Common use of Indemnification of Directors and Officers Clause in Contracts

Indemnification of Directors and Officers. Section 5.9.1 Notwithstanding the provisions set forth in Section 2.4, Parent and the Surviving Corporation agree that the indemnification obligations set forth in the Company Certificate and the Company Bylaws shall survive the Merger and shall not be amended, repealed or otherwise modified for a period of six years after the Effective Time in any manner that would adversely affect the rights thereunder of any individual who on or prior to the Effective Time was a director, officer, trustee, fiduciary, employee or agent of the Company or any Company Subsidiary or who served at the request of the Company or any Company Subsidiary as a director, officer, trustee, partner, fiduciary, employee or agent of another corporation, partnership, joint venture, trust, pension or other employee benefit plan or enterprise, unless such amendment or modification is required by Law. The individuals to whom this Section 5.9.1 applies shall be intended third party beneficiaries of this Section 5.9. Section 5.9.2 For six years from the Effective Time, the Surviving Corporation shall provide to the Company's directors and officers (as of the date hereof and as of the Effective Time) an insurance and indemnification policy that provides coverage for events occurring prior to the Effective Time (the "D&O Insurance") that is no less favorable than the Company's existing policy (true and complete copies which have been previously provided to Parent) or, if substantially equivalent insurance coverage is unavailable, the best available coverage; provided, however, that the Surviving Corporation shall not be required to pay an annual premium for the D&O Insurance in excess of 250% of the last annual premium paid prior to the date of this Agreement, which premium the Company represents and warrants to be approximately $415,000. The provisions of the immediately preceding sentence shall be deemed to have been satisfied if prepaid policies have been obtained prior to the Effective Time for purposes of this Section 5.9, which policies provide such directors and officers with coverage for an aggregate period of six years with respect to claims arising from facts or events that occurred on or before the Effective Time, including, without limitation, in respect of the transactions contemplated by this Agreement. If such prepaid policies have been obtained prior to the Effective Time, Parent shall, and shall cause the Surviving Corporation to, maintain such policies in full force and effect, and continue to honor the obligations thereunder. The directors and officers to whom this Section 5.9.2 applies shall be intended third party beneficiaries of this Section 5.9.2.

Indemnification of Directors and Officers. Section 5.9.1 Notwithstanding 5.11.1 After the provisions set forth Effective Time, through the sixth anniversary of the Effective Time, the Surviving Corporation shall indemnify and hold harmless each present (as of the Effective Time) and former officer and director of the Company or any Company Subsidiary (the "Indemnified Parties"), against all claims, losses, liabilities, damages, judgments, fines and reasonable fees, costs and expenses (including reasonable attorneys' fees and expenses) incurred in connection with any claim, action, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of or pertaining to such officer's or director's actions taken in good faith (and in a manner reasonably believed to be in or not opposed to the best interests of the Company) with respect to the Merger and this Agreement, whether asserted or claimed prior to, at or after the Effective Time, to the fullest extent permitted under applicable law and to the same extent as provided in the Company Certificate or Company By-Laws in effect on the date hereof; provided that no Indemnified Party may settle any such claim without the prior approval of the Surviving Corporation (which approval shall not be unreasonably withheld or delayed). Section 2.4, 5.11.2 Parent and the Surviving Corporation agree that the indemnification obligations set forth in the Company Certificate and the Company Bylaws By-laws, in each case as of the date of this Agreement, shall survive the Merger (and, prior to the Effective Time, Parent shall cause the Certificate of Incorporation and By-laws of Merger Sub to reflect such provisions) and shall not be amended, repealed or otherwise modified for a period of six years after the Effective Time in any manner that would adversely affect the rights thereunder of any individual who on or prior to the Effective Time was a director, officer, trustee, fiduciary, employee or agent of the Company or any Company Subsidiary or who served at the request of the Company or any Company Subsidiary as a director, officer, trustee, partner, fiduciary, employee or agent of another corporation, partnership, joint venture, trust, pension or other employee benefit plan or enterprise, unless such amendment or modification is required by Law. The individuals to whom this Section 5.9.1 applies shall be intended third party beneficiaries of this Section 5.9. Section 5.9.2 5.11.3 For six years from the Effective Time, the Surviving Corporation shall provide to the Company's current and former directors and officers (as of the date hereof and as of the Effective Time) an insurance and indemnification policy that provides coverage for events occurring prior to the Effective Time (the "D&O Insurance") that is no less favorable than the Company's existing policy (true and complete copies which have been previously provided to Parent) or, if substantially equivalent insurance coverage is unavailable, the best available coverage; provided, however, that the Surviving Corporation shall not be required to pay an annual premium for the D&O Insurance in excess of 250200% of the last annual premium paid prior to the date of this Agreement, which premium the Company represents and warrants to be approximately $415,000360,000. The provisions of the immediately preceding sentence shall be deemed to have been satisfied if prepaid policies have been obtained prior to the Effective Time for purposes of this Section 5.95.11.3, which policies provide such directors and officers with coverage for an aggregate period of six three years with respect to claims arising from facts or events that occurred on or before the Effective Time, including, without limitation, in respect of the transactions contemplated by this Agreement. If such prepaid policies have been obtained prior to the Effective Time, Parent shall, and shall cause the Surviving Corporation to, maintain such policies in full force and effect, and continue to honor the obligations thereunder. The directors and officers obligations under this Section 5.11 shall not be terminated or modified in such a manner as to adversely affect any indemnitee to whom this Section 5.9.2 5.11 applies without the consent of such affected indemnitee (it being expressly agreed that the indemnitees to whom this Section 5.11 applies shall be intended third party beneficiaries of this Section 5.9.25.11). Section 5.11.4 In the event Parent or the Surviving Corporation (A) consolidates with or merges into any other person and shall not be the continuing or surviving corporation or entity of such consolidation or merger or (B) transfers all or substantially all of its properties and assets to any person, then, and in each such case, proper provisions shall be made so that such continuing or surviving corporation or entity or transferee of such assets, as the case may be, shall assume the obligations set forth in this Section 5.11.

Indemnification of Directors and Officers. Section 5.9.1 Notwithstanding the provisions set forth in Section 2.4, 5.10.1 Parent and the Surviving Corporation agree that the indemnification obligations set forth in the Company Certificate Articles and the Company Bylaws shall survive the Merger (and, prior to the Effective Time, Parent shall cause the Articles of Incorporation and Bylaws of Merger Sub to reflect such provisions) and shall not be amended, repealed or otherwise modified for a period of six years after during the Effective Time Tail Policy Period in any manner that would adversely affect the rights thereunder of any individual who on or prior to the Effective Time was a director, officer, trustee, fiduciary, employee or agent of the Company or any Company Subsidiary or who served at the request of the Company or any Company Subsidiary as a director, officer, trustee, partner, fiduciary, employee or agent of another corporation, partnership, joint venture, trust, pension or other employee benefit plan or enterprise, unless such amendment or modification is required by Law. The individuals to whom this Section 5.9.1 applies shall be intended third party beneficiaries In the event that Parent does not operate the business and assets of this Section 5.9. Section 5.9.2 For six years from the Effective Time, the Surviving Corporation shall provide to in a manner that maintains the level (including, without limitation, the creditworthiness and financial capability of the Surviving Corporation) of indemnification for the Company's directors and officers (as of the date hereof and existing as of the Effective Time) an , Parent will provide indemnification of the Company's directors, officers and other indemnified persons no less favorable to such persons to that existing at the Effective Time. All rights under this Section 5.10.1 in respect of any claim asserted prior to the end of the Tail Policy Period shall continue until the disposition of such claim. Section 5.10.2 Prior to the mailing of the Proxy Statement, the Company shall obtain a prepaid insurance and indemnification policy that provides coverage for events occurring prior to the Effective Time with a term (the "D&O InsuranceTail Policy Period") that is no less favorable than of up to six (6) years providing the Company's existing policy (true and complete copies which have been previously provided to Parent) or, if substantially equivalent insurance coverage is unavailable, the best available coverage; provided, however, that the Surviving Corporation shall not be required to pay an annual premium for the D&O Insurance in excess of 250% of the last annual premium paid prior to the date of this Agreement, which premium the Company represents and warrants to be approximately $415,000. The provisions of the immediately preceding sentence shall be deemed to have been satisfied if prepaid policies have been obtained prior to the Effective Time for purposes of this Section 5.9, which policies provide such current directors and officers with coverage for an aggregate period of six years with respect to claims arising from facts or events that occurred on or before prior to the Effective Time, including, without limitation, in respect of the transactions contemplated by this AgreementAgreement (the "D&O Insurance"). If In the event that the total premiums for the D&O Insurance exceed $770,000 in cash, the Aggregate Merger Consideration shall be reduced, on a dollar-for-dollar basis, by the amount of such prepaid policies have been obtained prior to the Effective Time, excess. Parent shall, and shall cause the Surviving Corporation to, maintain such policies the D&O Insurance in full force and effect, and continue to honor the obligations thereunder. Section 5.10.3 In the event Parent or the Surviving Corporation (A) consolidates with or merges into any other person and shall not be the continuing or surviving corporation or entity of such consolidation or merger, or otherwise dissolves the Surviving Corporation, or (B) transfers all or substantially all of its properties and assets to any person, then, and in each such case, proper provisions shall be made so that such continuing or surviving corporation or entity or transferee of such assets, as the case may be, shall assume Parent's or the Surviving Corporation's, as the case may be, obligations set forth in this Section 5.10. No such assumption shall affect or diminish the obligations of Parent or the Surviving Corporation set forth in this Section 5.10. Section 5.10.4 The directors and officers obligations under this Section 5.10 shall not be terminated or modified in such a manner as to adversely affect any indemnitee to whom this Section 5.9.2 5.10 applies without the consent of such affected indemnitee (it being expressly agreed that the indemnitees to whom this Section 5.10 applies shall be intended third party beneficiaries of this Section 5.9.25.10).

Indemnification of Directors and Officers. Section 5.9.1 Notwithstanding 6.4.1 To the fullest extent not prohibited by applicable Law, from and after the Closing, all rights to indemnification now existing in favour of each present and former director or officer of the Corporation or a Subsidiary (each, together with such person’s heirs, executors or administrators, a “D&O Indemnified Person” and collectively, the “D&O Indemnified Persons”) with respect to their activities as such prior to, on or after the date of the Closing, as provided in each of the respective Constating Documents or indemnification agreements of the Corporation or a Subsidiary in effect on the date of such activities or otherwise in effect on the Closing Date, shall survive the Closing and shall continue in full force and effect for a period of not less than six years from the Closing Date; provided, that in the event any Claim or Claims are asserted or made within such survival period, all such rights to indemnification in respect of any Claim or Claims shall continue until final disposition of such Claim or Claims. 6.4.2 On or prior to the Closing, the Corporation shall, as of the Closing, obtain and fully pay for, at the Sellers’ expense, non-cancellable “tail” insurance policies with a claims period of at least six years from and after the Closing from insurance carriers with the same or better claims-paying ability ratings as the Corporation’s current insurance carriers with respect to directors’ and officers’ liability insurance policies and fiduciary liability insurance policies (collectively, “D&O Insurance”), for the persons who are covered by the Corporation’s existing D&O Insurance, with terms, conditions, retentions and levels of coverage at least as favourable as the Corporation’s existing D&O Insurance with respect to matters existing or occurring at or prior to the Closing. 6.4.3 In the event that, after the date of Closing, any of the Corporation, a Subsidiary or the Buyer or any of their respective successors or assigns (i) consolidates with or merges into any other Person and shall not be the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers all or a substantial portion of its properties and assets to any Person, then, and in either such case, proper provisions set forth in Section 2.4, Parent and the Surviving Corporation agree shall be made so that the indemnification successors and assigns of each of the corporation, a Subsidiary or the Buyer, as the case may be, shall assume the obligations set forth in the Company Certificate and the Company Bylaws shall survive the Merger and shall not be amended, repealed or otherwise modified for a period of six years after the Effective Time in any manner that would adversely affect the rights thereunder of any individual who on or prior to the Effective Time was a director, officer, trustee, fiduciary, employee or agent of the Company or any Company Subsidiary or who served at the request of the Company or any Company Subsidiary as a director, officer, trustee, partner, fiduciary, employee or agent of another corporation, partnership, joint venture, trust, pension or other employee benefit plan or enterprise, unless such amendment or modification is required by Law. The individuals to whom this Section 5.9.1 applies shall be intended third party beneficiaries 6.4. 6.4.4 The provisions of this Section 5.9. Section 5.9.2 For six years from 6.4 are intended to be for the Effective Timebenefit of, the Surviving Corporation and shall provide to the Company's directors be enforceable by, each D&O Indemnified Person, his or her heirs, executors or administrators and officers (as of the date hereof his or her other Representatives and as of the Effective Time) an insurance and indemnification policy that provides coverage for events occurring prior to the Effective Time (the "D&O Insurance") that is no less favorable than the Company's existing policy (true and complete copies which have been previously provided to Parent) or, if substantially equivalent insurance coverage is unavailable, the best available coverage; provided, however, that the Surviving Corporation shall cannot be required amended in a manner adverse to pay an annual premium a D&O Indemnified Person without such Person’s consent. The Parties agree that each D&O Indemnified Person (including his or her heirs, executors or administrators and his or her other Representatives) is intended to be, and shall be, a third party beneficiary of this Agreement for the D&O Insurance in excess of 250% of the last annual premium paid prior to the date of this Agreement, which premium the Company represents and warrants to be approximately $415,000. The provisions of the immediately preceding sentence shall be deemed to have been satisfied if prepaid policies have been obtained prior to the Effective Time for purposes purpose of this Section 5.9, which policies provide such directors and officers with coverage for an aggregate period of six years with respect to claims arising from facts or events that occurred on or before the Effective Time, including, without limitation, in respect of the transactions contemplated by this Agreement. If such prepaid policies have been obtained prior to the Effective Time, Parent shall, and shall cause the Surviving Corporation to, maintain such policies in full force and effect, and continue to honor the obligations thereunder. The directors and officers to whom this Section 5.9.2 applies shall be intended third party beneficiaries of this Section 5.9.26.4.

Indemnification of Directors and Officers. Section 5.9.1 Notwithstanding the provisions set forth in Section 2.4, (a) Parent and the Surviving Corporation agree that the indemnification obligations set forth in the Company Certificate Organizational Documents (including without limitation elimination of liability, indemnification and the Company Bylaws advancement of expenses) shall survive the Merger (and, prior to the Effective Time, Parent shall cause the Organizational Documents of Merger Sub to reflect such provisions) and shall not be amended, repealed or otherwise modified for a period of six (6) years after the Effective Time in any manner that would adversely affect the rights thereunder of any individual who on or prior to the Effective Time was a director, officer, trustee, fiduciary, employee or agent of the Company or any Company Subsidiary or who served at the request of the Company or any Company Subsidiary as a director, officer, trustee, partner, fiduciary, employee or agent of another corporation, partnership, joint venture, trust, pension or other employee benefit plan or enterprise, unless such amendment or modification is required by Law. The individuals to whom this Section 5.9.1 applies shall be intended third party beneficiaries of this Section 5.9. Section 5.9.2 For six years from the Effective Time, the Surviving Corporation (b) The Company shall purchase one or more prepaid policies to provide to the Company's ’s current directors and officers (as of the date hereof and as of the Effective Time) an insurance and indemnification policy that provides for six (6) years from the Appointment Time, coverage for events occurring prior to the Effective Time (the "D&O Insurance") that is no less favorable than the Company's ’s existing policy (true and complete copies which have been previously provided to Parent) or, if substantially equivalent insurance coverage is unavailable, the best available coveragecoverage for the period of six (6) years from the Appointment Time; provided, however, that prior consent from Parent shall be necessary if the Surviving Corporation shall not be required to pay an annual premium for the D&O Insurance in excess of 250% of the last annual premium paid prior total cost to the date of this Agreement, which premium the Company represents and warrants to be approximately $415,000. The provisions of the immediately preceding sentence shall be deemed to have been satisfied if prepaid policies have been obtained prior to the Effective Time for purposes of this Section 5.9, which policies provide such directors and officers with coverage for an aggregate period of six years with respect to claims arising from facts or events that occurred on or before the Effective Time, including, without limitation, in respect of the transactions contemplated by this Agreement. If such prepaid policies have been obtained prior to the Effective Time, is more than $500,000. Parent shall, and shall cause the Surviving Corporation Company to, maintain any such prepaid policies purchased by the Company prior to the Appointment Time in full force and effect, and continue to honor the obligations thereunder. The directors and officers obligations under this Section 5.14 shall not be terminated or modified in such a manner as to adversely affect any indemnitee to whom this Section 5.9.2 5.14 applies without the consent of such affected indemnitee (it being expressly agreed that the indemnitees to whom this Section 5.14 applies shall be intended third party beneficiaries of this Section 5.9.25.14). (c) In the event Parent or the Surviving Corporation (or the surviving corporation in the Second Merger) (i) consolidates with or merges into any other Person and shall not be the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers all or substantially all of its properties and assets to any Person, then, and in each such case, proper provisions shall be made so that such continuing or surviving corporation or entity or transferee of such assets, as the case may be, shall assume the obligations set forth in this Section 5.14. (d) The provisions of this Section 5.14 shall inure to the benefit of, and be enforceable by, each individual identified in Section 5.14(a) and his or her heirs and representatives, and are in addition to and not in substitution for, any other right to indemnification or contribution that such person may have under the Organizational Documents of the Company or the Surviving Corporation, under any acquisition contract, under the Law or otherwise. These rights shall survive consummation of the Merger and are intended to benefit, and shall be enforceable by, each such indemnified Person under this Section 5.14. (e) Notwithstanding any other provision in this Agreement to the contrary, the provisions of this Section 5.14 may not be amended or modified without the approval of each of the individuals identified in Section 5.14(a), except that prior to the Appointment Time this Section 5.14 may be amended with the concurrence of all of the members of the Company Board then in office.

