, and the Surviving Corporation, its Subsidiary and the other Parent Indemnified Parties shall not have any obligations or modified liabilities under or in respect of, any such a manner as to affect adversely indemnification or exculpation provisions in connection with, any Covered Person without of the consent of such Covered Personmatters referenced in Section 6.9.

Indemnification of Directors and Officers. For not less than six years from and after Pursuant to our bylaws we have the Closing, the Purchaser shall (i) cause the Company and the Subsidiaries power to indemnify and hold harmless all past and present any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of CTT) by reason of the fact that such person is or was one of our directors, officers, employees or agents, or is or was serving at our request as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys' fees), judgments, fines and agents of the Company amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or any Subsidiary (“Covered Persons”) proceeding if such person acted in good faith and in a manner such person reasonably believed to the same extent as such persons are indemnified as of the date of this Agreement by the Company be in or any Subsidiary pursuant not opposed to the charter or bylaws of the Company or any Subsidiary or pursuant to any indemnification agreement with any Covered Persons in existence on the date hereof for acts or omissions occurring at or prior to the Closingour best interests, (ii) not permit the Company or any Subsidiary to amend its charter or bylaws to make less favorable to the Covered Persons any provision and, with respect to indemnificationany criminal action or proceeding, advancement had no reasonable cause to believe the person's conduct was unlawful. Our bylaws also give us the power to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in our right to procure a judgment in our favor by reason of the fact that such person is or was one of our directors, officers, employees or agents, or is or was serving at our request as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against expenses (including attorneys' fees) actually and exculpation reasonably incurred by such person in connection with the defense or settlement of such action or suit if such person acted in good faith and (iii) provide in a manner such person reasonably believed to be in or not opposed to our best interests and except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable for negligence or misconduct in the performance of such person's duty to us unless and only to the directors and officers extent that the Court of Chancery of Delaware or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the Company case, such person is fairly and each Subsidiary as reasonably entitled to indemnity for such expenses which such Court of the date hereof an insurance and indemnification policy Chancery or such other court shall deem proper. Our bylaws also provide that provides coverage for events occurring on or before the Closing Date (“D&O Insurance”) that is no less favorable than the Company’s existing policy or, if substantially equivalent insurance coverage is unavailable, the best available coverage that can be obtained for an annual premium of not more than 150% of the last annual premium paid prior to the date extent that one of this Agreementour directors, but in such case shall purchase as much coverage as reasonably practicable for such amount. The provisions of clause (iii) of officers, employees or agents has been successful on the immediately preceding sentence shall be deemed to have been satisfied if prepaid policies have been obtained as of the Closing Date which provide such directors and officers with coverage for an aggregate period of at least six years with respect to claims arising from facts merits or events that occurred on or before the Closing Date. Each Covered Person shall be entitled to advancement of expenses incurred otherwise in the defense of any action, suit or proceeding, or in defense of any claim, actionissue or matter therein, suitsuch person shall be indemnified against expenses (including attorneys' fees) actually and reasonably incurred by such person in connection therewith. Our bylaws further provide that our Board of Directors may, proceeding or investigation with respect by a vote of a majority of the full Board of Directors, authorize us to any matters subject to indemnification, provided that purchase and maintain insurance on behalf of any person to whom expenses are advanced undertakeswho is or was one of our directors, to the extent required by applicable Lawofficers, to repay such advanced expenses if it employees or agents, or is ultimately determined that such person is not entitled to indemnification. The obligations under this Section 6.04 may not be terminated or modified in such was serving at our request as a manner as to affect adversely any Covered Person without the consent of such Covered Persondirector.

Indemnification of Directors and Officers. For The Company is a Utah corporation. Section 16-10a-902 of the Utah Revised Business Corporation Act (the “Revised Act”) provides that a corporation may indemnify any individual who was, is, or is threatened to be made a named defendant or respondent in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative and whether formal or informal, because he or she is or was a director of the corporation or, while a director of the corporation, is or was serving at its request as a director, officer, partner, trustee, employee, fiduciary or agent of another corporation or other person or of an employee benefit plan (an “Indemnifiable Person”), against any obligation incurred with respect to a proceeding, including any judgment, settlement, penalty or fine, or reasonable expenses (including attorneys’ fees), incurred in the proceeding if his or her conduct was in good faith and he or she reasonably believed that his or her conduct was in, or not less than six years from and after the Closingopposed to, the Purchaser shall best interests of the corporation, and, in the case of any criminal proceeding, he or she had no reasonable cause to believe such conduct was unlawful; provided, however, that pursuant to Subsection 902(4): (i) cause indemnification under Section 902 in connection with a proceeding by or in the Company and the Subsidiaries to indemnify and hold harmless all past and present directors, officers, employees and agents right of the Company or any Subsidiary corporation is limited to payment of reasonable expenses (“Covered Persons”including attorneys’ fees) to incurred in connection with the same extent as such persons are indemnified as of the date of this Agreement by the Company or any Subsidiary pursuant to the charter or bylaws of the Company or any Subsidiary or pursuant to any indemnification agreement with any Covered Persons in existence on the date hereof for acts or omissions occurring at or prior to the Closing, proceeding and (ii) the corporation may not permit indemnify an Indemnifiable Person in connection with a proceeding by or in the Company or any Subsidiary to amend its charter or bylaws to make less favorable right of the corporation in which the Indemnifiable Person was adjudged liable to the Covered Persons corporation, or in connection with any provision with respect to indemnificationother proceeding charging that the Indemnifiable Person derived an improper personal benefit, advancement of expenses and exculpation and (iii) provide to whether or not involving action in his or her official capacity, in which proceeding he or she was adjudged liable on the directors and officers basis that he or she derived an improper personal benefit. Section 16-10a-903 of the Company and each Subsidiary as Revised Act provides that, unless limited by its articles of incorporation, a corporation shall indemnify an Indemnifiable Person who was successful, on the date hereof an insurance and indemnification policy that provides coverage for events occurring on merits or before otherwise, in the Closing Date (“D&O Insurance”) that is no less favorable than the Company’s existing policy ordefense of any proceeding, if substantially equivalent insurance coverage is unavailable, the best available coverage that can be obtained for an annual premium of not more than 150% of the last annual premium paid prior to the date of this Agreement, but in such case shall purchase as much coverage as reasonably practicable for such amount. The provisions of clause (iii) of the immediately preceding sentence shall be deemed to have been satisfied if prepaid policies have been obtained as of the Closing Date which 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 Closing Date. Each Covered Person shall be entitled to advancement of expenses incurred in the defense of any claim, actionissue or matter in the proceeding, suitto which he or she was a Party because he or she is or was an Indemnifiable Person of the corporation, against reasonable expenses (including attorneys’ fees) incurred in connection with the proceeding or investigation claim with respect to any matters subject which he or she has been successful. Section 16-10a-904 of the Revised Act provides that a corporation may pay for or reimburse the reasonable expenses (including attorneys’ fees) incurred by an Indemnifiable Person who is a Party to indemnificationa proceeding in advance of the final disposition of the proceeding, provided that any person to whom expenses are advanced undertakes, to upon the extent required by applicable Law, to repay such advanced expenses if it is ultimately determined that such person is not entitled to indemnification. The obligations under this Section 6.04 may not be terminated or modified in such a manner as to affect adversely any Covered Person without the consent satisfaction of such Covered Personcertain conditions.

