Common use of Indemnification of Directors and Officers Clause in Contracts

Indemnification of Directors and Officers. (a) Parent and Newco agree that all rights to indemnification existing in favor of, and all exculpations and limitations of the personal liability of, the directors, officers, employees and agents of the Company (the “Indemnified Parties”) in the Company Articles and Company Bylaws, and of the Company’s Subsidiaries in their respective Articles of Incorporation and Bylaws, as in effect as of the date hereof with respect to matters occurring at or prior to the Effective Time, including the Merger, shall continue in full force and effect for a period of not less than six (6) years after the Effective Time, and Parent shall cause the Surviving Corporation to honor all such obligations to the Indemnified Parties; provided, however, that (i) all rights to indemnification in respect of any such claims (each, a “Claim”) asserted or made within such period shall continue until the disposition of such Claim, and (ii) Parent and Newco shall acquire “tail” directors’ and officers’ liability insurance and fiduciary insurance policies effective as of the Effective Time covering Claims with respect to matters occurring at or prior to the Effective Time, including the Merger, and with terms that are no less favorable to the Indemnified Parties than the Company’s existing directors’ and officers’ liability insurance and fiduciary insurance policies in effect immediately prior to the Effective Time; provided, however, that Parent and Newco collectively shall be obligated to pay no more than $100,000 in the aggregate for such “tail” directors’ and officers’ liability insurance and fiduciary insurance policies and if such insurance with terms no less favorable to the Indemnified Parties than such existing directors’ and officers’ liability insurance and fiduciary insurance policies cannot be obtained for aggregate premiums of $100,000 or less, then Parent shall only be obligated to obtain such insurance coverage on such terms and for such duration as reasonably can be obtained for $100,000. (b) This Section 6.7 is intended for the irrevocable benefit of, and to grant third party rights to, the Indemnified Parties and shall be binding on all successors and assigns of Parent, the Company and the Surviving Corporation. Each of the Indemnified Parties shall be entitled to enforce the covenants contained in this Section 6.7. The obligations under this Section 6.7 shall not be terminated, amended or otherwise modified in such a manner as to adversely affect any Indemnified Party (or any other Person who is a beneficiary under the “tail” policy referred to in paragraph (a) above) and their respective heirs, successors and assignees without the prior written consent of such Indemnified Party (or other Person who is a beneficiary under such “tail” policy) and their respective heirs, successors and assignees. The rights of each Indemnified Party (and other Person who is a beneficiary under such “tail” policy) (and their respective heirs, successors and assignees) under this Section 6.7 shall be in addition to, and not in substitution for, any other rights that such Persons may have as of the date hereof under the certificate or articles of incorporation, bylaws or other equivalent organizational documents, any indemnification agreements to which such Indemnified Party or other Person is a party, or applicable Law (whether in a proceeding at Law or in equity). (c) In the event that the Surviving Corporation or any of its successors or assigns (i) consolidates with or merges with or into any other Person and shall not be the continuing or surviving entity of such consolidation or merger, or (ii) transfers or conveys a majority of its properties and assets to any Person, then, and in each such case, proper provision shall be made so that the successors, assigns and transferees of the Surviving Corporation, as the case may be, assume the obligations set forth in this Section 6.7.

Indemnification of Directors and Officers. (a) Parent and Newco agree agrees that all rights to the indemnification existing in favor of, and all exculpations and limitations of the personal liability of, the directors, officers, employees and agents of the Company (the “Indemnified Parties”) obligations set forth in the Company Articles and the Company Bylaws, and of the Company’s Subsidiaries in their respective Articles of Incorporation and Bylaws, By-laws (as in effect on the date of this Agreement) in the form disclosed to Parent prior to the date of this Agreement, existing in favor of those persons who are directors and officers of the Company as of the date hereof with respect to matters occurring at or of this Agreement for their acts and omissions as directors and officers thereof prior to the Effective Time, including shall survive the Merger, shall Effective Time and continue in full force and effect for a period of not less than six years from the Effective Time. (6b) For three years after from the Effective Time, and Parent shall cause the Surviving Corporation to honor all such obligations provide to the Indemnified Parties; provided, however, that (i) all rights to indemnification in respect of any such claims (each, a “Claim”) asserted or made within such period shall continue until the disposition of such Claim, and (ii) Parent and Newco shall acquire “tail” directors’ Company’s directors and officers’ liability insurance and fiduciary insurance policies effective , as of the Effective Time covering Claims with respect to matters date of this Agreement, an insurance and indemnification policy that provides coverage for events occurring at or prior to the Effective Time, including Time (the Merger, and with terms “D&O Insurance”) that are is no less favorable to the Indemnified Parties than the Company’s existing directors’ policies (true and officers’ liability complete copies which have been previously provided or made available to Parent) or, if substantially equivalent insurance and fiduciary insurance policies in effect immediately prior to coverage is unavailable, the Effective Timebest available coverage; provided, however, that Parent and Newco collectively shall be obligated to pay no more than $100,000 in the aggregate for such “tail” directors’ and officers’ liability insurance and fiduciary insurance policies and if such insurance with terms no less favorable to the Indemnified Parties than such existing directors’ and officers’ liability insurance and fiduciary insurance policies cannot be obtained for aggregate premiums of $100,000 or less, then Parent shall only be obligated to obtain such insurance coverage on such terms and for such duration as reasonably can be obtained for $100,000. (b) This Section 6.7 is intended for the irrevocable benefit of, and to grant third party rights to, the Indemnified Parties and shall be binding on all successors and assigns of Parent, the Company and the Surviving Corporation. Each of the Indemnified Parties shall be entitled to enforce the covenants contained in this Section 6.7. The obligations under this Section 6.7 shall not be terminatedrequired to pay an annual premium for the D&O Insurance with respect to the Company in excess of 110% the last annual premium paid by the Company prior to December 31, amended or otherwise modified in such a manner as 2006 for D&O Insurance with respect to adversely affect any Indemnified Party (or any other Person who is a beneficiary under the “tail” policy referred Company, which last annual premium the Company represents and warrants to in paragraph (a) above) and their respective heirs, successors and assignees without the prior written consent of such Indemnified Party (or other Person who is a beneficiary under such “tail” policy) and their respective heirs, successors and assigneesbe approximately $47,000. The rights provisions of each Indemnified Party (and other Person who is a beneficiary under such “tail” policy) (and their respective heirs, successors and assignees) under 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 6.7 5.12, which policies provide such directors and officers with coverage for an aggregate period of 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 be maintain such policies in addition tofull force and effect, and not in substitution for, any other rights that such Persons may have as of continue to honor the date hereof under the certificate or articles of incorporation, bylaws or other equivalent organizational documents, any indemnification agreements to which such Indemnified Party or other Person is a party, or applicable Law (whether in a proceeding at Law or in equity)obligations thereunder. (c) In the event that the Surviving Corporation or any The provisions of its successors or assigns (i) consolidates with or merges with or into any other Person and shall not be the continuing or surviving entity of such consolidation or merger, or (ii) transfers or conveys a majority of its properties and assets to any Person, then, and in each such case, proper provision shall be made so that the successors, assigns and transferees of the Surviving Corporation, as the case may be, assume the obligations set forth in this Section 6.75.12 are intended to be in addition to the rights otherwise available to the current and former officers and directors of Parent and the Company by Law, charter, statute, bylaw or agreement.

Indemnification of Directors and Officers. (a) Parent and Newco agree that all rights to indemnification existing in favor of, and all exculpations and limitations of the personal liability of, the directors, officers, employees and agents of the Company (the “Indemnified Parties”) in the Company Articles and Company Bylaws, and of the Company’s Subsidiaries in their respective Articles of Incorporation and Bylaws, as in effect as of the date hereof with respect to matters occurring at or prior to the Effective Time, including the Merger, shall continue in full force and effect for For a period of not less than six years after the Closing Date, the Group Companies shall, and Buyer shall cause the Group Companies to, maintain on terms no less favorable than the current terms, and to honor in accordance with such terms, the provisions of the Governing Documents of the Group Companies as in effect on the date hereof with respect to exculpation and indemnification of present and former directors, managers, and officers of any Group Company (including provisions relating to contributions, advancement of expenses and the like), it being the intent of the parties hereto that such present and former directors, managers, officers, employees and agents will continue to be entitled to such exculpation, indemnification, and advancement of expense to the fullest extent of the Law following the Closing Date. (b) Buyer shall cause the Group Companies to (i) for a period of six (6) years after the Effective TimeClosing Date, maintain in effect the current policies of directors’, officers’ and Parent shall cause fiduciaries’ liability insurance maintained by the Surviving Corporation to honor all such obligations Group Companies immediately prior to the Indemnified PartiesClosing Date (the “Existing D&O Policy”), if available, or (ii) obtain as of the Closing Date “tail” insurance policies (the “D&O Tail”) covering those persons who, as of immediately prior to the Closing, are covered by the Existing D&O Policy, with a claims period of six (6) years from the Closing Date and on terms no less favorable than those of the Existing D&O Policy; provided, however, that in no event will Buyer (i) all rights to indemnification in respect of or, following the Closing Date, any such claims (each, a “Claim”) asserted or made within such period shall continue until the disposition of such Claim, and (ii) Parent and Newco shall acquire “tail” directors’ and officers’ liability insurance and fiduciary insurance policies effective as of the Effective Time covering Claims with respect to matters occurring at or prior to the Effective Time, including the Merger, and with terms that are no less favorable to the Indemnified Parties than the Company’s existing directors’ and officers’ liability insurance and fiduciary insurance policies in effect immediately prior to the Effective Time; provided, however, that Parent and Newco collectively shall Group Companies) be obligated required to pay no more than $100,000 in excess of 200% of the annual premium most recently paid by the Group Companies for such coverage; provided further, that, notwithstanding the foregoing, in the aggregate event such coverage is not available (or is only available for an amount in excess of 200% of the annual premium most recently paid by the Group Companies for such “tail” directors’ and officers’ liability insurance and fiduciary insurance policies and if coverage), Buyer shall nevertheless use its commercially reasonable efforts to provide such insurance with terms no less favorable to the Indemnified Parties than such existing directors’ and officers’ liability insurance and fiduciary insurance policies cannot coverage as may be obtained for aggregate premiums such 200% amount. The negotiation and purchase of $100,000 or less, then Parent the D&O Tail shall only be obligated to obtain such insurance coverage on such terms and for such duration as reasonably can be obtained for $100,000. (b) This Section 6.7 is intended for controlled by Buyer in good faith consultation with the irrevocable benefit ofCompany, and to grant third party rights to, will be placed with a broker mutually agreed upon by Buyer and the Indemnified Parties Company. The parties expressly acknowledge and agree that one-half of the premium of the D&O Tail shall be binding on treated as a Transaction Expense for all successors and assigns of Parent, the Company and the Surviving Corporation. Each of the Indemnified Parties shall be entitled to enforce the covenants contained in this Section 6.7. The obligations under this Section 6.7 shall not be terminated, amended or otherwise modified in such a manner as to adversely affect any Indemnified Party (or any other Person who is a beneficiary under the “tail” policy referred to in paragraph (a) above) and their respective heirs, successors and assignees without the prior written consent of such Indemnified Party (or other Person who is a beneficiary under such “tail” policy) and their respective heirs, successors and assignees. The rights of each Indemnified Party (and other Person who is a beneficiary under such “tail” policy) (and their respective heirs, successors and assignees) under this Section 6.7 shall be in addition to, and not in substitution for, any other rights that such Persons may have as of the date hereof under the certificate or articles of incorporation, bylaws or other equivalent organizational documents, any indemnification agreements to which such Indemnified Party or other Person is a party, or applicable Law (whether in a proceeding at Law or in equity)purposes hereunder. (c) In the event that the Surviving Corporation or any of its successors or assigns (i) consolidates with or merges with or into any other Person and shall not be the continuing or surviving entity of such consolidation or merger, or (ii) transfers or conveys a majority of its properties and assets to any Person, then, and in each such case, proper provision shall be made so that the successors, assigns and transferees of the Surviving Corporation, as the case may be, assume the obligations set forth in this Section 6.7.