Indemnification of Directors and Officers. Section 5.9.1 Notwithstanding the provisions set forth in Section 2.4, (a) Parent and the Surviving Corporation Company agree that the indemnification obligations set forth in the Company Certificate and Certificate, the Company Bylaws and any Company indemnification agreements shall survive the Merger and shall not be amended, repealed or otherwise modified for a period of six (6) years after the Effective Time in any manner that would adversely affect the rights thereunder of any individual who on or prior to the Effective Time was a director, officer, trustee, fiduciary, employee or agent of the Company or any Company Subsidiary of its Subsidiaries or who served at the request of the Company or any Company Subsidiary of its Subsidiaries as a director, officer, trustee, partner, fiduciary, employee or agent of another corporation, partnership, joint venture, trust, pension or other employee benefit plan or enterprise, unless such amendment or modification is required by applicable Law. The individuals to whom this Section 5.9.1 applies shall be intended third party beneficiaries of this Section 5.9. Section 5.9.2 (b) For six (6) years from the Effective Time, the Surviving Corporation Parent shall provide to the Company's ’s current directors and officers (as of the date hereof and as of the Effective Time) an insurance and indemnification policy that provides coverage for events occurring prior to the Effective Time (the "“D&O Insurance"”) that is with a $10,000,000 limit and other terms which are no less favorable than the Company's ’s existing policy (true and complete copies which have been previously provided to Parent) or, if substantially equivalent insurance coverage is unavailable, the best available coverage; provided, however, that the Surviving Corporation Parent shall not be required to pay an annual premium for the D&O Insurance in excess of 250% $1,000,000. (c) In the event Parent (i) consolidates with or merges into any other person and shall not be the continuing or surviving corporation or entity of the last annual premium paid prior such consolidation or merger or (ii) transfers all or substantially all of its properties and assets to the date of this Agreementany person, which premium the Company represents then, and warrants to be approximately $415,000. The in each such case, proper provisions of the immediately preceding sentence shall be deemed to have been satisfied if prepaid policies have been obtained prior to made so that such continuing or surviving corporation or entity or transferee of such assets, as the Effective Time for purposes of case may be, shall assume the obligations set forth in this Section 5.9, which policies provide 5.12. (d) The obligations under this Section 5.12 shall not be terminated or modified in such directors and officers with coverage for an aggregate period of six years with respect a manner as to claims arising from facts or events that occurred on or before the Effective Time, including, without limitation, in respect of the transactions contemplated by this Agreement. If such prepaid policies have been obtained prior to the Effective Time, Parent shall, and shall cause the Surviving Corporation to, maintain such policies in full force and effect, and continue to honor the obligations thereunder. The directors and officers adversely affect any indemnitee to whom this Section 5.9.2 5.12 applies without the consent of such affected indemnitee (it being expressly agreed that the indemnitees to whom this Section 5.12 applies shall be intended third party beneficiaries of this Section 5.9.25.12).

Indemnification of Directors and Officers. Section 5.9.1 Notwithstanding the provisions set forth in Section 2.4, 5.13.1 Parent and the Surviving Corporation agree that the indemnification obligations set forth in the Company Certificate and the Company Bylaws By-laws shall survive the Merger (and, prior to the Effective Time, Parent shall cause the Certificate of Incorporation and By-laws of Merger Sub to reflect such provisions) and shall not be amended, repealed or otherwise modified for a period of six years after the Effective Time in any manner that would adversely affect the rights thereunder of any individual who on or prior to the Effective Time was a director, officer, trustee, fiduciary, employee or agent of the Company or any Company Subsidiary or who served at the request of the Company or any Company Subsidiary as a director, officer, trustee, partner, fiduciary, employee or agent of another corporation, partnership, joint venture, trust, pension or other employee benefit plan or enterprise, unless such amendment or modification is required by Law. The individuals to whom this Section 5.9.1 applies shall be intended third party beneficiaries of this Section 5.9. Section 5.9.2 5.13.2 For six years from the Effective Time, the Surviving Corporation shall provide to the Company's current directors and officers (as of the date hereof and as of the Effective Time) an insurance and indemnification policy that provides coverage for events occurring prior to the Effective Time (the "D&O Insurance") that is no less favorable than the Company's existing policy (true and complete copies which have been previously provided to Parent) or, if substantially equivalent insurance coverage is unavailable, the best available coverage; provided, however, that the Surviving Corporation shall not be required to pay an annual premium for the D&O Insurance in excess of 250150% of the last annual premium paid prior to the date of this Agreement, which premium the Company represents and warrants to be approximately $415,000315,000. The provisions of the immediately preceding sentence shall be deemed to have been satisfied if prepaid policies have been obtained prior to the Effective Time for purposes of this Section 5.95.13, which policies provide such directors and officers with coverage for an aggregate period of six years with respect to claims arising from facts or events that occurred on or before the Effective Time, including, without limitation, in respect of the transactions contemplated by this Agreement. If such prepaid policies have been obtained prior to the Effective Time, Parent shall, and shall cause the Surviving Corporation to, maintain such policies in full force and effect, and continue to honor the obligations thereunder. The directors and officers obligations under this Section 5.13 shall not be terminated or modified in such a manner as to adversely affect any indemnitee to whom this Section 5.9.2 5.13 applies without the consent of such affected indemnitee (it being expressly agreed that the indemnitees to whom this Section 5.13 applies shall be intended third party beneficiaries of this Section 5.9.25.13). Section 5.13.3 In the event Parent or the Surviving Corporation (A) consolidates with or merges into any other person and shall not be the continuing or surviving corporation or entity of such consolidation or merger or (B) transfers all or substantially all of its properties and assets to any person, then, and in each such case, proper provisions shall be made so that such continuing or surviving corporation or entity or transferee of such assets, as the case may be, shall assume the obligations set forth in this Section 5.13.

Indemnification of Directors and Officers. Section 5.9.1 Notwithstanding Parent shall, and shall cause the provisions set forth in Section 2.4Final Surviving Entity, Parent as the case may be, and Parent, and the Final Surviving Corporation Entity agree that to, do the indemnification obligations set forth in the Company Certificate and the Company Bylaws shall survive the Merger and shall not be amended, repealed or otherwise modified for a period of following: (a) For six years after the Effective Time in any manner that would adversely affect the rights thereunder of any individual who on or prior to the Effective Time was a director, officer, trustee, fiduciary, employee or agent of the Company or any Company Subsidiary or who served at the request of the Company or any Company Subsidiary as a director, officer, trustee, partner, fiduciary, employee or agent of another corporation, partnership, joint venture, trust, pension or other employee benefit plan or enterprise, unless such amendment or modification is required by Law. The individuals to whom this Section 5.9.1 applies shall be intended third party beneficiaries of this Section 5.9. Section 5.9.2 For six years from the Effective Time, the Surviving Corporation shall provide to the Company's directors and officers (as of the date hereof and as of the Effective Time) an insurance and indemnification policy that provides coverage for events occurring prior to the Effective Time (the "D&O Insurance") that is no less favorable than the Company's existing policy (true and complete copies which have been previously provided to Parent) or, if substantially equivalent insurance coverage is unavailable, the best available coverage; provided, however, that the Surviving Corporation shall not be required to pay an annual premium for the D&O Insurance in excess of 250% of the last annual premium paid prior to the date of this Agreement, which premium the Company represents and warrants to be approximately $415,000. The provisions of the immediately preceding sentence shall be deemed to have been satisfied if prepaid policies have been obtained prior to the Effective Time for purposes of this Section 5.9, which policies provide such directors and officers with coverage for an aggregate period of six years with respect to claims arising from facts or events that occurred on or before the Effective Time, including, without limitation, in respect of the transactions contemplated by this Agreement. If such prepaid policies have been obtained prior to the Effective Time, Parent shall, and shall cause the Final Surviving Corporation toEntity or the Surviving Entity, maintain as the case may be, to indemnify and hold harmless the present and former officers and directors of the Company (each a "COVERED PERSON") in respect of acts or omissions occurring at or prior to the Effective Time to the fullest extent permitted by Delaware Law or any other applicable laws or provided under the Company's certificate of incorporation and bylaws in effect on the date hereof; provided that such policies in full force indemnification shall be subject to any limitation imposed from time to time under applicable law. (b) Parent shall purchase a directors' and effectofficers' insurance "tail" policy under the Company's existing directors' and officers' insurance policy which (i) has an effective term of six (6) years from the Effective Time, (ii) covers the Covered Persons, (iii) contains terms and conditions (including, without limitation, coverage amounts) that are no less advantageous, when taken as a whole, to those currently applicable to the Covered Persons, (iv) has a total cost of $25,700 and (v) has a coverage effective date not later than the Closing Date. (c) If Parent, the Final Surviving Entity or any of its successors or assigns (i) consolidates with or merges into any other Person and shall not be the continuing or surviving corporation or entity of such consolidation or merger, or (ii) transfers or conveys all or substantially all of its properties and assets to any Person, then, and continue in each such case, to honor the extent necessary, proper provision shall be made so that the successors and assigns of Parent or the Final Surviving Entity , as the case may be, shall assume the obligations thereunder. The directors and officers to whom set forth in this Section 5.9.2 applies 5.17. (d) The rights of each Covered Person under this SECTION 5.17 shall be in addition to any rights such person may have under the certificate of incorporation or bylaws of the Company, or under Delaware Law or any other applicable laws or under any agreement of any Indemnified Person with the Company. These rights shall survive consummation of the First Step Merger and the Second Step Merger and are intended third party beneficiaries of this Section 5.9.2to benefit, and shall be enforceable by, each Covered Person.

Indemnification of Directors and Officers. Section 5.9.1 Notwithstanding the provisions set forth in Section 2.4(a) USBL shall, Parent and shall cause the Surviving Corporation agree that Corporation, to, jointly and severally (i) assume the indemnification obligations set forth in the Company Certificate with respect to all rights to indemnification, advancement of expenses and the Company Bylaws shall survive the Merger and shall not be amendedexculpation from liabilities, repealed for acts or otherwise modified for a period of six years after the Effective Time in any manner that would adversely affect the rights thereunder of any individual who on omissions occurring at or prior to the Effective Time was a director, officer, trustee, fiduciary, employee or agent now existing in favor of the Company current or any Company Subsidiary former directors, officers or consultants of USBL and each Person who served at the request of the Company or any Company Subsidiary as a director, officer, trusteemember, partnerconsultant, fiduciary, employee trustee or agent fiduciary of another corporation, partnership, joint venture, trust, pension or other employee benefit plan or enterprise, unless such amendment or modification is required by Law. The individuals to whom this Section 5.9.1 applies shall be intended third party beneficiaries enterprise at the request of this Section 5.9. Section 5.9.2 For six years from the Effective TimeUSBL (collectively, the Surviving Corporation shall provide to the Company's directors “D&O Indemnified Persons”) as provided in USBL’s Organizational Documents or any indemnification agreement between such Indemnified Person and officers USBL (in each case, as of in effect on the date hereof and, in the case of any indemnification agreement, as set forth in the USBL Disclosure Schedule and of which USBL has made available to Shorepower true, correct and complete copies), without further action, as of the Effective Time, and such obligations shall survive the Merger and shall continue in full force and effect in accordance with their terms and (ii) during the period commencing on the Effective Time and ending on the sixth (6th) anniversary of the Effective Time, indemnify and hold harmless each Indemnified Person with respect to all claims, liabilities, losses, damages, judgments, fines, penalties, costs (including amounts paid in settlement or compromise) and expenses (including fees and expenses of legal counsel) in connection with the defense of any Action (whether civil, criminal, administrative or investigative), whenever asserted, based on or arising out of, in whole or in part, (A) the fact that an insurance and indemnification policy that provides coverage for events occurring Indemnified Person was a director or officer of USBL or (B) acts or omissions by an Indemnified Person in the Indemnified Person’s capacity as a director, officer or agent of USBL or taken at the request of USBL (including in connection with serving at the request of USBL as a director, officer, agent, trustee or fiduciary of another person), in each case under clause (A) or (B), at, or at any time prior to to, the Effective Time (including any Action relating in whole or in part to the "transactions contemplated by this Agreement or relating to the enforcement of this provision or any other indemnification or advancement right of any Indemnified Person), to the fullest extent permitted under applicable Law that USBL and the Surviving Corporation could provide such indemnification to such D&O Insurance") that is no less favorable than Indemnified Persons pursuant to the Company's existing policy (true and complete copies which have been previously provided to Parent) or, if substantially equivalent insurance coverage is unavailableDGCL, the best available coverageUSBL Organizational Documents in effect on the date of this Agreement; provided, however, that no D&O Indemnified Person shall be entitled to indemnification pursuant to this Section 5.12 in respect of any act or omission which has been adjudicated to be ineligible for indemnification under Delaware Law. (b) For the Surviving Corporation shall not be required avoidance of doubt, the applicable rights of indemnification and exculpation contemplated by this Section 5.12 and pursuant to pay an annual premium for the D&O Insurance in excess of 250% terms of the last annual premium paid prior to the date of this Agreement, which premium the Company represents and warrants to be approximately $415,000. The provisions of the USBL Organizational Documents as in effect at or immediately preceding sentence shall be deemed to have been satisfied if prepaid policies have been obtained prior to the Effective Time for purposes shall not be impaired by any modification of such terms in any amendment or restatement of such Organizational Documents following the Effective Time (including in connection with the filing of the Plan of Merger). The Surviving Corporation shall not settle, compromise or consent to the entry of any judgment in any threatened or actual Action relating to any acts or omissions covered under this Section 5.95.12 (each, a “Claim”) for which policies provide indemnification has been sought by an Indemnified Person hereunder, unless such directors and officers with coverage for settlement, compromise or consent includes an aggregate period unconditional release of six years with respect such Indemnified Person from all liability arising out of such Claim or such Indemnified Person otherwise consents in writing to claims arising from facts such settlement, compromise or events that occurred consent. (c) If at any time on or before within twelve (12) months after Closing the Effective TimeSurviving Corporation obtain a directors’ and officers’ liability insurance policy, including, without limitation, it shall contemporaneously purchase or cause the Surviving Corporation to purchase a tail policy in respect of the transactions contemplated by this Agreement. If such prepaid policies have been obtained acts or omissions occurring at or prior to the Effective Time, Parent shallcovering each Person who resigned at Closing with insurance coverage for six years thereafter on the same terms and conditions purchased with respect to existing directors and officers. Once purchased, and the Surviving Corporation shall cause the Surviving Corporation to, maintain such policies “tail" policy delivered in accordance with the preceding sentence to be maintained in full force and effect, for its full term, and continue cause all obligations thereunder to honor be honored by the Surviving Corporation. (d) In the event the Surviving Corporation or any of its respective successors or assigns (i) consolidates with or merges into any other Person and is not the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers all or substantially all of its properties and assets to any Person, then, and in each such case, the Surviving Corporation shall make proper provision so that the successors and assigns of the Surviving Corporation shall assume the obligations thereunder. The directors and officers to whom set forth in this Section 5.9.2 applies shall be intended third party beneficiaries of this Section 5.9.25.12.