Indemnification of Directors and Officers. For not less than six years from (a) From and after the ClosingEffective Time, the Purchaser shall (i) cause the Company and the Subsidiaries to indemnify Surviving Entity will indemnify, defend and hold harmless all past the present and present directors, officers, employees former officers and agents directors of the Company or any Subsidiary (when acting in such capacity) (each, an “Covered PersonsIndemnified Party” and together, the “Indemnified Parties”) (and will also, subject to Section 6.9(b), advance expenses as incurred to the same extent as such persons are indemnified as in effect as of the date hereof pursuant to the Company Charter, the Company Bylaws and otherwise to the fullest extent permitted under the DGCL, provided that the Person to whom expenses are advanced provides an undertaking to repay such advances if it is ultimately determined that such Person is not entitled to indemnification), against all losses, costs, expenses, claims, damages, judgments or liabilities incurred in connection with, any claim, action, suit, proceeding or investigation based in whole or in part on the fact that the Indemnified Party is or was an officer or director of the Company pertaining to any matter existing or occurring before or at the Effective Time and whether asserted or claimed before, at or after, the Effective Time (the “Indemnified Liabilities”); provided, however, that such indemnification will be provided only to the extent any directors’ and officers’ liability insurance policy of the Company does not provide coverage and actual payment thereunder with respect to the matters that would otherwise be subject to indemnification hereunder (it being understood that the Surviving Entity shall, subject to Section 6.9(b), advance expenses on a current basis as provided in this paragraph (a) notwithstanding such insurance coverage to the extent that payments thereunder have not yet been made, in which case the Surviving Entity shall be entitled to repayment of such advances from the proceeds of such insurance coverage). Parent and Merger Sub agree that all rights to indemnification, including provisions relating to advances of expenses incurred in defense of any action, suit or proceeding, whether civil, criminal, administrative or investigative (each, a “Claim”), existing in favor of the Indemnified Parties as provided in the Company Charter or Company Bylaws or pursuant to other agreements, as in effect as of the date hereof, with respect to matters occurring through the Effective Time, will survive the Merger and will continue in full force and effect for a period of not less than six years after the Effective Time. The Surviving Entity shall maintain in effect for not less than six years after the Effective Time the current level and scope of directors’ and officers’ liability insurance coverage as set forth in the Company’s current directors’ and officers’ liability insurance policy in effect as of the date of this Agreement by Agreement; provided, however, that in no event shall the Company or any Subsidiary pursuant Surviving Entity be required to the charter or bylaws of the Company or any Subsidiary or pursuant to any indemnification agreement with any Covered Persons in existence on the date hereof for acts or omissions occurring at or prior to the Closing, (ii) not permit the Company or any Subsidiary to amend its charter or bylaws to make less favorable to the Covered Persons any provision with respect to indemnification, advancement of expenses and exculpation and (iii) provide to the directors and officers of the Company and each Subsidiary as of the date hereof an insurance and indemnification policy that provides coverage for events occurring on or before the Closing Date (“D&O Insurance”) that is no less favorable than the Company’s existing policy or, if substantially equivalent insurance coverage is unavailable, the best available coverage that can be obtained for pay an annual premium for such insurance in excess of not more than 150120% of the last annual premium paid prior to the date of this Agreementhereof, but in such case shall purchase as much coverage as reasonably practicable it being understood that if the annual premiums payable for such insurance coverage exceed such amount. The provisions of clause (iii) of the immediately preceding sentence , Parent shall be deemed obligated to have been satisfied if prepaid policies have been obtained as of obtain a policy with the Closing Date which provide greatest coverage available for a cost equal to 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 Closing Date. Each Covered Person shall be entitled to advancement of expenses incurred in the defense of any claim, action, suit, proceeding or investigation with respect to any matters subject to indemnification, provided that any person to whom expenses are advanced undertakes, to the extent required by applicable Law, to repay such advanced expenses if it is ultimately determined that such person is not entitled to indemnification. The obligations under this Section 6.04 may not be terminated or modified in such a manner as to affect adversely any Covered Person without the consent of such Covered Personamount.