Indemnification of Directors and Officers. (a) Parent For a period of six (6) years from and Newco agree that after the Closing, Buyer will cause the Company to indemnify and hold harmless all rights to indemnification existing in favor of, past and all exculpations present directors and limitations of the personal liability of, the directors, officers, employees and agents officers of the Company (to the “Indemnified Parties”) in the Company Articles and Company Bylaws, and of the Company’s Subsidiaries in their respective Articles of Incorporation and Bylaws, as in effect same extent such Persons are required to be indemnified as of the date hereof of this Agreement by the Company pursuant to applicable Law, the Company’s Organizational Documents and/or indemnification agreements as in effect on the date of this Agreement and Made Available to Buyer with respect to matters any directors and officers of the Company arising out of acts or omissions in their capacity as directors or officers of the Company occurring at or prior to the Effective TimeClosing. Buyer and the Company will advance expenses (including reasonable legal fees and expenses) incurred in the defense of any Proceedings with respect to the matters subject to indemnification pursuant to this Section 4.9(a) to the same extent such Persons are required to be advanced expenses by, including and in accordance with the Mergerprocedures set forth in, shall continue the Company’s Organizational Documents and indemnification agreements as in full force effect on the date of this Agreement and effect for Made Available to Buyer with any directors and officers of the Company. (b) For a period of not six (6) years from and after the Closing, Buyer Parties will cause the Company’s Organizational Documents to contain provisions no less favorable with respect to exculpation and indemnification of directors and officers of the Company for periods at or prior to the Closing than are currently set forth in the Company’s Organizational Documents. (c) Seller shall cause the Company to, on or prior to the Closing, purchase a non-cancelable run-off prepaid “tail” insurance policies on terms and conditions providing at least substantially equivalent benefits as the D&O Insurance currently maintained by the Company for the benefit of its directors and officers, which provides 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 Closing, including in respect of the transactions contemplated by this Agreement (the “D&O Insurance”). For a period of six (6) years after the Effective TimeClosing Date, and Parent Buyer shall cause the Surviving Corporation Company to use commercially reasonable efforts to maintain the D&O Insurance in full force and effect and continue to honor all such the obligations to thereunder. (d) In the Indemnified Parties; provided, however, that event Buyer or the Company (i) all rights to indemnification in respect of consolidates with or merges into any such claims (each, a “Claim”) asserted other Person and will not be the continuing or made within such period shall continue until the disposition surviving corporation or entity of such Claim, and consolidation or merger or (ii) Parent transfers all or substantially all of its properties and Newco shall acquire “tail” directors’ and officers’ liability insurance and fiduciary insurance policies effective as of the Effective Time covering Claims with respect assets to matters occurring at or prior to the Effective Time, including the Merger, and with terms that are no less favorable to the Indemnified Parties than the Company’s existing directors’ and officers’ liability insurance and fiduciary insurance policies in effect immediately prior to the Effective Time; provided, however, that Parent and Newco collectively shall be obligated to pay no more than $100,000 in the aggregate for such “tail” directors’ and officers’ liability insurance and fiduciary insurance policies and if such insurance with terms no less favorable to the Indemnified Parties than such existing directors’ and officers’ liability insurance and fiduciary insurance policies cannot be obtained for aggregate premiums of $100,000 or lessany Person, then Parent shall only proper provision will be obligated to obtain made so that such insurance coverage on continuing or surviving corporation or entity or transferee of such terms and for such duration assets, as reasonably can be obtained for $100,000the case may be, will assume the obligations set forth in this Section 4.9. (be) This Section 6.7 is intended for the irrevocable benefit of, and to grant third party rights to, the Indemnified Parties and shall be binding on all successors and assigns of Parent, the Company and the Surviving Corporation. Each of the Indemnified Parties shall be entitled to enforce the covenants contained in this Section 6.7. The obligations under this Section 6.7 shall 4.9 will (i) continue, notwithstanding any six (6)-year limitation referred to above, until the final disposition of any action, suit, proceeding or investigation brought or commenced during such six (6)-year period and (ii) not be terminated, amended terminated or otherwise modified in such a manner as to adversely affect any Indemnified Party (or any other Person who is a beneficiary under the “tail” policy referred indemnitee to in paragraph (a) above) and their respective heirs, successors and assignees whom this Section 4.9 applies without the prior written consent of such Indemnified Party affected indemnitee (or other Person who is a beneficiary under such “tail” policy) and their respective heirs, successors and assignees. The rights of each Indemnified Party (and other Person who is a beneficiary under such “tail” policy) (and their respective heirs, successors and assignees) under it being expressly agreed that the indemnitees to whom this Section 6.7 shall 4.9 applies will be in addition to, and not in substitution for, any other rights that such Persons may have as third-party beneficiaries of the date hereof under the certificate or articles of incorporation, bylaws or other equivalent organizational documents, any indemnification agreements to which such Indemnified Party or other Person is a party, or applicable Law (whether in a proceeding at Law or in equitythis Section 4.9). (c) In the event that the Surviving Corporation or any of its successors or assigns (i) consolidates with or merges with or into any other Person and shall not be the continuing or surviving entity of such consolidation or merger, or (ii) transfers or conveys a majority of its properties and assets to any Person, then, and in each such case, proper provision shall be made so that the successors, assigns and transferees of the Surviving Corporation, as the case may be, assume the obligations set forth in this Section 6.7.

Indemnification of Directors and Officers. (a) For a period of six years after the Closing, the Acquiror and, to the extent of its control of any Holding Company, the Parent shall, together, cause each Holding Company and Newco agree each Transfer Company to continue to maintain in effect policies of directors and officers’ liability insurance heretofore maintained by or for such Holding or Transfer Company for the benefit of those persons who are currently covered by such policies against claims based on occurrences prior to the Closing on terms no less favorable than the terms of such current insurance coverage; provided, however, that no Holding or Transfer Company shall be required to expend in any year an amount in excess of 200% of the annual aggregate premiums currently paid by such Holding or Transfer Company for such insurance; and provided, further, that, if the annual premiums of such insurance coverage exceed such amount, the Acquiror and, to the extent of its control of any Holding Company, the Parent shall, together, cause the appropriate Holding or Transfer Company to obtain a policy with the best coverage available, in the reasonable judgment of the board of directors (or other equivalent governing body) of such entity, for a cost not exceeding such amount. (b) If EI (i) shall consolidate with or merge into any other person or entity and shall not be the continuing or surviving corporation or entity of such consolidation or merger or (ii) shall transfer all or substantially all of its properties and assets to any other Person, then the Acquiror shall make proper provisions in connection with any such transaction so that the successors and assigns of EI shall assume the obligations set forth in this Section 8.03. (c) To the fullest extent permitted by law, from and after the Closing Date, all rights to indemnification existing in favor of, and all exculpations and limitations of the personal liability of, the directors, officers, employees and agents of the Company (the “Indemnified Parties”) in the Company Articles and Company Bylaws, and of the Company’s Subsidiaries in their respective Articles of Incorporation and Bylaws, as in effect as of the date hereof in favor of the directors and officers of each Holding Company and each Transfer Company with respect to matters occurring at or their activities as such prior to the Effective TimeClosing, including as provided in their respective organizational documents in effect on the Mergerdate thereof or otherwise in effect on the date hereof, shall survive the Closing and shall continue in full force and effect for a period of not less than six (6) years after following the Effective TimeClosing, and Parent neither the Acquiror, any Holding Company, nor any Transfer Company shall cause the Surviving Corporation take or fail to honor all take any action that would derogate such obligations to the Indemnified Parties; provided, however, that (i) all rights to indemnification in respect of any such claims (each, a “Claim”) asserted or made within such period shall continue until the disposition of such Claim, and (ii) Parent and Newco shall acquire “tail” directors’ and officers’ liability insurance and fiduciary insurance policies effective as of the Effective Time covering Claims with respect to matters occurring at or prior to the Effective Time, including the Merger, and with terms that are no less favorable to the Indemnified Parties than the Company’s existing directors’ and officers’ liability insurance and fiduciary insurance policies in effect immediately prior to the Effective Time; provided, however, that Parent and Newco collectively shall be obligated to pay no more than $100,000 in the aggregate for such “tail” directors’ and officers’ liability insurance and fiduciary insurance policies and if such insurance with terms no less favorable to the Indemnified Parties than such existing directors’ and officers’ liability insurance and fiduciary insurance policies cannot be obtained for aggregate premiums of $100,000 or less, then Parent shall only be obligated to obtain such insurance coverage on such terms and for such duration as reasonably can be obtained for $100,000rights. (bd) This The provisions of this Section 6.7 is 8.03 are intended to be for the irrevocable benefit of, and to grant third party rights to, the Indemnified Parties and shall be binding on all successors enforceable by, each Director/Officer Indemnitee, his or her heirs and assigns of Parent, the Company and the Surviving Corporation. Each of the Indemnified Parties shall be entitled to enforce the covenants contained in this Section 6.7. The obligations under this Section 6.7 shall not be terminated, amended his or otherwise modified in such a manner as to adversely affect any Indemnified Party (or any other Person who is a beneficiary under the “tail” policy referred to in paragraph (a) above) and their respective heirs, successors and assignees without the prior written consent of such Indemnified Party (or other Person who is a beneficiary under such “tail” policy) and their respective heirs, successors and assignees. The rights of each Indemnified Party (and other Person who is a beneficiary under such “tail” policy) (and their respective heirs, successors and assignees) under this Section 6.7 shall be in addition to, and not in substitution for, any other rights that such Persons may have as of the date hereof under the certificate or articles of incorporation, bylaws or other equivalent organizational documents, any indemnification agreements to which such Indemnified Party or other Person is a party, or applicable Law (whether in a proceeding at Law or in equity)her representatives. (c) In the event that the Surviving Corporation or any of its successors or assigns (i) consolidates with or merges with or into any other Person and shall not be the continuing or surviving entity of such consolidation or merger, or (ii) transfers or conveys a majority of its properties and assets to any Person, then, and in each such case, proper provision shall be made so that the successors, assigns and transferees of the Surviving Corporation, as the case may be, assume the obligations set forth in this Section 6.7.

Indemnification of Directors and Officers. (a) Parent and Newco agree that all rights At the later of (i) the First Closing or (ii) such date on which such individuals are elected to the Board of Directors, the Company shall enter into indemnification existing in favor of, and all exculpations and limitations agreements with each of the personal liability ofdirectors designated by the Purchasers pursuant to the Shareholders Agreement ("Purchaser Designees"), substantially in the directorsform of Exhibit C hereto, officers, employees with such changes thereto as may be agreed upon by the Purchasers and agents of the Company (the “Indemnified Parties”) in the Company Articles and Company Bylaws, and of the Company’s Subsidiaries in their respective Articles of Incorporation and Bylaws, as in effect as of the date hereof with respect to matters occurring at or prior to the Effective Time, including the Merger, shall continue in full force and effect for a period of not less than six (6) years after the Effective Time, and Parent shall cause the Surviving Corporation to honor all such obligations to the Indemnified Parties; provided, however, that (i) all rights to indemnification in respect of any such claims (each, a “Claim”) asserted or made within such period shall continue until the disposition of such Claim, and (ii) Parent and Newco shall acquire “tail” directors’ and officers’ liability insurance and fiduciary insurance policies effective as of the Effective Time covering Claims with respect to matters occurring at or prior to the Effective Time, including the Merger, and with terms that are no less favorable to the Indemnified Parties than the Company’s existing directors’ and officers’ liability insurance and fiduciary insurance policies in effect immediately prior to the Effective Time; provided, however, that Parent and Newco collectively shall be obligated to pay no more than $100,000 in the aggregate for such “tail” directors’ and officers’ liability insurance and fiduciary insurance policies and if such insurance with terms no less favorable to the Indemnified Parties than such existing directors’ and officers’ liability insurance and fiduciary insurance policies cannot be obtained for aggregate premiums of $100,000 or less, then Parent shall only be obligated to obtain such insurance coverage on such terms and for such duration as reasonably can be obtained for $100,000each an "Indemnification Agreement"). (b) This Section 6.7 is intended for The Company currently maintains directors' and officers' liability insurance policies providing an aggregate of $20.0 million in coverage (the irrevocable benefit of, and to grant third party rights to, the Indemnified Parties and shall be binding on all successors and assigns of Parent, the Company and the Surviving Corporation. Each of the Indemnified Parties shall be entitled to enforce the covenants contained in this Section 6.7"D&O Policies"). The obligations under this Section 6.7 Company shall not be terminateduse all commercially reasonable efforts to ensure that, amended or otherwise modified in such a manner as to adversely affect any Indemnified Party (or any other Person who is a beneficiary under the “tail” policy referred to in paragraph (a) above) and their respective heirs, successors and assignees without the prior written consent of such Indemnified Party (or other Person who is a beneficiary under such “tail” policy) and their respective heirs, successors and assignees. The rights of each Indemnified Party (and other Person who is a beneficiary under such “tail” policy) (and their respective heirs, successors and assignees) under this Section 6.7 shall be in addition to, and not in substitution for, any other rights that such Persons may have as of the date hereof of their appointment, the D&O Policies provide coverage for the Purchaser Designees in their capacity as directors of the Company equal to that of the existing directors of the Company. In the event the D&O Policies are not available to provide coverage to the Purchaser Designees in an amount not less than $20.0 million, the Company shall use commercially reasonable efforts to obtain separate insurance policies (the "Additional D&O Policies") providing such coverage effective as of the date of their appointment in such as amounts as can be obtained upon the payment of annual premiums that, when aggregated with annual premiums paid for the D&O Policies, do not exceed 200% of the annual premiums required under the certificate or articles of incorporation, bylaws or other equivalent organizational documents, any indemnification agreements to which such Indemnified Party or other Person is a party, or applicable Law (whether in a proceeding at Law or in equity)existing D&O Policies. (c) The Company shall maintain the insurance coverage described in paragraph (b) above for the Purchaser Designees for so long as any Purchaser Designee serves on the Board and for a period of four years thereafter; provided that the Company may substitute therefor policies no less favorable in terms and amounts of coverage for so long as substitution does not result in gaps or lapses in coverage; and provided further that in no event shall the Company be required to expend pursuant to this Section an amount per year in excess of 200% of the current annual premiums paid by the Company for such insurance. (d) If necessary, the Company shall amend its existing insurance coverage under the Company's current policies of directors' and officers' liability insurance, or obtain comparable replacement policies on terms no less favorable in terms of coverage and amounts than those in effect on the date hereof, so that the Purchasers' purchase of the Shares pursuant to this Agreement shall not constitute a "change of control" of the Company or otherwise cause any of the Purchaser Designees or any of persons who become officers, directors or employees of the Company on or after the First Closing Date to be excluded from the coverage provided by such insurance policies. (e) In the event that the Surviving Corporation Company or any of its successors or assigns (i) consolidates with or merges with or into any other Person and shall not be the continuing or surviving corporation or entity of such consolidation or merger, merger or (ii) transfers all or conveys a majority substantially all of its properties and assets to any Person, then, and in each such case, proper provision shall be made so that the successors, successors and assigns and transferees of the Surviving Corporation, as the case may be, Company shall assume the obligations set forth in this Section 6.74.10. The provisions of this Section are intended to be for the benefit of, and shall be enforceable by, the parties hereto and each person entitled to indemnification or insurance coverage pursuant to this Section, his heirs, and his representatives. The rights provided such persons under this Section shall be in addition to, and not in lieu of, any rights to indemnity that such persons may have under the Certificate of Incorporation and Bylaws of the Company or any other provisions herein or in other agreements.