Indemnification of Directors and Officers. (a) For a period beginning at the Effective Time and ending on the sixth (6th) anniversary of the Effective Time, the Surviving Corporation shall indemnify and hold harmless all past and present directors, officers and employees of the Company or any Company Subsidiary to the same extent such Persons are indemnified as of the date of this Agreement by the Company or any Company Subsidiary pursuant to applicable Law, the Company Certificate, the Company By-laws, the certificate of incorporation and bylaws, or equivalent organizational or governing documents, of any Company Subsidiary, and indemnification agreements, if any, in existence on the date of this Agreement with any directors, officers, and employees of the Company or any Company Subsidiary, arising out of acts or omissions in their capacity as directors, officers or employees of the Company or any Company Subsidiary occurring at or prior to the Effective Time; provided, however, that the Surviving Corporation shall indemnify and hold harmless such persons to the fullest extent permitted by applicable Law for acts or omissions occurring in connection with the approval, adoption, execution and performance of this Agreement and the consummation of the transactions contemplated hereby. The Surviving Corporation shall advance expenses (including reasonable legal fees and expenses) incurred in the defense of any claim, action, suit, proceeding or investigation with respect to the matters subject to indemnification pursuant to this Section 5.9.1 Notwithstanding 5.10(a) in accordance with the provisions procedures set forth in the Company Certificate, the Company By-laws, the certificate of incorporation and bylaws, or equivalent organizational documents, of any Company Subsidiary, and indemnification agreements, if any, in existence on the date of this Agreement and filed as an exhibit to a Company SEC Document, including any expenses incurred in enforcing such Person’s rights under this Section 2.45.10, regardless of whether indemnification with respect to or advancement of such expenses is authorized under the Company Certificate, the Company By- laws, the certificate of incorporation and bylaws, or equivalent organizational documents, of any Company Subsidiary, or such indemnification agreements; provided, however, that the director, officer or employee to whom expenses are advanced undertakes to repay such advanced expenses to Parent and the Surviving Corporation agree if it is ultimately determined that such director, officer or employee is not entitled to indemnification pursuant to this Section 5.10(a). Notwithstanding anything herein to the contrary, if any claim, action, suit, proceeding or investigation (whether arising before, at or after the Effective Time) is made against such persons with respect to matters subject to indemnification obligations hereunder on or prior to the sixth (6th) anniversary of the Effective Time, the provisions of this Section 5.10(a) shall continue in effect until the final disposition of such claim, action, suit, proceeding or investigation. (b) For not less than six (6) years from and after the Effective Time, the certificate of incorporation and bylaws of the Surviving Corporation shall contain provisions no less favorable with respect to exculpation, indemnification and advancement of expenses of directors, officers and employees of the Company and the Company Subsidiaries for periods at or prior to the Effective Time than are currently set forth in the Company Certificate and the Company Bylaws shall survive By-laws. The indemnification agreements, if any, in existence on the Merger and shall not be amendeddate of this Agreement as disclosed on Section 5.10(b) of the Company Disclosure Letter with any of the directors, repealed officers or otherwise modified for a period of six years after the Effective Time in any manner that would adversely affect the rights thereunder of any individual who on or prior to the Effective Time was a director, officer, trustee, fiduciary, employee or agent employees of the Company or any Company Subsidiary or who served at the request of the Company or any Company Subsidiary as a director, officer, trustee, partner, fiduciary, employee or agent of another corporation, partnership, joint venture, trust, pension or other employee benefit plan or enterprise, unless such amendment or modification is required by Law. The individuals to whom this Section 5.9.1 applies shall be intended third party beneficiaries of this Section 5.9. Section 5.9.2 For six years from assumed by the Surviving Corporation, without any further action, and shall continue in full force and effect in accordance with their terms following the Effective Time, . (c) For the Surviving Corporation shall provide to benefit of the Company's ’s directors and officers (officers, as of the date hereof of this Agreement and as of the Effective Time) , the Company shall be permitted, prior to the Effective Time, to obtain and fully pay the premium for an insurance and indemnification policy that provides coverage for a period of six (6) years from and after the Effective Time for events occurring prior to the Effective Time (the "“D&O Insurance"”) that is no substantially equivalent to and in any event not less favorable in the aggregate than the Company's ’s existing policy (true and complete copies of which have been previously provided to Parent) or, if substantially equivalent insurance coverage is unavailable, the best available coverage; provided, however, that the portion of the premium payable in respect of each year of such coverage shall not exceed 300% of the last annual premium paid prior to the date of this Agreement (which annual premium is disclosed on Section 5.10(c) of the Company Disclosure Letter). If the Company is unable to purchase such D&O Insurance prior to the Effective Time, the Surviving Corporation shall, and Parent shall cause the Surviving Corporation to, as of the Effective Time, obtain and fully pay the premium for D&O Insurance that is substantially equivalent to and in any event not less favorable in the aggregate than the Company’s existing policy (true and complete copies of which have been previously provided to Parent); provided, however, that the Surviving Corporation shall not be required to pay an annual premium for the D&O Insurance in excess of 250300% of the last annual premium paid prior to the date of this Agreement; and provided, which further, that if the annual premium the Company represents and warrants to be approximately $415,000. The provisions of the immediately preceding sentence shall be deemed to have been satisfied if prepaid policies have been obtained prior to the Effective Time for purposes of this Section 5.9would at any time exceed 300%, which policies provide such directors and officers with coverage for an aggregate period of six years with respect to claims arising from facts or events that occurred on or before the Effective Time, including, without limitation, in respect of the transactions contemplated by this Agreement. If such prepaid policies have been obtained prior to the Effective Time, Parent shall, and shall cause the Surviving Corporation to, shall be obligated to provide the maximum available coverage as may be obtained for 300% from an insurance carrier having a minimum A.M. Best credit rating of A- or higher. The Surviving Corporation shall maintain such policies in full force and effect, and continue to honor the obligations thereunder. , for a period of not less than six (6) years from and after the Effective Time. (d) In the event Parent or the Surviving Corporation (i) consolidates with or merges into any other Person and shall not be the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers all or substantially all of its properties and assets to any Person, then proper provision shall be made so that such continuing or surviving corporation or entity or transferee of such assets, as the case may be, shall assume the obligations set forth in this Section 5.10. (e) The directors obligations under this Section 5.10 shall not be terminated or modified in such a manner as to adversely affect any past or present directors, officers and officers employees of the Company to whom this Section 5.9.2 5.10 applies shall be intended without the consent of such affected Person (it being expressly agreed that the persons for whose benefit this Section 5.10 applies are express third party beneficiaries of this Section 5.9.25.10).

Indemnification of Directors and Officers. Section 5.9.1 Notwithstanding the provisions set forth in Section 2.4, Parent (a) The Corporation and the Surviving Corporation Buyer agree that the indemnification obligations set forth in the Company Certificate Corporation's Articles of Incorporation and Bylaws, in each case as of the Company Bylaws date of this Agreement, shall survive the Merger Closing and shall not be amended, repealed or otherwise modified for a period of six years after the Effective Time Closing Date in any manner that would adversely affect the rights thereunder of any individual the individuals who on or prior to the Effective Time was a directorClosing Date were directors, officerofficers, trustee, fiduciary, employee employees or agent agents of the Company Corporation or any Company Subsidiary or who served at the request of the Company or any Company Subsidiary as a director, officer, trustee, partner, fiduciary, employee or agent of another corporation, partnership, joint venture, trust, pension or other employee benefit plan or enterprise, unless such amendment or modification is required by Law. The individuals to whom this Section 5.9.1 applies shall be intended third party beneficiaries of this Section 5.9its Subsidiaries. Section 5.9.2 (b) For a period of six years from following the Effective TimeClosing Date, the Surviving Buyer shall provide or cause the Corporation shall to provide to the CompanyCorporation's current directors and officers (as of the date hereof and as of the Effective Time) an liability insurance and indemnification policy that provides coverage for events occurring prior to the Effective Time (the "D&O Insurance") that is no less favorable than the Company's existing policy (true and complete copies which have been previously provided to Parent) or, if protection substantially equivalent in kind and scope as that provided by the Corporation's current directors' and officers' liability insurance coverage is unavailable, the best available coveragepolicies; provided, however, that in no event shall the Surviving Buyer or the Corporation be required to expend in any one year an aggregate amount in excess of 100% of the annual premiums currently paid by the Corporation for such insurance, which maximum amount shall increase at a rate of 10% per annum; and, provided, further, that if during such period the annual premiums for such comparable insurance coverage exceed such amount, the Buyer shall be obligated to obtain a policy which, in the reasonable judgment of the Buyer, provides the best coverage available for a cost not exceeding such amount; and provided further, if the Buyer elects to purchase a six-year "tail" coverage policy, the premium will not exceed 400% of the annual premium. (c) The obligations of the Buyer and the Corporation under this Section 6.10 shall not be required terminated or modified in such a manner as to pay an annual premium for the D&O Insurance in excess of 250% of the last annual premium paid prior to the date of this Agreementadversely affect any director, which premium the Company represents and warrants to be approximately $415,000. The provisions of the immediately preceding sentence shall be deemed to have been satisfied if prepaid policies have been obtained prior to the Effective Time for purposes of this Section 5.9officer, which policies provide such directors and officers with coverage for an aggregate period of six years with respect to claims arising from facts employee, agent or events that occurred on or before the Effective Time, including, without limitation, in respect of the transactions contemplated by this Agreement. If such prepaid policies have been obtained prior to the Effective Time, Parent shall, and shall cause the Surviving Corporation to, maintain such policies in full force and effect, and continue to honor the obligations thereunder. The directors and officers other person to whom this Section 5.9.2 6.10 applies without the consent of such affected director, officer, employee, agent or other person (it being expressly agreed that each such director, officer, employee, agent or other person to whom this Section 6.10 applies shall be intended third a third-party beneficiaries beneficiary of this Section 5.9.26.10). (d) The foregoing provisions are in addition to and not in limitation of any other rights of indemnification to which the directors and officers are entitled as a matter of law or the Corporation's Articles, bylaws or agreements.

Indemnification of Directors and Officers. Section 5.9.1 Notwithstanding the provisions set forth in Section 2.4, (a) Parent and the Surviving Corporation agree that the indemnification obligations set forth in the Company Certificate and the Company Bylaws By-laws and any Company indemnification agreements shall survive the Merger (and, prior to the Effective Time, Parent shall cause the Certificate of Incorporation and By-laws of Merger Sub to reflect such provisions) and shall not be amended, repealed or otherwise modified for a period of six years after the Effective Time in any manner that would adversely affect the rights thereunder of any individual who on or prior to the Effective Time was a director, officer, trustee, fiduciary, employee or agent of the Company or any Company Subsidiary or who served at the request of the Company or any Company Subsidiary as a director, officer, trustee, partner, fiduciary, employee or agent of another corporation, partnership, joint venture, trust, pension or other employee benefit plan or enterprise, unless such amendment or modification is required by Law. The individuals to whom this Section 5.9.1 applies shall be intended third party beneficiaries of this Section 5.9. Section 5.9.2 (b) For six (6) years from the Effective Time, the Surviving Corporation shall provide to the Company's current directors and officers (as of the date hereof and as of the Effective Time) an insurance and indemnification policy that provides coverage for events occurring prior to the Effective Time (the "D&O Insurance") with a $20,000,000 limit and with other terms that is are no less favorable than the Company's existing policy (true and complete copies which have been previously provided to Parent) or, if substantially equivalent insurance coverage is unavailable, the best available coverage; provided, however, that the Surviving Corporation shall not be required to pay an annual premium for the D&O Insurance in excess of 250175% of the last annual premium paid prior to the date of this Agreement, which premium the Company represents and warrants to be approximately $415,000in effect after August 4, 2004; provided further that if the premium for such coverage exceeds such amount, the Surviving Corporation shall purchase the D&O Insurance with the greatest coverage available for such 175% amount. The provisions of the immediately preceding sentence shall be deemed to have been satisfied if prepaid policies have been obtained prior to the Effective Time for purposes of this Section 5.96.14, which policies provide such directors and officers with coverage for an aggregate period of six (6) years with respect to claims arising from facts or events that occurred on or before the Effective Time, including, without limitation, in respect of the transactions contemplated by this AgreementAgreement (and nothing in Section 6.1 shall prohibit the Company from obtaining such a prepaid policy prior to the Effective Time, provided that the cost thereof shall not exceed 175% of the annual premium to be in effect after August 4, 2004. If such prepaid policies have been obtained prior to the Effective Time, Parent shall, and shall cause the Surviving Corporation to, maintain such policies in full force and effect, and continue to honor the obligations thereunder. The directors and officers obligations under this Section 6.14 shall not be terminated or modified in such a manner as to adversely affect any Indemnitee to whom this Section 5.9.2 6.14 applies without the consent of such affected Indemnitee (it being expressly agreed that the Indemnitees to whom this Section 6.14 applies shall be intended third party beneficiaries of this Section 5.9.26.14), and in the event that Parent consolidates or merges with any other Person and shall not be the continuing or surviving corporation or entity in such consolidation or merger, or transfers all or substantially all of its assets to any other Person, then Parent shall make proper provision so that the continuing or surviving corporation or entity, or transferee of such assets, as the case may be, shall assume the obligations set forth in this Section 6.14.

Indemnification of Directors and Officers. (a) After the Effective Time, any repeal or modification of Section 5.9.1 Notwithstanding 23 of the provisions set forth in Section 2.4, Parent and the Surviving Corporation agree that the indemnification obligations set forth in the Company Certificate and the Company Bylaws shall survive the Merger and of Yazam shall not be amended, repealed or otherwise modified for a period of six years after the Effective Time in any manner that would adversely affect the rights thereunder any right or protection of any individual who on or prior to the Effective Time was a director, an officer, trustee, fiduciarydirector, employee or agent of the Company or any Company Subsidiary or who served Yazam existing at the request time of the Company such repeal or any Company Subsidiary as a director, officer, trustee, partner, fiduciary, employee or agent of another corporation, partnership, joint venture, trust, pension or other employee benefit plan or enterprise, unless such amendment or modification is required by Law. The individuals to whom this Section 5.9.1 applies shall be intended third party beneficiaries of this Section 5.9modification. Section 5.9.2 (b) For six the shorter of (i) three years from after the Effective Time, or (ii) for as long as the Surviving Corporation current directors' and officers' liability insurance policies of the Parent are in effect, the Parent shall provide cause to be maintained in effect policies of directors' and officers' insurance, for the benefit of those persons who are covered by Yazam's directors' and officers' liability insurance at the date of this Agreement, providing coverage with respect to such claims as covered thereby as of such date, that is at least equal to the Companycoverage provided under Yazam's directors current directors' and officers (as of the date hereof and as of the Effective Time) an officers' liability insurance and indemnification policy that provides coverage for events occurring prior policies, to the Effective Time (the "D&O Insurance") extent that is such liability insurance can be purchased for a total of no less favorable more than the Company's existing policy (true and complete copies which have been previously provided to Parent) or, if substantially equivalent insurance coverage is unavailable, the best available coveragean aggregate amount of $180,000; provided, however, that if such insurance cannot be so maintained at or below such cost, Parent shall maintain as much of such insurance as can so be maintained at a cost equal to 300 percent of the current annual premiums of Yazam for such insurance. The forgoing provisions shall not in any way restrict or preclude any sale, liquidation or dissolution of any subsidiary of Parent at any time after the Effective Time. The Parent agrees to pay all expenses (including fees and expenses of counsel) that may be incurred by any Indemnified Party in successfully enforcing the indemnity or other obligations under this Section 6.13. The Parent or the Surviving Corporation shall provide a copy of such directors' and officers' liability insurance policy, upon request, to any beneficiary of such policy and shall notify the beneficiaries of such policy in the event of a reduction or termination of such policy coverage in accordance with the provisions herein. (c) In the event the Parent or the Surviving Corporation or any of their successors or assigns (i) consolidates with or merges into any other person and is not be required the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers or conveys all or substantially all of its properties and assets to pay an annual premium for any person, then, and in each case, the D&O Insurance in excess of 250% successors and assigns of the last annual premium paid prior to Parent or the date of this Agreement, which premium the Company represents and warrants to be approximately $415,000. The provisions of the immediately preceding sentence Surviving Corporation shall be deemed to have been satisfied if prepaid policies have been obtained prior to assumed the Effective Time for purposes obligations set forth in this Section 6.13 automatically and without any further action. (d) The provisions of this Section 5.9, which policies provide such directors and officers with coverage 6.13 are (i) intended to be for an aggregate period of six years with respect to claims arising from facts or events that occurred on or before the Effective Time, including, without limitation, in respect of the transactions contemplated by this Agreement. If such prepaid policies have been obtained prior to the Effective Time, Parent shallbenefit of, and shall cause the Surviving Corporation to be enforceable by, each Indemnified Party, his or her heirs and his or her representatives and (ii) in addition to, maintain and not in substitution for, any other rights to indemnification or contribution that may such policies in full force and effect, and continue to honor the obligations thereunder. The directors and officers to whom this Section 5.9.2 applies shall be intended third party beneficiaries of this Section 5.9.2person may have by contract or otherwise.