Indemnification of Directors and Officers. For not less than six years from Section 271B.8-510 of the Kentucky Revised Statutes empowers a Kentucky corporation to indemnify an individual (including his estate or personal representative) who was, is or is threatened to be made a party to a threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, and after whether formal or informal, because he is or was a director against liability incurred in the Closing, the Purchaser shall proceeding if: (i) he conducted himself in good faith; (ii) he reasonably believed, in the case of conduct in his official capacity with the corporation, that his conduct was in its best interests and, in all other cases, that his conduct was at least not opposed to its best interests; and (iii) in the case of any criminal proceeding, he had no reasonable cause to believe his conduct was unlawful. Indemnification may be made against the Company obligation to pay a judgment, settlement, penalty, fine or reasonable expenses (including counsel fees) incurred with respect to a proceeding, except that if the proceeding was by or in the right of the corporation, indemnification may be made only against reasonable expenses. Pursuant to Section 271B.8-530, a corporation may pay for or reimburse the reasonable expenses incurred by a director in advance of final disposition of the proceeding if (i) the director affirms to the corporation in writing his good faith belief that he has met the standard of conduct required for indemnification; (ii) the director undertakes the personal obligation to repay such advance upon an ultimate determination that he failed to meet such standard of conduct; and (iii) the Subsidiaries corporation determines that the facts then known to those making the determination would not preclude indemnification. A corporation may not indemnify a director under KRS 271B.8-510 in connection with a proceeding by or in the right of the corporation in which the director was adjudged liable to the corporation or in connection with any other proceeding charging improper personal benefit to him, whether or not involving action in his official capacity, in which he was adjudged liable on the basis that personal benefit was improperly received by him. Unless limited by the articles of incorporation, a director who has been wholly successful, on the merits or otherwise, in the defense of any proceeding to which he was a party because he is or was a director of the corporation is entitled to indemnification against reasonable expenses incurred by him in connection with the proceeding. Unless limited by its articles of incorporation, a Kentucky corporation may indemnify and hold harmless all past advance expenses to an officer, employee or agent of the corporation to the same extent that it may indemnify and present advance expenses to directors. The indemnification provided by or granted pursuant to Section 271B.8-510 is not exclusive of any rights to which those seeking indemnification may otherwise be entitled. Section 271B.8-570 empowers a Kentucky corporation to purchase and maintain insurance on behalf of its directors, officers, employees and or agents of the Company corporation, whether or any Subsidiary (“Covered Persons”) not the corporation would have the power under Sections 271B.8-510 or 271B.8-520 to the same extent as indemnify them against such persons are indemnified as of the date of this Agreement by the Company or any Subsidiary pursuant to the charter or bylaws of the Company or any Subsidiary or pursuant to any indemnification agreement with any Covered Persons in existence on the date hereof for acts or omissions occurring at or prior to the Closing, (ii) not permit the Company or any Subsidiary to amend its charter or bylaws to make less favorable to the Covered Persons any provision with respect to indemnification, advancement of expenses and exculpation and (iii) provide to the directors and officers of the Company and each Subsidiary as of the date hereof an insurance and indemnification policy that provides coverage for events occurring on or before the Closing Date (“D&O Insurance”) that is no less favorable than the Company’s existing policy or, if substantially equivalent insurance coverage is unavailable, the best available coverage that can be obtained for an annual premium of not more than 150% of the last annual premium paid prior to the date of this Agreement, but in such case shall purchase as much coverage as reasonably practicable for such amount. The provisions of clause (iii) of the immediately preceding sentence shall be deemed to have been satisfied if prepaid policies have been obtained as of the Closing Date which 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 Closing Date. Each Covered Person shall be entitled to advancement of expenses incurred in the defense of any claim, action, suit, proceeding or investigation with respect to any matters subject to indemnification, provided that any person to whom expenses are advanced undertakes, to the extent required by applicable Law, to repay such advanced expenses if it is ultimately determined that such person is not entitled to indemnification. The obligations under this Section 6.04 may not be terminated or modified in such a manner as to affect adversely any Covered Person without the consent of such Covered Personliability.

Indemnification of Directors and Officers. For not less than six years from and after the Closing(a) Each person who was or is a party or is threatened to be made a party or is otherwise involved in any action, the Purchaser shall suit or proceeding, whether civil, criminal, administrative or investigative (i) cause the Company and the Subsidiaries to indemnify and hold harmless all past and present directorshereinafter a "proceeding"), officers, employees and agents by reason of the Company fact that he or any Subsidiary (“Covered Persons”) to the same extent as such persons are indemnified as she is or was a director or officer of the date corporation, or of this Agreement by any predecessor corporation, or is or was a director or officer who is or was serving at the Company or any Subsidiary pursuant to the charter or bylaws request of the Company corporation as a director, officer, employee or any Subsidiary other agent of another corporation, a partnership, joint venture, trust or pursuant to any indemnification agreement with any Covered Persons in existence on the date hereof for acts or omissions occurring at or prior to the Closing, other enterprise (ii) not permit the Company or any Subsidiary to amend its charter or bylaws to make less favorable to the Covered Persons any provision including service with respect to indemnificationcorporation-sponsored employee benefit plans), advancement of expenses and exculpation and (iii) provide whether the basis at such proceeding is alleged action or inaction in an official capacity as a director or officer or in any other capacity while serving as a director or officer, shall, subject to the directors tents of any agreement between the corporation and officers such person, be indemnified and held harmless by the corporation to the fullest extent permissible under California law and the corporation's Articles, against all expense, liability and loss (including attorneys' fees, judgments, fines, ERISA excise taxes or penalties and amounts paid in settlement) actually and reasonably incurred or suffered by such person in connection therewith; provided, however, that amounts paid in settlement of a proceeding shall be payable only if the settlement is approved in writing by the corporation. Such indemnification shall continue as to a person who has ceased to be a director or officer for acts performed while a director or officer and shall inure to the benefit of his or her heirs, executors and administrators. Notwithstanding the foregoing, the corporation shall indemnify any such person in connection with a proceeding (or part thereof) initiated by such person only if such proceeding (or part thereof) was authorized by the Board of the Company and each Subsidiary as of the date hereof an insurance and indemnification policy that provides coverage for events occurring on or before the Closing Date (“D&O Insurance”) that is no less favorable than the Company’s existing policy or, if substantially equivalent insurance coverage is unavailable, the best available coverage that can be obtained for an annual premium of not more than 150% of the last annual premium paid prior to the date of this Agreement, but in such case shall purchase as much coverage as reasonably practicable for such amountcorporation. The provisions of clause (iii) of right to indemnification conferred in this Article shall include the immediately preceding sentence shall right to be deemed to have been satisfied if prepaid policies have been obtained as of paid by the Closing Date which 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 corporation the Closing Date. Each Covered Person shall be entitled to advancement of expenses incurred in the defense defending any proceeding in advance of any claim, action, suit, proceeding or investigation with respect to any matters subject to indemnification, provided that any person to whom expenses are advanced undertakes, final disposition to the fullest extent required permitted by applicable Lawlaw; provided, however, that the payment under this Article of such expenses in advance of the final disposition of a proceedings shall be conditioned upon the delivery to the corporation of a written request for such advance and of an undertaking by or on behalf of the director or officer to repay such all amounts so advanced expenses if it is shall be ultimately determined that such person director or officer is not entitled to indemnification. The obligations under this Section 6.04 may not be terminated or modified in such a manner as to affect adversely any Covered Person without the consent of such Covered Personindemnified.