Indemnification of Directors and Officers. (a) Parent and Newco agree that From the Effective Time until the sixth (6th) anniversary of the Closing Date, all rights to indemnification indemnification, exculpation and the advancement of expenses by the Company existing in favor ofof those Persons who were prior to, and all exculpations and limitations of the personal liability or who are as of, the directorsClosing AGREEMENT AND PLAN OF MERGER Date, officers, employees and agents directors or officers of the Company (the “D&O Indemnified PartiesPersons”) in the Company Articles for their acts and Company Bylaws, and of the Company’s Subsidiaries in their respective Articles of Incorporation and Bylaws, as in effect as of the date hereof with respect to matters omissions occurring at or prior to the Effective Time, including the Merger, shall continue as provided in full force and effect for a period of not less than six (6) years after the Effective Time, and Parent shall cause the Surviving Corporation to honor all such obligations to the Indemnified Parties; provided, however, that (i) all rights to indemnification in respect of any such claims (each, a “Claim”) asserted or made within such period shall continue until the disposition of such Claim, and (ii) Parent and Newco shall acquire “tail” directors’ and officers’ liability insurance and fiduciary insurance policies effective as of the Effective Time covering Claims with respect to matters occurring at or prior to the Effective Time, including the Merger, and with terms that are no less favorable to the Indemnified Parties than the Company’s existing directors’ certificate of incorporation and officers’ liability insurance and fiduciary insurance policies bylaws as in effect immediately prior to the Effective Time; provided, howevershall survive the Merger, that Parent and Newco collectively shall be obligated observed by the Surviving Company to pay no more than $100,000 in the aggregate for fullest extent available pursuant to Delaware Law and shall be incorporated into the certificate of incorporation and bylaws of the Interim Surviving Corporation and the governing documents of the Surviving Company, and any claim made requesting indemnification, exculpation or advancement of expenses pursuant to such rights shall continue to be subject to this Section 4.12(a) until final disposition of an applicable claim. (b) Prior to the Effective Time, the Company shall obtain, at its sole cost and expense, a prepaid “tail” policy with coverage for no less than six (6) years (or for no less than three (3) years if a six (6) year policy is not ascertainable upon commercially reasonable terms) following the Closing Date (the “Tail Policy”) with respect to the existing policy of directors’ and officers’ liability insurance and fiduciary insurance policies and if such insurance with terms no less favorable to the Indemnified Parties than such existing directors’ and officers’ liability insurance and fiduciary insurance policies cannot be obtained for aggregate premiums of $100,000 or less, then Parent shall only be obligated to obtain such insurance coverage on such terms and for such duration as reasonably can be obtained for $100,000. (b) This Section 6.7 is intended for the irrevocable benefit of, and to grant third party rights to, the Indemnified Parties and shall be binding on all successors and assigns of Parent, maintained by the Company and the Surviving Corporation. Each of the Indemnified Parties shall be entitled to enforce the covenants contained in this Section 6.7. The obligations under this Section 6.7 shall not be terminated, amended or otherwise modified in such a manner as to adversely affect any Indemnified Party (or any other Person who is a beneficiary under the “tail” policy referred to in paragraph (a) above) and their respective heirs, successors and assignees without the prior written consent of such Indemnified Party (or other Person who is a beneficiary under such “tail” policy) and their respective heirs, successors and assignees. The rights of each Indemnified Party (and other Person who is a beneficiary under such “tail” policy) (and their respective heirs, successors and assignees) under this Section 6.7 shall be in addition to, and not in substitution for, any other rights that such Persons may have as of the date hereof under Effective Time for the certificate benefit of the D&O Indemnified Persons with respect to their acts and omissions occurring prior to the Effective Time. Parent shall cause the Surviving Corporation to maintain the Tail Policy and not take any action to amend, modify or articles of incorporation, bylaws or other equivalent organizational documents, any indemnification agreements to which such Indemnified Party or other Person is a party, or applicable Law (whether in a proceeding at Law or in equity)terminate the Tail Policy during the term thereof. (c) In The provisions of this Section 4.12 shall survive the event that consummation of the Surviving Corporation or any of its successors or assigns (i) consolidates with or merges with or into any other Person Merger and shall not are intended to be for the continuing or surviving entity of such consolidation or merger, or (ii) transfers or conveys a majority of its properties and assets to any Person, thenbenefit of, and in will be enforceable by, each such case, proper provision shall be made so that of the D&O Indemnified Persons and their successors, assigns and transferees of the Surviving Corporation, as the case may be, assume the obligations set forth in this Section 6.7heirs.

Indemnification of Directors and Officers. (a) Parent and Newco agree SmarTalk ----------------------------------------- agrees that all rights to indemnification or exculpation now existing in favor of, and all exculpations and limitations of the personal liability of, the present and former directors, officers, employees and agents of the Company (the “Indemnified Parties”) in the Company Articles and Company Bylaws, and any of the Company’s Subsidiaries its subsidiaries for actions taken in their respective Articles capacities as directors and officers as provided in its articles of Incorporation and Bylawsincorporation, as bylaws, indemnification agreements or otherwise in effect as of the date hereof with respect to matters occurring at or prior to the Effective Time, including shall survive the Merger, Merger and shall continue in full force and effect affect for a period of not less than six (6) years after following the Effective Time, and Parent shall cause the Surviving Corporation to honor all such obligations to the Indemnified Partieseffective time; provided, however, that (i) in the event that any claim is asserted or made -------- ------- within such six year period, all rights to indemnification in respect of any such claims (each, a “Claim”) asserted or made within such period claim shall continue until the final disposition of such Claim, claim and (ii) Parent and Newco in no event shall acquire “tail” directors’ and officers’ liability SmarTalk be obligated to expend, in order to maintain or provide insurance and fiduciary insurance policies effective coverage pursuant to this Subsection 6.14, any amount for such six year period in excess of 125% of the amount of the annual premiums paid as of the Effective Time covering Claims with respect date hereof by the Company for such insurance (the "Maximum Amount"). If -------------- the amount of the premiums necessary to matters occurring at maintain or prior procure such insurance coverage exceeds the Maximum Amount, SmarTalk shall use reasonable best efforts to maintain the most advantageous policies of directors' and officers' insurance obtainable for a premium equal to the Effective TimeMaximum Amount. SmarTalk further agrees that, including the Mergerduring such six year period (as tolled pursuant to clause (i) above), and with terms that are no less favorable to the Indemnified Parties than the Company’s existing directors’ greatest extent permitted by applicable law, regulations and officers’ liability insurance and fiduciary insurance policies its organizational documents or bylaws as in effect of the date hereof, it shall indemnify, defend and hold harmless individuals who were officers and directors of the Company as of the date hereof or immediately prior to the Effective Time; providedTime for any claim or loss arising out of their actions or omissions while a director or officer, howeverincluding any acts or omissions relating to this Agreement or the transactions contemplated hereby, that Parent and Newco collectively shall be obligated pay, as and when incurred, the expenses, including attorneys' fees, of such individuals in advance of the final resolution of any claim, provided such individuals shall first execute an undertaking acceptable to pay no more than $100,000 SmarTalk to return such advances in the aggregate for event it is finally determined such “tail” directors’ and officers’ liability insurance and fiduciary insurance policies and if such insurance with terms no less favorable to the Indemnified Parties than such existing directors’ and officers’ liability insurance and fiduciary insurance policies canindemnification is not be obtained for aggregate premiums of $100,000 or less, then Parent shall only be obligated to obtain such insurance coverage on such terms and for such duration as reasonably can be obtained for $100,000allowed under applicable law. (b) This Section 6.7 If any action, suit, proceeding or investigation relating hereto or to the transactions contemplated by this Agreement is intended for commenced against the irrevocable benefit of, and to grant third party rights toCompany, the Indemnified Parties parties hereto agree, at the Company's expense, to cooperate and shall be binding on all successors use their reasonable efforts to vigorously defend against and assigns of Parent, the Company and the Surviving Corporation. Each of the Indemnified Parties shall be entitled to enforce the covenants contained in this Section 6.7respond thereto. The obligations under this Section 6.7 foregoing shall not be terminatedrestrict, amended limit or otherwise modified in such a manner as to adversely affect any Indemnified Party (or any other Person who is a beneficiary under effect the “tail” policy referred to in paragraph (a) above) and their respective heirs, successors and assignees without the prior written consent of such Indemnified Party (or other Person who is a beneficiary under such “tail” policy) and their respective heirs, successors and assignees. The rights of each Indemnified Party (and other Person who is a beneficiary under such “tail” policy) (and their respective heirs, successors and assignees) under this Section 6.7 shall be in addition to, and not in substitution for, any other rights that such Persons may have as of the date hereof under the certificate or articles of incorporation, bylaws or other equivalent organizational documents, any indemnification agreements SmarTalk pursuant to which such Indemnified Party or other Person is a party, or applicable Law (whether in a proceeding at Law or in equity)Article 7. (c) In the event that the Surviving Corporation or any of its successors or assigns (i) consolidates with or merges with or into any other Person and shall not be the continuing or surviving entity of such consolidation or merger, or (ii) transfers or conveys a majority of its properties and assets to any Person, then, and in each such case, proper provision shall be made so that the successors, assigns and transferees of the Surviving Corporation, as the case may be, assume the obligations set forth in this Section 6.7.

Indemnification of Directors and Officers. (a) Parent and Newco agree that all rights to indemnification existing in favor of, and all exculpations and limitations of the personal liability of, the directors, officers, employees and agents of the Company (the “Indemnified Parties”) in the Company Articles and Company Bylaws, and of the Company’s Subsidiaries in their respective Articles of Incorporation and Bylaws, as in effect as of the date hereof with respect to matters occurring at or prior to the Effective Time, including the Merger, shall continue in full force and effect for For a period of not less than six (6) years from and after the Effective Time, the Surviving Corporation will, and Parent shall cause the Surviving Corporation to, indemnify and hold harmless all past and present directors, officers and employees of the (b) For a period of six (6) years from and after the Effective Time, Parent will cause the certificate of incorporation and bylaws of the Surviving Corporation to honor all such obligations contain provisions no less favorable with respect to exculpation and indemnification of directors and officers of the Company for periods at or prior to the Indemnified Parties; providedEffective Time than are currently set forth in the Company Charter and the Company Bylaws. The Surviving Corporation will cause the indemnification agreements in existence on the date of this Agreement with any of the directors, however, that officers or employees of the Company to continue in full force and effect in accordance with their terms following the Effective Time. (c) The Surviving Corporation shall either (i) all rights cause to indemnification in respect of any such claims (each, a “Claim”) asserted or made within such period shall continue until be obtained at the disposition of such Claim, and (ii) Parent and Newco shall acquire Effective Time “tail” insurance policies with a claims period of at least six (6) years from the Effective Time with respect to directors’ and officers’ liability insurance in amount and fiduciary insurance scope at least as favorable as the Company’s existing policies effective as of the Effective Time covering Claims with respect (accurate and complete copies which have been previously provided to matters occurring at Parent) for claims arising from facts or events that occurred on or prior to the Effective Time or (ii) maintain in effect for six (6) years from the Effective Time, including if available, the Merger, and with terms that are no less favorable to the Indemnified Parties than the Company’s existing current directors’ and officers’ liability insurance policies maintained by the Company (the “D&O Insurance”); provided, that the Surviving Corporation may substitute therefor policies of at least the same coverage containing terms and fiduciary insurance policies conditions that are substantially equivalent and in effect immediately any event not less favorable in the aggregate than the Company’s existing policy with respect to matters occurring prior to the Effective Time; provided, however, that Parent and Newco collectively shall the Surviving Corporation will not be obligated required to pay no more than $100,000 an annual premium for the D&O Insurance in excess of 300% of the aggregate for such “tail” directors’ and officers’ liability insurance and fiduciary insurance policies and if such insurance with terms no less favorable last annual premium paid prior to the Indemnified Parties than date of this Agreement (which annual premium is set forth on Section 5.9 of the Company Disclosure Schedule). The provisions of the immediately preceding sentence will be deemed to have been satisfied if prepaid policies have been obtained prior to the Effective Time, which policies provide such existing directors’ directors and officers’ liability insurance 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 in respect of the transactions contemplated by this Agreement. If such prepaid policies have been obtained prior to the Effective Time, Parent will cause (d) In the event Parent or the Surviving Corporation (i) consolidates with or merges into any other Person and fiduciary insurance policies canwill not be obtained for aggregate premiums the continuing or surviving corporation or entity of $100,000 such consolidation or lessmerger or (ii) transfers all or substantially all of its properties and assets to any Person, then Parent shall only proper provision will be obligated to obtain made so that such insurance coverage on continuing or surviving corporation or entity or transferee of such terms and for such duration assets, as reasonably can be obtained for $100,000the case may be, will assume the obligations set forth in this Section 5.9. (be) This Section 6.7 is intended for the irrevocable benefit of, and to grant third party rights to, the Indemnified Parties and shall be binding on all successors and assigns of Parent, the Company and the Surviving Corporation. Each of the Indemnified Parties shall be entitled to enforce the covenants contained in this Section 6.7. The obligations under this Section 6.7 shall 5.9 will (i) continue, notwithstanding any six (6)-year limitation referred to above, until the final disposition of any action, suit, proceeding or investigation brought or commenced during such six (6)-year period and (ii) not be terminated, amended terminated or otherwise modified in such a manner as to adversely affect any Indemnified Party (or any other Person who is a beneficiary under the “tail” policy referred indemnitee to in paragraph (a) above) and their respective heirs, successors and assignees whom this Section 5.9 applies without the prior written consent of such Indemnified Party affected indemnitee (or other Person who is a beneficiary under such “tail” policy) and their respective heirs, successors and assignees. The rights of each Indemnified Party (and other Person who is a beneficiary under such “tail” policy) (and their respective heirs, successors and assignees) under it being expressly agreed that the indemnitees to whom this Section 6.7 shall 5.9 applies will be in addition to, and not in substitution for, any other rights that such Persons may have as third-party beneficiaries of the date hereof under the certificate or articles of incorporation, bylaws or other equivalent organizational documents, any indemnification agreements to which such Indemnified Party or other Person is a party, or applicable Law (whether in a proceeding at Law or in equitythis Section 5.9). (c) In the event that the Surviving Corporation or any of its successors or assigns (i) consolidates with or merges with or into any other Person and shall not be the continuing or surviving entity of such consolidation or merger, or (ii) transfers or conveys a majority of its properties and assets to any Person, then, and in each such case, proper provision shall be made so that the successors, assigns and transferees of the Surviving Corporation, as the case may be, assume the obligations set forth in this Section 6.7.