Indemnification of Directors and Officers. Section 5.9.1 Notwithstanding (a) From and after the provisions set forth in Section 2.4Effective Time, Parent and shall cause the Surviving Corporation agree that and its Subsidiaries to continue to fulfill and honor in all respects the exculpation, indemnification and advancement of expenses obligations of the Company Group to its directors, officers, managers, employees, agents and other persons pursuant to any indemnification provisions under the certificate of incorporation, bylaws and similar organizational documents of the Company Group as in effect on the date of this Agreement (such Persons entitled to be indemnified pursuant to such provisions and all other current and former directors, managers and officers of the Company Group, collectively, the “D&O Indemnified Parties”). From and after the Effective Time through the sixth (6th) anniversary of the Effective Time, Parent shall cause the Surviving Corporation and its Subsidiaries to maintain the provisions with respect to indemnification, advancement of expenses and exculpation from liability as set forth in the Company Certificate certificate of incorporation, bylaws and similar organizational documents of the Company Bylaws shall survive Group as of the Merger and date of this Agreement, which provisions shall not be amended, repealed or otherwise modified for a during such period of six years after the Effective Time in any manner that would adversely affect the rights thereunder of any individual who on D&O Indemnified Party. (b) At or prior to the Effective Time was Closing, the Company shall purchase (at its sole expense) a directorprepaid directors’ and officers’ liability insurance or a tail insurance policy covering those persons who are covered by the Company’s and its Subsidiaries’ directors’ and officers’ liability insurance policy presently maintained by the Company and its Subsidiaries; provided, officer, trustee, fiduciary, employee or agent that in no event shall the Company be required to expend in any one (1) year an amount in excess of 300% of the Company or any Company Subsidiary or who served at the request of annual premium currently paid by the Company or any Company Subsidiary as a director, officer, trustee, partner, fiduciary, employee or agent of another corporation, partnership, joint venture, trust, pension or other employee benefit plan or enterprise, unless Group for such amendment or modification is required by Law. The individuals to whom this Section 5.9.1 applies shall be intended third party beneficiaries of this Section 5.9insurance. Section 5.9.2 For six years from (c) In the Effective Timeevent that Parent, the Surviving Corporation or any of their respective successors or assigns (i) consolidates with or merges into any other Person and is not the continuing or surviving corporation or entity of such consolidation or merger, or (ii) transfers or conveys all or substantially all of its properties and assets to any Person, then, and in each such case, proper provision shall provide to be made so that the Company's directors successors and officers (as assigns of Parent and the Surviving Corporation or the transferee of such properties and assets shall expressly assume and be responsible for all of the date hereof obligations thereof as set forth in this Section ‎6.5. (d) This Section ‎6.5 shall survive the Closing, is intended to benefit and as may be enforced by the D&O Indemnified Parties, and shall be binding on all successors and assigns of Parent and the Surviving Corporation. (e) The Parties hereby acknowledge that certain of the Effective TimeD&O Indemnified Parties (the “AEA D&O Parties”) an have certain rights to indemnification, advancement of expenses and/or insurance provided by the AEA Group. Parent, Merger Sub and indemnification policy the Company (on its behalf and on behalf of the Company Group) hereby agree that provides coverage for events occurring prior to (i) after the Effective Time (the "D&O Insurance") that is no less favorable than the Company's existing policy (true and complete copies which have been previously provided to Parent) or, if substantially equivalent insurance coverage is unavailable, the best available coverage; provided, however, that each of the Surviving Corporation and Parent is the indemnitor of first resort (i.e., its obligations to the AEA D&O Parties are primary and any obligation of the AEA Group to advance expenses or to provide indemnification for the same expenses or liabilities incurred by the AEA D&O Parties is secondary), (ii) after the Effective Time the Surviving Corporation and Parent shall not be required to pay an annual premium advance the full amount of expenses incurred by the AEA D&O Parties and shall be liable for the D&O Insurance in excess full amount of 250% of the last annual premium paid prior all losses to the date of this Agreement, which premium extent legally permitted and as required by the Company represents and warrants to be approximately $415,000. The provisions of the immediately preceding sentence shall be deemed to have been satisfied if prepaid policies have been obtained prior to the Effective Time for purposes terms of this Section 5.9, which policies provide such directors and officers with coverage for an aggregate period of six years with respect to claims arising from facts or events that occurred on or before the Effective Time, including6.5, without limitationregard to any rights the AEA D&O Parties may have against the AEA Group, and (iii) each of the Company (on its behalf and on behalf of the Company Group), Parent and Merger Sub irrevocably waives, relinquishes and releases the AEA Group from any and all claims against the AEA Group for contribution, subrogation or any other recovery of any kind in respect of the transactions contemplated by this Agreement. If such prepaid policies have been obtained prior to the Effective Time, Parent shall, and shall cause the Surviving Corporation to, maintain such policies in full force and effect, and continue to honor the obligations thereunder. The directors and officers to whom this Section 5.9.2 applies shall be intended third party beneficiaries of this Section 5.9.2thereof.

Indemnification of Directors and Officers. Section 5.9.1 Notwithstanding the provisions set forth in Section 2.4, Parent and the Surviving Corporation agree (a) The Company agrees that the indemnification obligations set forth in the Company Certificate and the Company Bylaws shall survive the Merger and shall not be amended, repealed or otherwise modified for a period of six (6) years after the Effective Time Closing, it will not amend, repeal or modify any provision in any manner its articles of incorporation or bylaws relating to exculpation or indemnification of present or former directors, officers and fiduciaries, it being the intent of the parties that would adversely affect the rights thereunder present and former directors, officers and fiduciaries of the Company and fiduciaries of any individual who on or Employee Benefit Plan prior to the Effective Time was a director, officer, trustee, fiduciary, employee Closing shall continue thereafter to be entitled to the exculpation and indemnification provided in the articles of incorporation or agent of bylaws to the Company or any Company Subsidiary or who served at the request of the Company or any Company Subsidiary as a director, officer, trustee, partner, fiduciary, employee or agent of another corporation, partnership, joint venture, trust, pension or other employee benefit plan or enterprise, unless such amendment or modification is required by fullest extent permitted under applicable Law. The individuals to whom this Section 5.9.1 applies shall be intended third party beneficiaries of this Section 5.9. Section 5.9.2 (b) For six (6) years from the Effective TimeClosing Date, the Surviving Corporation Company shall provide to obtain and maintain officer’s and directors’ and fiduciaries’ liability insurance covering the Persons who are presently covered by the Company's directors ’s officers’ and officers (as of the date hereof directors’ and as of the Effective Time) an fiduciaries’ liability insurance policy with respect to actions and indemnification policy that provides coverage for events omissions occurring prior to the Effective Time Closing (which coverage may be provided under a policy or policies covering the "D&O Insurance") that is Company’s current directors and officers), on terms which are at least as favorable as the terms of such insurance in effect for the Company on the date hereof to the extent reasonably available and from an insurer or insurers having claims paying ratings no less favorable lower than the Company's existing policy (true and complete copies which have been previously ’s current insurer to the extent reasonably available, provided to Parent) or, if substantially equivalent insurance coverage is unavailable, the best available coverage; provided, however, that the Surviving Corporation Company shall not be required to pay an incur annual premium or other expenses for such coverage in excess of 200% of the annual premium for such coverage in 2010. (c) If the D&O Insurance Company or any of its successors or assigns shall transfer all or substantially all of its properties and assets to any individual, corporation or other entity, then and in excess of 250% each such case, proper provisions shall be made so that such successors and assigns shall assume all of the last annual premium paid prior to obligations set forth in this Section 7.15. (d) From and after the date of this AgreementClosing, which premium the Company represents and warrants to be approximately $415,000. The provisions of the immediately preceding sentence shall be deemed to have been satisfied if prepaid policies have been obtained prior to the Effective Time for purposes of this Section 5.97.15 are intended to be for the benefit of, which policies provide such directors and officers with coverage for an aggregate period of six years with respect to claims arising from facts or events that occurred on or before the Effective Timewill be enforceable by, including, without limitation, in respect each of the transactions contemplated by this Agreement. If such prepaid policies have been obtained prior to present directors of the Effective Time, Parent shall, and shall cause the Surviving Corporation to, maintain such policies in full force and effect, and continue to honor the obligations thereunder. The directors and officers to whom this Section 5.9.2 applies shall be intended third party beneficiaries of this Section 5.9.2Company.

Indemnification of Directors and Officers. Section 5.9.1 Notwithstanding the provisions set forth in Section 2.4, Parent (a) Zhone and the Surviving Corporation Company agree that the indemnification obligations set forth in the Company Certificate and the Company Bylaws By-laws shall survive the Merger and shall not be amended, repealed or otherwise modified for a period of six years after the Effective Time in any manner that would adversely affect the rights thereunder of any individual who on or prior to the Effective Time was a director, officer, trustee, fiduciary, employee or agent of the Company or any Company Subsidiary of its Subsidiaries or who served at the request of the Company or any Company Subsidiary of its Subsidiaries as a director, officer, trustee, partner, fiduciary, employee or agent of another corporation, partnership, joint venture, trust, pension or other employee benefit plan or enterprise, unless such amendment or modification is required by applicable Law. The individuals to whom this Section 5.9.1 applies shall be intended third party beneficiaries of this Section 5.9. Section 5.9.2 (b) For six years from the Effective Time, the Surviving Corporation Company shall provide to the Company's ’s current directors and officers (as of the date hereof and as of the Effective Time) an insurance and indemnification policy that provides coverage for events occurring prior to the Effective Time (the "“D&O Insurance"”) that is no less favorable than the Company's ’s existing policy (true and complete copies which have been previously provided to ParentZhone) or, if substantially equivalent insurance coverage is unavailable, the best available coverage; provided, however, that the Surviving Corporation Company shall not be required to pay an annual premium for the D&O Insurance in excess of 250300% of the last annual premium paid prior to the date of this Agreement, which premium the Company represents and warrants to be approximately $415,0002,025,000. The provisions of the immediately preceding sentence shall be deemed to have been satisfied if prepaid policies have been obtained prior to the Effective Time for purposes of this Section 5.95.12, which policies provide such directors and officers with coverage for an aggregate period of six years with respect to claims arising from facts or events that occurred on or before the Effective Time, including, without limitation, in respect of the transactions contemplated by this Agreement. If such prepaid policies have been obtained prior to the Effective Time, Parent shall, and the Company shall cause the Surviving Corporation to, maintain such policies in full force and effect, and continue to honor the obligations thereunder. . (c) In the event the Company (A) consolidates with or merges into any other person and shall not be the continuing or surviving corporation or entity of such consolidation or merger or (B) transfers all or substantially all of its properties and assets to any person, then, and in each such case, proper provisions shall be made so that such continuing or surviving corporation or entity or transferee of such assets, as the case may be, shall assume the obligations set forth in this Section 5.12. (d) The directors and officers obligations under this Section 5.12 shall not be terminated or modified in such a manner as to adversely affect any indemnitee to whom this Section 5.9.2 5.12 applies without the consent of such affected indemnitee (it being expressly agreed that the indemnitees to whom this Section 5.12 applies shall be intended third party beneficiaries of this Section 5.9.25.12).

Indemnification of Directors and Officers. Section 5.9.1 Notwithstanding (a) Purchaser agrees that all rights to indemnification or exculpation now existing in favor of the provisions set forth directors, officers, employees and agents of the Purchased Companies (including with respect to advancement of expenses), as provided in Section 2.4each Purchased Company’s Organizational Documents in effect as of the Effective Date with respect to any matters occurring prior to the Closing Date, Parent will survive the Closing and will continue in full force and effect and that each Purchased Company on its own behalf will perform and discharge its obligations to provide such indemnity and exculpation. For a period of six years after the Surviving Corporation agree that Closing, the indemnification obligations set forth in the Company Certificate and the Company Bylaws shall survive the Merger and shall liability limitation or exculpation provisions of each Purchased Company’s Organizational Documents will not be amended, repealed or otherwise modified for a period of six years after the Effective Time Closing Date in any manner that would adversely affect the rights thereunder of individuals who, as of the Closing Date or at any individual who on or time prior to the Effective Time was a directorClosing Date, officerwere directors, trusteeofficers, fiduciary, employee employees or agent agents of the Company or any Company Subsidiary or who served at the request of the Company or any Company Subsidiary as a director, officer, trustee, partner, fiduciary, employee or agent of another corporation, partnership, joint venture, trust, pension or other employee benefit plan or enterprisesuch Purchased Company, unless such amendment or modification is required by applicable Law. . (b) The individuals current and former directors, officers, employees and agents of each Purchased Company entitled to whom the indemnification, liability limitation, exculpation and insurance set forth in this Section 5.9.1 applies shall 5.12 are intended to be intended third party beneficiaries of this Section 5.95.12. This Section 5.12 will survive the consummation of the Transactions and will be binding on all successors and assigns of Purchaser. Section 5.9.2 For six years from (c) If Purchaser, any Purchased Company or any of their respective successors or assigns, proposes to (i) consolidate with or merge into any other Person and Purchaser or such Purchased Company (as applicable) will not be the Effective Timecontinuing or surviving corporation or entity in such proposed transaction, the Surviving Corporation shall provide or (ii) transfer all or substantially all of its Assets to any Person, then, and in each case, proper provision will be made (to the Company's directors and officers (as extent that such indemnification obligations do not become binding on the successor or assignee by operation of the date hereof and as of the Effective TimeLaw) an insurance and indemnification policy that provides coverage for events occurring prior to or concurrently with the Effective Time (the "D&O Insurance") that is no less favorable than the Company's existing policy (true and complete copies which have been previously provided to Parent) or, if substantially equivalent insurance coverage is unavailable, the best available coverage; provided, however, consummation of such transaction so that the Surviving Corporation shall not be required to pay an annual premium for successors and assigns of Purchaser or such Purchased Company, as the D&O Insurance case may be, will, from and after the consummation of such transaction, honor the indemnification and other obligations set forth in excess of 250% of the last annual premium paid prior to the date of this Agreement, which premium the Company represents and warrants to be approximately $415,000. The provisions of the immediately preceding sentence shall be deemed to have been satisfied if prepaid policies have been obtained prior to the Effective Time for purposes of this Section 5.9, which policies provide such directors and officers with coverage for an aggregate period of six years with respect to claims arising from facts or events that occurred on or before the Effective Time, including, without limitation, in respect of the transactions contemplated by this Agreement. If such prepaid policies have been obtained prior to the Effective Time, Parent shall, and shall cause the Surviving Corporation to, maintain such policies in full force and effect, and continue to honor the obligations thereunder. The directors and officers to whom this Section 5.9.2 applies shall be intended third party beneficiaries of this Section 5.9.25.12.

Indemnification of Directors and Officers. Section 5.9.1 Notwithstanding the provisions set forth in Section 2.4, Parent 5.16.1 Manpower and the Surviving Corporation agree that the indemnification obligations set forth in the Company Certificate and the Company Bylaws Organizational Documents shall survive the Merger (and, prior to the Effective Time, Manpower shall cause the Organizational Documents of Merger Sub to reflect such provisions) and shall not be amended, repealed or otherwise modified for a period of six years after the Effective Time in any manner that would adversely affect the rights thereunder of any individual who on or prior to the Effective Time was a director, officer, trustee, fiduciary, employee or agent of the Company or any Company Subsidiary or who served at the request of the Company or any Company Subsidiary as a director, officer, trustee, partner, fiduciary, employee or agent of another corporation, partnership, joint venture, trust, pension or other employee benefit plan or enterprise, unless such amendment or modification is required by Law. The individuals to whom this Section 5.9.1 applies shall be intended third party beneficiaries of this Section 5.9. Section 5.9.2 5.16.2 For six years from the Effective Time, Manpower shall, and shall cause the Surviving Corporation shall to, provide to the Company's ’s current directors and officers (as of the date hereof and as of the Effective Time) an insurance and indemnification policy that provides coverage for events occurring prior to the Effective Time (the "“D&O Insurance"”) that is no less favorable than the Company's ’s existing policy (true and complete copies which have been previously provided to ParentManpower) or, if substantially equivalent insurance coverage is unavailable, the best available coverage; provided, however, that the Surviving Corporation shall not be required to pay an annual premium for the D&O Insurance in excess of 250200% of the last annual premium premiums paid prior to the date of this Agreement, which premium premiums the Company represents and warrants to be approximately not more than $415,000450,000, and, in the event that any such annual premium would exceed $900,000, Manpower and the Surviving Corporation shall obtain and provide the most coverage available for a premium in the amount of $900,000. The provisions of the immediately preceding sentence shall be deemed to have been satisfied if if, with the prior written consent of Manpower, prepaid policies have been obtained prior to the Effective Time for purposes of this Section 5.95.16, which policies provide such directors and officers with coverage no less favorable than the Company’s existing policy for an aggregate period of six years with respect to claims arising from facts or events that occurred on or before the Effective Time, including, without limitation, in respect of the transactions contemplated by this Agreement. If such prepaid policies have been obtained prior to the Effective Time, Parent Manpower shall, and shall cause the Surviving Corporation to, maintain such policies in full force and effect, and continue to honor the obligations thereunder. The directors and officers obligations under this Section 5.16 shall not be terminated or modified in such a manner as to adversely affect any indemnitee to whom this Section 5.9.2 5.16 applies without the consent of such affected indemnitee (it being expressly agreed that the indemnitees to whom this Section 5.16 applies shall be intended third party beneficiaries of this Section 5.9.25.16). Section 5.16.3 In the event Manpower or the Surviving Corporation (A) consolidates with or merges into any other Person and shall not be the continuing or surviving corporation or entity of such consolidation or merger or (B) transfers all or substantially all of its properties and assets to any Person, then, and in each such case, proper provisions shall be made so that such continuing or surviving corporation or entity or transferee of such assets, as the case may be, shall assume the obligations set forth in this Section 5.16. Section 5.16.4 The provisions of this Section 5.16 shall be enforceable by each individual identified in Section 5.16.1 and his or her heirs and representatives, and are in addition to and not in substitution for, any other right to indemnification or contribution that such person may have under the articles of incorporation or by-laws of the Company or the Surviving Corporation, under any acquisition contract, under the Law or otherwise. Section 5.16.5 Notwithstanding any other provision in this Agreement to the contrary, the provisions of this Section 5.16 may not be amended or modified without the approval of each of the individuals identified in Section 5.16.1.