Indemnification of Directors and Officers. For not less The Corporation, to the fullest extent permitted and in the manner required, by the laws of the State of Delaware as in effect from time to time shall indemnify in accordance with the following provisions of this Article any person who was or is made a party to or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding (including any appeal thereof), whether civil, criminal, administrative, regulatory or investigative in nature (other than six years from and after an action by or in the Closingright of the Corporation), by reason of the fact that such person is or was a director or officer of the Corporation, or, if at a time when he or she was a director or officer of the Corporation, is or was serving at the request of, or to represent the interests of, the Purchaser shall Corporation as a director, officer, partner, member, trustee, fiduciary, employee or agent (a “Subsidiary Officer”) of another corporation, partnership, joint venture, limited liability company, trust, employee benefit plan or other enterprise including any charitable or not-for-profit public service organization or trade association (an “Affiliated Entity”), against expenses (including attorneys’ fees and disbursements), costs, judgments, fines, penalties and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding if such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful; provided, however, that (i) cause the Company and the Subsidiaries Corporation shall not be obligated to indemnify and hold harmless all past and present directors, officers, employees and agents a director or officer of the Company Corporation or a Subsidiary Officer of any Subsidiary (“Covered Persons”) to the same extent as such persons are indemnified as of the date of this Agreement by the Company or any Subsidiary pursuant to the charter or bylaws of the Company or any Subsidiary or pursuant to any indemnification agreement with any Covered Persons in existence on the date hereof for acts or omissions occurring at or prior to the Closing, (ii) not permit the Company or any Subsidiary to amend its charter or bylaws to make less favorable to the Covered Persons any provision with respect to indemnification, advancement of expenses and exculpation and (iii) provide to the directors and officers of the Company and each Subsidiary as of the date hereof an insurance and indemnification policy that provides coverage for events occurring on or before the Closing Date (“D&O Insurance”) that is no less favorable than the Company’s existing policy or, if substantially equivalent insurance coverage is unavailable, the best available coverage that can be obtained for an annual premium of not more than 150% of the last annual premium paid prior to the date of this Agreement, but in such case shall purchase as much coverage as reasonably practicable for such amount. The provisions of clause (iii) of the immediately preceding sentence shall be deemed to have been satisfied if prepaid policies have been obtained as of the Closing Date which 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 Closing Date. Each Covered Person shall be entitled to advancement of Affiliated Entity against expenses incurred in the defense of any claim, connection with an action, suit, proceeding or investigation to which such person is threatened to be made a party but does not become a party unless such expenses were incurred with the approval of the Board of Directors, a committee thereof or the Chairman, a Vice Chairman or the President of the Corporation and (ii) the Corporation shall not be obligated to indemnify against any amount paid in settlement unless the Corporation has consented to such settlement. The termination of any action, suit or proceeding by judgment, order, settlement or conviction or upon a plea of nolo contendere or its equivalent shall not, of itself, create a presumption that the person did not act in good faith and in a manner which such person reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any matters subject to indemnificationcriminal action or proceeding, provided that any person to whom expenses are advanced undertakes, to the extent required by applicable Law, to repay such advanced expenses if it is ultimately determined that such person is not entitled had reasonable cause to indemnificationbelieve that his or her conduct was unlawful. The obligations under Notwithstanding anything to the contrary in the foregoing provisions of this Section 6.04 may paragraph, a person shall not be terminated entitled, as a matter of right, to indemnification pursuant to this paragraph against costs or modified expenses incurred in connection with any action, suit or proceeding commenced by such person against the Corporation or any Affiliated Entity or any person who is or was a manner director, officer, partner, member, fiduciary, employee or agent of the Corporation or a Subsidiary Officer of any Affiliated Entity in their capacity as to affect adversely any Covered Person without such, but such indemnification may be provided by the consent Corporation in a specific case as permitted by Section 6 of such Covered Personthis Article.