Indemnification of Directors and Officers. (a) Parent and Newco agree that all rights to indemnification existing in favor of, and all exculpations and limitations of the personal liability of, the directors, officers, employees and agents of the Company (the “Indemnified Parties”) in the Company Articles and Company Bylaws, and of the Company’s Subsidiaries in their respective Articles of Incorporation and Bylaws, as in effect as of the date hereof with respect to matters occurring at or prior to the Effective Time, including the Merger, shall continue in full force and effect for For a period of not less than six (6) years after the Effective TimeClosing, Buyer will not, and Parent shall cause the Surviving Corporation to honor all such obligations will not permit any Target Company to, amend, repeal or modify any provision in any Target Company’s Organizational Documents relating to the exculpation, indemnification or advancement of expenses of any D&O Indemnified Party (unless required by Applicable Law or unless such amendment, repeal or modification would not adversely affect the rights of the D&O Indemnified Parties; provided), however, that (i) all rights to indemnification in respect of any such claims (each, a “Claim”) asserted or made within such period shall continue until it being the disposition of such Claim, and (ii) Parent and Newco shall acquire “tail” directors’ and officers’ liability insurance and fiduciary insurance policies effective as intent of the Effective Time covering Claims with respect parties that the D&O Indemnified Parties will continue to matters occurring at or prior be entitled to such exculpation, indemnification and advancement of expenses to the Effective Time, including full extent of the Merger, and with terms that are no less favorable to the Indemnified Parties than the Company’s existing directors’ and officers’ liability insurance and fiduciary insurance policies in effect immediately prior to the Effective Time; provided, however, that Parent and Newco collectively shall be obligated to pay no more than $100,000 in the aggregate for such “tail” directors’ and officers’ liability insurance and fiduciary insurance policies and if such insurance with terms no less favorable to the Indemnified Parties than such existing directors’ and officers’ liability insurance and fiduciary insurance policies cannot be obtained for aggregate premiums of $100,000 or less, then Parent shall only be obligated to obtain such insurance coverage on such terms and for such duration as reasonably can be obtained for $100,000law. (b) This In addition to the other rights provided for in this Section 6.7 6.05 and not in limitation thereof, for a period of six (6) years after the Closing, Buyer shall, and shall cause the Target Companies (together with Buyer, each, a “D&O Indemnifying Party”) to, to the fullest extent permitted by Applicable Law, (i) indemnify, defend and hold harmless (and release from any liability to Buyer or the Target Companies) any Person who on or prior to the Closing was a director, manager or officer of any Target Company (in all of their capacities, collectively, the “D&O Indemnified Parties”) against any and all Damages incurred in connection with any Proceeding, whether civil, criminal, administrative or investigative, arising out of or pertaining to the fact that such D&O Indemnified Party is intended or was a director, manager or officer of any Target Company, whether asserted or claimed before, at or for a period of six (6) years after the Closing (a “D&O Indemnifiable Claim”), and advance to such D&O Indemnified Parties all reasonable and documented out-of-pocket expenses incurred in connection with any D&O Indemnifiable Claim promptly after receipt of reasonably detailed statements therefor; provided, that any such Person to whom expenses are advanced provides an undertaking to repay all of such advances to the extent it is determined such Person is not entitled to indemnification pursuant to the foregoing. Any D&O Indemnifiable Claims made and subject to indemnification in accordance with this Agreement will continue until such D&O Indemnifiable Claim is finally disposed of or all Orders or other rulings in connection with such D&O Indemnifiable Claim are fully satisfied. (c) Buyer hereby acknowledges (on behalf of itself and its Subsidiaries) that the D&O Indemnified Parties may have certain rights to indemnification, advancement of expenses, or insurance provided by current equityholders or other Affiliates of Seller or their respective equityholders (“Indemnitee Affiliates”) separate from the indemnification obligations of Buyer hereunder. The parties agree that subject to any rights the D&O Indemnified Parties may have under Seller Insurance Policies pursuant to Section 6.05(d)(iii), (i) Buyer and the applicable Target Companies are the indemnitors of first resort (i.e., their obligations to the D&O Indemnified Parties are primary and any obligation of any Indemnitee Affiliate to advance expenses or to provide indemnification for the irrevocable benefit same expenses or liabilities incurred by the D&O Indemnified Parties are secondary), (ii) Buyer and the applicable Target Companies will be required to advance the full amount of reasonable and documented out-of-pocket expenses incurred by the D&O Indemnified Parties and will be liable for the full amount of all expenses, judgments, penalties, fines and amounts paid in settlement to the extent legally permitted and to the extent subject to indemnification by a D&O Indemnifying Party pursuant to this Agreement, without regard to any rights the D&O Indemnified Parties may have against any Indemnitee Affiliate and (iii) Buyer and the Target Companies (on behalf of themselves and their respective Subsidiaries) irrevocably waive, relinquish, and release the Indemnitee Affiliates from any and all claims against the Indemnitee Affiliates for contribution, subrogation or any other recovery of any kind in respect thereof. (d) The obligations of Buyer and the Target Companies under this Section 6.05 shall not be terminated, amended or modified in any manner so as to grant adversely affect any D&O Indemnified Party (including such Person’s successors, heirs and legal representatives) to whom this Section 6.05 applies without the written consent of such affected D&O Indemnified Party (it being expressly agreed that the D&O Indemnified Parties to whom this Section 6.05 applies shall be third party rights tobeneficiaries of this Section 6.05, the and this Section 6.05 shall be enforceable by such D&O Indemnified Parties and their respective successors, heirs and legal representatives and shall be binding on all successors and assigns of Parent, the Company Buyer and the Surviving Corporation. Each of the Indemnified Parties shall be entitled to enforce the covenants contained in this Section 6.7. The obligations under this Section 6.7 shall not be terminated, amended or otherwise modified in such a manner as to adversely affect any Indemnified Party (or any other Person who is a beneficiary under the “tail” policy referred to in paragraph (a) above) and their respective heirs, successors and assignees without the prior written consent of such Indemnified Party (or other Person who is a beneficiary under such “tail” policy) and their respective heirs, successors and assignees. The rights of each Indemnified Party (and other Person who is a beneficiary under such “tail” policy) (and their respective heirs, successors and assignees) under this Section 6.7 shall be in addition to, and not in substitution for, any other rights that such Persons may have as of the date hereof under the certificate or articles of incorporation, bylaws or other equivalent organizational documents, any indemnification agreements to which such Indemnified Party or other Person is a party, or applicable Law (whether in a proceeding at Law or in equityTarget Companies). (ce) In If Buyer or, following the event that Closing, the Surviving Corporation Target Companies, or any of its their respective successors or assigns assigns, (i) consolidates shall consolidate with or merges with or merge into any other Person corporation or entity and shall not be the continuing or surviving corporation or entity of such consolidation or merger, merger or (ii) transfers shall transfer all or conveys a majority substantially all of its properties and assets to any Person, then, and in each such case, case proper provision provisions shall be made so that the successors, successors and assigns and transferees of Buyer or the Surviving CorporationTarget Companies or any of their respective successors or assigns, as the case may be, shall assume all of the obligations set forth in this Section 6.76.05. (f) The rights of the D&O Indemnified Parties under this Section 6.05 shall be in addition to any rights such D&O Indemnified Parties may have under the Organizational Documents of the Target Companies, or under any applicable Contracts or Applicable Laws.

Indemnification of Directors and Officers. (a) Parent and Newco agree that all rights to indemnification existing in favor ofshall, and shall cause the Surviving Corporation to, indemnify and hold harmless, and provide advancement of expenses to, all exculpations past and limitations of the personal liability of, the present directors, officers, officers and employees and agents of the Company (or any of its Subsidiaries to the “Indemnified Parties”) in the Company Articles and Company Bylaws, and of the Company’s Subsidiaries in their respective Articles of Incorporation and Bylaws, as in effect as of the date hereof with respect to matters fullest extent permitted by applicable Law for acts or omissions occurring at or prior to the Effective TimeTime (including for acts or omissions occurring in connection with the approval of this Agreement and the consummation of the transactions contemplated hereby) in their capacities as such whether pursuant to a Company's Certificate of Incorporation, including By-laws, individual indemnity agreements or otherwise, and such obligations shall survive the Merger, Merger and shall continue in full force and effect for a period in accordance with the terms of not less than the Company's Certificate of Incorporation, By-laws and such individual indemnity agreements from the Effective Time until the later of (i) the expiration of the applicable statute of limitations with respect to any claims against such directors or officers arising out of such acts or omissions or (ii) in the case of any claims made prior to the expiration of the applicable statute of limitations, the final disposition of such claims. (b) For six (6) years after from the Effective Time, and Parent shall, or shall cause the Surviving Corporation to, cause to honor all such obligations be maintained in effect for the benefit of the Company's directors and officers an insurance and indemnification policy that provides coverage for acts or omissions occurring prior to the Indemnified PartiesEffective Time (the "D&O Insurance") covering each such person currently covered by the officers' and directors' liability insurance policies of the Company on terms with respect to coverage and in amounts no less favorable than those of the Company's policies in effect on the date hereof; provided, however, that (i) all rights the Surviving Corporation shall not be required to indemnification pay an annual premium for the D&O Insurance in respect excess of any such claims (each$1,250,000; provided, a “Claim”) asserted or made within such period shall continue until further, that if the disposition annual premiums of such Claiminsurance coverage exceed $1,250,000, Parent shall obtain a policy with the greatest coverage available for a cost not exceeding such amount. (c) Parent shall, and shall cause the Surviving Corporation to, cause to be maintained in effect in the Surviving Corporation's (iior any successor's) Parent Certificate of Incorporation and Newco shall acquire “tail” directors’ and officers’ liability insurance and fiduciary insurance policies effective as of the Effective Time covering Claims Bylaws provisions with respect to matters occurring at or prior to the Effective Time, including the Merger, indemnification and with terms advancement of expenses that are no less at least as favorable to the Indemnified Parties than intended beneficiaries as those contained in the Company’s existing directors’ Company Certificate and officers’ liability insurance and fiduciary insurance policies the Company Bylaws as in effect immediately prior to on the Effective Time; provided, however, that date hereof. The obligations of Parent and Newco collectively shall be obligated to pay no more than $100,000 in the aggregate for such “tail” directors’ and officers’ liability insurance and fiduciary insurance policies and if such insurance with terms no less favorable to the Indemnified Parties than such existing directors’ and officers’ liability insurance and fiduciary insurance policies cannot be obtained for aggregate premiums of $100,000 or less, then Parent shall only be obligated to obtain such insurance coverage on such terms and for such duration as reasonably can be obtained for $100,000. (b) This Section 6.7 is intended for the irrevocable benefit of, and to grant third party rights to, the Indemnified Parties and shall be binding on all successors and assigns of Parent, the Company and the Surviving Corporation. Each of the Indemnified Parties shall be entitled to enforce the covenants contained in this Section 6.7. The obligations Corporation under this Section 6.7 6.10 shall not be terminated, amended terminated or otherwise modified in such a manner as to adversely affect any Indemnified Party (or any other Person who is a beneficiary under the “tail” policy referred indemnitee to in paragraph (a) above) and their respective heirs, successors and assignees whom this Section 6.10 applies without the prior express written consent of such Indemnified Party affected indemnitee (or other Person who is a beneficiary under such “tail” policy) and their respective heirs, successors and assignees. The rights of each Indemnified Party (and other Person who is a beneficiary under such “tail” policy) (and their respective heirs, successors and assignees) under it being expressly agreed that the indemnitees to whom this Section 6.7 6.10 applies shall be in addition to, and not in substitution for, any other rights that such Persons may have as third party beneficiaries of the date hereof under the certificate or articles of incorporation, bylaws or other equivalent organizational documents, any indemnification agreements to which such Indemnified Party or other Person is a party, or applicable Law (whether in a proceeding at Law or in equity). (c) In the event that the Surviving Corporation or any of its successors or assigns (i) consolidates with or merges with or into any other Person and shall not be the continuing or surviving entity of such consolidation or merger, or (ii) transfers or conveys a majority of its properties and assets to any Person, then, and in each such case, proper provision shall be made so that the successors, assigns and transferees of the Surviving Corporation, as the case may be, assume the obligations set forth in this Section 6.7.6.10

Indemnification of Directors and Officers. (a) Parent Prior to the Closing, the Company shall arrange for prepaid directors’ and Newco agree that all rights to indemnification existing in favor ofofficers’ liability insurance policy or policies (i.e., “tail coverage”) which policies provide present and all exculpations and limitations former members of the personal liability of, the directors, officers, employees Company’s and agents its Subsidiaries’ respective board of directors and present and former officers of the Company and its Subsidiaries (the “Indemnified PartiesD&Os”) in the Company Articles and Company Bylawswith an extended reporting period for claims based upon or arising out of facts, and of the Company’s Subsidiaries in their respective Articles of Incorporation and Bylawsacts, as in effect as of the date hereof with respect to matters or events occurring at on or prior to the Effective Time, including the Merger, shall continue in full force and effect for a period Closing of not less than six (6) years after following the Effective Time, Closing Date with coverage in amount and Parent shall cause the Surviving Corporation to honor all such obligations to the Indemnified Parties; provided, however, that (i) all rights to indemnification in respect of any such claims (each, a “Claim”) asserted or made within such period shall continue until the disposition of such Claim, and (ii) Parent and Newco shall acquire “tail” directors’ and officers’ liability insurance and fiduciary insurance policies effective scope at least as of the Effective Time covering Claims with respect to matters occurring at or prior to the Effective Time, including the Merger, and with terms that are no less favorable to the Indemnified Parties than as the Company’s existing directors’ and officers’ liability insurance and fiduciary insurance policies in effect immediately prior coverage, including with respect to the Effective Time; providedtransactions contemplated by this Agreement and the Ancillary Agreements (collectively, however, that Parent and Newco collectively the “Tail Policy”). The premiums for the Tail Policy shall be obligated paid in full by the Company (and treated as a Sellers Transaction Expense) and such prepaid policies shall be non-cancelable. Buyer shall, and shall cause the Company to, maintain such policy in full force and effect, and continue to pay no more than $100,000 in honor the aggregate obligations thereunder, during the period for such “tail” directors’ and officers’ liability insurance and fiduciary insurance policies and if such insurance with terms no less favorable to the Indemnified Parties than such existing directors’ and officers’ liability insurance and fiduciary insurance policies cannot be obtained for aggregate premiums of $100,000 or less, then Parent shall only be obligated to obtain such insurance coverage on such terms and for such duration as reasonably can be obtained for $100,000which it has been prepaid. (b) This Section 6.7 is intended for For a period of six (6) years after the irrevocable benefit ofClosing Date, and neither Buyer, Sangoma nor any of their Affiliates shall cause any Company Member to grant third party rights to, amend or modify the Indemnified Parties and shall be binding on all successors and assigns indemnification or liability exculpation provisions in any of Parent, the Company and the Surviving Corporation. Each of the Indemnified Parties shall be entitled Member Organizational Documents, in each case in any way adverse to enforce the covenants contained in this Section 6.7. The obligations under this Section 6.7 shall not be terminated, amended or otherwise modified in such a manner as to adversely affect any Indemnified Party (or any other each Person who is now, or has been at any time prior to the Closing, a beneficiary under Person covered by such indemnification or liability exculpation provisions (all such Persons and the Indemnified D&Os collectively, the “tail” policy referred to in paragraph (a) above) and their respective heirs, successors and assignees without the prior written consent of such Indemnified Party (or other Person who is a beneficiary under such “tail” policy) and their respective heirs, successors and assignees. The rights of each Indemnified Party (and other Person who is a beneficiary under such “tail” policy) (and their respective heirs, successors and assignees) under this Section 6.7 shall be in addition to, and not in substitution for, any other rights that such Persons may have as of the date hereof under the certificate or articles of incorporation, bylaws or other equivalent organizational documents, any indemnification agreements to which such Indemnified Party or other Person is a party, or applicable Law (whether in a proceeding at Law or in equityCovered Persons”). (c) In The terms and provisions of this Section ‎6.11 are intended to be in addition to the event that rights otherwise available to the Surviving Corporation or any of its successors or assigns (i) consolidates with or merges with or into any other Person Covered Persons by applicable Law, and shall not be operate for the continuing or surviving entity of such consolidation or merger, or (ii) transfers or conveys a majority of its properties and assets to any Person, thenbenefit of, and in each such case, proper provision shall be made so that enforceable by, the successorsCovered Persons and their respective heirs and representatives, assigns and transferees each of the Surviving Corporation, as the case may be, assume the obligations set forth in whom is an intended third party beneficiary of this Section 6.76.11.