Indemnification of Directors and Officers. Section 5.9.1 Notwithstanding (a) Newco agrees that all rights to indemnification for acts or omissions occurring prior to or upon the provisions set forth Effective Time existing as of the date of the Original Agreement in Section 2.4, Parent and favor of the Surviving Corporation agree that current or former directors or officers of the indemnification obligations set forth Company as provided in the Company Certificate and certificate of incorporation or bylaws or indemnification agreements of the Company Bylaws shall survive the Merger and shall not be amended, repealed or otherwise modified continue in full force and effect in accordance with their terms for a period of six years after the Effective Time in any manner that would adversely affect the rights thereunder of any individual who on or prior to the Effective Time was a director, officer, trustee, fiduciary, employee or agent of the Company or any Company Subsidiary or who served at the request of the Company or any Company Subsidiary as a director, officer, trustee, partner, fiduciary, employee or agent of another corporation, partnership, joint venture, trust, pension or other employee benefit plan or enterprise, unless such amendment or modification is required by Law. The individuals to whom this Section 5.9.1 applies shall be intended third party beneficiaries of this Section 5.9. Section 5.9.2 For six years from the Effective Time, it being understood that during such six year period, the Surviving Corporation may make modifications or amendments to its Certificate of Incorporation or Bylaws so long as the rights of such current and former directors or officers under such documents are not adversely affected with respect to matters existing or occurring prior to or upon the Effective Time. Newco shall provide cause to be maintained, if commercially available, for a period of six years from the Effective Time the Company's current directors' and officers' insurance and indemnification policy (the "D&O --- Insurance") (provided that Newco may substitute therefor, at its election, --------- policies or financial guarantees with the same carriers or other obligors of substantially equal or better financial standing as insure Newco's directors and officers (of at least the same coverage and amounts containing terms and conditions which are substantially similar to the existing D&O Insurance or which are the same as of those applicable to Newco's directors or officers) to the date hereof and as of the Effective Time) an extent that such insurance and indemnification policy that provides policies provide coverage for events occurring prior to or upon the Effective Time (for all persons who are directors and officers of the "Company on the date of the Original Agreement, so long as the annual premium to be paid by the Company after the date of the Original Agreement for such D&O Insurance during such six-year period would not exceed 200% of the current annual premium. If, during such six-year period, such insurance coverage cannot be obtained at all or can only be obtained for an amount in excess of 200% of the current annual premium therefor, Newco shall use reasonable efforts to cause to be obtained for an amount equal to 200% of the current annual premium therefor, on terms and conditions substantially similar to the existing D&O Insurance". (b) that is no less favorable than If any claim or claims shall, subsequent to the Effective Time and within six years thereafter, be made in writing against any present or former director or officer of the Company based on or arising out of the services of such person prior to or upon the Effective Time in the capacity of such person as a director or officer of the Company (and such director or officer shall have given Newco written notice of such claim or claims within such six year period), the provisions of paragraph (a) of this Section 5.5 respecting the rights to indemnify the current or former directors or officers under the Certificate of Incorporation and Bylaws of the Company shall continue in effect until the final disposition of all such claims. (c) Notwithstanding anything to the contrary in this Section 5.5, but subject to the terms of the Company's existing policy indemnification agreements (true and complete copies which have been previously provided to Parent) orin the form filed with the Company SEC Documents), if substantially equivalent insurance coverage is unavailable, the best available coverage; provided, however, that neither Newco nor the Surviving Corporation shall be liable for any settlement effected without its written consent, which shall not be required to pay an annual premium for the D&O Insurance in excess of 250% of the last annual premium paid prior to the date of this Agreement, which premium the Company represents and warrants to be approximately $415,000. The provisions of the immediately preceding sentence shall be deemed to have been satisfied if prepaid policies have been obtained prior to the Effective Time for purposes of this Section 5.9, which policies provide such directors and officers with coverage for an aggregate period of six years with respect to claims arising from facts or events that occurred on or before the Effective Time, including, without limitation, in respect of the transactions contemplated by this Agreement. If such prepaid policies have been obtained prior to the Effective Time, Parent shall, and shall cause the Surviving Corporation to, maintain such policies in full force and effect, and continue to honor the obligations thereunder. The directors and officers to whom this Section 5.9.2 applies shall be intended third party beneficiaries of this Section 5.9.2unreasonably withheld.

Indemnification of Directors and Officers. Section 5.9.1 Notwithstanding (a) For at least six (6) years after the provisions set forth in Section 2.4Closing Date, Parent the Purchaser shall (and the Surviving Corporation agree that the indemnification obligations set forth in shall cause the Company Certificate and the Company Bylaws shall survive the Merger and shall not be amendedSubsidiaries to), repealed or otherwise modified for a period of six years after the Effective Time in any manner that would adversely affect the rights thereunder of any individual who on or prior to the Effective Time was a director, officer, trustee, fiduciary, employee or agent fullest extent permitted under applicable Law and the Organizational Documents of the Company and the Company Subsidiaries as in effect on the date hereof, maintain the Company and Company Subsidiaries’ existing indemnification provisions with respect to each director or any Company Subsidiary or who served at the request officer of the Company or any Company Subsidiary as of the Closing (collectively, the “Indemnified Directors or Officers”), including provisions relating to advancement of expenses therein; provided that if any claim or claims are asserted or made within such six (6) year period by any Indemnified Director or Officer, all rights to indemnification in respect of any such claim or claims shall continue until final disposition of any and all such claim or claims. None of the Purchaser, the Company or any Company Subsidiary shall have any obligation hereunder to any Indemnified Director or Officer with respect to a director, officer, trustee, partner, fiduciary, employee Proceeding when and if it shall be determined by a court of competent jurisdiction in a final non-appealable order or agent decree that the indemnification of another corporation, partnership, joint venture, trust, pension such Indemnified Director or other employee benefit plan Officer in the manner contemplated hereby is prohibited by applicable Law or enterprise, unless such amendment the terms of existing Organizational Documents. In the event the Company or modification is required by Law. The individuals any Company Subsidiary fails to whom make any payment when due under this Section 5.9.1 applies 5.11(a), the Purchaser shall make, or cause to be intended third party beneficiaries of this Section 5.9made, such payment. Section 5.9.2 (b) For at least six (6) years from after the Effective TimeClosing Date, the Surviving Corporation Purchaser shall, and shall provide cause the Company and the Company Subsidiaries to, maintain in effect the current policies of directors’ and officers’ liability insurance maintained by the Company and the Company Subsidiaries with respect to claims arising from or related to facts or events that occurred at or before the Company's directors and officers (as Closing Date for the benefit of the date hereof and as of the Effective Time) an insurance and indemnification policy that provides coverage for events occurring prior to the Effective Time (the "D&O Insurance") that is no less favorable than the Company's existing policy (true and complete copies which have been previously provided to Parent) or, if substantially equivalent insurance coverage is unavailable, the best available coverageIndemnified Directors or Officers; provided, however, that the Surviving Corporation shall not be required to pay an annual premium for Purchaser, the D&O Insurance in excess of 250% Company or any Company Subsidiary may purchase six (6) year “tail” coverage covering acts or omissions of the last annual premium paid prior Indemnified Directors or Officers at or before the Closing Date on substantially similar terms to the directors’ and officers’ liability insurance policy or policies maintained by the Company or the applicable Company Subsidiary or Company Subsidiaries at the date of this AgreementAgreement (including coverage amounts and limitations). The Purchaser agrees to, which premium and following the Closing will cause the Company represents and warrants the Company Subsidiaries to, not take any action that would have the effect of limiting the aggregate amount of directors’ and officers’ insurance coverage required to be approximately $415,000. The provisions of maintained for the immediately preceding sentence shall be deemed Indemnified Director or Officer referred to have been satisfied if prepaid policies have been obtained prior to the Effective Time for purposes of in this Section 5.9, which policies provide such directors and officers with coverage 5.11. (c) The covenants set forth in this Section 5.11 are intended to be for an aggregate period of six years with respect to claims arising from facts or events that occurred on or before the Effective Time, including, without limitation, in respect of the transactions contemplated by this Agreement. If such prepaid policies have been obtained prior to the Effective Time, Parent shallbenefit of, and shall cause be enforceable by, each of the Surviving Corporation toIndemnified Directors or Officers and their respective heirs and legal representatives. The indemnification provided for herein shall not be deemed exclusive of any other rights to which an Indemnified Director or Officer is entitled, maintain whether pursuant to Law, contract or otherwise. (d) If, after the Closing, the Purchaser, the Company, any Company Subsidiary or any of their respective successors or assigns shall: (i) merge or consolidate with or merge into any other Person and shall not be the surviving or continuing Person of such policies consolidation or merger; or (ii) transfer all or substantially all of their respective properties and assets to any Person, then in full force and effecteach such case, and continue the Purchaser shall take all necessary actions to honor ensure that the successors or assigns of the Purchaser, the Company or the applicable Company Subsidiary (as applicable) shall assume all of the obligations thereunder. The directors and officers to whom set forth in this Section 5.9.2 applies shall be intended third party beneficiaries of this Section 5.9.25.11.

Indemnification of Directors and Officers. Section 5.9.1 Notwithstanding (a) For six (6) years after the provisions set forth in Section 2.4Acceptance Time, Parent and shall, or shall cause the Surviving Corporation agree that to, provide indemnification and exculpation for 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 of its Subsidiaries (the “Indemnified Parties”), which is at least as favorable to such person as the exculpation and indemnification obligations set forth provided to the Indemnified Parties by the Company and its Subsidiaries immediately prior to the date of this Agreement in the applicable Company Certificate Charter, Company Bylaws, and Subsidiaries Governance Documents as in effect on the Company Bylaws date hereof. (b) Parent shall survive the Merger and shall not either (i) cause to be amendedmaintained in effect, repealed or otherwise modified for a period of six (6) years after the Effective Time in any manner that would adversely affect Acceptance Time, the rights thereunder current policy of any individual who the Company’s directors’ and officers’ and fiduciary liability insurance described on Section 5.8(b) of the Company Disclosure Schedule (the “Current D&O Policy”) covering acts or omissions at or prior to the Effective Acceptance Time was a directorwith respect to those persons who are currently covered by the Current D&O Policy or those persons who, officer, trustee, fiduciary, employee or agent of the Company or any Company Subsidiary or who served at the request of the Company or any Company Subsidiary as a director, officer, trustee, partner, fiduciary, employee or agent of another corporation, partnership, joint venture, trust, pension or other employee benefit plan or enterprise, unless such amendment or modification is required by Law. The individuals prior to whom this Section 5.9.1 applies shall be intended third party beneficiaries of this Section 5.9. Section 5.9.2 For six years from the Effective Time, are designated to fill any vacancies on the Surviving Corporation shall provide Company Board pursuant to Section 1.3(c) hereof, or (ii) obtain, in consultation with the Company's directors , a prepaid (or “tail”) directors’ and officers (as of the date hereof and as of the Effective Time) an officers’ liability insurance and indemnification policy that provides coverage for events occurring covering acts or omissions at or prior to the Effective Acceptance Time for a period of six (6) years after the "Acceptance Time, with respect to those persons who are currently covered by the Current D&O Insurance") that is Policy on terms with respect to such coverage and amounts no less favorable to such indemnified persons than those of the Company's existing policy (true and complete copies which have been previously provided to Parent) or, if substantially equivalent insurance coverage is unavailable, the best available coverageCurrent D&O Policy; provided, howeverthat (A) this Section 5.8(b) shall not extend or otherwise increase obligations of the Company to provide coverage for acts or omissions of directors or officers of any Person acquired by the Company prior to the date of this Agreement beyond the terms provided for in the agreements with respect to such transactions; (B) Parent may substitute one or more policies for the Current D&O Policy, that so long as such substitute policies have at least the Surviving Corporation same coverage and amounts and contain terms and conditions which are no less advantageous to the persons currently covered by the Current D&O Policy; (C) Parent shall not be required to pay an any annual premium for the Current D&O Insurance Policy or any substitutes with respect thereto in excess of 250% of the last annual premium paid prior to be in effect after the date of this Agreement, which hereof; and (D) if the premium for the Company represents and warrants to be approximately $415,000. The provisions of the immediately preceding sentence shall be deemed to have been satisfied if prepaid policies have been obtained prior to the Effective Time for purposes of this Section 5.9, which policies provide Current D&O Policy or any substitutes therefor exceeds such directors and officers with coverage for an aggregate period of six years with respect to claims arising from facts or events that occurred on or before the Effective Time, including, without limitation, in respect of the transactions contemplated by this Agreement. If such prepaid policies have been obtained prior to the Effective Timeamount, Parent shall, and shall cause purchase a substitute policy with the Surviving Corporation to, maintain greatest coverage available for such policies in full force and effect, and continue to honor the obligations thereunder. The directors and officers to whom this Section 5.9.2 applies shall be intended third party beneficiaries of this Section 5.9.2250% amount.

Indemnification of Directors and Officers. Section 5.9.1 Notwithstanding the provisions set forth in Section 2.4, Parent (a) Acquiror and ----------------------------------------- the Surviving Corporation agree that the indemnification obligations set forth in Target's Articles of Incorporation or By-laws, in each case as of the Company Certificate and the Company Bylaws date of this Agreement, shall survive the Merger (and, prior to the Effective Time, Acquiror shall cause the Certificate of Incorporation and By-laws of Sub to reflect such provisions) and shall not be amended, repealed or otherwise modified for a period of six four years after the Effective Time in any manner that would adversely affect the rights thereunder of any individual the individuals who on or prior to the Effective Time was a directorwere directors, officerofficers, trustee, fiduciary, employee employees or agent agents of the Company Target or any Company Subsidiary or who served at the request of the Company or any Company Subsidiary as a director, officer, trustee, partner, fiduciary, employee or agent of another corporation, partnership, joint venture, trust, pension or other employee benefit plan or enterprise, unless such amendment or modification is required by Law. The individuals to whom this Section 5.9.1 applies shall be intended third party beneficiaries of this Section 5.9its subsidiaries. Section 5.9.2 (b) For six five years from the Effective Time, Acquiror and the Surviving Corporation shall use their best efforts to provide to the Company's directors and officers (of Target as of the date hereof and as of this Agreement liability insurance protection of the Effective Time) an same kind and scope as that provided by Acquiror's directors' and officers' liability insurance and indemnification policy that provides coverage for events occurring prior to the Effective Time policies (the "D&O Insurance") that is no less favorable than the Company's existing policy (true and complete copies of which have been previously provided made available to Parent) orTarget), if substantially equivalent insurance coverage is unavailable, the best available coverage; provided, however, that the Surviving Corporation shall not be required to pay an annual premium for the D&O Insurance in excess of 250% of the last annual premium paid prior to the date of this Agreement, which premium the Company represents and warrants to be approximately $415,000. The provisions of the immediately preceding sentence shall be deemed to have been satisfied if prepaid policies have been obtained prior to the Effective Time for purposes of this Section 5.9, which policies provide such directors and officers with coverage for an aggregate period of six years with respect to claims arising from facts or events that occurred on or before the Effective Time, including, without limitation, in respect of the transactions contemplated by this Agreement. If such prepaid policies have been obtained prior to the Effective Time; provided, Parent shallhowever, that in no event shall -------- ------- Acquiror be required to expend more than 150% of the amount currently expended by Acquiror (the "Insurance Amount") to maintain or procure its current ---------------- directors and offices liability insurance coverage; provided, further, that if -------- ------- Acquiror is unable to maintain or obtain the insurance called for by this Section 5.11, Acquiror shall cause use its best efforts to obtain as much comparable ------------ insurance as available for the Insurance Amount. (c) In the event Acquiror or the Surviving Corporation toor any of their respective successors or assigns (i) consolidates with or merges into any other person or shall not be the continuing or surviving corporation or entity in such consolidation or merger or (ii) transfers all or substantially all its properties and assets to any person, maintain such policies in full force and effectthen, and continue to in each case, proper provision shall be made so that the successors and assigns of Acquiror or the Surviving Corporation, as the case may be, honor the indemnification obligations thereunderset forth in this Section 5.11. ------------ (d) The directors obligations of Acquiror and officers the Surviving Corporation under this Section 5.11 shall not be terminated or modified in such a manner as to ------------ adversely affect any director, officer, employee, agent or other person to whom this Section 5.9.2 5.11 applies without the consent of such affected director, ------------ officer, employees, agents or other persons (it being expressly agreed that each such director, officer, employee, agent or other person to whom this Section ------- 5.11 applies shall be intended third third-party beneficiaries of this Section 5.9.2.5.11). ---- ------------