Indemnification of Directors and Officers. For not less The Corporation, to the fullest extent and in the manner permitted by the laws of the State of Delaware as in effect from time to time, shall indemnify in accordance with the following provisions of this Article VI any person (a “Covered Person”) who was or is made a party to, is threatened to be made a party to or is involved in any threatened, pending or completed action, suit or proceeding (including any appeal thereof), whether civil, criminal, administrative, regulatory or investigative in nature (other than six years from and after an action by or in the Closingright of the Corporation), by reason of the fact that such Covered Person is or was a director or officer of the Corporation, or, at a time when he or she was a director or officer of the Corporation, is or was serving at the request of, or to represent the interests of, the Purchaser shall Corporation as a director, officer, partner, member, trustee, fiduciary, employee or agent (ia “Subsidiary Officer”) cause of another corporation, partnership, joint venture, limited liability company, trust, employee benefit plan or other enterprise, including any charitable or not-for-profit public service organization or trade association (an “Affiliated Entity”), against expenses (including attorneys’ fees and disbursements), costs, judgments, fines, penalties and amounts paid in settlement actually and reasonably incurred by such Covered Person in connection with such action, suit or proceeding if such Covered Person acted in good faith and in a manner such Covered Person reasonably believed to be in or not opposed to the Company and the Subsidiaries to indemnify and hold harmless all past and present directors, officers, employees and agents best interests of the Company or any Subsidiary (“Covered Persons”) to the same extent as such persons are indemnified as of the date of this Agreement by the Company or any Subsidiary pursuant to the charter or bylaws of the Company or any Subsidiary or pursuant to any indemnification agreement with any Covered Persons in existence on the date hereof for acts or omissions occurring at or prior to the ClosingCorporation, (ii) not permit the Company or any Subsidiary to amend its charter or bylaws to make less favorable to the Covered Persons any provision with respect to indemnificationand, advancement of expenses and exculpation and (iii) provide to the directors and officers of the Company and each Subsidiary as of the date hereof an insurance and indemnification policy that provides coverage for events occurring on or before the Closing Date (“D&O Insurance”) that is no less favorable than the Company’s existing policy or, if substantially equivalent insurance coverage is unavailable, the best available coverage that can be obtained for an annual premium of not more than 150% of the last annual premium paid prior to the date of this Agreement, but in such case shall purchase as much coverage as reasonably practicable for such amount. The provisions of clause (iii) of the immediately preceding sentence shall be deemed to have been satisfied if prepaid policies have been obtained as of the Closing Date which 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 Closing Date. Each Covered Person shall be entitled to advancement of expenses incurred in the defense of any claim, action, suit, proceeding or investigation with respect to any matters subject criminal action or proceeding, had no reasonable cause to indemnificationbelieve his or her conduct was unlawful; provided, however, that the Corporation shall not be obligated to indemnify against any amount paid in settlement unless the Corporation has consented to such settlement. The termination of any action, suit or proceeding by judgment, order, settlement or conviction or upon a plea of nolo contendere or its equivalent shall not, of itself, create a presumption that the Covered Person did not act in good faith and in a manner which such Covered Person reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, that such Covered Person had reasonable cause to believe that his or her conduct was unlawful. Notwithstanding anything to the contrary in the foregoing provisions of this paragraph, a Covered Person shall not be entitled, as a matter of right, to indemnification pursuant to this paragraph against costs or expenses incurred in connection with any action, suit or proceeding commenced by such Covered Person against the Corporation or any Affiliated Entity or any person who is or was a director, officer, partner, member, trustee, fiduciary, employee or agent of the Corporation or a Subsidiary Officer of any Affiliated Entity in their capacity as such, but such indemnification may be provided by the Corporation in a specific case as permitted by Section 6.6 of this Article VI; provided that any person to whom expenses are advanced undertakessuch Covered Person shall, to the fullest extent required permitted by applicable Lawlaw, to repay such advanced expenses if it is ultimately determined that such person is not be entitled to indemnification. The obligations indemnification in connection with any action, suit or proceeding commenced by such Covered Person to enforce his or her rights under this Section 6.04 may not be terminated or modified in such a manner as to affect adversely any Covered Person without the consent of such Covered PersonArticle VI.

Indemnification of Directors and Officers. For not less than six years from and after Pursuant to our bylaws we have the Closing, the Purchaser shall (i) cause the Company and the Subsidiaries power to indemnify and hold harmless all past and present any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of CTT) by reason of the fact that such person is or was one of our directors, officers, employees or agents, or is or was serving at our request as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys' fees), judgments, fines and agents of the Company amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or any Subsidiary (“Covered Persons”) proceeding if such person acted in good faith and in a manner such person reasonably believed to the same extent as such persons are indemnified as of the date of this Agreement by the Company be in or any Subsidiary pursuant not opposed to the charter or bylaws of the Company or any Subsidiary or pursuant to any indemnification agreement with any Covered Persons in existence on the date hereof for acts or omissions occurring at or prior to the Closingour best interests, (ii) not permit the Company or any Subsidiary to amend its charter or bylaws to make less favorable to the Covered Persons any provision and, with respect to indemnificationany criminal action or proceeding, advancement had no reasonable cause to believe the person's conduct was unlawful. Our bylaws also give us the power to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in our right to procure a judgment in our favor by reason of the fact that such person is or was one of our directors, officers, employees or agents, or is or was serving at our request as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against expenses (including attorneys' fees) actually and exculpation reasonably incurred by such person in connection with the defense or settlement of such action or suit if such person acted in good faith and (iii) provide in a manner such person reasonably believed to be in or not opposed to our best interests and except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable for negligence or misconduct in the performance of such person's duty to us unless and only to the directors and officers extent that the Court of Chancery of Delaware or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the Company case, such person is fairly and each Subsidiary as reasonably entitled to indemnity for such expenses which such Court of the date hereof an insurance and indemnification policy Chancery or such other court shall deem proper. Our bylaws also provide that provides coverage for events occurring on or before the Closing Date (“D&O Insurance”) that is no less favorable than the Company’s existing policy or, if substantially equivalent insurance coverage is unavailable, the best available coverage that can be obtained for an annual premium of not more than 150% of the last annual premium paid prior to the date extent that one of this Agreementour directors, but in such case shall purchase as much coverage as reasonably practicable for such amount. The provisions of clause (iii) of officers, employees or agents has been successful on the immediately preceding sentence shall be deemed to have been satisfied if prepaid policies have been obtained as of the Closing Date which provide such directors and officers with coverage for an aggregate period of at least six years with respect to claims arising from facts merits or events that occurred on or before the Closing Date. Each Covered Person shall be entitled to advancement of expenses incurred otherwise in the defense of any action, suit or proceeding, or in defense of any claim, actionissue or matter therein, suitsuch person shall be indemnified against expenses (including attorneys' fees) actually and reasonably incurred by such person in connection therewith. Our bylaws further provide that our Board of Directors may by a vote of a majority of the full Board of Directors, proceeding or investigation with respect authorize us to any matters subject to indemnification, provided that purchase and maintain insurance on behalf of any person to whom expenses are advanced undertakeswho is or was one of our directors, to the extent required by applicable Lawofficers, to repay such advanced expenses if it employees or agents, or is ultimately determined that such person is not entitled to indemnification. The obligations under this Section 6.04 may not be terminated or modified in such was serving at our request as a manner as to affect adversely any Covered Person without the consent of such Covered Person.director,