Indemnification of Directors and Officers. (a) Parent and Newco agree Purchaser agrees that all rights to indemnification for acts or omissions occurring prior to the Effective Time existing as of the date hereof in favor of, and all exculpations and limitations of the personal liability of, the directors, current or former directors or officers, employees and agents of the Company (the “Indemnified Parties”) and its subsidiaries as provided in the Company Articles and Company Bylawstheir respective certificates of incorporation, and bylaws or agreements listed on Section 3.17 of the Company’s Subsidiaries in their respective Articles of Incorporation and Bylaws, 's ----------------------------- Disclosure Schedule as in effect as of on the date hereof with respect to matters occurring at or prior to shall survive the Effective Time, including the Merger, Merger and ------------------- shall 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, and . Parent shall cause the Surviving Corporation to honor all such obligations to the Indemnified Parties; providedbe maintained, howeverif available, that (i) all rights to indemnification in respect for a period of any such claims (each, a “Claim”) asserted or made within such period shall continue until the disposition of such Claim, and (ii) Parent and Newco shall acquire “tail” directors’ and officers’ liability insurance and fiduciary insurance policies effective as of six years from the Effective Time covering Claims the Company's current directors' and officers' insurance and indemnification policy and fiduciary liability policy (the "D&O Insurance") (provided that Parent may -------- ---- substitute therefor, at its election, policies or financial guarantees with respect the same carriers or other reputable and financially sound carriers of at least the same coverage and amounts containing terms and conditions which are no less advantageous than the existing D&O Insurance) to matters the extent that such insurance policies provide coverage for events occurring at or prior to the Effective Time, including Time for all persons who are directors and officers of the Merger, and with terms that are no less favorable to Company on the Indemnified Parties than the Company’s existing directors’ and officers’ liability insurance and fiduciary insurance policies in effect immediately date of this Agreement (or were prior to the Effective Time; provideddate of this Agreement), however, that Parent and Newco collectively shall so long as the annual premium to be obligated to pay no more than $100,000 in paid by the aggregate Company after the date of this Agreement for such “tail” directors’ and officers’ liability insurance and fiduciary insurance policies and if D&O Insurance during such six-year period would not exceed 200% of the annual premium as of the date of this Agreement. If, during such six-year period, such insurance with terms no less favorable to the Indemnified Parties than such existing directors’ and officers’ liability insurance and fiduciary insurance policies coverage cannot be obtained for aggregate premiums of $100,000 at all or less, then Parent shall can only be obligated to obtain such insurance coverage on such terms and for such duration as reasonably can be obtained for $100,000an amount in excess of 200% of the annual premium therefor as of the date of this Agreement, Parent shall use reasonable best efforts to cause insurance coverage 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. Set forth in Section 6.5(a) to the Company Disclosure Schedule is the amount of the annual ------------------------------------------------- premium currently paid by the Company for its directors' and officers' liability insurance. (b) This Section 6.7 is intended for If any claim or claims shall, subsequent to the irrevocable benefit ofEffective 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 the Effective Time in the capacity of such person as a director or officer of the Company (and to grant third party rights tosuch director or officer shall have given Parent written notice of such claim or claims within such six year period), the Indemnified Parties provisions of subsection (a) of this Section respecting the rights to indemnify the current or former directors or officers under the certificate of incorporation and shall be binding on all successors and assigns bylaws of Parent, the Company and its subsidiaries shall continue in effect until the Surviving Corporation. Each final disposition of the Indemnified Parties shall be entitled to enforce the covenants contained in this Section 6.7. The obligations under this Section 6.7 shall not be terminated, amended or otherwise modified in all such a manner as to adversely affect any Indemnified Party (or any other Person who is a beneficiary under the “tail” policy referred to in paragraph (a) above) and their respective heirs, successors and assignees without the prior written consent of such Indemnified Party (or other Person who is a beneficiary under such “tail” policy) and their respective heirs, successors and assignees. The rights of each Indemnified Party (and other Person who is a beneficiary under such “tail” policy) (and their respective heirs, successors and assignees) under this Section 6.7 shall be in addition to, and not in substitution for, any other rights that such Persons may have as of the date hereof under the certificate or articles of incorporation, bylaws or other equivalent organizational documents, any indemnification agreements to which such Indemnified Party or other Person is a party, or applicable Law (whether in a proceeding at Law or in equity)claims. (c) In Notwithstanding anything to the event that contrary in this Section 6.5, neither Parent nor the Surviving Corporation or shall be liable for any of settlement effected without its successors or assigns (i) consolidates with or merges with or into any other Person and written consent, which shall not be unreasonably withheld. (d) The provisions of this Section 6.5 are intended to be for the continuing or surviving entity benefit of, and shall be enforceable by, each person entitled to indemnification hereunder and the heirs and representatives of such consolidation or merger, or (ii) transfers or conveys a majority of its properties and assets to any Person, then, and in each such case, proper provision shall be made so that the successors, assigns and transferees of the Surviving Corporation, as the case may be, assume the obligations set forth in this Section 6.7person.

Indemnification of Directors and Officers. (a) Parent and Newco agree that all rights the articles of incorporation or the bylaws of the Surviving Corporation and its subsidiaries immediately after the Effective Time shall contain provisions with respect to indemnification existing in favor of, and all exculpations exculpation from liability that are at least as favorable to the current and limitations of the personal liability of, the former directors, officers, employees employees, fiduciaries and agents of the Company and its Subsidiaries (the “"Indemnified Parties”") as those provisions that are set forth in the Company Articles Amended and Company Bylaws, and of the Company’s Subsidiaries in their respective Articles Restated Certificate of Incorporation and Bylaws, Amended and Restated By-Laws of the Company as in effect as of the date hereof hereof, which provisions shall not be amended, repealed or otherwise modified for a period of six years following the Effective Time in any manner that would adversely affect the rights thereunder of any Indemnified Person with respect to matters occurring at or prior to the Effective Time, including the Merger, shall continue in full force and effect for a period of not less than six (6) years after the Effective Time, and Parent shall cause the Surviving Corporation to honor all unless such obligations to the Indemnified Partiesmodification is required by law; provided, however, that (i) all rights to indemnification in respect of any such claims (each, a “"Claim”") asserted or made within such period shall continue until the disposition of such Claim. For a period of six years after the Effective Time, the Surviving Corporation shall, and (ii) Parent and Newco shall acquire “tail” cause the Surviving Corporation to, cause to be maintained in effect the existing directors’ ' and officers’ ' liability insurance and fiduciary insurance policies effective as covering those persons who are currently covered by the policies currently maintained by the Company with an amount of coverage not less than 100% of the Effective Time covering Claims with respect to matters occurring at amount of existing coverage, or prior to the Effective Time, including the Merger, and with terms policies that are no less favorable to the Indemnified Parties Parties, and with an amount of coverage not less than 100% of the amount of existing coverage, than the policies which are currently maintained by the Company’s existing directors’ and officers’ liability insurance and fiduciary insurance policies in effect immediately prior , with respect to claims arising from facts or events which occurred at or before the Effective Time, so long as such policies are available for an annual premium which is no more than 200% of the current annual premium for the existing policies; provided, that if such policies are not available for an annual premium of no more than 200% of the current annual premium, then policies in an amount and scope as great as can be obtained for an annual premium of 200% of the current annual premium shall be obtained, provided, further, that at Parent's election, Parent may meet its obligations under the second sentence of this Section 6.6(a) by covering the Indemnified Parties under Parent's insurance policy or policies on the terms described in this Section 6.6(a). (b) The Surviving Corporation shall indemnify and hold harmless (and shall advance expenses as incurred to), to the fullest extent permitted under applicable law, each Indemnified Party against any reasonable expenses (including reasonable attorneys' fees and disbursements), judgments, penalties, fines and settlements in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of any of the transactions contemplated hereby, and in the event of any such proceeding (whether arising before or after the Effective Time), the parties hereto will cooperate in the defense of any such matter; provided, however, that Parent the Surviving Corporation shall not be liable for any settlement effected without its prior written consent; and Newco collectively provided further, that the Surviving Corporation shall not be obligated to pay no the fees and disbursements of more than $100,000 one counsel (together with local counsel) for all Indemnified Parties in the aggregate for such “tail” directors’ and officers’ liability insurance and fiduciary insurance policies and if such insurance with terms no less favorable any single claim, action, suit, proceeding or investigation, unless, based upon advice of counsel to any of the Indemnified Parties than Parties, there is or may be a conflict of interests between two or more of such existing directors’ and officers’ liability insurance and fiduciary insurance policies cannot Indemnified Parties, in which case there may be obtained separate counsel for aggregate premiums of $100,000 or less, then Parent shall only be obligated to obtain such insurance coverage on such terms and for such duration as reasonably can be obtained for $100,000each similarly situated group. (bc) This Section 6.7 6.6 is intended for the irrevocable benefit of, and to grant third party rights to, the Indemnified Parties and shall be binding on all successors and assigns of Parent, the Company and the Surviving Corporation. Each of the Indemnified Parties shall be entitled to enforce the covenants contained in this Section 6.7. The obligations under this Section 6.7 shall not be terminated, amended or otherwise modified in such a manner as to adversely affect any Indemnified Party (or any other Person who is a beneficiary under the “tail” policy referred to in paragraph (a) above) and their respective heirs, successors and assignees without the prior written consent of such Indemnified Party (or other Person who is a beneficiary under such “tail” policy) and their respective heirs, successors and assignees. The rights of each Indemnified Party (and other Person who is a beneficiary under such “tail” policy) (and their respective heirs, successors and assignees) under this Section 6.7 shall be in addition to, and not in substitution for, any other rights that such Persons may have as of the date hereof under the certificate or articles of incorporation, bylaws or other equivalent organizational documents, any indemnification agreements to which such Indemnified Party or other Person is a party, or applicable Law (whether in a proceeding at Law or in equity)6.6. (cd) In the event that the Surviving Corporation or any of its successors or assigns (i) consolidates with or merges with or into any other Person person or entity and shall not be the continuing or surviving entity of such consolidation or merger, merger or (ii) transfers or conveys a majority of its properties and assets to any Personperson or entity, then, and in each such case, proper provision shall be made so that the successors, assigns and transferees of the Surviving Corporation, as the case may be, assume the obligations set forth in this Section 6.76.6. (e) To the extent permitted by law, all rights of indemnification for the benefit of any Indemnified Party shall be mandatory rather than permissive.

Indemnification of Directors and Officers. (a) The Parent shall cause the Surviving Corporation and Newco agree that all rights its Subsidiaries to indemnification existing in favor of, and all exculpations and limitations of the personal liability of, the directors, officers, employees and agents of the Company (the “Indemnified Parties”) in the Company Articles and Company Bylaws, and of the Company’s Subsidiaries in their respective Articles of Incorporation and Bylaws, as maintain in effect as and comply with in its certificate of the date hereof with respect to matters occurring at incorporation and bylaws (or prior to the Effective Time, including the Merger, shall continue in full force and effect similar governing documents) for a period of not less than six (6) years after the Effective Time, provisions regarding elimination of liability of directors and Parent shall cause indemnification of, and advancement of expenses to, officers, directors and employees substantially no less favorable to the indemnified persons than the corresponding provisions contained in the certificate of incorporation and bylaws of the Company or such Subsidiary (but in no event in excess of the maximum elimination of liability or advancement of expenses then permitted by applicable law with respect to such prior periods). The Surviving Corporation to honor all such obligations to the Indemnified Parties; provided, however, that (i) all rights to indemnification in respect of any such claims (each, shall purchase and maintain a “Claim”) asserted or made within such period shall continue until the disposition of such Claim, and (ii) Parent and Newco shall acquire “tail” directors’ and officers’ liability insurance and fiduciary insurance policies effective as policy covering a period of six (6) years after the Effective Time covering Claims for the benefit of the directors and officers of the Company with respect to matters occurring claims arising from facts or events that occurred at or prior to the Effective Time, including the Merger, and with terms that are no less favorable to the Indemnified Parties than the Company’s existing directors’ and officers’ liability insurance and fiduciary insurance policies in effect immediately prior to before the Effective Time; provided, however, that Parent and Newco collectively in no event shall the Surviving Corporation be obligated required to pay no more than $100,000 expend in the aggregate for such “tail” tail policy an amount in excess of three hundred percent (300%) of the annual premiums currently paid by the Company for directors’ and officers’ liability insurance insurance; and fiduciary insurance policies and provided further that if such insurance with terms no less favorable to the Indemnified Parties than such existing directors’ and officers’ liability insurance and fiduciary insurance policies cannot be obtained for aggregate premiums of $100,000 or lesssuch tail policy would exceed such amount, then Parent the Surviving Corporation shall only be obligated to obtain a tail policy which the Surviving Corporation, following consultation with the Representative, reasonably believes to provide the greatest coverage that is available for a cost not exceeding such insurance coverage on such terms and for such duration as reasonably can be obtained for $100,000amount. (b) This Section 6.7 Notwithstanding any time limit herein to the contrary, if any claim, action, proceeding or investigation (whether arising before, at or after the Effective Time) is intended for made against any present or former director, officer or employee of the irrevocable benefit of, and Company or its Subsidiaries on or prior to grant third party rights tothe sixth anniversary of the Effective Time, the Indemnified Parties and provisions of Section 5.9(a)(i) (without regard to any such time limit) shall be binding on all successors and assigns of Parent, continue in effect until the Company and the Surviving Corporation. Each of the Indemnified Parties shall be entitled to enforce the covenants contained in this Section 6.7. The obligations under this Section 6.7 shall not be terminated, amended or otherwise modified in such a manner as to adversely affect any Indemnified Party (or any other Person who is a beneficiary under the “tail” policy referred to in paragraph (a) above) and their respective heirs, successors and assignees without the prior written consent final disposition of such Indemnified Party (claim, action, proceeding or other Person who is a beneficiary under such “tail” policy) and their respective heirs, successors and assignees. The rights of each Indemnified Party (and other Person who is a beneficiary under such “tail” policy) (and their respective heirs, successors and assignees) under this Section 6.7 shall be in addition to, and not in substitution for, any other rights that such Persons may have as of the date hereof under the certificate or articles of incorporation, bylaws or other equivalent organizational documents, any indemnification agreements to which such Indemnified Party or other Person is a party, or applicable Law (whether in a proceeding at Law or in equity)investigation. (c) In the event that the Surviving Corporation or any of its successors or assigns (i) consolidates with or merges with or into any other Person and shall not be the continuing or surviving corporation or entity of such consolidation or merger, merger or (ii) transfers or conveys a majority all or substantially all of its properties and assets to any Person, then, and in each such case, proper provision shall be made so that the successors, successors or assigns and transferees of the Surviving Corporation, as the case may be, assume Corporation shall succeed to the obligations set forth in this Section 6.75.9. (d) This Section 5.9 shall survive the consummation of the Merger at the Effective Time, is intended to benefit the Surviving Corporation and the former or continuing directors, officers and employees of the Company and its Subsidiaries to the fullest extent possible, shall be binding on all successors and assigns of the Surviving Corporation and shall be enforceable by the former or continuing directors, officers and employees of the Company and its Subsidiaries to the fullest extent possible.