Indemnification of Directors and Officers. Section 5.9.1 Notwithstanding the provisions set forth in Section 2.4, Parent 5.16.1 Manpower and the Surviving Corporation agree that the indemnification obligations set forth in the Company Certificate and the Company Bylaws Organizational Documents shall survive the Merger (and, prior to the Effective Time, Manpower shall cause the Organizational Documents of Merger Sub to reflect such provisions) and shall not be amended, repealed or otherwise modified for a period of six years after the Effective Time in any manner that would adversely affect the rights thereunder of any individual who on or prior to the Effective Time was a director, officer, trustee, fiduciary, employee or agent of the Company or any Company Subsidiary or who served at the request of the Company or any Company Subsidiary as a director, officer, trustee, partner, fiduciary, employee or agent of another corporation, partnership, joint venture, trust, pension or other employee benefit plan or enterprise, unless such amendment or modification is required by Law. The individuals to whom this Section 5.9.1 applies shall be intended third party beneficiaries of this Section 5.9. Section 5.9.2 5.16.2 For six years from the Effective Time, Manpower shall, and shall cause the Surviving Corporation shall to, provide to the Company's current directors and officers (as of the date hereof and as of the Effective Time) an insurance and indemnification policy that provides coverage for events occurring prior to the Effective Time (the "D&O Insurance") that is no less favorable than the Company's existing policy (true and complete copies which have been previously provided to ParentManpower) or, if substantially equivalent insurance coverage is unavailable, the best available coverage; provided, however, that the Surviving Corporation shall not be required to pay an annual premium for the D&O Insurance in excess of 250200% of the last annual premium premiums paid prior to the date of this Agreement, which premium premiums the Company represents and warrants to be approximately not more than $415,000450,000, and, in the event that any such annual premium would exceed $900,000, Manpower and the Surviving Corporation shall obtain and provide the most coverage available for a premium in the amount of $900,000. The provisions of the immediately preceding sentence shall be deemed to have been satisfied if if, with the prior written consent of Manpower, prepaid policies have been obtained prior to the Effective Time for purposes of this Section 5.95.16, which policies provide such directors and officers with coverage no less favorable than the Company's existing policy for an aggregate period of six years with respect to claims arising from facts or events that occurred on or before the Effective Time, including, without limitation, in respect of the transactions contemplated by this Agreement. If such prepaid policies have been obtained prior to the Effective Time, Parent Manpower shall, and shall cause the Surviving Corporation to, maintain such policies in full force and effect, and continue to honor the obligations thereunder. The directors and officers obligations under this Section 5.16 shall not be terminated or modified in such a manner as to adversely affect any indemnitee to whom this Section 5.9.2 5.16 applies without the consent of such affected indemnitee (it being expressly agreed that the indemnitees to whom this Section 5.16 applies shall be intended third party beneficiaries of this Section 5.9.25.16). Section 5.16.3 In the event Manpower or the Surviving Corporation (A) consolidates with or merges into any other Person and shall not be the continuing or surviving corporation or entity of such consolidation or merger or (B) transfers all or substantially all of its properties and assets to any Person, then, and in each such case, proper provisions shall be made so that such continuing or surviving corporation or entity or transferee of such assets, as the case may be, shall assume the obligations set forth in this Section 5.16. Section 5.16.4 The provisions of this Section 5.16 shall be enforceable by each individual identified in Section 5.16.1 and his or her heirs and representatives, and are in addition to and not in substitution for, any other right to indemnification or contribution that such person may have under the articles of incorporation or by-laws of the Company or the Surviving Corporation, under any acquisition contract, under the Law or otherwise. Section 5.16.5 Notwithstanding any other provision in this Agreement to the contrary, the provisions of this Section 5.16 may not be amended or modified without the approval of each of the individuals identified in Section 5.16.1.

Indemnification of Directors and Officers. Section 5.9.1 Notwithstanding the provisions set forth in Section 2.4, (a) Parent and the Surviving Corporation Merger Sub agree that all rights of indemnification, advancement of expenses, exculpation and limitation of liabilities existing in favor of the indemnification obligations set forth in current or former directors, officers and employees of the Company Certificate and the Company Bylaws shall survive the Merger Subsidiaries and shall not be amended, repealed or otherwise modified for a period of six years after the Effective Time in any manner that would adversely affect the rights thereunder of any individual who on or prior to the Effective Time was a director, officer, trustee, fiduciary, employee or agent of the Company or any Company Subsidiary or each such Person who served at the request of the Company or any Company Subsidiary as a director, officer, trustee, partner, fiduciary, employee or agent of another corporation, partnership, joint venture, trust, pension or other employee benefit plan or enterprise, unless such amendment or modification is required by Law. The individuals to whom this Section 5.9.1 applies shall be intended third party beneficiaries of this Section 5.9. Section 5.9.2 For six years from the Effective Time, the Surviving Corporation shall provide to the Company's directors and officers (as of the date hereof and as of the Effective Time) an insurance and indemnification policy that provides coverage for events occurring prior to the Effective Time enterprise (the "D&O Insurance"“Indemnified Parties”) that is no less favorable than as provided in the Company's existing policy (true Company Articles of Incorporation and complete copies which have been previously provided to Parent) orthe Company Bylaws or similar organizational documents of any Company Subsidiary or under any indemnification, if substantially equivalent insurance coverage is unavailableemployment or other similar agreements between any Indemnified Party and the Company or any Company Subsidiary, the best available coverage; provided, however, that the Surviving Corporation shall not be required to pay an annual premium for the D&O Insurance in excess of 250% of the last annual premium paid prior to each case as in effect on the date of this Agreement, which premium the Company represents and warrants to be approximately $415,000. The provisions of the immediately preceding sentence shall be deemed to have been satisfied if prepaid policies have been obtained prior to the Effective Time for purposes of this Section 5.9, which policies provide such directors and officers with coverage for an aggregate period of six years Agreement with respect to claims arising from facts or events that occurred on or before the Effective Time, including, without limitation, in respect of the transactions contemplated by this Agreement. If such prepaid policies have been obtained matters occurring prior to the Effective Time, shall survive the Merger and continue in full force and effect in accordance with their respective terms. From and after the Effective Time, Parent and the Surviving Corporation shall be jointly and severally liable to pay and perform in a timely manner such obligations. For the avoidance of doubt, no amendment or change to the articles of incorporation or bylaws of the Surviving Corporation or any similar organizational documents of any Company Subsidiary following the Effective Time shall in any way limit or modify Parent’s and Merger Sub’s obligations under this Section 5.9(a). (b) In the event that Parent or the Surviving Corporation or any of their respective successors or assigns (i) consolidates with or merges into any other Person and is not the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers or conveys all or substantially all of its properties and assets to any Person, or if Parent dissolves the Surviving Corporation, then, and in each such case, Parent shall cause proper provision to be made so that the successors and assigns of Parent or the Surviving Corporation assume the obligations set forth in this Section 5.9. (c) Prior to the Effective Time, the Company shall or, if the Company is unable to, Parent shall cause the Surviving Corporation as of the Effective Time to, obtain and fully pay the premium for a non-cancellable extension (or “tail”) of the directors’ and officers’ liability insurance coverage of the Company’s existing directors’ and officers’ insurance policies and the Company’s existing fiduciary liability insurance policies (collectively, “D&O Insurance”), in each case for a claims reporting or discovery period of six (6) years from and after the Effective Time (such period, the “Tail Period”) with respect to any claim related to any period or time at or prior to the Effective Time with terms, conditions, retentions and limits of liability that are no less favorable than the coverage provided under the Company’s existing policies and covering each Person currently covered by the Company’s existing policies; provided that (i) such “tail” insurance policies shall not require the payment of an aggregate annual premiums in excess of three hundred percent (300%) of the aggregate annual premium most recently paid by the Company prior to the date hereof (the “Maximum Amount”) to maintain the D&O Insurance (and if the annual premium of such insurance coverage exceeds such amount, the Company or the Surviving Corporation shall be obligated to (and as of the Effective Time Parent shall cause the Surviving Corporation to) obtain a policy with the greatest coverage available for a cost not exceeding such amount) and (ii) prior to the Closing, the Company shall not enter into any Contract for a “tail” policy without the prior written consent of Parent (which consent shall not be unreasonably withheld, conditioned or delayed). Parent shall, and shall cause the Surviving Corporation to, maintain such “tail” policies in full force and effecteffect through such six (6) year period. If the Company or the Surviving Corporation for any reason fails to obtain such “tail” insurance policies as of the Effective Time, then from the Effective Time through the end of the Tail Period, Parent shall, or shall cause the Surviving Corporation to, maintain in effect the Company’s current D&O Insurance covering each Person currently covered by the Company’s D&O Insurance for acts or omissions occurring prior to the Effective Time with respect to any matter claimed against such Person by reason of him or her serving in the applicable capacity on terms with respect to such coverage and continue amounts no less favorable than those of such D&O Insurance policies in effect on the date of this Agreement; provided that in no event shall the aggregate costs of such D&O Insurance policies exceed the Maximum Amount, it being understood that Parent or the Surviving Corporation shall nevertheless be obligated to honor provide such coverage during the obligations thereunder. Tail Period as may be obtained for the Maximum Amount; provided, further, that Parent or the Surviving Corporation may substitute therefor D&O Insurance policies of any nationally recognized reputable insurance company with a same or better credit rating than the Company’s current insurance carrier with respect to D&O Insurance. (d) The directors and officers to whom this Section 5.9.2 applies shall be intended third party beneficiaries provisions of this Section 5.9.25.9 shall (i) survive the consummation of the Merger, (ii) are intended to be for the benefit of, and shall be enforceable by, each of the Indemnified Parties, their respective heirs and Representatives and (iii) are in addition to, and not in substitution for, any other rights to indemnification or contribution that any such Person may have by Contract or otherwise. From and after the Effective Time, the provisions of this Section 5.9 may not be amended in any manner adverse to any Indemnified Party without his or her consent.

Indemnification of Directors and Officers. Section 5.9.1 Notwithstanding (a) For not less than six years from and after the provisions set forth in Section 2.4Effective Time, Parent shall and shall cause the Surviving Corporation agree that the indemnification obligations set forth in to indemnify and hold harmless all past and present directors and officers of the Company Certificate and (“Covered Persons”) to the same extent such persons are indemnified as of the date of this Agreement by the Company Bylaws shall survive pursuant to the Merger Company’s certificate of incorporation and shall not be amended, repealed by-laws with any Covered Persons for acts or otherwise modified for a period of six years after the Effective Time in any manner that would adversely affect the rights thereunder of any individual who on omissions occurring at or prior to the Effective Time was a director, officer, trustee, fiduciary, employee or agent of the Company or any Company Subsidiary or who served at the request of the Company or any Company Subsidiary as a director, officer, trustee, partner, fiduciary, employee or agent of another corporation, partnership, joint venture, trust, pension or other employee benefit plan or enterprise, unless such amendment or modification is required by LawTime. The individuals to whom this Section 5.9.1 applies Each Covered Person shall be intended third party beneficiaries entitled to advancement of this Section 5.9. Section 5.9.2 For six years from expenses incurred in the Effective Timedefense of any claim, the Surviving Corporation shall provide action, suit, proceeding or investigation with respect to any matters subject to indemnification hereunder in accordance with the Company's directors ’s certificate of incorporation and officers (as of the date hereof and as of the Effective Time) an insurance and indemnification policy that provides coverage for events occurring prior to the Effective Time (the "D&O Insurance") that is no less favorable than the Company's existing policy (true and complete copies which have been previously provided to Parent) or, if substantially equivalent insurance coverage is unavailable, the best available coverage; provided, however, that the Surviving Corporation shall not be required to pay an annual premium for the D&O Insurance by-laws in excess of 250% of the last annual premium paid prior to existence on the date of this Agreement, which premium provided that any person to whom expenses are advanced undertakes, to the extent required by the DGCL, to repay such advanced expenses if it is ultimately determined that such person is not entitled to indemnification. (b) The Company represents and warrants to be approximately $415,000. The provisions of the immediately preceding sentence shall be deemed to have been satisfied if prepaid policies have been obtained purchase, prior to the Effective Time for purposes Time, a four-year “tail” prepaid directors’ and officers’ liability insurance policy in respect of this Section 5.9, which policies provide such directors and officers with coverage for an aggregate period of six years with respect to claims arising from facts or events that which occurred on or before the Effective Time, including, without limitation, ; provided that the premium for such policy are reasonably acceptable to Parent (it being understood that a policy with a one-time premium not in respect excess of 300% of the transactions contemplated by current annual premium shall be deemed to be reasonably acceptable to Parent). (c) The obligations under this Agreement. If Section 5.8 shall not be terminated or modified in such prepaid policies have been obtained prior a manner as to the Effective Time, Parent shall, and shall cause the Surviving Corporation to, maintain such policies in full force and effect, and continue to honor the obligations thereunder. The directors and officers affect adversely any indemnitee to whom this Section 5.9.2 5.8 applies without the consent of such affected indemnitee (it being expressly agreed that the indemnitees to whom this Section 5.8 apply and their respective heirs, successors and assigns shall be intended third express third-party beneficiaries of this Section 5.9.25.8). In the event Parent or the Surviving Corporation (i) consolidates with or merges into any other person and shall not be the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers all or substantially all of its properties and assets to any person, then, and in each such case, proper provision shall be made so that such continuing or surviving corporation or entity or transferee of such assets, as the case may be, shall assume the obligations set forth in this Section 5.8.

Indemnification of Directors and Officers. Section 5.9.1 Notwithstanding (a) Parent and Merger Sub agree to cause the provisions set forth in Section 2.4Surviving Corporation to ensure, Parent and the Surviving Corporation agree immediately following the Closing agrees to ensure, that the all rights to indemnification obligations set forth now existing in the Company Certificate and the Company Bylaws shall survive the Merger and shall not be amended, repealed or otherwise modified for a period of six years after the Effective Time in any manner that would adversely affect the rights thereunder favor of any individual who on who, at or prior to the Effective Time Time, was a director, officer, trustee, fiduciary, employee or agent of the Company or any of the Company Subsidiary Subsidiaries or who served who, at the request of the Company or any of the Company Subsidiary Subsidiaries, served as a director, officer, trusteemember, partner, fiduciary, employee trustee or agent fiduciary of another corporation, partnership, joint venture, trust, pension or other employee benefit plan or enterpriseenterprise (collectively, unless with such amendment individual’s heirs, executors or modification administrators, the “Indemnified Persons”) as provided in the respective Organizational Documents and indemnification agreements to which the Company or any of the Subsidiaries is required a party, shall survive the Merger and shall continue in full force and effect for a period of not less than six (6) years from the Effective Time and indemnification agreements and the provisions with respect to indemnification and limitations on liability set forth in such Organizational Documents shall not be amended, repealed or otherwise modified; provided, that in the event any claim or claims are asserted or made within such six (6) year period, all rights to indemnification in respect of any such claim or claims shall continue until final disposition of any and all such claims. (b) At the Effective Time, Parent shall cause the Surviving Corporation to purchase (at the Surviving Corporation’s sole cost and expense) and maintain in effect for a period of six (6) years thereafter, “run-off” coverage as provided (i) by Lawthe Company’s directors’ and officers’ liability insurance policies and (ii) by the Company’s fiduciary and employee benefit policies, in each case, covering those Persons who are covered on the date of this Agreement by such policies. (c) Notwithstanding any other provisions hereof, the obligations of Parent and the Surviving Corporation contained in this Section 6.11 shall be binding upon the successors and assigns of Parent and the Surviving Corporation. In the event Parent or the Surviving Corporation, or any of their respective successors or assigns, (i) consolidates with or merges into any other Person or (ii) transfers all or substantially all of its properties or assets to any Person, then, and in each case, proper provision shall be made so that the successors and assigns of Parent or the Surviving Corporation, as the case may be, honor the indemnification obligations set forth in this Section 6.11. (d) The individuals obligations of Parent and the Surviving Corporation under this Section 6.11 shall survive the Closing and shall not be terminated or modified in such a manner as to affect adversely any Indemnified Person to whom this Section 5.9.1 6.11 applies without the consent of such affected Indemnified Person (it being expressly agreed that the Indemnified Persons to whom this Section 6.11 applies shall be intended third third-party beneficiaries of this Section 5.9. Section 5.9.2 For six years from 6.11, each of whom may enforce the Effective Time, the Surviving Corporation shall provide to the Company's directors and officers (as of the date hereof and as of the Effective Time) an insurance and indemnification policy that provides coverage for events occurring prior to the Effective Time (the "D&O Insurance") that is no less favorable than the Company's existing policy (true and complete copies which have been previously provided to Parent) or, if substantially equivalent insurance coverage is unavailable, the best available coverage; provided, however, that the Surviving Corporation shall not be required to pay an annual premium for the D&O Insurance in excess of 250% of the last annual premium paid prior to the date of this Agreement, which premium the Company represents and warrants to be approximately $415,000. The provisions of the immediately preceding sentence shall be deemed to have been satisfied if prepaid policies have been obtained prior to the Effective Time for purposes of this Section 5.9, which policies provide such directors and officers with coverage for an aggregate period of six years with respect to claims arising from facts or events that occurred on or before the Effective Time, including, without limitation, in respect of the transactions contemplated by this Agreement. If such prepaid policies have been obtained prior to the Effective Time, Parent shall, and shall cause the Surviving Corporation to, maintain such policies in full force and effect, and continue to honor the obligations thereunder. The directors and officers to whom this Section 5.9.2 applies shall be intended third party beneficiaries of this Section 5.9.26.11).