Indemnification of Directors and Officers. For not less than six years from and after To the Closingfullest extent permitted by law, the Purchaser Corporation shall (i) cause the Company and the Subsidiaries to indemnify and hold harmless all past and present directorsits Directors, officers, employees employees, and agents other persons described in Corporations Code section 7237(a), including persons formerly occupying any such positions, against all expenses, judgments, fines, settlements, and other amounts actually and reasonably incurred by them in connection with any “proceeding,” as that term is used in that section, and including an action by or in the right of the Company Corporation, by reason of the fact that the person is or any Subsidiary (was a person described in that section. “Covered Persons”) Expenses,” as used in these By-laws, shall have the same meaning as in that section of the Corporations Code. On written request to the same extent as such persons Board by any person seeking indemnification under Corporations Code section 7237(b) or 7237(c), the Board shall promptly decide under Corporations Code section 7237(e) whether the applicable standard of conduct set forth in Corporations Code section 7237(b) or section 7237(c) has been met and, if so, the Board shall authorize indemnification. If the Board cannot authorize indemnification, because the number of Directors who are indemnified as of the date of this Agreement by the Company or any Subsidiary pursuant parties to the charter or bylaws of the Company or any Subsidiary or pursuant to any indemnification agreement with any Covered Persons in existence on the date hereof for acts or omissions occurring at or prior to the Closing, (ii) not permit the Company or any Subsidiary to amend its charter or bylaws to make less favorable to the Covered Persons any provision proceeding with respect to which indemnification is sought prevents the formation of a quorum of Directors who are not parties to that proceeding, the Board shall promptly call a meeting of Directing Members. At that meeting, the Directing Members shall determine under Corporations Code section 7237(e) whether the applicable standard of conduct has been met and, if so, the Directing Members present at the meeting in person or by proxy shall authorize indemnification. To the fullest extent permitted by law and except as otherwise determined by the Board in a specific instance, advancement expenses incurred by a person seeking indemnification under this Section of expenses and exculpation and (iii) provide to these By-laws in defending any proceeding covered by this Section shall be advanced by the directors and officers Corporation before final disposition of the Company and each Subsidiary as proceeding, on receipt by the Corporation of an undertaking by or on behalf of that person that the date hereof an insurance and indemnification policy that provides coverage for events occurring on or before the Closing Date (“D&O Insurance”) that is no less favorable than the Company’s existing policy or, if substantially equivalent insurance coverage is unavailable, the best available coverage that can advance will be obtained for an annual premium of not more than 150% 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 amount. The provisions of clause (iii) of the immediately preceding sentence shall be deemed to have been satisfied if prepaid policies have been obtained as of the Closing Date which 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 Closing Date. Each Covered Person shall be entitled to advancement of expenses incurred in the defense of any claim, action, suit, proceeding or investigation with respect to any matters subject to indemnification, provided that any person to whom expenses are advanced undertakes, to the extent required by applicable Law, to repay such advanced expenses if repaid unless it is ultimately determined found that such the person is not entitled to indemnification. The obligations under this Section 6.04 may not be terminated or modified in such a manner as to affect adversely any Covered Person without indemnified by the consent of such Covered PersonCorporation for those expenses.

Indemnification of Directors and Officers. For not less The corporation shall, to the extent legally permissible, indemnify each person who may serve or who has served at any time as a director or officer of the corporation or of any of its subsidiaries, or who at the request of the corporation may serve or at any time has served as a director, officer or trustee of, or in a similar capacity with, another organization or an employee benefit plan, against all expenses and liabilities (including counsel fees, judgments, fines, excise taxes, penalties and amounts payable in settlements) reasonably incurred by or imposed upon such person in connection with any threatened, pending or completed action, suit or other proceeding, whether civil, criminal, administrative or investigative, in which he may become involved by reason of his serving or having served in such capacity (other than six years from and after a proceeding voluntarily initiated by such person unless he is successful on the Closingmerits, the Purchaser shall (i) cause the Company and the Subsidiaries to indemnify and hold harmless all past and present directors, officers, employees and agents of the Company or any Subsidiary (“Covered Persons”) to the same extent as such persons are indemnified as of the date of this Agreement proceeding was authorized by the Company corporation or the proceeding seeks a declaratory judgment regarding his own conduct); provided that no indemnification shall be provided for any Subsidiary pursuant to the charter or bylaws of the Company or any Subsidiary or pursuant to any indemnification agreement with any Covered Persons in existence on the date hereof for acts or omissions occurring at or prior to the Closing, (ii) not permit the Company or any Subsidiary to amend its charter or bylaws to make less favorable to the Covered Persons any provision such person with respect to indemnificationany matter as to which he shall have been finally adjudicated in any proceeding not to have acted in good faith in the reasonable belief that his action was in the best interests of the corporation and, advancement with respect to any criminal action or proceeding, he had reasonable cause to believe his conduct was unlawful or, to the extent such matter relates to service with respect to any employee benefit plan, in the best interests of the participants or beneficiaries of such employee benefit plan; and provided, further, that as to any matter disposed of by a compromise payment by such person, pursuant to a consent decree or otherwise, the payment and indemnification thereof have been approved by the corporation, which approval shall not unreasonably be withheld, or by a court of competent jurisdiction. Such indemnification shall include payment by the corporation of expenses and exculpation and (iii) provide incurred in defending a civil or criminal action or proceeding in advance of the final disposition of such action or proceeding, upon receipt of an undertaking by the person indemnified to repay such payment if he shall be adjudicated to be not entitled to indemnification under this article, which undertaking may be accepted without regard to the directors and officers financial ability of the Company and each Subsidiary such person to make repayment. A person entitled to indemnification hereunder whose duties include service or responsibilities as of the date hereof an insurance and indemnification policy that provides coverage for events occurring on a fiduciary with respect to a subsidiary or before the Closing Date (“D&O Insurance”) that is no less favorable than the Company’s existing policy or, if substantially equivalent insurance coverage is