Indemnification of Directors and Officers. (a) Parent and Newco agree that all rights to indemnification existing in favor of, and all exculpations and limitations The Organizational Documents of the personal liability of, the directors, officers, employees and agents of the Surviving Company (the “Indemnified Parties”) in the Company Articles and Company Bylaws, and of the Company’s Subsidiaries in their respective Articles of Incorporation and Bylaws, as in effect as of the date hereof shall contain provisions no less favorable with respect to matters occurring exculpation, indemnification, advancement or expense reimbursement than are set forth in the Organizational Documents of Check-Cap and Nobul, respectively, which provisions shall not be amended, repealed or otherwise modified for a period of seven (7) years from the Merger Effective Time in any manner that would affect adversely the rights thereunder of individuals who, at or prior to the Merger Effective Time, including the Mergerwere directors, officers, employees, fiduciaries or agents of Check-Cap or Nobul, as applicable, unless such modification shall continue be required by applicable Law. (b) The Surviving Company shall purchase (which shall be paid for in full force by Check-Cap) and effect for have in place at the Closing a period of not less than six (6) years after the Effective Time, and Parent shall cause the Surviving Corporation to honor all such obligations to the Indemnified Parties; provided, however, that (i) all rights to indemnification in respect of any such claims (each, a “Claim”) asserted or made within such period shall continue until the disposition of such Claim, and (ii) Parent and Newco shall acquire “tail” or “runoff” policy (the “D&O Tail”) providing directors’ and officers’ liability insurance and fiduciary insurance policies effective as coverage for the benefit of those persons who are covered by the Effective Time covering Claims with respect to matters occurring at or prior to the Effective Time, including the Merger, and with terms that are no less favorable to the Indemnified Parties than the Company’s existing directors’ and officers’ liability insurance policies maintained by Check-Cap or Nobul as of the Closing (collectively, the “D&O Indemnified Parties”) with respect to matters occurring prior to the Merger Effective Time. The D&O Tail shall provide for terms with respect to coverage, deductibles and fiduciary insurance policies amounts that are no less favorable than those of the policy in effect immediately prior to the Merger Effective Time; provided, however, that Parent and Newco collectively shall be obligated to pay no more than $100,000 in the aggregate for such “tail” directors’ and officers’ liability insurance and fiduciary insurance policies and if such insurance with terms no less favorable to the Indemnified Parties than such existing directors’ and officers’ liability insurance and fiduciary insurance policies cannot be obtained for aggregate premiums of $100,000 or less, then Parent shall only be obligated to obtain such insurance coverage on such terms and for such duration as reasonably can be obtained for $100,000. (b) This Section 6.7 is intended Time for the irrevocable benefit ofof the directors and officers of Check-Cap and Nobul, and to grant third party rights to, shall remain in effect for the Indemnified Parties and shall be binding on all successors and assigns of Parent, seven (7) year period following the Company and Closing; provided that the Surviving Corporation. Each total cost of the Indemnified Parties shall be entitled to enforce the covenants contained in this Section 6.7. The obligations under this Section 6.7 D&O Tail shall not be terminated, amended or otherwise modified in such a manner as to adversely affect any Indemnified Party (or any other Person who is a beneficiary under the “tail” policy referred to in paragraph (a) above) and their respective heirs, successors and assignees without the prior written consent of such Indemnified Party (or other Person who is a beneficiary under such “tail” policy) and their respective heirs, successors and assignees. The rights of each Indemnified Party (and other Person who is a beneficiary under such “tail” policy) (and their respective heirs, successors and assignees) under this Section 6.7 shall be in addition to, and not in substitution for, any other rights that such Persons may have as of the date hereof under the certificate or articles of incorporation, bylaws or other equivalent organizational documents, any indemnification agreements to which such Indemnified Party or other Person is a party, or applicable Law (whether in a proceeding at Law or in equity)exceed $200,000. (c) In the event that Nobul or the Surviving Corporation or any of its successors or assigns Company (i) consolidates with or merges with or into any other Person and shall not be the continuing or surviving corporation or entity of such consolidation or merger, merger or (ii) transfers all or conveys a majority substantially all of its properties and assets to any Person, then, and in each such case, then proper provision shall be made so that the successors, assigns and transferees such continuing or surviving corporation or entity or transferee of the Surviving Corporationsuch assets, as the case may be, shall assume the obligations set forth in this Section 6.77.9. (d) The rights of each Person pursuant to this Section 7.9 shall be in addition to, and not in limitation of, any other rights such Person may have (including any indemnification, exculpation or advancement of expenses rights) under the Organizational Documents, any indemnification Contract between such Person and Check-Cap or Nobul (in each case, as in effect, and in the case of any indemnification Contracts, to the extent made available to Nobul), or under applicable Law. The provisions of this Section 7.9 shall survive the Closing and shall not be terminated or modified in any manner that is adverse to any such Persons (and their respective successors and assigns), it being expressly agreed that such Persons (including their respective successors and assigns) shall be third party beneficiaries of, and entitled to enforce, this Section 7.9.

Indemnification of Directors and Officers. (a) Parent Purchaser agrees that, from the Closing Date until the six year anniversary date of the Closing Date, Purchaser shall not, and Newco agree that all rights shall not permit its Subsidiaries and Affiliates to, amend, repeal or modify any obligation relating to indemnification existing in favor ofof each present and former director, and all exculpations and limitations manager or officer of the personal liability of, the directors, officers, employees and agents each member of the Company Group (in all of their capacities) (collectively, the “Company Group Indemnified Parties”) arising under the Governing Documents of the applicable members of the Company Group in existence on the Closing Date in any manner that would adversely affect the rights thereunder of any such individual. From and after the Closing Date, Purchaser shall indemnify and hold harmless (and advance expenses to) the Company Group Indemnified Parties as provided in the Company Articles and Company Bylaws, and Governing Documents of the Company’s Subsidiaries applicable member of the Company Group in their respective Articles of Incorporation and Bylaws, as in effect existence as of the Closing, which Governing Documents have been provided to Purchaser prior to the date hereof with respect to matters occurring at hereof. (b) At or prior to the Effective TimeClosing Date, including Seller shall cause the MergerCompany Group to purchase (at Purchaser’s sole cost and expense), and, following the Closing Date, the Purchaser shall continue in full force and effect cause the Company Group to maintain for a period of not less than six (6) years after the Effective Time, and Parent for the benefit of the Company Group Indemnified Parties the D&O Insurance with an insurer or insurers with the same or better credit rating as the current carrier or carriers of the Company Group, which D&O Insurance shall cause the Surviving Corporation to honor all such obligations provide coverage for acts or omissions occurring prior to the Indemnified Parties; provided, however, that (i) all rights to indemnification in respect of any Effective Time and cover each such claims (each, a “Claim”) asserted or made within such period shall continue until the disposition of such Claim, and (ii) Parent and Newco shall acquire “tail” person covered by directors’ and officers’ liability insurance and fiduciary insurance policies effective as of the Effective Time covering Claims Company Group in effect on the Executive Date on terms with respect to matters occurring at or prior to the Effective Time, including the Merger, coverage and with terms that are in amounts no less favorable to in the Indemnified Parties aggregate than the Company’s existing directors’ and officers’ liability insurance and fiduciary insurance policies of the Company Group in effect immediately prior to on the Effective TimeExecution Date; provided, however, that Parent in no event shall the Company Group expend for such D&O Insurance an aggregate amount in excess of 300% of the amount per annum the Company Group paid in its last full fiscal year for its existing coverage; and Newco collectively shall be obligated to pay no more than $100,000 in provided, further, however, that if the aggregate premium for such “tail” directors’ and officers’ liability insurance and fiduciary insurance policies and if such insurance with terms no less favorable to the Indemnified Parties than such existing directors’ and officers’ liability insurance and fiduciary insurance policies cannot be obtained for aggregate premiums of $100,000 or less, then Parent shall only be obligated to obtain such insurance coverage on exceeds 300% of such terms and for such duration annual amount, the Company Group shall obtain as much coverage as reasonably can be obtained practicable for $100,000a cost not exceeding such amount. (bc) This The provisions of this Section 6.7 is 8.17 are (i) intended to be for the irrevocable benefit of, and to grant third party rights towill be enforceable by, the Indemnified Parties and shall be binding on all successors and assigns of Parent, the each Company and the Surviving Corporation. Each of the Indemnified Parties shall be entitled to enforce the covenants contained in this Section 6.7. The obligations under this Section 6.7 shall not be terminated, amended or otherwise modified in such a manner as to adversely affect any Group Indemnified Party and (or any other Person who is a beneficiary under the “tail” policy referred to in paragraph (ai) above) and their respective heirs, successors and assignees without the prior written consent of such Indemnified Party (or other Person who is a beneficiary under such “tail” policy) and their respective heirs, successors and assignees. The rights of each Indemnified Party (and other Person who is a beneficiary under such “tail” policy) (and their respective heirs, successors and assignees) under this Section 6.7 shall be 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 and documented out-of-pocket expenses, including reasonable attorneys’ fees, that may be incurred by any Company Group Indemnified Party in enforcing the indemnity obligations provided in this Section 8.17 unless it is ultimately determined that such Persons may have as of the date hereof under the certificate or articles of incorporation, bylaws or other equivalent organizational documents, any indemnification agreements to which such Company Group Indemnified Party or other Person is a party, or applicable Law (whether in a proceeding at Law or in equity)not entitled to such indemnity. (cd) In For a period of six years after the event that the Surviving Corporation Effective Time, if Purchaser, or any of its successors or assigns assigns, (i) consolidates with or merges with or into any other Person and shall not be the continuing or surviving corporation or entity of in such consolidation or merger, merger or (iii) transfers all or conveys a majority substantially all of its properties and assets to any Person, then, and in each such case, proper provision shall be made so that the successors, successors and assigns and transferees of Purchaser honor the Surviving Corporation, as the case may be, assume the indemnification obligations set forth in this Section 6.78.17.