Indemnification of Directors and Officers. Section 5.9.1 Notwithstanding the provisions set forth in Section 2.4, Parent and The Purchaser will cause the Surviving Corporation agree that the to maintain and perform, and will not take any action to alter or impair, any indemnification obligations set forth provisions or similar exculpatory provisions eliminating personal liability of directors and officers for monetary damages existing in the Company Certificate and Company’s or any Acquired Company’s certificate of incorporation, bylaws (or comparable organizational or governing documents), existing indemnification agreements between the Company Bylaws shall survive and its directors and officers, or any similar written agreement in effect as of the Merger and shall not be amendedEffective Time, repealed only to the extent a copy of which has been made available to the Purchaser or otherwise modified described in Section 3.23 of the Company Disclosure Schedule, for a period of not less than six (6) years after the Effective Time Time, except for any changes in any manner that would such certificates of incorporation or bylaws (or comparable organizational or governing documents) which, in each instance, do not directly or indirectly adversely affect the rights thereunder application of any individual who on such provisions to acts or omissions of such individuals prior to the Effective Time was or materially alter or impair the rights of such individuals thereunder. Without limiting the foregoing, the Purchaser will continue the Company’s and each Acquired Company’s directors’ and officers’ insurance policy in effect as of the Effective Time for such six-year period, so long as the aggregate premium for such policy does not exceed $300,000 in the aggregate over such six-year period. Alternatively, if after the Closing, the Company purchases a directorprepaid six year tail policy the Purchaser will continue such policy for a six year period. Notwithstanding anything to the contrary in this Agreement, officerthe provisions of this Section 5.14 will survive the consummation of the Merger and are intended to be for the benefit of, trusteeand will be enforceable by, fiduciary, employee or agent each present and former directors and officers of the Company and his or any Company Subsidiary or who served at the request of the Company or any Company Subsidiary as a director, officer, trustee, partner, fiduciary, employee or agent of another corporation, partnership, joint venture, trust, pension or other employee benefit plan or enterprise, unless such amendment or modification is required by Lawher heirs and representatives. The individuals to whom this Section 5.9.1 applies shall be intended third party beneficiaries of this Section 5.9. Section 5.9.2 For six years from Following the Effective Time, the Surviving Corporation shall provide obligations of the Purchaser under this Section 5.14 will not be terminated or modified in such a manner as to adversely affect the Company's rights of any present and former directors and officers (as of the date hereof Company under this Section 5.14 without the consent of such affected present and as former directors and officers of the Effective TimeCompany. If the Surviving Corporation or any of its successors or assigns shall (i) an insurance consolidate or merge into any other Person and indemnification policy shall be the continuing or surviving corporation of such consolidation or merger or (ii) transfer all or substantially all of its properties and assets to any Person, then, and in each case, proper provisions shall be made so that provides coverage for events occurring prior to the Effective Time (the "D&O Insurance") that is no less favorable than the Company's existing policy (true successors and complete copies which have been previously provided to Parent) or, if substantially equivalent insurance coverage is unavailable, the best available coverage; provided, however, that assigns of the Surviving Corporation shall not be required to pay an annual premium for the D&O Insurance in excess of 250% assume all of the last annual premium paid prior to the date obligations of this Agreement, which premium the Company represents and warrants to be approximately $415,000. The provisions of the immediately preceding sentence shall be deemed to have been satisfied if prepaid policies have been obtained prior to the Effective Time for purposes of this Section 5.9, which policies provide such directors and officers with coverage for an aggregate period of six years with respect to claims arising from facts or events that occurred on or before the Effective Time, including, without limitation, in respect of the transactions contemplated by this Agreement. If such prepaid policies have been obtained prior to the Effective Time, Parent shall, and shall cause the Surviving Corporation to, maintain such policies set forth in full force and effect, and continue to honor the obligations thereunderthis Section 5.14. The directors obligations of the Purchaser and officers to whom the Surviving Corporation under this Section 5.9.2 applies 5.14 shall be intended third party beneficiaries of this Section 5.9.2joint and several.

Indemnification of Directors and Officers. Section 5.9.1 Notwithstanding the provisions set forth in Section 2.4, Parent and the Surviving Corporation agree (a) Purchaser agrees that the indemnification obligations set forth in Katy's Certificate of Incorporation or By-laws, in each case as of the Company Certificate and the Company Bylaws date of this Agreement, shall survive the Merger consummation of the Recapitalization and shall not be amended, repealed or otherwise modified for a period of six years after the Effective Time Closing Date in any manner that would adversely affect the rights thereunder of any individual the individuals who on or prior to the Effective Time was a directorClosing Date were directors, officerofficers, trustee, fiduciary, employee employees or agent agents of the Company Katy or any Company Subsidiary or who served at the request of the Company or any Company Subsidiary as a director, officer, trustee, partner, fiduciary, employee or agent of another corporation, partnership, joint venture, trust, pension or other employee benefit plan or enterprise, unless such amendment or modification is required by Law. The individuals to whom this Section 5.9.1 applies shall be intended third party beneficiaries of this Section 5.9its Subsidiaries. Section 5.9.2 (b) For six years from the Effective TimeClosing Date, the Surviving Corporation shall Purchaser agrees that Katy will provide to the Company's directors and officers (of Katy as of the date hereof and as of this Agreement liability insurance protection of the Effective Time) an same kind and scope as that provided by Katy's directors' and officers' liability insurance and indemnification policy that provides coverage for events occurring prior to the Effective Time policies (the "D&O Insurance") that is no less favorable than the Company's existing policy (true and complete copies of which have been previously provided made available to Parent) orPurchaser), if substantially equivalent insurance coverage is unavailable, the best available coverage; provided, however, that the Surviving Corporation shall not be required to pay an annual premium for the D&O Insurance in excess of 250% of the last annual premium paid prior to the date of this Agreement, which premium the Company represents and warrants to be approximately $415,000. The provisions of the immediately preceding sentence shall be deemed to have been satisfied if prepaid policies have been obtained prior to the Effective Time for purposes of this Section 5.9, which policies provide such directors and officers with coverage for an aggregate period of six years with respect to claims arising from facts or events that occurred on or before the Effective Time, including, without limitation, in respect of the transactions contemplated by this Agreement. If such prepaid policies have been obtained prior to the Effective TimeClosing Date; provided, Parent shallhowever, and that in no event shall cause Katy be required to expend more than 200% of the Surviving Corporation to, amount currently expended by Katy (the "Insurance Amount") to maintain such policies in full force and effect, and continue to honor the obligations thereunder. The or procure its current directors and officers liability insurance coverage; provided, further, that if Katy is unable to maintain or obtain the insurance called for by this Section 5.11, Katy shall use its best efforts to obtain as much comparable ------------ insurance as available for the Insurance Amount. (c) In the event Purchaser or Katy or any of their respective successors or assigns (i) consolidates with or merges into any other person or shall not be the continuing or surviving corporation or entity in such consolidation or merger or (ii) transfers all or substantially all its properties and assets to any person, then, and in each case, proper provision shall be made so that the successors and assigns of Purchaser or Katy, as the case may be, honor the indemnification obligations set forth in this Section 5.11. ------------ (d) Purchaser agrees that the obligations of Katy under this Section ------- 5.11 shall not be terminated or modified in such a manner as to adversely affect ---- any director, officer, employee, agent or other person to whom this Section 5.9.2 5.11 ------------ applies without the consent of such affected director, officer, employee, agent or other person (it being expressly agreed that each such director, officer, employee, agent or other person to whom this Section 5.11 applies shall be intended third ------------ third-party beneficiaries of this Section 5.9.2.5.11). ------------

Indemnification of Directors and Officers. Section 5.9.1 Notwithstanding (a) Purchaser agrees that all rights to indemnification, advancement of expenses and exculpation from liabilities for acts or omissions occurring prior to the Closing now existing in favor of any present and former director, manager, officer and employee of each member of Company Group and members of Company (in all of their capacities) (collectively, the “Company Indemnified Parties”) will remain obligations of the Company Group and will survive the Closing and continue in full force and effect in accordance with their terms for a period of six (6) years from and after the Closing Date. (b) Purchaser and Company agree that, until the six (6) year anniversary date of the Closing Date, the Governing Documents of Company and each member of the Company Group shall contain provisions set forth in Section 2.4, Parent and the Surviving Corporation agree that the no less favorable with respect to indemnification obligations set forth of Company Indemnified Parties than are provided in the Governing Documents of the applicable members of Company Certificate and Indemnified Parties in existence on the Company Bylaws shall survive the Merger and Execution Date, which provisions shall not be amended, repealed or otherwise modified for a period of six years after the Effective Time in any manner that would adversely affect the rights thereunder of any individual who such individuals until the expiration of the statutes of limitations applicable to such matters or unless such amendment, modification or repeal is required by applicable Law. (c) Prior to the Closing, Purchaser and/or Company shall have purchased a “tail” policy for the benefit of the Company Indemnified Parties from an insurer with substantially the same or better credit rating as the current carrier for the existing D&O Insurance of Company Group on terms with respect to coverage and in amounts no less favorable in the aggregate than those included in the D&O Insurance of Company Group in effect on the Execution Date, which (i) has an effective term of six (6) years from the Closing Date, (ii) covers each person covered by the D&O Insurance of Company Group in effect on the Execution Date or on the Closing Date for actions and omissions occurring prior to the Effective Time Closing Date, and (iii) contains terms that are no less favorable in the aggregate than those of the D&O Insurance of Company Group in effect on the Execution Date. The costs of the “tail” policy shall be borne by Purchaser; provided, that, to the extent costs of the “tail” policy exceed $200,000, such costs shall be borne by Seller. From and after the Closing, Purchaser and Company shall cause such policy to be maintained in full force and effect, for its full term, and cause all obligations thereunder to be honored by Xxxxxxxxx. (x) The provisions of this Section 8.10 are intended to be for the benefit of, and will be enforceable by, each Company Indemnified Party and in addition to, and not in substitution for, any other rights to indemnification or contribution that any such Person may have by Contract or otherwise. Purchaser shall pay all reasonable out-of-pocket expenses, including reasonable attorneys’ fees, that may be incurred by any Company Indemnified Party in enforcing the indemnity obligations provided in this Section 8.10 unless it is ultimately determined that such Company Indemnified Party is not entitled to such indemnity. (e) For a period of six (6) years after the Closing Date, if Purchaser, Company or any member of the Company Group, or any of its or their respective successors or assigns, consolidates with or merges into any other Person and shall not be the continuing or surviving corporation or entity in such consolidation or merger or transfers all or substantially all of its properties and assets to any Person, then Purchaser and Company shall cause, and in each case, proper provision shall be made so that the successors and assigns of such Person honor the indemnification obligations set forth in this Section 8.10. (f) Purchaser hereby acknowledges that certain Company Indemnified Parties may have rights to indemnification, advancement of expenses and/or insurance provided by Persons other than the Company and the Subsidiaries (collectively, the “Indemnitors”). Purchaser hereby agrees (i) that Purchaser and the Company are the indemnitors of first resort (i.e., their obligations to the Company Indemnified Party are primary and any obligation of the Indemnitors are secondary), (ii) Purchaser and the Company shall be required to advance the full amount of expenses incurred by any Company Indemnified Party and shall be liable for the full amount of all expenses, judgments, penalties, fines and amounts paid in settlement to the extent legally permitted and as required by the terms of this Agreement or the Company’s or its Subsidiaries’ respective certificate of incorporation, by-laws or comparable organizational documents (or any other agreement between the Company or any of the Subsidiaries and any such Company Indemnified Party), without regard to any rights the Company Indemnified Party may have against the Indemnitors, and (iii) Purchaser and the Company irrevocably waive, relinquish and release the Indemnitors from any and all claims against the Indemnitors for contribution, subrogation or any other recovery of any kind in respect thereof. Each of Purchaser and the Company further agree that no advancement or payment by an Indemnitor on behalf of a Company Indemnified Party with respect to any claim for which a Company Indemnified Party has sought indemnification from the Company shall affect the foregoing and the applicable Indemnitor shall have a right of contribution and/or be subrogated to the extent of such advancement or payment to all of the rights of recovery of the Company Indemnified Party against the Company. Purchaser and the Company Indemnified Parties agree that the Indemnitors are express third party beneficiaries of the terms of this Section 8.10(f). (g) Notwithstanding anything to the contrary herein, Purchaser (and, following the Closing, the Company Group), shall have no obligations with respect to matters contemplated in this Section 8.10 in connection with any claim or Action directed against any Company Indemnified Party by any member of the Seller Group to the extent such Company Indemnified Party was a director, officer, trusteeemployee, fiduciarymember, employee manager, equity holder or agent partner of any member of the Company or any Company Subsidiary or who served at the request of Seller Group (excluding the Company or any Company Subsidiary as a director, officer, trustee, partner, fiduciary, employee or agent of another corporation, partnership, joint venture, trust, pension or other employee benefit plan or enterprise, unless such amendment or modification is required by Law. The individuals to whom this Section 5.9.1 applies shall be intended third party beneficiaries of this Section 5.9Group). Section 5.9.2 For six years from the Effective Time, the Surviving Corporation shall provide to the Company's directors and officers (as of the date hereof and as of the Effective Time) an insurance and indemnification policy that provides coverage for events occurring prior to the Effective Time (the "D&O Insurance") that is no less favorable than the Company's existing policy (true and complete copies which have been previously provided to Parent) or, if substantially equivalent insurance coverage is unavailable, the best available coverage; provided, however, that the Surviving Corporation shall not be required to pay an annual premium for the D&O Insurance in excess of 250% of the last annual premium paid prior to the date of this Agreement, which premium the Company represents and warrants to be approximately $415,000. The provisions of the immediately preceding sentence shall be deemed to have been satisfied if prepaid policies have been obtained prior to the Effective Time for purposes of this Section 5.9, which policies provide such directors and officers with coverage for an aggregate period of six years with respect to claims arising from facts or events that occurred on or before the Effective Time, including, without limitation, in respect of the transactions contemplated by this Agreement. If such prepaid policies have been obtained prior to the Effective Time, Parent shall, and shall cause the Surviving Corporation to, maintain such policies in full force and effect, and continue to honor the obligations thereunder. The directors and officers to whom this Section 5.9.2 applies shall be intended third party beneficiaries of this Section 5.9.2.