unavailable, the best available coverage that can be obtained for an annual premium of not more than 150% of the last annual premium paid prior to the date of this Agreement, but in such case shall purchase as much coverage as reasonably practicable for such amount. The provisions of clause (iii) of the immediately preceding sentence other organization shall be deemed to have been satisfied if prepaid policies have been obtained as acted in good faith in the reasonable belief that his action was in the best interests of the Closing Date which provide corporation if he acted in good faith in the reasonable belief that his action was in the best interests of such directors and officers subsidiary or organization or of the participants or beneficiaries of, or other persons with coverage for an aggregate period interests in, such subsidiary or organization to whom he had a fiduciary duty. For purposes of at least six years with respect to claims arising from facts or events that occurred on or before the Closing Date. Each Covered Person shall be determining whether a person is entitled to advancement of expenses incurred in indemnification hereunder, the defense termination of any claim, action, suitsuit or other proceeding by judgment, proceeding order, settlement (with or investigation without court approval), conviction, or upon a plea of nolo contendere, or its equivalent, shall not create a presumption that the person did not act in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any matters subject criminal action or proceeding, had reasonable cause to believe that his conduct was unlawful. Where indemnification hereunder requires authorization or approval by the corporation, such authorization or approval shall be conclusively deemed to have been obtained, and in any case where a director of the corporation approves the payment of indemnification, provided that any person to whom expenses are advanced undertakessuch director shall be wholly protected, to the extent required by applicable Law, to repay such advanced expenses if it is ultimately determined that such person is not entitled to indemnification. The obligations under this Section 6.04 may not be terminated or modified in such a manner as to affect adversely any Covered Person without the consent of such Covered Person.if:

Indemnification of Directors and Officers. For not less than six years from and after Section 145 of the ClosingDelaware General Corporation Law (the “DGCL”) permits a corporation, the Purchaser shall (i) cause the Company and the Subsidiaries under specified circumstances, to indemnify and hold harmless all past and present its directors, officers, employees and agents against expenses (including attorneys’ fees) and other liabilities actually and reasonably incurred by them as a result of any suit (other than a suit brought by or in the right of the Company corporation) brought against them in their capacity as such, if they acted in good faith and in a manner they reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any Subsidiary criminal action or proceeding, if they had no reasonable cause to believe their conduct was unlawful. Section 145 of the DGCL also provides that directors, officers, employees and agents may also be indemnified against expenses (including attorneys’ fees) incurred by them in connection with a suit brought by or in the right of the corporation if they acted in good faith and in a manner they reasonably believed to be in or not opposed to the best interests of the corporation, except that no indemnification may be made, unless otherwise determined by the court, if such person was adjudged liable to the corporation. The DGCL also provides that the indemnification described above will not be deemed exclusive of other indemnification that may be granted by a corporation pursuant to its by-laws, disinterested directors’ vote, stockholders’ vote, agreement or otherwise. The DGCL also provides corporations with the power to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation in a similar capacity for another corporation, partnership, joint venture, trust or other enterprise, against any liability asserted against him or her in any such capacity, or arising out of his or her status, whether or not the corporation would have the power to indemnify him or her against such liability as described above. As permitted by section 102 of the DGCL, the Registrant’s Amended and Restated Certificate of Incorporation (“Covered PersonsCertificate of Incorporation”) ), eliminates the liability of a director to the same extent as such persons are indemnified as Registrant and its stockholders for monetary damages for breach of a director’s fiduciary duty except for liability under section 174 of the date DGCL, for any breach of this Agreement by the Company or any Subsidiary pursuant director’s duty of loyalty to the charter Registrant or bylaws of the Company or any Subsidiary or pursuant to any indemnification agreement with any Covered Persons in existence on the date hereof its stockholders, for acts or omissions occurring at not in good faith or prior which involve intentional misconduct or a knowing violation of law or for any transaction from which the director derived an improper personal benefit. The Registrant’s Amended and Restated Bylaws (“By-laws”) provide that to the Closingfullest extent permitted by applicable law as then in effect, the Registrant shall indemnify any person (ii) not permit the Company or any Subsidiary to amend its charter or bylaws to make less favorable to the Covered Persons any provision with respect to indemnification, advancement of expenses and exculpation and (iii) provide to the directors and officers of the Company and each Subsidiary as of the date hereof an insurance and indemnification policy that provides coverage for events occurring on or before the Closing Date (“D&O InsuranceIndemnitee”) that who was or is no less favorable than the Company’s existing policy orinvolved in any manner (including, if substantially equivalent insurance coverage without limitation, as a party or witness) or was or is unavailablethreatened to be made so involved in any threatened, the best available coverage that can be obtained for an annual premium of not more than 150% of the last annual premium paid prior to the date of this Agreementpending or completed investigation, but in such case shall purchase as much coverage as reasonably practicable for such amount. The provisions of clause (iii) of the immediately preceding sentence shall be deemed to have been satisfied if prepaid policies have been obtained as of the Closing Date which 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 Closing Date. Each Covered Person shall be entitled to advancement of expenses incurred in the defense of any claim, action, suitsuit or proceeding, whether civil, criminal, administrative, or investigative (including, without limitation, any action or proceeding by or investigation in the right of the Registrant to procure a judgment in its favor) (a “Proceeding”), by reason of the fact that he is or was a director or officer of the Registrant, or is or was serving at the request of the Registrant as a director or officer of another corporation, or of a partnership, joint venture, trust or other enterprise (including, without limitation, service with respect to any matters subject employee benefit plan), whether the basis of any such Proceeding is alleged action in an official capacity as director or officer or in any other capacity while serving as a director or officer, against all expenses, liability and loss (including, without limitation, attorneys’ fees, judgments, fines, ERISA excise taxes or penalties, and amounts paid or to indemnification, provided that any be paid in settlement) actually and reasonably incurred by him in connection with such Proceeding. Such indemnification shall continue as to a person who has ceased to whom expenses are advanced undertakes, be a director or officer and shall inure to the extent required benefit of his heirs, executors, administrators and legal representatives. The right to indemnification conferred in the By-laws includes the right to receive payment of any expenses incurred by the Indemnitee in connection with such Proceeding in advance of the final disposition of the Proceeding, consistent with applicable Law, to repay such advanced expenses if it is ultimately determined that such person law as then in effect. The above discussion of the DGCL and the Certificate of Incorporation and By-laws is not entitled intended to indemnificationbe exhaustive and is qualified in its entirety by such statutes, the Certificate of Incorporation and the By-laws. The obligations under this Section 6.04 may not be terminated or modified in such a manner as to affect adversely any Covered Person without Registrant maintains liability insurance for the consent benefit of such Covered Personits directors and officers.