Indemnification of Directors and Officers. (a) Parent and Newco agree that all rights to indemnification existing in favor of, and all exculpations and limitations of During the personal liability ofperiod beginning at the Effective Time, the directors, officers, employees Surviving Corporation shall to the greatest extent permitted by Law indemnify and agents of the Company (the “Indemnified Parties”) in the Company Articles hold harmless and Company Bylaws, and comply with all of the Company’s Subsidiaries obligations to indemnify and hold harmless (including any obligations to advance funds for expenses) (i) the present and former officers and directors thereof against any and all costs or expenses (including reasonable attorneys’ fees and expenses), judgments, fines, losses, claims, damages, liabilities and amounts paid in their respective Articles of Incorporation settlement in connection with any actual or threatened claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative (“Damages”), arising out of, relating to or in connection with any acts or omissions occurring or alleged to occur prior to or at the Effective Time to the extent provided under the Company’s organizational and Bylaws, as governing documents or agreements in effect on the date hereof; and (ii) such persons against any and all Damages arising out of acts or omissions in connection with such persons serving as an officer, director or other fiduciary in any entity if such service was at the request or for the benefit of the date hereof with respect to matters occurring at or prior to the Effective Time, including the Merger, shall continue in full force and effect for Company. For a period of not less than six (6) years after the Effective Time, and Parent the Company or Surviving Corporation shall cause to be maintained in effect the Surviving Corporation to honor all such obligations to current policies of officers’ and directors’ liability insurance maintained as of the Indemnified Partiesdate hereof by the Company (the “Current Policies”); provided, however, that (i) all rights to indemnification the Surviving Corporation may, and in respect the event of any such claims (each, a “Claim”) asserted the cancellation or made within such period shall continue until the disposition termination of such Claimpolicies shall, substitute therefor policies with reputable and (ii) Parent financially sound carriers providing at least the same coverage and Newco shall acquire “tail” directors’ amount and officers’ liability insurance containing terms and fiduciary insurance policies effective as of the Effective Time covering Claims with respect to matters occurring at or prior to the Effective Time, including the Merger, and with terms conditions that are no less favorable to the Indemnified Parties covered persons (the “Replacement Policies”) in respect of claims arising from facts or events that existed or occurred prior to or at the Effective Time under the Current Policies; provided, further, however, that in no event will the Surviving Corporation be required to expend annually in excess of 250% of the annual premium currently paid by the Company under the Current Policies (the “Insurance Amount”) (in which event, the Surviving Corporation shall obtain as much comparable insurance as available for the Insurance Amount); provided, further, however, that in lieu of the foregoing insurance coverage, Parent may direct the Company to purchase “tail” insurance coverage that provides coverage no less favorable than the Company’s existing directors’ and officers’ liability insurance and fiduciary insurance policies coverage described above, provided that the Company shall not be required to pay any amounts in effect immediately respect of such coverage prior to the Effective Time; provided, however, that Parent and Newco collectively shall be obligated to pay no more than $100,000 in the aggregate for such “tail” directors’ and officers’ liability insurance and fiduciary insurance policies and if such insurance with terms no less favorable to the Indemnified Parties than such existing directors’ and officers’ liability insurance and fiduciary insurance policies cannot be obtained for aggregate premiums of $100,000 or less, then Parent shall only be obligated to obtain such insurance coverage on such terms and for such duration as reasonably can be obtained for $100,000. (b) This Section 6.7 5.9 shall survive the consummation of the Merger and is intended to be for the irrevocable benefit of, and to grant third party rights toshall be enforceable by, present or former directors or officers of the Indemnified Parties Company, their respective heirs and personal representatives and shall be binding on all the Surviving Corporation and its successors and assigns of Parent, the Company and the Surviving Corporationassigns. Each of the Indemnified Parties shall be entitled to enforce the covenants contained in this Section 6.7. The obligations under this Section 6.7 shall not be terminated, amended or otherwise modified in such a manner as to adversely affect any Indemnified Party (or any other Person who is a beneficiary under the “tail” policy referred to in paragraph (a) above) and their respective heirs, successors and assignees without the prior written consent of such Indemnified Party (or other Person who is a beneficiary under such “tail” policy) and their respective heirs, successors and assignees. The rights of each Indemnified Party (and other Person who is a beneficiary under such “tail” policy) (and their respective heirs, successors and assignees) under this Section 6.7 shall be in addition to, and not in substitution for, any other rights that such Persons may have as of the date hereof under the certificate or articles of incorporation, bylaws or other equivalent organizational documents, any indemnification agreements to which such Indemnified Party or other Person is a party, or applicable Law (whether in a proceeding at Law or in equity). (c) In the event that the Surviving Corporation or any of its successors or assigns (i) consolidates with or merges with or into any other Person and shall is not be the continuing or surviving corporation or entity of such consolidation or merger, merger or (ii) transfers or conveys a majority of all or substantially all its properties and assets to any Personperson (including by dissolution), then, and in each such case, Parent shall cause proper provision shall to be made so that the successors, successors and assigns and transferees of the Surviving Corporation, as the case may be, Corporation assume and honor the obligations set forth in this Section 6.75.9. (c) The agreements and covenants contained herein shall not be deemed to be exclusive of any other rights to which any such present or former director or officer is entitled, whether pursuant to Law, contract or otherwise. Nothing in this Agreement is intended to, shall be construed to or shall release, waive or impair any rights to directors’ and officers’ insurance claims under any policy that is or has been in existence with respect to the Company or its officers, directors and employees, it being understood and agreed that the indemnification provided for in this Section 5.9 is not prior to or in substitution for any such claims under any such policies.

Indemnification of Directors and Officers. (a) Section 5.14.1 Parent and Newco the Surviving Corporation agree that all rights to the indemnification existing obligations set forth in favor of, and all exculpations and limitations of the personal liability of, the directors, officers, employees and agents of the Company (the “Indemnified Parties”) in the Company Articles and Company Bylaws, and of the Company’s Subsidiaries in their respective Articles Certificate of Incorporation and BylawsCompany by-laws shall survive the Merger (and, as in effect as of the date hereof with respect to matters occurring at or prior to the Effective Time, including Parent shall cause the MergerCertificate of Incorporation and by-laws of Merger Sub to reflect such provisions) and shall not be amended, shall continue in full force and effect repealed or otherwise modified for a period of not less than six (6) years after the Effective TimeTime in any manner that would adversely affect the rights thereunder of any individual who on or prior to the Effective Time was a director, and officer, trustee, fiduciary, employee or agent of the Company or any of its Subsidiaries or who served at the request of the Company or any 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 Law. Parent shall agrees to cause the Surviving Corporation to honor all such comply with and satisfy, or Parent shall itself comply with and satisfy, the indemnification obligations contained in the certificate of incorporation and by-laws of the Surviving Corporation. Section 5.14.2 For six years from the Effective Time, the Surviving Corporation shall provide to the Indemnified PartiesCompany’s current directors and officers 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 (i) all rights the Surviving Corporation shall not be required to indemnification pay an annual premium for the D&O Insurance in excess of 200% of the last annual premium paid prior to the date of this Agreement, which premium the Company represents and warrants to be approximately $320,000. 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 5.14, 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 any the transactions contemplated by this Agreement. If such claims (each, a “Claim”) asserted or made within such period shall continue until the disposition of such Claim, and (ii) Parent and Newco shall acquire “tail” directors’ and officers’ liability insurance and fiduciary insurance prepaid policies effective as of the Effective Time covering Claims with respect to matters occurring at or have been obtained prior to the Effective Time, including the MergerParent shall, and with terms that are no less favorable to shall cause the Indemnified Parties than the Company’s existing directors’ and officers’ liability insurance and fiduciary insurance Surviving Corporation to, maintain such policies in effect immediately prior to the Effective Time; provided, however, that Parent full force and Newco collectively shall be obligated to pay no more than $100,000 in the aggregate for such “tail” directors’ and officers’ liability insurance and fiduciary insurance policies and if such insurance with terms no less favorable to the Indemnified Parties than such existing directors’ and officers’ liability insurance and fiduciary insurance policies cannot be obtained for aggregate premiums of $100,000 or less, then Parent shall only be obligated to obtain such insurance coverage on such terms and for such duration as reasonably can be obtained for $100,000. (b) This Section 6.7 is intended for the irrevocable benefit ofeffect, and continue to grant third party rights to, honor the Indemnified Parties and shall be binding on all successors and assigns of Parent, the Company and the Surviving Corporation. Each of the Indemnified Parties shall be entitled to enforce the covenants contained in this Section 6.7obligations thereunder. The obligations under this Section 6.7 5.14 shall not be terminated, amended terminated or otherwise modified in such a manner as to adversely affect any Indemnified Party (or any other Person who is a beneficiary under the “tail” policy referred indemnitee to in paragraph (a) above) and their respective heirs, successors and assignees whom this Section 5.14 applies without the prior written consent of such Indemnified Party affected indemnitee (or other Person who is a beneficiary under such “tail” policy) and their respective heirs, successors and assignees. The rights of each Indemnified Party (and other Person who is a beneficiary under such “tail” policy) (and their respective heirs, successors and assignees) under it being expressly agreed that the indemnitees to whom this Section 6.7 5.14 applies shall be in addition to, and not in substitution for, any other rights that such Persons may have as third party beneficiaries of the date hereof under the certificate or articles of incorporation, bylaws or other equivalent organizational documents, any indemnification agreements to which such Indemnified Party or other Person is a party, or applicable Law (whether in a proceeding at Law or in equitythis Section 5.14). (c) Section 5.14.3 In the event that Parent or the Surviving Corporation or any of its successors or assigns (iA) consolidates with or merges with or into any other Person person and shall not be the continuing or surviving corporation or entity of such consolidation or merger, merger or (iiB) transfers all or conveys a majority substantially all of its properties and assets to any Personperson, then, and in each such case, proper provision provisions shall be made so that the successors, assigns and transferees such continuing or surviving corporation or entity or transferee of the Surviving Corporationsuch assets, as the case may be, shall assume the obligations set forth in this Section 6.75.14.

Indemnification of Directors and Officers. (a) Parent and Newco agree that all rights to indemnification existing in favor ofshall, and shall cause the Surviving Corporation to, indemnify and hold harmless, and provide advancement of expenses to, all exculpations past and limitations of the personal liability of, the present directors, officers, officers and employees and agents of the Company (or any of its Subsidiaries to the “Indemnified Parties”) in the Company Articles and Company Bylaws, and of the Company’s Subsidiaries in their respective Articles of Incorporation and Bylaws, as in effect as of the date hereof with respect to matters fullest extent permitted by applicable Law for acts or omissions occurring at or prior to the Effective TimeTime (including for acts or omissions occurring in connection with the approval of this Agreement and the consummation of the transactions contemplated hereby) in their capacities as such whether pursuant to a Company's Certificate of Incorporation, including By-laws, individual indemnity agreements or otherwise, and such obligations shall survive the Merger, Merger and shall continue in full force and effect for a period in accordance with the terms of not less than the Company's Certificate of Incorporation, By-laws and such individual indemnity agreements from the Effective Time until the later of (i) the expiration of the applicable statute of limitations with respect to any claims against such directors or officers arising out of such acts or omissions or (ii) in the case of any claims made prior to the expiration of the applicable statute of limitations, the final disposition of such claims. (b) For six (6) years after from the Effective Time, and Parent shall, or shall cause the Surviving Corporation to, cause to honor all such obligations be maintained in effect for the benefit of the Company's directors and officers an insurance and indemnification policy that provides coverage for acts or omissions occurring prior to the Indemnified PartiesEffective Time (the "D&O Insurance") covering each such person currently covered by the officers' and directors' liability insurance policies of the Company on terms with respect to coverage and in amounts no less favorable than those of the Company's policies in effect on the date hereof; provided, however, that (i) all rights the Surviving Corporation shall not be required to indemnification pay an annual premium for the D&O Insurance in respect excess of any such claims (each$1,250,000; provided, a “Claim”) asserted or made within such period shall continue until further, that if the disposition annual premiums of such Claiminsurance coverage exceed $1,250,000, Parent shall obtain a policy with the greatest coverage available for a cost not exceeding such amount. (c) Parent shall, and shall cause the Surviving Corporation to, cause to be maintained in effect in the Surviving Corporation's (iior any successor's) Parent Certificate of Incorporation and Newco shall acquire “tail” directors’ and officers’ liability insurance and fiduciary insurance policies effective as of the Effective Time covering Claims Bylaws provisions with respect to matters occurring at or prior to the Effective Time, including the Merger, indemnification and with terms advancement of expenses that are no less at least as favorable to the Indemnified Parties than intended beneficiaries as those contained in the Company’s existing directors’ Company Certificate and officers’ liability insurance and fiduciary insurance policies the Company Bylaws as in effect immediately prior to on the Effective Time; provided, however, that date hereof. The obligations of Parent and Newco collectively shall be obligated to pay no more than $100,000 in the aggregate for such “tail” directors’ and officers’ liability insurance and fiduciary insurance policies and if such insurance with terms no less favorable to the Indemnified Parties than such existing directors’ and officers’ liability insurance and fiduciary insurance policies cannot be obtained for aggregate premiums of $100,000 or less, then Parent shall only be obligated to obtain such insurance coverage on such terms and for such duration as reasonably can be obtained for $100,000. (b) This Section 6.7 is intended for the irrevocable benefit of, and to grant third party rights to, the Indemnified Parties and shall be binding on all successors and assigns of Parent, the Company and the Surviving Corporation. Each of the Indemnified Parties shall be entitled to enforce the covenants contained in this Section 6.7. The obligations Corporation under this Section 6.7 6.10 shall not be terminated, amended terminated or otherwise modified in such a manner as to adversely affect any Indemnified Party (or any other Person who is a beneficiary under the “tail” policy referred indemnitee to in paragraph (a) above) and their respective heirs, successors and assignees whom this Section 6.10 applies without the prior express written consent of such Indemnified Party affected indemnitee (or other Person who is a beneficiary under such “tail” policy) and their respective heirs, successors and assignees. The rights of each Indemnified Party (and other Person who is a beneficiary under such “tail” policy) (and their respective heirs, successors and assignees) under it being expressly agreed that the indemnitees to whom this Section 6.7 6.10 applies shall be third party beneficiaries of this Section 6.10). (d) The provisions of this Section 6.10 (i) are intended to be for the benefit of, and will be enforceable by, each indemnified party, his or her heirs and his or her representatives and (ii) are in addition to, and not in substitution for, any other rights to indemnification or contribution that any such Persons person may have as of the date hereof under the certificate by contract or articles of incorporation, bylaws or other equivalent organizational documents, any indemnification agreements to which such Indemnified Party or other Person is a party, or applicable Law (whether in a proceeding at Law or in equity)otherwise. (c) In the event that the Surviving Corporation or any of its successors or assigns (i) consolidates with or merges with or into any other Person and shall not be the continuing or surviving entity of such consolidation or merger, or (ii) transfers or conveys a majority of its properties and assets to any Person, then, and in each such case, proper provision shall be made so that the successors, assigns and transferees of the Surviving Corporation, as the case may be, assume the obligations set forth in this Section 6.7.