Indemnification of Directors and Officers. Section 5.9.1 Notwithstanding the provisions set forth in Section 2.4, Parent (a) JSC and the Surviving Corporation agree that the indemnification obligations set forth in Stone's certificate of incorporation and bylaws, in each case as of the Company Certificate and the Company Bylaws date of this Agreement, shall survive the Merger (and, prior to the Effective Time, JSC shall cause the bylaws of Sub to reflect such provisions) and shall not be amended, repealed or otherwise modified for a period of six years after the Effective Time in any manner that would adversely affect the rights thereunder of any individual the individuals who on or prior to the Effective Time was a were directors, officers, employees or agents of Stone or its Subsidiaries. (b) After the Effective Time, JSC and the Surviving Corporation shall, to the same extent and on the same terms and conditions provided for in Stone's certificate of incorporation and bylaws, in each case as of the date of this Agreement, to the extent consistent with applicable law, indemnify and hold harmless, each present and former director or officer of Stone and each Subsidiary of Stone (collectively, the "Indemnified Parties") against all costs and expenses (including reasonable attorneys' fees), judgments, fines, losses, claims, damages, liabilities and settlement amounts paid in connection with any claim, action, suit, proceeding or investigation (whether arising before or after the Effective Time), whether civil, administrative or investigative, arising out of or pertaining to any action or omission in their capacity as an officer or director, officer, trustee, fiduciary, employee or agent of in each case occurring before the Company or any Company Subsidiary or who served at Effective Time (including the request of the Company or any Company Subsidiary as a director, officer, trustee, partner, fiduciary, employee or agent of another corporation, partnership, joint venture, trust, pension or other employee benefit plan or enterprise, unless such amendment or modification is required transactions contemplated by Law. The individuals to whom this Section 5.9.1 applies shall be intended third party beneficiaries of this Section 5.9Agreement). Section 5.9.2 (c) For a period of six years from the Effective Time, JSC shall provide or cause the Surviving Corporation shall to provide to the CompanyStone's current directors and officers liability insurance protection substantially equivalent in kind and scope as that provided by Stone's current directors' and officers' liability insurance policies (as copies of the date hereof and as of the Effective Time) an insurance and indemnification policy that provides coverage for events occurring prior to the Effective Time (the "D&O Insurance") that is no less favorable than the Company's existing policy (true and complete copies which have been previously provided made available to Parent) or, if substantially equivalent insurance coverage is unavailable, the best available coverageJSC); provided, however, that in no event shall JSC or the Surviving Corporation shall not be required to pay expend in any one year an annual premium for the D&O Insurance amount in excess of 250300% of the last annual premium premiums currently paid prior to by Stone for such insurance; provided, further, that if during such period the date of this Agreementannual premiums for such comparable insurance coverage exceed such amount, which premium the Company represents and warrants to be approximately $415,000. The provisions of the immediately preceding sentence JSC shall be deemed obligated to have been satisfied if prepaid policies have been obtained prior to the Effective Time for purposes of this Section 5.9, which policies provide such directors and officers with coverage for an aggregate period of six years with respect to claims arising from facts or events that occurred on or before the Effective Time, including, without limitation, in respect of the transactions contemplated by this Agreement. If such prepaid policies have been obtained prior to the Effective Time, Parent shall, and shall cause the Surviving Corporation toto provide a policy which, maintain in the reasonable judgment of JSC, provides the best coverage available for a cost not exceeding such policies in full force and effect, and continue to honor the obligations thereunder. The directors and officers to whom this Section 5.9.2 applies shall be intended third party beneficiaries of this Section 5.9.2amount.

Indemnification of Directors and Officers. Section 5.9.1 Notwithstanding the provisions set forth in Section 2.4, Parent and the Surviving Corporation (a) Buyers agree that all rights to indemnification for acts or omissions occurring prior to the Closing now existing in favor of the current or former directors, managers, officers and employees (or persons holding similar positions) of any Acquired Company who have the right to indemnification obligations set forth by such Acquired Company (collectively, the “Covered Persons”) as provided in the Company Certificate and the Company Bylaws such Acquired Company’s Organizational Documents, indemnity or indemnification agreements, as provided under Law shall survive the Merger transactions contemplated hereby and shall not be amended, repealed or otherwise modified continue in full force and effect in accordance with their terms for a period of not less than six (6) years after from the Effective Time in Closing. Without limiting the foregoing, for a period of not less than six (6) years from the Closing, Buyers shall not, and shall not permit the Acquired Companies to, amend, modify or terminate any manner that would adversely affect the rights thereunder Organizational Document or Contract regarding or related to such indemnification matters. (b) The provisions of any individual who on or prior to the Effective Time was a director, officer, trustee, fiduciary, employee or agent of the Company or any Company Subsidiary or who served at the request of the Company or any Company Subsidiary as a director, officer, trustee, partner, fiduciary, employee or agent of another corporation, partnership, joint venture, trust, pension or other employee benefit plan or enterprise, unless such amendment or modification is required by Law. The individuals to whom this Section 5.9.1 applies 5.17 are: (i) intended to be for the benefit of, and shall be intended enforceable by, each Covered Person and each other Person entitled to indemnification or coverage under a policy referenced in this Section 5.17, and each such Person’s heirs, legatees, representatives, successors and assigns, it being expressly agreed that such Persons shall be third party beneficiaries of this Section 5.95.17, and (ii) in addition to, and not in substitution for, any other rights to indemnification or contribution that any such Person may have by Contract or otherwise. Section 5.9.2 For six years from the Effective Time, the Surviving Corporation (c) If any Buyer or its successors or assigns: (i) shall provide to the Company's directors consolidate with or merge into any other Person and officers (as of the date hereof and as of the Effective Time) an insurance and indemnification policy that provides coverage for events occurring prior to the Effective Time (the "D&O Insurance") that is no less favorable than the Company's existing policy (true and complete copies which have been previously provided to Parent) or, if substantially equivalent insurance coverage is unavailable, the best available coverage; provided, however, that the Surviving Corporation shall not be required the continuing or surviving corporation or entity of such consolidation or merger or (ii) shall transfer all or substantially all of its properties and assets to pay an annual premium for any Person, then, and in each such case, proper provisions shall be made so that the D&O Insurance in excess successors and assigns of 250% such Buyer shall assume all of the last annual premium paid prior obligations of such Buyer set forth in this Section 5.17. (d) Notwithstanding anything to the date contrary contained in this Section 5.17, no Buyer nor any Acquired Company (or any of this Agreement, which premium the Company represents and warrants to be approximately $415,000. The provisions of the immediately preceding sentence their successors or assigns) shall be deemed required or obligated to have been satisfied if prepaid policies have been obtained prior to the Effective Time for purposes make any indemnification payment (or advancement of this Section 5.9, which policies provide such directors and officers with coverage for an aggregate period of six years with respect to claims arising from facts or events that occurred on or before the Effective Time, including, without limitation, expenses) in respect of any matter to which a Buyer Indemnified Party is entitled to indemnification under Article 8 and, which respect to which matter such Covered Person had knowledge of, or should have had knowledge of, the transactions contemplated by facts and circumstances giving rise to such right to indemnification in favor of such Buyer Indemnified Party (for this Agreement. If such prepaid policies have been obtained prior purpose, ignoring any limitations set forth in Article 8, the application of which, would result in no indemnification payment being made to the Effective Time, Parent shall, and shall cause the Surviving Corporation to, maintain such policies in full force and effect, and continue to honor the obligations thereunder. The directors and officers to whom this Section 5.9.2 applies shall be intended third party beneficiaries of this Section 5.9.2a Buyer Indemnified Party).

Indemnification of Directors and Officers. Section 5.9.1 Notwithstanding (a) Purchaser agrees that all rights to indemnification, advancement of expenses and exculpation from liabilities for acts or omissions occurring prior to the Closing now existing in favor of any present and former director, manager, officer and employee of each member of Company Group and members of Company (in all of their capacities) (collectively, the “Company Indemnified Parties”) will remain obligations of the Company Group and will survive the Closing and continue in full force and effect in accordance with their terms for a period of six ‎(6) years from and after the Closing Date. (b) Purchaser and Company agree that, until the six (6) year anniversary date of the Closing Date, the Governing Documents of Company and each member of the Company Group shall contain provisions set forth in Section 2.4, Parent and the Surviving Corporation agree that the no less favorable with respect to indemnification obligations set forth of Company Indemnified Parties than are provided in the Governing Documents of the applicable members of Company Certificate and Indemnified Parties in existence on the Company Bylaws shall survive the Merger and Execution Date, which provisions shall not be amended, repealed or otherwise modified for a period of six years after the Effective Time in any manner that would adversely affect the rights thereunder of any individual who such individuals until the expiration of the statutes of limitations applicable to such matters or unless such amendment, modification or repeal is required by applicable Law. (c) Prior to the Closing, Purchaser and/or Company shall have purchased a “tail” policy for the benefit of the Company Indemnified Parties from an insurer with substantially the same or better credit rating as the current carrier for the existing D&O Insurance of Company Group on terms with respect to coverage and in amounts no less favorable in the aggregate than those included in the D&O Insurance of Company Group in effect on the Execution Date, which (i) has an effective term of six (6) years from the Closing Date, (ii) covers each person covered by the D&O Insurance of Company Group in effect on the Execution Date or on the Closing Date for actions and omissions occurring prior to the Effective Time Closing Date, and (iii) contains terms that are no less favorable in the aggregate than those of the D&O Insurance of Company Group in effect on the Execution Date. The costs of the “tail” policy shall be borne by Purchaser; provided, that, to the extent costs of the “tail” policy exceed $200,000, such costs shall be borne by Seller. From and after the Closing, Purchaser and Company shall cause such policy to be maintained in full force and effect, for its full term, and cause all obligations thereunder to be honored by Purchaser. (d) The provisions of this ‎Section 8.10 are (i) intended to be for the benefit of, and will be enforceable by, each Company Indemnified Party and (ii) in addition to, and not in substitution for, any other rights to indemnification or contribution that any such Person may have by Contract or otherwise. Purchaser shall pay all reasonable out-of-pocket expenses, including reasonable attorneys’ fees, that may be incurred by any Company Indemnified Party in enforcing the indemnity obligations provided in this ‎Section 8.10 unless it is ultimately determined that such Company Indemnified Party is not entitled to such indemnity. (e) For a period of six (6) years after the Closing Date, if Purchaser, Company or any member of the Company Group, or any of its or their respective successors or assigns, (i) consolidates with or merges into any other Person and will not be the continuing or surviving corporation or entity in such consolidation or merger or (ii) transfers all or substantially all of its properties and assets to any Person, then Purchaser and Company shall cause, and in each case, proper provision shall be made so that, the successors and assigns of such Person honor the indemnification obligations set forth in this ‎Section 8.10. (f) Purchaser hereby acknowledges that certain Company Indemnified Parties may have rights to indemnification, advancement of expenses and/or insurance provided by Persons other than the Company and the Subsidiaries (collectively, the “Indemnitors”). Purchaser hereby agrees (i) that Purchaser and the Company are the indemnitors of first resort (i.e., their obligations to the Company Indemnified Party are primary and any obligation of the Indemnitors are secondary), (ii) Purchaser and the Company shall be required to advance the full amount of expenses incurred by any Company Indemnified Party and shall be liable for the full amount of all expenses, judgments, penalties, fines and amounts paid in settlement to the extent legally permitted and as required by the terms of this Agreement or the Company’s or its Subsidiaries’ respective certificate of incorporation, by-laws or comparable organizational documents (or any other agreement between the Company or any of the Subsidiaries and any such Company Indemnified Party), without regard to any rights the Company Indemnified Party may have against the Indemnitors, and (iii) Purchaser and the Company irrevocably waive, relinquish and release the Indemnitors from any and all claims against the Indemnitors for contribution, subrogation or any other recovery of any kind in respect thereof. Each of Purchaser and the Company further agree that no advancement or payment by an Indemnitor on behalf of a Company Indemnified Party with respect to any claim for which a Company Indemnified Party has sought indemnification from the Company shall affect the foregoing and the applicable Indemnitor shall have a right of contribution and/or be subrogated to the extent of such advancement or payment to all of the rights of recovery of the Company Indemnified Party against the Company. Purchaser and the Company Indemnified Parties agree that the Indemnitors are express third party beneficiaries of the terms of this Section 8.10(f). (g) Notwithstanding anything to the contrary herein, Purchaser (and, following the Closing, the Company Group), shall have no obligations with respect to matters contemplated in this Section 8.10 in connection with any claim or Action directed against any Company Indemnified Party by any member of the Seller Group to the extent such Company Indemnified Party was a director, officer, trusteeemployee, fiduciarymember, employee manager, equity holder or agent partner of any member of the Company or any Company Subsidiary or who served at the request of Seller Group (excluding the Company or any Company Subsidiary as a director, officer, trustee, partner, fiduciary, employee or agent of another corporation, partnership, joint venture, trust, pension or other employee benefit plan or enterprise, unless such amendment or modification is required by Law. The individuals to whom this Section 5.9.1 applies shall be intended third party beneficiaries of this Section 5.9Group). Section 5.9.2 For six years from the Effective Time, the Surviving Corporation shall provide to the Company's directors and officers (as of the date hereof and as of the Effective Time) an insurance and indemnification policy that provides coverage for events occurring prior to the Effective Time (the "D&O Insurance") that is no less favorable than the Company's existing policy (true and complete copies which have been previously provided to Parent) or, if substantially equivalent insurance coverage is unavailable, the best available coverage; provided, however, that the Surviving Corporation shall not be required to pay an annual premium for the D&O Insurance in excess of 250% of the last annual premium paid prior to the date of this Agreement, which premium the Company represents and warrants to be approximately $415,000. The provisions of the immediately preceding sentence shall be deemed to have been satisfied if prepaid policies have been obtained prior to the Effective Time for purposes of this Section 5.9, which policies provide such directors and officers with coverage for an aggregate period of six years with respect to claims arising from facts or events that occurred on or before the Effective Time, including, without limitation, in respect of the transactions contemplated by this Agreement. If such prepaid policies have been obtained prior to the Effective Time, Parent shall, and shall cause the Surviving Corporation to, maintain such policies in full force and effect, and continue to honor the obligations thereunder. The directors and officers to whom this Section 5.9.2 applies shall be intended third party beneficiaries of this Section 5.9.2.

Indemnification of Directors and Officers. Section 5.9.1 Notwithstanding the provisions set forth in Section 2.4, Parent and the Surviving Corporation agree that the indemnification obligations set forth in the Company Certificate and the Company Bylaws shall survive the Merger and shall not be amended, repealed or otherwise modified for (a) For a period of six (6) years from and after the Effective Time in any manner that would adversely affect Time, the rights thereunder certificate of any individual who on incorporation and bylaws of the Surviving Corporation shall contain provisions no less favorable with respect to exculpation, indemnification and advancement of expenses of directors, officers and employees of the Company for periods at or prior to the Effective Time was a director(the “Former Directors and Officers”) than are currently set forth in the Company Charter and the Company bylaws. The indemnification agreements, officerif any, trustee, fiduciary, employee or agent in existence on the date of this Agreement with any of the Company or any Company Subsidiary or who served at the request of the Company or any Company Subsidiary as a director, officer, trustee, partner, fiduciary, employee or agent of another corporation, partnership, joint venture, trust, pension or other employee benefit plan or enterprise, unless such amendment or modification is required by Law. The individuals to whom this Section 5.9.1 applies Former Directors and Officers shall be intended third party beneficiaries of this Section 5.9. Section 5.9.2 For six years from continue in full force and effect in accordance with their terms following the Effective Time. (b) Prior to the Closing, the Surviving Corporation Company shall provide to purchase, at Parent’s sole expense, for the Company's directors and officers (as benefit of the date hereof Former Directors and as of the Effective Time) Officers, an insurance and indemnification tail policy that provides coverage for a period of six (6) years from and after the Effective Time for events occurring prior to the Effective Time (the "“D&O Insurance"Tail Policy”) that is no substantially equivalent to and in any event not less favorable in the aggregate than the Company's ’s existing policy (true and complete copies which have been previously provided to Parent) or, if substantially equivalent insurance coverage is unavailable, the best available coverage; provided, however, that the Surviving Corporation Parent shall not be required to pay an annual premium for purchase the D&O Insurance in excess of 250Tail Policy if such policy exceeds 300% of the last annual premium paid prior to the date of this AgreementAgreement (such aggregate amount, which the “Base Premium”); provided, further, that if such insurance coverage can only be obtained at a total premium the Company represents and warrants to be approximately $415,000. The provisions in excess of the immediately preceding sentence Base Premium, Parent shall be deemed to have been satisfied if prepaid policies have been obtained prior purchase the most advantageous policy of directors’ and officers’ insurance obtainable for a total premium equal to the Effective Time for purposes of this Section 5.9, which policies provide such directors and officers with coverage for an aggregate period of six years with respect to claims arising from facts or events that occurred on or before the Effective Time, including, without limitation, in respect of the transactions contemplated by this AgreementBase Premium. If such prepaid policies have been obtained prior to the Effective Time, Parent shall, and or shall cause the Surviving Corporation to, maintain such policies policy in full force and effect, and continue to honor the obligations thereunder. . (c) In the event Parent or the Surviving Corporation (i) consolidates with or merges into any other Person and shall not be the continuing or surviving corporation or entity of such consolidation or merger or (ii) transfers all or substantially all of its properties and assets to any Person, then proper provision shall be made so that such continuing or surviving corporation or entity or transferee of such assets, as the case may be, shall assume the obligations set forth in this Section 4.15. (d) The directors and officers obligations under this Section 4.15 shall not be terminated or modified in such a manner as to adversely affect any Former Director or Officer to whom this Section 5.9.2 4.15 applies without the consent of such affected Former Director or Officer (it being expressly agreed that the Former Directors and Officers to whom this Section 4.15 applies shall be intended third party beneficiaries of this Section 5.9.24.15); provided, that the obligations of Parent and the Surviving Corporation under this Section 4.15 shall only survive with respect to each Former Director and Officer for so long as such Former Director and Officer who is a beneficiary of the obligations of Parent and the Surviving Corporation under this Section 4.15 reasonably cooperates with Parent and the Surviving Corporation in any actual or threatened Proceeding relating to the subject matter of this Section 4.15.