Indemnification of Directors and Officers. (a) For not less than a period of six years from and after following the ClosingEffective Time, the Purchaser Surviving Corporation shall (i) cause the Company and the Subsidiaries to indemnify indemnify, defend and hold harmless all past current and present directors, officers, employees and agents of the Company or any Subsidiary (“Covered Persons”) to the same extent as such persons are indemnified as of the date of this Agreement by the Company or any Subsidiary pursuant to the charter or bylaws of the Company or any Subsidiary or pursuant to any indemnification agreement with any Covered Persons in existence on the date hereof for acts or omissions occurring at or prior to the Closing, (ii) not permit the Company or any Subsidiary to amend its charter or bylaws to make less favorable to the Covered Persons any provision with respect to indemnification, advancement of expenses and exculpation and (iii) provide to the former directors and officers of the Company and each Subsidiary its Subsidiaries (in their capacities as such) (each, a “Company Indemnified Party” and, collectively, the “Company Indemnified Parties”) from and against any Damages incurred by such Company Indemnified Party by reason of: (i) any act or omission or alleged act or omission performed or omitted to be performed on behalf of the date hereof an insurance Company or its Subsidiaries or otherwise in connection with the business of the Company or its Subsidiaries; or (ii) the fact that he or she is or was a director or officer of the Company or its Subsidiaries, whether asserted or claimed prior to, at or after the Effective Time, to the fullest extent permitted under the DGCL (it being understood that the DGCL requires that a Company Indemnified Party must have acted in good faith and indemnification policy that provides coverage for events occurring on in a manner such Person reasonably believed to be in or before the Closing Date (“D&O Insurance”) that is no less favorable than the Company’s existing policy or, if substantially equivalent insurance coverage is unavailable, not opposed to the best available coverage that can be obtained for an annual premium of not more than 150% interests of the last annual premium paid prior to the date of this AgreementCompany and its Subsidiaries, but in such case shall purchase as much coverage as reasonably practicable for such amount. The provisions of clause (iii) of the immediately preceding sentence shall be deemed to have been satisfied if prepaid policies have been obtained as of the Closing Date which 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 Closing Date. Each Covered Person shall be entitled to advancement of expenses incurred in the defense of any claim, action, suit, proceeding or investigation with respect to any matters subject criminal action or proceeding, had no reasonable cause to indemnificationbelieve the conduct was unlawful), provided that any person to whom expenses are advanced undertakes, to indemnification agreements existing on the extent required by applicable Law, to repay such advanced expenses if it is ultimately determined that such person is not entitled to indemnificationdate hereof or the Company Organizational Documents or the Subsidiaries’ Organizational Documents in effect on the date hereof. The obligations under this Section 6.04 may Surviving Corporation shall ensure that the provisions in the Certificate of Incorporation and By‑laws of the Surviving Corporation allowing for the indemnification of the Company Indemnified Parties and the provision of insurance for the Company Indemnified Parties shall not be terminated or modified amended in such a manner as to affect adversely any Covered Person without that would limit the consent scope of such Covered Personindemnification and insurance.

Indemnification of Directors and Officers. For not less than six years from and after To the Closingfullest extent permitted by law, the Purchaser Corporation shall (i) cause the Company and the Subsidiaries to indemnify and hold harmless all past and present directorsits Directors, officers, employees employees, and agents other persons described in Corporations Code section 7237(a), including persons formerly occupying any such positions, against all expenses, judgments, fines, settlements, and other amounts actually and reasonably incurred by them in connection with any “proceeding,” as that term is used in that section, and including an action by or in the right of the Company Corporation, by reason of the fact that the person is or any Subsidiary (was a person described in that section. “Covered Persons”) Expenses,” as used in these By-laws, shall have the same meaning as in that section of the Corporations Code. On written request to the same extent as such persons Board by any person seeking indemnification under Corporations Code section 7237(b) or 7237(c), the Board shall promptly decide under Corporations Code section 7237(e) whether the applicable standard of conduct set forth in Corporations Code section 7237(b) or section 7237(c) has been met and, if so, the Board shall authorize indemnification. If the Board cannot authorize indemnification, because the number of Directors who are indemnified as of the date of this Agreement by the Company or any Subsidiary pursuant parties to the charter or bylaws of the Company or any Subsidiary or pursuant to any indemnification agreement with any Covered Persons in existence on the date hereof for acts or omissions occurring at or prior to the Closing, (ii) not permit the Company or any Subsidiary to amend its charter or bylaws to make less favorable to the Covered Persons any provision proceeding with respect to which indemnification is sought prevents the formation of a quorum of Directors who are not parties to that proceeding, the Board shall promptly call a meeting of Promoters. At that meeting, the Promoters shall determine under Corporations Code section 7237(e) whether the applicable standard of conduct has been met and, if so, the Promoters present at the meeting in person or by proxy shall authorize indemnification. To the fullest extent permitted by law and except as otherwise determined by the Board in a specific instance, advancement expenses incurred by a person seeking indemnification under this Section of expenses and exculpation and (iii) provide to these By-laws in defending any proceeding covered by this Section shall be advanced by the directors and officers Corporation before final disposition of the Company and each Subsidiary as proceeding, on receipt by the Corporation of an undertaking by or on behalf of that person that the date hereof an insurance and indemnification policy that provides coverage for events occurring on or before the Closing Date (“D&O Insurance”) that is no less favorable than the Company’s existing policy or, if substantially equivalent insurance coverage is unavailable, the best available coverage that can advance will be obtained for an annual premium of not more than 150% 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 amount. The provisions of clause (iii) of the immediately preceding sentence shall be deemed to have been satisfied if prepaid policies have been obtained as of the Closing Date which 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 Closing Date. Each Covered Person shall be entitled to advancement of expenses incurred in the defense of any claim, action, suit, proceeding or investigation with respect to any matters subject to indemnification, provided that any person to whom expenses are advanced undertakes, to the extent required by applicable Law, to repay such advanced expenses if repaid unless it is ultimately determined found that such the person is not entitled to indemnification. The obligations under this Section 6.04 may not be terminated or modified in such a manner as to affect adversely any Covered Person without indemnified by the consent of such Covered PersonCorporation for those expenses.