Indemnification of Directors and Officers. (a) For six (6) years following the Closing Date, the Parent shall guarantee the Surviving Corporation’s obligations under the D&O Indemnification Agreements, up to an aggregate liability of One Million Dollars ($1,000,000). Without the consent of the Representative, during the six (6) year period after the Closing Date, the Surviving Corporation shall not amend its articles of incorporation in any manner that would reduce Surviving Corporation’s obligations owed to a D&O Indemnified Person under his or her respective D&O Indemnification Agreement. (b) Prior to the Closing, the Company shall obtain and Newco agree that all rights to indemnification existing fully pay for one or more D&O liability “tail” insurance policies, with policy limits in favor ofan aggregate amount of not less than Four Million Dollars ($4,000,000), and all exculpations and limitations each of which with the personal liability offollowing characteristics: (i) a policy period of at least six (6) years from the Effective Time, (ii) from insurance carriers with the directors, officers, employees and agents of the Company (the “Indemnified Parties”) in the Company Articles and Company Bylaws, and of same or better credit rating as the Company’s Subsidiaries current insurance carrier with respect to directors’ and officers’ liability insurance, (iii) in their respective Articles of Incorporation and Bylaws, scope at least as in effect favorable as of the date hereof Company’s existing policies with respect to matters existing or occurring at or prior to the Effective Time, including the Merger, shall continue in full force and effect for a period of not less than six (6) years after the Effective Time, and Parent shall cause the Surviving Corporation to honor all such obligations to the Indemnified Parties; provided, however, that (i) all rights to indemnification in respect of any such claims (each, a “Claim”) asserted or made within such period shall continue until the disposition of such Claim, and (iiiv) providing Side A, Side B and Side C coverage (the “D&O Policies”). In addition, the Company shall obtain quotes for such D&O Policies as soon as practicable and permit the Parent to negotiate the terms and Newco shall acquire “tail” directors’ and officers’ liability insurance and fiduciary insurance policies effective as conditions of the Effective Time covering Claims with respect D&O Policies in its discretion. The D&O Policies shall acknowledge that Company shall have no liability to matters indemnify officers or directors of the Company for acts occurring at or prior to the Effective Time, including Time until the Mergerfull policy limit has been exhausted. The parties agree that the amount of any retention due under the D&O Policies shall be paid by the D&O Indemnified Persons or by the Representative out of the Representative Holdback, and with terms that are no less favorable to the Indemnified Parties than the Company’s existing directors’ and officers’ liability insurance and fiduciary insurance policies in effect immediately prior to the Effective Time; provided, however, that Parent and Newco collectively shall be obligated to pay no more than $100,000 in the aggregate for such “tail” directors’ and officers’ liability insurance and fiduciary insurance policies and if such insurance with terms no less favorable to the Indemnified Parties than such existing directors’ and officers’ liability insurance and fiduciary insurance policies cannot be obtained for aggregate premiums of $100,000 or less, then Parent shall only be obligated to obtain such insurance coverage on such terms and for such duration as reasonably can be obtained for $100,000. (b) This Section 6.7 is intended for the irrevocable benefit of, and to grant third party rights to, the Indemnified Parties and shall be binding on all successors and assigns of Parent, the Company and the Surviving Corporation. Each of the Indemnified Parties shall be entitled to enforce the covenants contained in this Section 6.7. The obligations under this Section 6.7 shall not be terminated, amended or otherwise modified in such a manner as to adversely affect any Indemnified Party (retention or any other Person who is a beneficiary amount due under or in respect of the “tail” policy referred to in paragraph (a) above) and their respective heirs, successors and assignees without the prior written consent of such Indemnified Party (or other Person who is a beneficiary under such “tail” policy) and their respective heirs, successors and assignees. The rights of each Indemnified Party (and other Person who is a beneficiary under such “tail” policy) (and their respective heirs, successors and assignees) under this Section 6.7 D&O Policies shall be in addition topayable by Parent, and not in substitution for, any other rights that such Persons may have as of the date hereof under the certificate or articles of incorporation, bylaws or other equivalent organizational documents, any indemnification agreements to which such Indemnified Party or other Person is a party, or applicable Law (whether in a proceeding at Law or in equity). (c) In the event that the Surviving Corporation or any of its successors their Affiliates. (c) Notwithstanding the provisions of this Section 5.3, it is acknowledged and agreed that neither Parent nor the Surviving Corporation shall be obligated to defend or assigns (i) consolidates with or merges with or into provide any other Person and shall not be indemnification, including the continuing or surviving entity advancement of such consolidation or mergerexpenses, or (ii) transfers or conveys a majority of its properties and assets to any former director, officer or employee of the Company after the Closing Date other than pursuant to the D&O Indemnification Agreements. (d) The provisions of this Section 5.3 are intended to be for the benefit of, and will be enforceable by, each D&O Indemnified Person, then, his or her heirs and in each such case, proper provision shall be made so that the successors, assigns and transferees of the Surviving Corporation, as the case may be, assume the obligations set forth in this Section 6.7his or her representatives.

Indemnification of Directors and Officers. (a) Parent If the Closing occurs, Buyer and Newco the Company agree that all rights to exculpation, indemnification and all limitations on liability existing in favor ofof any officer, and all exculpations and limitations of the personal liability of, the directors, officers, employees and agents director or manager of the Company and its Subsidiaries, in each case that is an individual (collectively, the “Indemnified PartiesCompany Indemnitees”) ), as provided in the Company Articles and Company BylawsCertificate, and by-laws or other organizational documents of the Company’s Subsidiaries in their respective Articles of Incorporation and Bylaws, as in effect Company effective as of the date hereof with respect to matters occurring at or immediately prior to the Effective Time, including Closing shall survive the Merger, shall consummation of the transactions contemplated hereby and continue in full force and effect and be honored by the Company for at least six years after the Closing. The obligations of the Company under this Section 7.5(a) shall not be terminated or modified in such a manner as to adversely affect any Company Indemnitee to whom this Section 7.5(a) applies without the consent of such affected Company Indemnitee (it being expressly agreed that the Company Indemnitees to whom this Section 7.5(a) applies shall be third party beneficiaries of this Section 7.5(a)). If the Closing occurs, the Company shall pay all expenses to any Company Indemnitee incurred in successfully enforcing the indemnity or other obligations provided for in this Section 7.5(a). (b) Buyer will cause the Company to provide, for a period of not less than six (6) years after from the Effective TimeClosing Date, the Company’s current directors and Parent shall cause the Surviving Corporation to honor all such obligations officers an insurance and indemnification policy that provides coverage for events occurring prior to the Indemnified PartiesClosing Date (the “D&O Insurance”) that is no less favorable than the Company’s existing policy or, if substantially equivalent insurance coverage is unavailable, the best available coverage; provided, however, that the Company shall not be required to pay an annual premium for the D&O Insurance in excess of 200% (two hundred percent) of the last annual premium paid by the Company prior to the date of this Agreement; provided, further that (i) all rights Buyer may substitute therefor a single premium tail coverage with respect to indemnification D&O Insurance at a level at least as favorable as in respect of any such claims (eachthe D&O Insurance, a “Claim”) asserted or made within such period shall continue until the disposition of such Claim, and (ii) Parent and Newco shall acquire “tail” directors’ and officers’ liability insurance and fiduciary insurance policies effective as of if Buyer does not make the Effective Time covering Claims substitution provided for in clause (i) above, then the Company may substitute therefor a single premium tail coverage with respect to matters occurring D&O Insurance at or a level at least as favorable as in the D&O Insurance for a premium not to exceed 200% (two hundred percent) of the last annual premium paid by the Company prior to the Effective Timedate of this Agreement. If the Company or Buyer, including the Mergeror any of their successors or assigns, shall (a) be liquidated and with terms that are no less favorable to the Indemnified Parties than the Company’s existing directors’ and officers’ liability insurance and fiduciary insurance policies in effect immediately prior to the Effective Time; provideddissolved, however, that Parent and Newco collectively shall be obligated to pay no more than $100,000 in the aggregate for such “tail” directors’ and officers’ liability insurance and fiduciary insurance policies and if such insurance with terms no less favorable to the Indemnified Parties than such existing directors’ and officers’ liability insurance and fiduciary insurance policies cannot be obtained for aggregate premiums of $100,000 or less, then Parent shall only be obligated to obtain such insurance coverage on such terms and for such duration as reasonably can be obtained for $100,000. (b) This Section 6.7 is intended for the irrevocable benefit of, and to grant third party rights to, the Indemnified Parties and shall be binding on all successors and assigns of Parent, the Company and the Surviving Corporation. Each of the Indemnified Parties shall be entitled to enforce the covenants contained in this Section 6.7. The obligations under this Section 6.7 shall not be terminated, amended or otherwise modified in such a manner as to adversely affect any Indemnified Party (or any other Person who is a beneficiary under the “tail” policy referred to in paragraph (a) above) and their respective heirs, successors and assignees without the prior written consent of such Indemnified Party (or other Person who is a beneficiary under such “tail” policy) and their respective heirs, successors and assignees. The rights of each Indemnified Party (and other Person who is a beneficiary under such “tail” policy) (and their respective heirs, successors and assignees) under this Section 6.7 shall be in addition to, and not in substitution for, any other rights that such Persons may have as of the date hereof under the certificate or articles of incorporation, bylaws or other equivalent organizational documents, any indemnification agreements to which such Indemnified Party or other Person is a party, or applicable Law (whether in a proceeding at Law or in equity). (c) In the event that the Surviving Corporation or any of its successors or assigns (i) consolidates consolidated with or merges with or merged into any other Person and shall not be the continuing or surviving entity of such consolidation or merger, or (iic) transfers sell or conveys otherwise transfer all or a majority of its properties and assets to any other Person, then, and in each such case, proper provision provisions shall be made so that the successors, assigns and transferees of the Surviving Corporationcontinuing or surviving entity or Buyer, as the case may beapplicable, and its successors and assigns shall assume the obligations set forth in this Section 6.77.5. The provisions of this Section 7.5 shall survive the Closing and are intended to be for the benefit of, and shall be enforceable by, each indemnified party described in this Section 7.5 and his or her heirs and representatives, and are in addition to, and not in substitution for, any other rights to indemnification or contribution that any such person may have had by contract or by Law.

Indemnification of Directors and Officers. (a) Parent and Newco agree that all rights At the later of (i) the First Closing or (ii) such date on which such individuals are elected to the Board of Directors, the Company shall enter into indemnification existing in favor of, and all exculpations and limitations agreements with each of the personal liability ofdirectors designated by the Purchaser pursuant to the Shareholders Agreement ("Purchaser Designees") ------------------- substantially in the form of Exhibit E hereto with such changes thereto as may --------- be agreed upon by Purchaser and the Company (each an "Indemnification --------------- Agreement"). --------- (b) At or prior to the First Closing Date, the Company shall obtain directors' and officers' liability insurance policies providing an aggregate of $25,000,000 in additional coverage to the coverage provided by the Company's current directors' and officers' insurance policy (the "Additional ---------- D&O Policies"). The Company shall use all commercially reasonable efforts to ------------ ensure that the Additional D&O Policies shall, officersin addition to customary coverage, employees provide coverage for Purchaser and agents any of its Affiliates with respect to any claims brought against Purchaser or any of its Affiliates arising out of or relating to any act or omission of any director of the Company (the “Indemnified Parties”) in the Company Articles and Company Bylaws, and his or her capacity as a director of the Company’s Subsidiaries ; provided, -------- however, that in their respective Articles the event the Additional D&O Policies are not available to provide coverage as described in this sentence, the Company shall use commercially reasonable efforts to obtain a separate insurance policy (the "Alternative Policy") providing such coverage in such amounts as can be ----------------- obtained by the Company upon the payment of Incorporation annual premiums that, when aggregated with the annual premiums paid for the Additional D&O Policies, do not exceed 200% of the annual premiums related to the Company's existing director and Bylaws, as officer liability policies aggregating $30,000,000 in coverage. The Company shall maintain in effect the Additional D&O Policies and the Alternative Policy for so long as Purchaser is entitled to nominate members to the Board of Directors pursuant to the Shareholders Agreement. (c) The Company shall, from and after the date hereof of this Agreement and until the later of (i) four years from the First Closing Date or (ii) the final resolution of all Shareholder Litigation, maintain in effect the current directors' and officers' liability insurance policies maintained by the Company (provided that the Company may substitute therefor policies no less favorable in terms and amounts of coverage so long as substitution does not result in gaps of lapses in coverage) with respect to matters occurring at or prior to the Effective Time, including the Merger, shall continue in full force and effect for a period of not less than six (6) years after the Effective Time, and Parent shall cause the Surviving Corporation to honor all such obligations to the Indemnified PartiesSecond Closing Date; provided, however, that in no event shall the Company be required to expend pursuant to this Section more than an amount per year equal to 150% of current annual premiums paid by the Company for such insurance. (id) all rights to indemnification in respect The Company shall amend its existing insurance coverage under the Company's current policies of any such claims (each, a “Claim”) asserted or made within such period shall continue until the disposition of such Claim, and (ii) Parent and Newco shall acquire “tail” directors’ ' and officers’ ' liability insurance and fiduciary insurance insurance, or obtain comparable replacement policies effective as of the Effective Time covering Claims with respect to matters occurring at or prior to the Effective Time, including the Merger, and with terms that are no less favorable to the Indemnified Parties than the Company’s existing directors’ and officers’ liability insurance and fiduciary insurance policies in effect immediately prior to the Effective Time; provided, however, that Parent and Newco collectively shall be obligated to pay no more than $100,000 in the aggregate for such “tail” directors’ and officers’ liability insurance and fiduciary insurance policies and if such insurance with on terms no less favorable in terms of coverage and amounts than those in effect on the date hereof, so that Purchaser's purchase of the Shares pursuant to this Agreement shall not constitute a "change of control" of the Indemnified Parties than such existing directors’ and Company or otherwise cause any of the Purchaser Designees or any of persons who become officers’ liability insurance and fiduciary insurance policies cannot , directors or employees of the Company on or after the First Closing Date to be obtained for aggregate premiums of $100,000 or less, then Parent shall only be obligated to obtain excluded from the coverage provided by such insurance coverage on such terms and for such duration as reasonably can be obtained for $100,000policies. (b) This Section 6.7 is intended for the irrevocable benefit of, and to grant third party rights to, the Indemnified Parties and shall be binding on all successors and assigns of Parent, the Company and the Surviving Corporation. Each of the Indemnified Parties shall be entitled to enforce the covenants contained in this Section 6.7. The obligations under this Section 6.7 shall not be terminated, amended or otherwise modified in such a manner as to adversely affect any Indemnified Party (or any other Person who is a beneficiary under the “tail” policy referred to in paragraph (a) above) and their respective heirs, successors and assignees without the prior written consent of such Indemnified Party (or other Person who is a beneficiary under such “tail” policy) and their respective heirs, successors and assignees. The rights of each Indemnified Party (and other Person who is a beneficiary under such “tail” policy) (and their respective heirs, successors and assignees) under this Section 6.7 shall be in addition to, and not in substitution for, any other rights that such Persons may have as of the date hereof under the certificate or articles of incorporation, bylaws or other equivalent organizational documents, any indemnification agreements to which such Indemnified Party or other Person is a party, or applicable Law (whether in a proceeding at Law or in equity). (ce) In the event that the Surviving Corporation Company or any of its successors or assigns (i) consolidates with or merges with or into any other Person and shall not be the continuing or surviving corporation or entity of such consolidation or merger, merger or (ii) transfers all or conveys a majority substantially all of its properties and assets to any Person, then, and in each such case, proper provision shall be made so that the successors, successors and assigns and transferees of the Surviving Corporation, as the case may be, Company shall assume the obligations set forth in this Section 6.74.11. The provisions of this Section are intended to be for the benefit of, and shall be enforceable by, the parties hereto and each person entitled to indemnification or insurance coverage pursuant to this Section, his heirs, and his representatives. The rights provided such persons under this Section shall be in addition to, and not in lieu of, any rights to indemnity that such persons may have under the Articles of Association of the Company or any other provisions herein or in other agreements.